About AIA Florida
President's Message
Executive Committee and Board of Directors
Regional Director's Page
2010 Committees and Task Forces
Staff Contacts
Bylaws and Rules
Calendar
Get Local

Bylaws and Rules

CLICK HERE to view the AIA Florida Rules.

FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS BYLAWS
(As adopted by the Membership at the 1977 Convention and amended in 1981, 1985, 1986, 1990, 1991, and 1993, 2006, and 2009 at the annual meeting.)

ARTICLE I. THE ORGANIZATION

Section 1. Name

a. The name of this organization is the Florida Association of the American Institute of Architects, Inc., a non-profit incorporated, state organization chartered by the American Institute of Architects and the state of Florida; however excepting for reports to governments, property transfer, and transactions requiring legally correct identification, the name for common use may be contracted to: Florida Association of the American Institute of Architects, FA/AIA or AIA Florida.

b. In these bylaws the corporation is called the Association. The American Institute of Architects is called the Institute. All chapters of the Institute in the state of Florida are called the Component(s).

c. Precedent documents for the Association are the Charter dated May 11, 1914 and the Articles of Incorporation dated October 7, 1976.

Section 2. Purposes

a. The purpose of the Association shall be to organize and unite in fellowship the architects of the state of Florida to combine their efforts so as to promote the aesthetic, scientific, and practical efficiency of the profession; to advance the science and art of planning and building by advancing the standard of architectural education, training, and practice; to coordinate the building industry and the profession of architecture to ensure the advancement of the living standards of our people through their improved environment and to make the profession an ever-increasing service to society.

b. The Association shall represent and act for its assigned membership and the Components within the state on state matters.

c. The Association may borrow and lend money and own property of all kinds, movable and immovable and engage in other activities which may be incidental to any of the above purposes.

d. The Association may act as trustee for scholarship, endowments, or trust of philanthropic nature.

e. This enumeration of purposes shall not be construed as limiting or restricting in any manner the power of this Association but the Association shall have all of the powers and authority which may be conferred upon non-profit corporations under the provisions of the laws of the state of Florida.

Section 3. Composition

a. The Association shall consist of members of the Institute in its Component organizations in the state of Florida.

b. The domain of the Association is the state of Florida.

c. The membership is organized into members, Board of Directors (herein called the Board), officers, and the committees with dues, privileges, and classifications of membership; functions and responsibilities of the Board and committees; and the qualifications and duties of officers, all as set forth hereinafter.

ARTICLE II. MEMBERSHIP

Section 1. Eligibility

a. All Architect Members, Members Emeritus, and Associate Members in AIA components in the state of Florida, shall automatically be members of the Association. AIA Florida Allied members are members of the Association. Qualifications, admission requirements, and privileges of members are those stated in the Institute Bylaws.

b. A student in an architectural school or college in the state of Florida who is a member of American Institute of Architects Students (AIAS).

c. Honorary AIA Florida Member

1) A person of esteemed character who is not eligible for AIA membership in the Institute, but who has rendered distinguished service to the profession of architecture or to the arts and sciences allied therewith may become an Honorary AIA Florida member.

2) The nomination of Honorary AIA Florida membership may be in writing by any member of the Board at any regular Board meeting. The written nomination shall be signed by the nominator and shall give the full name of the nominee, reasons for the nomination, the biography of the nominee, and history of attainments and qualification for the honor. When elected by two-thirds votes of the Board members, a certificate shall be presented on behalf of the Association.

3) An Honorary AIA Florida member shall be privileged to attend the annual meeting of the Association and speak and take part in the discussions on all matters except those related to the corporate affairs of the Association, but may not vote there nor pay dues.

d. Other Membership

Other types of membership may be created as the need arises and when permitted by the Institute.

Section 2. Status of Members

a. The status of a member admitted prior to an amendment of the Bylaws relating to the eligibility or qualification for membership shall not be changed because of the amendment.

b. The grant to and exercise and use by a member of the rights and privileges vested in him by the Charter and Bylaws shall be conditioned upon the payment of dues to the Component, the Association, and the Institute.

Section 3. Termination of Membership

a. AIA membership shall be terminated under the conditions prescribed in the Institute Bylaws.

b. Members of the Association, except Allied members, must maintain membership in good standing in the Institute and the Component to which they are assigned.

c. Any member suspended or terminated by the Institute shall also be suspended or terminated by the Association.

