AIA UK - Notice of meeting to vote on proposed amendments to the UK Chapter ByLaws

In 2015, AIA National initiated a programme to insure that component AIA Chapters complied with the Institute’s minimum core requirements in respect of “education, advocacy, governance and finances & general operations”.  The AIA UK Chapter passed AIA National’s inspection and received the highest accreditation. However, to maintain this status, we must insure that our governance procedures remain valid and up to date. Therefore, the Board of Directors has reviewed the current Bylaws and is proposing amendments to them. The proposed amendments to the Bylaws have been tracked onto the current Bylaws and can be reviewed HERE. 

Please direct any queries to chapterexecutive@aiauk.org Acceptance of the updated Bylaws will be subject to a vote of the membership at the next Annual General Meeting to be held on 18 Jan 2017. 

For ease of reference a SUMMARY of the changes is included below:

SUMMARY OF PROPOSED BYLAW AMENDMENTS

MEMBERSHIP:

• The eligibility, rights and privileges of Architects, Associates and International Associates have been revised to reflect changes in the Institute Bylaws (2.02, Annex A).
• Associate)” by way of clarification (multiple locations).- The term “Associate” is now generally revised to “Associate (including International
• 2.3), and the term “non-resident status” deleted as not required (2.04, 3.04)- The member terms “assigned”, “unassigned”, “allied”, “affiliated” have been clarified (2.0 to
• with different rights and privileges to reflect current practice (2.4).- The term “Honorary Affiliates” has been deleted and replaced by “Honorary Membership”

RELATIONSHIP WITH OTHER INSTITUTE ORGANIZATIONS:

• The relationship with the International Region is now confirmed (4.1, Annex B, 6.341).

BOARD OF DIRECTORS

• The category of “Board Correspondent” has been added to include unassigned, allied, affiliate and honorary members (or other Architect and Associates (including International Associates)) who can attend meetings but not vote (6.03, 6.37)
• There is now no limit to the number of years an officer or director can serve (6.21).
• director, or committee chair. (6.32, 6.342. 6.352)Board of Directors”. The Secretary is also now allowed to delegate some authority to another others to sign agreements, cheques, etc., with the agreement of “two thirds majority of the Board Director to sign contracts and agreements. The Treasurer is now allowed to authorise - To reflect current practice, the President is now allowed to delegate authority to another

MEETINGS

• The Chapter is now required to hold Annual, General and Special Meetings of all of its members, but not Regular (monthly) Meetings (5.0). Only the Annual Meeting is mandatory.
• Issues discussed at a General or Special Meeting can be voted on by direct mail or email. (5.25)
• Board Meetings are now to be held “at the discretion of the President, but generally during the first week of every month” (6.411).
• In special circumstances (and reflecting practicality), Board decisions can now be made outside regular meetings or by written communication, but need to be formally concluded in an actual meeting (6.41).

VOTING REQUIREMENTS

• In several instances the votes required to pass a motion have been altered:
• Election to Honorary Membership now to require majority vote of the Board of Directors (2.41).
• Change in Annual Dues now to require “not less than two thirds majority of the Board of Directors” rather than “all but one of its entire membership” (3.02).
• Waiver of Annual Dues now to require “not less than two thirds majority of the Board of Directors” rather than “the total number of assigned members present at a meeting” (3.04).
• An assessment of additional payments by Architect, Associate and International Associate members now to be levied only in “exceptional circumstances” at a “Special Meeting” of assigned members, but not on allied or affiliate members. (3.11).
• A Special Meeting now to be called by a “two thirds majority of the Board of Directors” as well as by the President and by 10% of all members (5.02)
• Removal of an officer or director now to require “two thirds majority” rather than a simple majority (6.24).
• A quorum is now clarified as a majority of the Board of Directors eligible to vote. To transact business, a majority of the Board of Directors present is required (6.42)
• Authorising expenditures in excess of the estimated income of the Chapter is now to require “a majority vote” at a “Special” Meeting”, instead of a two thirds majority at a regular meeting (7.022)

MISC REVISIONS TO REFLECT CURRENT PROCEDURES - Procedures have been updated to reflect current practice. For example:

• Non-payment of dues is now sufficient notification of resignation from the Chapter (2.06),
• Graduated fees for those admitted to membership after the start of the year have been updated (3.03),
• Emeritus and Honorary members are no longer required to pay to receive Chapter mailings.
• Notification of members in default of payments to this Chapter are now handled by AIA National (3.31)

MISC REVISIONS TO REFLECT CURRENT TERMS - The UK Chapter Bylaws were originally based on Model Bylaws supplied by AIA National. The “current usage” revisions have been made to reflect terminology as used by the UK Chapter. For example:

• “Executive Committee” has been changed to “Board of Directors”. Note - the change to Board of Directors is the only change NOT full tracked in the attachment.
• “Admission Fees” has been changed to “Annual Dues” (2.06).
• “Executive Director” has been changed to “Chapter Executive” (8.0).

MISC MINOR CORRECTIONS, CLARIFICATIONS AND UPDATES - Note – all minor corrections, clarifications, etc., have been tracked, but may not be individually listed in this summary.

• Several minor corrections have been made, including typos, internal inconsistencies, date corrections, re paragraphing, etc. we deleted.- In several instances ()s that were included in the Model Bylaws to indicate optional wording.
• Other clauses were revised to make their meaning clearer – for example, the Domain of the Chapter was better defined (1.03)