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Board of Representatives
Governance Policies
Revised 2007
GOVERNANCE POLICIES PREAMBLE
This document has been written to outline the operating policies of AIA Northwest & Pacific Region. It is updated periodically at the discretion of the Regional Directors. Copies are distributed at the Grassroots Board meeting every year and are available at the Region Office, 724 Columbia Street NW, Suite 120, Olympia, Washington 98501-1291 and on the Region Web Site at www.aianwpr.org.
The Region shall hold an Annual Meeting in conjunction with the annual Regional Conference for the purpose of transacting any Region business and for election of Directors, as necessary. Choosing the place and setting the agenda for the Annual Meeting and Conference are the responsibility of the Senior Director.
Any AIA or Associate AIA member of a Component in the Region, or members of affiliate organizations, may attend the Annual Meeting and participate in all its business. However, only duly authorized delegates may vote on Bylaw amendments, for elections, or any other matters put to a vote at the Annual Meeting.
Voting shall be by voice vote, except for the election of Regional Directors. In the event the Senior Director declares a tie vote, a secret ballot by the accredited delegates will commence. The vote shall be weighted by Component in proportion to the amount and manner prescribed by the Institute for elections at the preceding National Convention. Component delegates whose components have not paid their component dues in full will not be allowed to vote.
In additional to Component delegate votes, each of the following shall have one at-large delegate vote: each Director of the Region, each Institute president and past president who permanently resides in the Region, and each past Director of the Region who permanently resides in the Region. Delegates must be present to vote.
Every committee, commission or task group shall submit an annual written report to the Region Board at the Annual Meeting. The Finance Committee shall also present a year-end Financial Statement that compares the Budget to actual expenses for the previous fiscal year.
A Resolution Chair will be appointed during the Conference to draft appropriate resolutions to be considered by the delegates.
The Region’s Board of Representatives is to deliberate and act on matters before it. It is to establish policies and procedures consistent with the purposes of the Region, which will guide the Directors in carrying out the management of the Region’s affairs. The Board shall have, on behalf of the Region, all the powers and authority which may be conferred upon nonprofit organizations under provisions of law, and may engage in any legal activity which is consistent with its objectives and the Bylaws under which it operates.
Membership on the Regional Board of Representatives shall consist of the Directors of the Region; two representatives from each Component, the President and President-elect; one Associate/Intern representative; and one AIAS representative. Another duly authorized member of that Component, who presents written credentials, may represent the Components on a meeting-by-meeting basis. The Associate/Intern and AIAS representatives are to be selected by the Directors prior to the Region’s Board of Representatives meeting at the Institute’s Annual Convention, from those nominated by the upcoming regional conference host Components, and will each serve one-year terms.
The Region Executive also serves on the Region Board, but does not have a vote on matters before the Board.
The Senior Director acts as Region Board Chair and may cast a vote only as necessary to break a tie. The Junior Director acts as Parliamentarian, or designates a representative to fulfill the duty.
The Board meets at least three times a year: in conjunction with the Institute’s Grassroots meeting, in conjunction with the Institute’s Annual Convention, and in conjunction with the Region’s Annual Conference.
A special meeting of the Region Board may be called by the Senior Director, or by written petition of any five members of the Region Board.
The presence of a representative of a majority of the Components in the Region constitutes a quorum. All decisions shall be rendered by a concurring vote of not less than the majority of the Representatives present. Component delegates whose components have not paid their component dues in full will not be allowed to vote.
Conduct of the meetings is to be informal, however, questions or disputes pertaining to procedure will be determined in accordance with Robert’s Rules of Order, as most recently revised. Written notices of each meeting will be distributed to each Component 30 days before the date of the meeting, except in the case where a proposed dues increase or assessment is to be on the agenda for final action. In that case, a notice of the specifics of the proposed increase and its rationale are to be distributed 60 days before the date of the meeting.
The Region Board and/or the Senior Director to perform services for the Region may create committees, commissions and task groups. The Senior Director is to make appointments to the respective committees.
Committees, commissions and task groups may communicate by mail, fax, e-mail or conference call, at the discretion of the Chair.
The regional office will maintain a current list of committee members, their contact information and their terms.