ARTICLE III. MEETING OF THE ASSOCIATION

Section 1. Annual Meeting

a. There shall be an annual meeting of the Association.

b. The Board shall fix time and place of the annual meeting if not fixed by the preceding annual meeting.

c. All members in good standing may discuss the business and debate the issues brought before the annual meeting. The voting necessary to enact the business before the annual meeting shall be done by the Component delegates and the President of the Association in case of a tie vote. The officers of the Association shall conduct the business of the annual meeting

d. Delegates of the annual meeting shall be selected by each Component.

1) The number of delegate votes entitled to each Component shall be based on its number of Architect Members, Member Emeritus, and Associate Members in good standing with the component, the Association, and the Institute 30 days prior to the annual meeting, as certified by the Secretary/Treasurer of the Association.

2) Each component shall have two delegate votes for the first six and one additional delegate vote for each additional seven (or fraction thereof) such certified Architect Members, Members Emeritus, and Associate Members.

3) Each Component’s delegate votes will be equally divided among its accredited delegates. After accreditation, the delegate votes are not transferable.

4) The Secretary/Treasurer of the Association shall furnish Components with credential cards and these shall be certified by the President or Secretary of the Component that each delegate is in good standing with the Component, the Association, and the Institute.

5) The Board at a meeting held prior to the annual meeting of the Association shall elect three (3) Architect Members having the qualifications of delegates to act as the Credentials (or Tellers) Committee of the meeting. The Secretary/Treasurer, ex officio, shall act as Secretary of this Committee, and this Committee shall elect one of its members as its Chairperson. The term of office of every member of the Credentials Committee shall expire when the election results are final

e. An Annual Report shall be made in writing to the annual meeting by each of the following: President, First Vice President, Secretary/Treasurer, Regional Directors, and Board. The report of the Board shall include such committee reports and special reports, as the Board deems advisable.

f. Approval at the annual meeting of the Annual Reports and the recommendations contained therein shall constitute endorsement of the policies and proposals reflected by the reports.

g. New officers for the ensuing year shall be elected to succeed those whose terms are about to expire and to fill vacancies.

1) Nominations shall be made during the business session of the annual meeting.

2) The Nominating Committee shall report its nominations to the annual meeting following which nominations may be made from the floor. If the Nominating Committee finds the member nominated from the floor eligible to hold office and his nomination is seconded by two accredited delegates from different components, then he is nominated for office.

3) In the event no contest develops, the election may be declared by acclamation.

4) For contested elections, voting shall be by ballots made available to each delegate. A ballot box shall be open for voting for not less than two and no more than three hours after nominations have been closed.

5) The President shall announce the results of all balloting.

Section 2. Special Meetings

a. A special meeting of the Association shall be held if a call, stating its purpose, is made by any of the following:

1) The annual meeting, by concurring majority vote of the delegates.

2) The Board, by concurring two-thirds vote.

3) Not less than one-half of the Components, provided each such Component has obtained the concurring vote of not less than two-thirds of the membership of its governing body.

4) Written petition to the Board signed by not less than 25 percent of the total number of Architect Members, Members Emeritus and Associate Members in good standing of the Association.

b. Component representation shall be by delegate under the same rules governing the conduct of the annual meeting.

c. The number of delegates for each Component shall be the same as for the last preceding annual meeting.

d. A new Component chartered subsequent to the previous annual meeting shall be entitled to delegate votes in accordance with the Secretary/Treasurer’s count of such Component’s Architect Members, Members Emeritus, and Associate Members in good standing 15 days prior to the special meeting.

Section 3. Notice

Notice of the annual meeting or special meeting of the Association shall be served on each member of the Association by letter, electronic notice, or in an official publication of the Association. Notice of the annual meeting shall be served not less than 30 days before the opening session, and in case of special meeting, not less than 15 days before such meetings.

Section 4. Rules of Order

All meetings shall be conducted in accordance with Robert’s Rules of Order, latest edition.

Section 5. Voting at Annual and Special Meetings

a. Voting shall be by affirmation, unless roll call is requested by a qualified delegate, at which time a roll call vote of the delegation shall be taken.

b. Each Component shall provide delegates to vote on Association business, but Components shall not be required to vote as a unit.

c. No Component may vote by proxy.

d. An officer of the Association shall be entitled to vote only as a member of a Component delegation except that the President shall have an independent vote in the event of a tie.

e. Minimum number of votes required for action. Unless these Bylaws otherwise require, any action or decision of an annual meeting or other meeting of the Association shall be the concurring votes of the majority of the delegates voting, except that on a roll call vote any action or decision shall be by concurring vote of a majority of those accredited votes which are cast.

f. A quorum for a meeting of the Association shall consist of at least one delegate from a two-thirds majority of the Components in the State.

Section 6. Letter Ballots

No vote shall be taken by letter ballot.

Section 7. Delegates to the American Institute of Architects Convention

The delegate representing the Association at the Annual Convention of the Institute shall be the President of the Association. Should the President be unable to attend, the delegate representing the Association would be, in order of descending priority, the First Vice President/President-elect, the Secretary/Treasurer, or a State Director elected by the Board.

Section 8. Waiver of Provisions of the Bylaws

Provisions of these Bylaws may be waived at any meeting for the transaction of any special business by a two-thirds roll call vote of the delegates present. When the special business has been consummated, the Bylaws shall be immediately in force again.

Section 9. Executive Session

The Board and the Executive Committee may meet in Executive Session at any meeting to consider legal or confidential matters involving administration, personnel matters, or other items. Legal counsel may attend Executive Sessions unless the matter relates to the employment of counsel. All final decisions in Executive Sessions shall be recorded by the Secretary/Treasurer and included in the minutes of the meeting with notation of any dissent to any such decision.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Membership

a. Each member of the Board shall be a member in good standing of the Association.

b. There shall be a Board and it shall consist of:

1) The Officers of the Association.

2) Two or more State Directors from each Florida Component as hereinafter provided.

3) The Regional Directors of the Florida/Caribbean Region of the Institute.

4) The Immediate Past President, who shall be a member of the Board the year following his term as President.

5) An Associate Member of the Association who shall be elected biannually as a voting Associate Director-at-Large.

6) A Public Member - A public member shall be a non-architect voting member who is not employed by the Institute, Association, or a Component and shall be elected by the Board annually in accordance with the Rules of the Board.

7) Ex Officio Voting Members

(a) Deans, or in the absence of the dean, department chairpersons of NAAB accredited schools or colleges of architecture in Florida.

(b) Such other ex officio members as the Board may from
time-to-time approve.

c. The State Director(s), representing a Component, shall be elected to two-year minimum staggered terms by each Component at an election prior to September 30 of each year.

The number of State Directors for each Component shall be based on the number of Architect Members, Associate Members and Members Emeritus of the Institute in the various Components as determined by the membership roster as of July 1 of the current year. The distribution of State Directors to be elected by Components shall be as described in the Rules of the Board. Each Component shall have a minimum of two State Directors and one Alternate Director.

Section 2. Vacancies

Vacancy of a State Director on the Board shall be filled by the Component prior to the next Board meeting.

Section 3. Authority

a. The Board shall manage, direct, control, conduct, and administer the property, affairs, and business of the Association, and between annual meetings, within the appropriations made therefore, put into effect all general policies, directives, and instructions adopted by the Association at a meeting of the Association.

b. The Board shall issue such bulletins and publications to its members and to others as determined by the Board.

c. The Board shall establish and adopt rules and regulations supplementing, but not in conflict with the Institute and these Bylaws, to govern the use of the property, name, initials, symbol and insignia of the Association and to govern affairs and business of the Association.

d. Each State Director, or Alternate Director in the absence of the State Director, shall be presumed to convey to the Board the actions and request of the Component represented.

Section 4. Meetings

a. Regular Meetings: The Board shall hold at least four regular meetings each year.

1) A regular meeting shall be held immediately preceding the opening of the annual meeting and another meeting within 60 days after the beginning of the new fiscal year. At least two other meetings shall be fixed by the Board for time and place.

2) A simple majority of the members of the Board shall constitute a quorum and all decisions shall be made by concurring vote of not less than a majority of those members present. In the case of a tie, the President shall vote.

b. Special Meetings: A special meeting of the Board may be called by notice by the President, or by a majority of the officers, or by six members of the Board.

Time and place for the Special Meeting shall be fixed by the person or persons calling the meeting.

c. Notices and Minutes

1) Notice of each meeting of the Board shall be sent in writing by the Secretary/Treasurer to each member of the Board at least 10 days before the date fixed by the meeting.

2) Minutes of the meeting of the Board shall be recorded by the Secretary/Treasurer and approved by the Board in its succeeding meeting.

Section 5. Rules of Order

All meetings shall be conducted in accordance with Robert’s Rules of Order, latest edition.

Section 6. Removal of State Directors

a. Any State Director who misses two consecutive meetings in a term shall automatically be removed as a State Director and the Component will be charged with appointing a successor to fill the balance of the term, unless the absence is excused in writing for good cause by the Association President in advance.

b. Any State Director may be removed for or without cause by affirmative vote of those entitled to elect the State Director to office.