The Awards Committee is a standing committee whose purpose is to conduct an awards program that will permit the Region to make judicious awards to persons, firms, corporations, or associations for meritorious work in their respective fields. For other than design awards and the regional medal given in conjunction with a Regional Conference, the Committee may propose awards that it deems worthy to the Region Board for concurrence.
The Awards Committee chair is to be an AIA Component Member appointed by the Senior Director for a two-year term. The term may be extended one year at the Director’s discretion. Members of the Committee should generally include the host chapter’s regional design awards program liaisons from the prior year’s conference and the forthcoming two regional conferences resulting in three year terms. Additional members may be added particularly including the past committee chair. The Awards Committee is responsible for administering the Region’s Design Awards Program culminating with an Awards banquet and presentations made during the annual Regional Conference.
The Program is open to built projects that have been winners of component award programs within the Region during the previous five years prior to the current year that have not received previous Regional awards.
There is an exception to this limitation: AIA/NW&P Regions members from components which have not had an awards program within the last two years are also eligible to enter.
The purpose of the Program is... “To encourage excellence in architectural design and planning and to provide an avenue through which architects may gain recognition by their peers and the public. The ultimate goal is to raise the standards of architectural design excellence by both the architectural community and the public.”
A historical file of design awards winners will be maintained in the Regional Office.
The Awards Committee is responsible for Design Awards Program, and the Junior Director serves as the chair of the jury. Additional jurors are selected by the Awards Committee chair, in conjunction with the Directors and conference host chapter. To contain costs jurors may include conference’s featured speakers, if qualified. Additional expenses incurred by jurors related to their judging commitment will generally be
reimbursed with approval of the Design Awards Committee chair and Directors. Honorariums for jurors are discouraged as the opportunity to serve as juror on this distinguished panel is sought after as a significant professional privilege. A minimum of three jurors in addition to the Jury Chair is recommended.
The Awards Committee is also responsible for administering the Region’s Medal of Honor Program. The mission of the Medal program is to recognize an individual member of the AIA Northwest and Pacific Region who has consistently demonstrated excellence in design, the practice of Architecture, Architectural education, or service to the profession, which has promoted public understanding of Architects and Architecture, and who has made notable contributions unique to this region.
A Medal of Honor jury will be appointed by the Senior Director. The chair of the jury will generally be a past NW&P Region Director. A minimum of two additional jury members will be AIA Component Members from the region. The jury will identify potential nominees, seek professional information related to the nominees’ accomplishments, evaluate and select the medal recipient. The jury is encouraged to contact local chapters of nominees for input in preparation for their deliberations. If the jury determines that no nominee meets the criteria, an award will not be made that year.
The Conference Support Committee is established to increase the potential for successful regional conferences through the following goals:
The Chair and Members of the committee shall be an AIA Component Member from the region appointed by the Senior Director. Members will generally include the Regional Conference Host Chapter Committee chairs from the two past regional conferences and two forthcoming regional conferences so that the knowledge gained in recent conferences contributes to upcoming conferences. Additional members may be appointed with specific experience in conference program development and conference sponsorship development. The Chair of the Conference Support Committee will also have responsibility for coordination with the current year’s Host Chapter liaison to the region and providing updates to the Directors.
The following mission of the Leadership Development Team is established to maintain, administer and distribute the Region’s Funds for the promotion and advancement of leadership development programs architectural within the Region, as approved by the Region Board.
Membership: The Team shall be composed of:
a. a Chair, appointed by the Senior Director:
b. an architect member from a component asigned to the Region, appointed by the Chair of the Team;
c. The Regional Associate Director;
d. The Regional Associate Director-elect;
e. a person who is an Architecture School's dean or department chairperson, appointed by the chair in consultation with the Team
f. a person representing the American Institute of Architecture Students Chapter representative, appointed by the chair in consultation with the Team;
A quorum of four (4) commission members, not to include the Chair, is required to conduct the business of the Team. The immediate past chair of the team shall stay on the committee as an ex-officio member for one year after the conclusion of his or her term. The chair, in consultation with the team may appoint up to three (3) additional members, provided each appointee is a professional or associate member. These additional members are expected to include the region Young Architect Forum (YAF) representative, a previous leadership development grant recipient or person who benefited from a region leadership development program.