Section 7. Board Suspension of an Officer’s Authority

The authority of an officer to act may be suspended by the Board for cause, but such action shall not be taken if more than one Board member votes against it. Voting shall be by secret ballot and any such officer shall have the opportunity to address the Board prior to the vote, but the Board’s action shall be final.

ARTICLE V. OFFICERS OF THE ASSOCIATION

Section 1. Election

a. The Officers of the Association shall be elected by a majority vote of accredited delegates present and voting at the annual meeting.

b. The Officers of the Association and the Board shall consist of a President, First Vice President/President-elect, Immediate Past-President, Secretary/Treasurer, the Associate Director-at-Large, and Vice Presidents. The number of Vice Presidents shall be determined by the Board. With the exception of the Associate Director-at-Large, officers shall be Architect Members. All officers shall be elected by the membership of the Association at the annual meeting as designated herein.

c. The President shall not be elected directly, but shall assume office by automatic succession from the office of First Vice President/President-elect except the President shall be an architect officer of the Association appointed by the Board when the First Vice President/President-elect is unable or unwilling to assume the office of President.

d. The Secretary/Treasurer shall be eligible for re-election.

e. All terms of office shall begin with the calendar year.

f. Any or all Officers shall hold office until their term expires or their successors have been elected. If a vacancy occurs in any office of the Association other than the expiration of the term of office the Board shall appoint a successor to fill the unexpired term of office. If the office of President becomes vacant, the First Vice President/President-elect shall become President and shall complete the unexpired term and continues to serve as President/President-elect.

g. Only such architect members who have been officers or who served on the Board for at least one year are eligible for nomination for First Vice President/President-elect.

h. An Officer whose term will not have expired in the coming year, who becomes a candidate for another Association office, shall resign the unexpired office at the beginning of the coming year, if nominated.

Section 2. President

a. The President shall be the governing head of the Association and shall exercise general supervision of its businesses and affairs, except such thereof as are placed under the administration and supervision of the Secretary/Treasurer, and that person shall perform all the duties incidental to the office and those that are required to be performed by law, the Component, these Bylaws, and those that are properly delegated by the Board.

b. The President shall preside at all meetings of the Association and the Board and shall be Chairperson of the Executive Committee.

c. The President shall serve a term of one year.

Section 3. The First Vice President/President-elect

a. The First Vice President/President-elect shall possess all the powers and perform all the duties of the President in the event of the absence of the President or of the President’s disability, refusal, or failure to act.

b. The First Vice President/President-elect shall serve as Chairperson of the Finance Committee and shall perform other duties that are properly assigned by the Board.

c. The First Vice President/President-elect shall serve a term of one year, and then automatically succeed to President.

Section 4. The Vice Presidents

a. Duties of the Vice President: Each Vice President shall be a liaison to the Executive Committee and the Board for the committees/task forces assigned. Each shall serve as a voting ex officio member to each of these committees.

Each Vice President shall report on interim activities at each Executive Committee meeting and Board meeting and shall issue a written report to the Secretary/Treasurer for usage in the Annual Report of the Board. As requested, each Vice President shall make recommendations to the President and/or Vice President/President-elect on behalf of the committee chairman and task forces as assigned.

b. Scope of Vice Presidents: The actual committees assigned to each Vice President shall be determined by the President in conformity with the Rules of the Board.

c. Terms of the Office: Vice Presidents shall be elected to staggered two-year terms.

Section 5. Secretary/Treasurer

a. General Duties of the Secretary/Treasurer: The Secretary/Treasurer shall be an administrative officer of the Association. The Secretary/Treasurer shall act as its recording Secretary and its Corresponding Secretary and as the Secretary of each meeting of the Association, the Board, and the Executive Committee; shall exercise general supervision of the Association’s financial affairs, shall have charge of the records and books of account thereof; shall assist the Finance Committee to prepare the budget, collect amounts due the Association and shall have custody of its securities, funds, and monies making the disbursements of the Association there from; shall have charge of all matters relating to insurance, taxes, bonds, instruments, and papers involving financial transactions; shall sign all instruments of the Association whereon signature is required; shall perform other duties usual and incidental to his/her office and the duties that are required to be performed by the law, the Charter, these Bylaws, and the duties properly assigned by the Board.

b. Specific Duties of the Secretary/Treasurer:

1) Custody of Property: The Secretary/Treasurer shall have custody of and shall safeguard and shall keep in order all property of the Association.

2) Issue Notices: Shall be responsible for the preparation and issuance of all notices and all calls and notices of all meetings of the Association, the Board, and the Executive Committee.