Chair: The Senior Director shall appoint an Architect Member from a Component assigned to the Region as chairperson for the Team, who shall only vote in the evnt of a tie vote. Upon the expiration of the Chair's three (3) year term, or unless otherwise terminated, the Chair shall be asked to serve as chair pro tem for a term of one (1) year, but shall not be a voting member of the Team.
The Leadership Development Fund Grants Program shall be one of the programs established by the Northwest & Pacific Region of the AIA to promote and cultivate leadership qualities and skills among the members of the Region. To this end, the Region is committed to the support of programs that create and promote leadership development opportunities for architect members, associate members and student chapter members.
The Finance Committee is a standing committee whose purpose is to evaluate budgets and the fiscal well being of the Region. The Committee is to make recommendations to the Directors regarding changes to existing fiscal programs and for the implementation of future fiscal programs and safeguards. The Committee also monitors the Region’s investments and reports to the Board of Representatives. The Chair of the Committee is the Senior Director, who shall not vote except in the case of a tie.
The Finance Committee will review the Quarterly Financials and will work with the Regional Executive to prepare the Region’s annual budget.
The Planning Committee is a standing committee whose purpose is to consider the growth, vitality and resources of AIA in the Region for the immediate and foreseeable future. The Committee is to advise the Directors on changes to current programs and for the implementation of future programs that advance the purposes of the Region. The Chair of the Committee is the Junior Director, who shall not vote except in the case of a tie.
The Planning Committee will periodically confirm, refine or revise the Region’s mission statement and strategic plan in support of the Region’s core purpose. The Committee may draft new plans, using the intervening years for implementation. Open planning dialogue sessions for all members will be scheduled during Regional Conferences to solicit input when updating occurs.
The current mission statement is as follows:
The AIA Northwest and Pacific Region, representing regional interests to the Institute, should encourage and help coordinate communication and collaboration among components within the Region and effectively link the Region’s components and members to the National level of the American Institute of Architects.
The central purpose of the AIA NWP Region is to elect directors who will effectively contribute to the leadership of the Institute and represent the diverse interests and perspectives of AIA members and components within the Region.
A vision for the AIA NWP Region’s future is one in which the influence and insight of the individual AIA member within the region is directly felt in the decision that set the directions for the future of the AIA at the national level. One’s leadership capabilities and knowledge base would be maximized, one’s voice would be heard, and one’s talents effectively employed to advance the Institute and the profession of Architecture.
The AIA NWP Region’s Mission and essential purpose is accomplished through the following strategies:
The governance, programs, and activities of the Region including board meetings, regional conferences, awards programs, educational grants, newsletters, component visits and others, have historically been the means to advance toward the Region’s vision for its future. Each entity within the Region is responsible for developing their plans for the future in ways that enhance the potential for achievement of the Region’s vision.
All of the Components and architectural schools in the Region should expect a visit from one of the Regional Directors in a calendar year. These visits are designed to enhance communication between AIA members and the National Board of Directors. The visits offer the opportunity for members to meet those architects that represent them to the Institute and to hear about the issues and interests the National Board is considering. Conversely, the visits offer the Directors to hear directly from the membership about their challenges and concerns.
The visiting Director must have as broad exposure to the Component’s membership as can be arranged. A time for formal remarks before a large audience is preferred, but equally important is an opportunity for the Director to mingle with many members in an informal session. If both can be accommodated, all the better. Firm visits arranged by the Component for the Director while he/she is in town are an added bonus to the Director’s visit.
In order to maximize these visits, the following options outline some of the Directors’ most successful visits over the years. In anticipating the visit your Regional Director will make this year, please pick one of the scenarios presented to use for planning the most effective visit you can. Or, come up with a different idea that can enhance this most important mode of communication
Directors are invited to a component social event where they are encouraged to mix with the members and are given an opportunity to make a few remarks.
Directors are invited to a membership meeting to make some remarks, followed by a tour that allows the directors to mix with members.
Directors are invited to an annual meeting that provides breaks during the day for mingling and a time on the agenda for discussion of pertinent issues.
Setting up firm visits for the Directors while they are in town for the component event is an excellent way for the Directors to meet with members. The visits can be around a conference room table with partners and staff, in the open office with employees gathered around, at lunch with firm partners, or any combination of the above.
Prior to the Grassroots Board meeting, the Directors will divide the list to determine who will visit each Component/university. They will then coordinate a visitation schedule with the components.
Once the visit date has been confirmed, the Components are responsible for making the necessary arrangements for the Director’s visit to be as comfortable and convenient as possible. The Directors are visiting on behalf of the Institute and their travel will be reimbursed by the Institute. However, lodging and meals funded by the Component are encouraged and appreciated.
Visiting sections is not a requirement, but is permissible, if convenient.
The Senior Director takes on the responsibility of working with National’s Budget Director to ensure there are enough travel expenses allocated each year.
Each Component Member of the Region shall remit dues to the Region in the amount of seven dollars times the number of AIA Members officially assigned by the Institute as of August 1st the previous year. The Components may collect the amount by adding it to their local dues amount showing on invoices generated by the Institute.
The Region will bill the Components for the aggregate at the beginning of the Region’s fiscal year. Dues shall be in default if not paid by May 1 and that Component will be unable to participate in Region activities until the default is corrected.
Dues for other Component Members, such as State Councils, shall be a lump sum amount determined by the Board.
Official announcements of a Director vacancy and opening of nominations for such vacancies will be initiated at the Regional Conference the year prior to the vacancy occurring. Formal nominations shall be completed prior to the Region Board meeting at the time of the Institute’s Annual Convention, at which time the Senior Director will announce the slate of candidates. All nominees shall be AIA members, assigned to a Component of the Region.
Nominations of Directors may be made to the Senior Director by petition containing the signatures of not less than ten AIA members of a Component in the Region, or by resolution of any Component within the Region.
Nominations may be made from the floor at the Annual Meeting of the Region at the time of election for the vacant office.
Campaign material shall be limited to the nominee’s information sheet, one 8-1/2” by 11” sheet, one sided. The sheet shall include a photograph of the nominee, along with any pertinent information about the candidate. The nomination petition or resolution and the information sheet shall be furnished to the Senior Director no later than thirty days prior to the Region Board meeting scheduled at the time of the Institute’s Annual Convention. After acceptance of an individual’s candidacy by the Senior Director, the information sheet may be used for mailing by the nominee or the nominating Component prior to the Regional Conference, and for distribution at the Conference.
A time for formal presentations by each nominee shall be provided at the Region Board meeting and at the General Business Meeting. They should be introduced at least two other times during the Conference, at the discretion of the host chapter.
The Senior Director is to appoint an Elections Chair to conduct the election at the Regional Conference.
Voting shall be by secret ballot by the accredited delegates present at the time set for elections at the Regional Conference. The vote shall be weighted by Component in proportion to the amount and manner prescribed by the Institute for elections at the preceding National Convention. Component delegates whose components have not paid their component dues in full will not be allowed to vote.
In additional to Component delegate votes, each of the following shall have one at-large delegate vote: each Director of the Region, each Institute president and past president who permanently resides in the Region, and each past Director of the Region who permanently resides in the Region. Delegates must be present to vote.
The candidate receiving the majority of votes will be elected. In the case where a majority is not reached, a runoff between the two leading candidates will determine the election. The winner of the election will be announced at the final social event of the Conference.
The Executive Group, made up of the Senior and Junior Director and the Region’s Executive Director, will confer via a telephone call once a month. In scheduling the calls, consideration should be given to the Regional Conference Guidelines so that the Group is on top of Conference planning timelines. Periodically the chairs of standing committees, commissions, task groups and conference planning committees should be included in the Executive Group calls to coordinate efforts.
The Region Executive is to review the Region’s investment quarterly. Prior to Certificates of Deposits maturing, and after consultation with the investment account broker, the Executive is to present potential investment strategies to the Directors for direction.
Checks issued by the Region are considered null and void if not cashed within 180 days.
The Region’s mailing list is available for sale for $500. A request for the full, or partial, mailing list that comes from a Component within the Region will automatically be granted, for the cost of the time and labels involved in preparing the list, only. All other requests will be reviewed by the Executive Group for appropriateness before the sale is made.