3) Conduct Correspondence and Maintain Records: Shall conduct the correspondence, shall have charge of the membership records, minutes, and annual reports.

4) Affix Seal and Sign Papers: Shall keep the seal of the Association and affix it on such instruments that require it and sign all papers that require the attest or approval of the Association.

5) Reports of the Secretary/Treasurer: In collaboration with the Officers of the Association, prepare the annual report of the Board. Make a written report to the Board at its regular meetings and the delegates at each annual meeting and other meetings of the Association as required. Each report shall describe the financial condition of the Association, a comparison of the budget to appropriations as of the date of the report, the income and expenditures for the period of the report, and the Secretary/Treasurer’s recommendations on financial matters.

6) Meetings: Have charge of all matters pertaining to the arrangements for and recording of meetings.

c. Liability of the Secretary/Treasurer: The Secretary/Treasurer personally shall not be liable for any decrease of the capital, surplus, income, balance, or reserve of any fund or account resulting from any acts performed in good faith in conducting business of the office.

d. Delegation of Duties: The Secretary/Treasurer may delegate certain support functions of the office, so long as they are not in conflict with these Bylaws. Duties that may not be delegated: responsibility for the property of the Association, affixing the seal of Association as required, the making of any attestation or certification required to be given, the signing of any financial instrument, notice, or agreement of the Association that requires signature, unless specific authorization for delegation is granted by these Bylaws or the Board. The Secretary/Treasurer must sign all documents as required by these Bylaws, the Charter, or the law.

e. The Secretary/Treasurer shall serve a two-year term.

Section 6. Removal of Officers

Any or all of the elected officers may be removed for or without cause at any duly constituted meeting of the Association by two-thirds majority vote of the delegates entitled to vote.

ARTICLE VI. EXECUTIVE COMMITTEE OF THE BOARD

Section 1. Composition

There shall be an Executive Committee of the Board composed of the President, the First Vice President/President-elect, the Secretary/Treasurer, the Vice Presidents, the Associate Director-at-Large, and the Immediate Past President who shall serve on the Executive Committee the year following the term as President.

Section 2. Powers Delegated to the Executive Committee

The Executive Committee shall have full authority, right, and power to act for the Board during periods between Board meetings on all matters except that it shall not:

1) Adopt a general budget
2) Change the policies, Rules of the Board, or the Bylaws
3) Make an award of honor
4) Purchase, sell, lease, or hypothecate any real property
5) Form an affiliation
6) Fix assessments and annual dues

However, it shall be allowed to act for the Board on any of the foregoing accepted matters which have been delegated specifically to it by two-thirds vote of the Board.

Section 3. Decisions of the Executive Committee

a. The President, who shall be the Chairperson of the Executive Committee, shall fix the time and place for the meeting of the Executive Committee.

b. A simple majority of its members is a quorum and shall be necessary in order to transact business at a meeting.

c. The Executive Committee, in order to transact business, may meet in person or conduct its business via telephone conference calls.

d. The actions of the Executive Committee shall be recorded in minutes and ratified by the Board at its meeting following such action.

Section 4. Rules of Order

All meetings shall be conducted in accordance with Robert’s Rules of Order, latest edition.

ARTICLE VII. ADMINISTRATIVE AND EXECUTIVE DEPARTMENT

Section 1. Executive Officer

a. The administrative and executive offices shall be in the charge of an executive officer, who shall be known as the Executive Vice President (EVP). The EVP shall be employed by and shall report to the Board.

b. The EVP shall be the Assistant Treasurer and shall perform such duties in this capacity as the Treasurer may direct and under direct supervision.

Section 2. Duties of the Executive Vice President

a. The EVP shall be and act as the chief executive officer of the Association, and as such shall have general management of the administration of its affairs, subject to the general direction and control of the Board and supervision of Officers of the Association.

b. The EVP also shall:

1) Implement programs under the various departments and coordinate all inter-department affairs.

2) Be the officer in whom the Board shall place the responsibility for carrying out its general policies.

3) Maintain contacts with other professional societies particularly those in the fields allied to architecture and with trade associations in the construction industry so that the EVP may be constantly informed as to the activities in those fields, extending the cooperation of the Association as circumstances may warrant.

Section 3. Functions of the Executive Vice President

a. Administrative Functions: The EVP shall direct the administrative functions of the Association office as provided in Article VII of the Bylaws. The EVP shall serve as chief executive officer of the Association in charge of the administrative and executive offices, and shall maintain liaison with professional societies. The EVP will limit employment to the Association.

b. Editorial Functions: The EVP shall be responsible for the publications of the Association, including the official journal and carrying out Board directive