Following National Board meetings, the Directors will produce an E-Newsletter to the Board of Representatives. These newsletters will contain material of current interest to Component leadership.
Copies will be maintained at the Regional Office for historical purposes and to be given to newly elected Regional Directors.
The newsletter will be placed on the Region’s web site. Each Board member will receive by email, the newsletter or a synopsis of the articles with a link to the web page. Components are urged to include the newsletter with distribution of the Component’s newsletter to their membership.
A NW&P Regional Conference will be hosted each year by a Chapter of the region. The Region and the Host Chapter shall enter into an Agreement that defines their respective responsibilities. A member of the Host Planning committee will be appointed as a liaison to the Region. Generally the Region will loan startup funds to the Host Chapter in an amount as determined by the Board. The Region will continue to explore methods of increasing its support of the Host to enhance the potential for success of the conference.
Every Committee, Commission, or task group should endeavor to meet during Regional Conferences. Chairs need to submit their agendas to the Regional Office, three weeks prior to their scheduled meetings. The Regional Office will send meeting notices, with agendas, to committee, commission, and task group members two weeks prior to the meetings.
All Committees, Commissions, and task groups’ members will be invited to meet together for lunch prior to the Region Board meeting, usually the first day of the Conference. The Regional Office will make arrangements with the host chapter for meeting rooms and lunch reservations. Committees will generally be scheduled to meet immediately following the Committee lunch prior to the Region Board meeting.
The Region conducts an annual Design Awards Program in conjunction with the Regional Conferences. Each year’s program shall be jointly produced by the Region and the Host Component, with the program, schedule and necessary tasks for producing it outlined in the Region-Host Agreement.
A Regional Medal may also be presented during a Conference Awards event. The Host Component shall coordinate the schedule of an Awards Banquet/Event with the Regional office.
Revenue received from submittals, minus expenses incurred by the Program, is evenly split between the conference host chapter and the Region unless defined otherwise in the Region-Host Agreement.
The offices of the Region are to be located at an address determined by the Senior Director, or at the Region Executive’s Component offices if the Executive is being shared.
The Region Executive is to be selected by the Senior Director, with the concurrence of the Junior Director. The Executive is to assist the Directors in carrying out the responsibilities and procedures connected with the business and operations of the Region. A contract for services or employment between the Region and the Executive, or between the Region and a Component if the Executive is being shared, will be drafted by the
Senior Director, ratified by the Junior Director and signed by the Senior Director on behalf of the Region. The Senior Director with the Executive on an annual basis, as defined by the contract, will review executive performance. The Junior Director will ratify any modifications, extensions, or termination of the contract by the Senior Director.
The Executive’s specific duties include: supervising the Region’s staff; preparing the agendas, participating in and typing the notes of the Directors’ monthly conference calls; keeping an accounting of the design awards income and expenditures; working with the Region’s bookkeeper and Finance Committee to develop and track the Budget and quarterly Financials; monitoring the Region’s investments; keeping track of committee meetings, agendas, Minutes and rosters; and preparing meeting notices, agendas, packets, making meeting arrangements and taking Minutes for the Region’s Board and Annual Business meetings; and writing and distributing design award press releases, and developing and maintaining the Region’s web site.
The Region Operations Manager’s specific duties include: making conference call arrangements; paying the Region’s bills; producing quarterly financials; handling routine correspondence; invoicing Components and schools for dues payment; keeping track of local Component design award winners; overseeing mailings of the Board of Representatives and committees; and tracking services and billing the Region.
The Region’s Office Clerk’s duties include general office tasks.
The web site is to be used as a tool for communication within the Region. The Region office is responsible for updating the site on a monthly basis.
The Directors’ E-Newsletters, Minutes of Board Meetings and the Annual Business Meeting, photos and jury comments of the winners at the conclusion of the Design Awards program, Committee goals, a description of the Region, Bylaws, Governance Policies, and links to local Components can all be posted.
Conference host Chapters will be responsible for cost and design of their web page, subject to approval by the Directors. The Region will link to the site as soon after the preceding conference as the next site is ready.
Advertising will be accepted for the web site, upon approval of the Regional Directors.