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Revised October 2010
ARTICLE 1 – PURPOSE, DUTIES & LIMITATIONS
1.1 Purpose
This document has been written to supplement the AIA Northwest and Pacific Region’s (Region) Bylaws and to outline the operating policies and procedures of AIA Northwest and Pacific Region Board of Representatives and the Executive Group. It is updated periodically at the discretion of the Regional Directors, with the concurrence of the Board of Representatives. 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.
1.2 Strategic Plan
The AIA NWP Region’s Mission and essential purpose is accomplished through the following strategies:
1.3 Implementation Plan
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.
ARTICLE 2 - GOVERNANCE
2.1 BOARD OF REPRESENTATIVES
The Region’s Board of Representatives is to deliberate and act on matters before it. It is to establish Governance Polices 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.
2.1.1 MEMBERSHIP ON THE BOARD
Membership on the Regional Board of Representatives shall consist of the Directors of the Region; two representatives from each Component as established by the Bylaws . 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.
2.1.2 MEETINGS OF THE BOARD
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.
2.2 EXECUTIVE GROUP
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.
2.3 REGIONAL REPRESENTATIVES TO THE FOLLEGE OF FELLOWS
The Region is required by the National AIA’s College of Fellows to elect two Fellows within the Region to serve as liaisons between the Fellows within the Region and the College of Fellows. The terms for these two individuals shall parallel those of the Region’s elected Directors such that in any year in which a new Director is to be elected one of the Regional Representatives to the College of Fellows shall also be elected. The terms will be three years in duration. Nominations for this position may come from the Fellows Committees of the Region’s Components, The Boards of Directors of the Region’s Components or individual Fellows within the Region may self nominate. The Senior Director, in consultation with the Regional Representatives to the College of Fellows and the staff shall administer the election. The detailed list of duties of the Regional Representatives to the College of Fellows may be obtained from the current Representatives by anyone interested in this position.
2.4 STAFF
2.4.1 Region Executive
The Region Executive is to be selected by the Senior Director, with the concurrence of the Junior Director, as established by the Bylaws, Article 2.3.1. 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.
ARTICLE 3 – MEETINGS & CONFERENCES
3.1 ANNUAL MEETINGS
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.
3.2 REGIONAL CONFERENCES
3.2.1 CONFERENCE
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.
1. CONFERENCE GUIDE. The Conference Guide Book, which provides information to guide the Host in planning and conducting a Conference, shall be maintained by the Region Executive and provided to Host Components to assist in carrying out their Conference responsibilities. Immediately following the Conference, the Director will review the Guide modifications.
2. CONFERENCE HOST AGREEMENT. There shall be an agreement executed between that Host and the Region (Host Agreement) at the time of acceptance by the Component of host responsibilities for a Conference. This Host Agreement shall set forth the time, place, general agenda and objectives of the Conference. The Senior Director shall have the Host Agreement drafted, and it shall be reviewed and revised as necessary by the Senior Director and Host and finally signed by the President of the Host Component, its Conference Chair, and by the Senior Director. As a Minimum, the Host Agreement shall stipulate the following:
A. GENERAL AGREEMENT. The Host Agreement shall stipulate the particulars pertaining to any funds advanced to the Host and return of funds to the Region. It shall further stipulate the mutual agreement between the parties pertaining to any revenue surpluses or losses and the mutual understandings pertaining to responsibilities of each party for mailings, award programs, professional development programs, speakers, exhibitors and any other matters mutually agreed to.
B. ADVANCE. The Region shall, upon request of a Host, make a non-interest bearing loan as an advance to the Host for a period not to exceed eighteen (18) months. The amount of the advance shall be determined by the Directors and stipulated in the Host Agreement. The advance shall be made approximately fifteen (15) months prior to the Conference. This sum is intended to provide advance financing for printing and other expenses necessary for Conference programming and planning, and its release by the Region to the Host is contingent upon the Host presenting, to the satisfaction of the Senior Director, a Conference plan and supporting budget that meets the Conference Purposes, including provision of appropriate opportunities for participation by the Region Board, Component Members and Delegates in the business of the Region.
C. RETURN OF ADVANCE. The Host shall return any advance sum loaned by the Region as soon as possible, but not later than ninety (90) days after the Conference. Advances not returned in the prescribed time shall bear a service charge of one (1) per cent per month accrued each month the advance remains unreturned.
D. CONFERENCE REPORTS. After being selected and agreeing to Host a Conference, the Host for that Conference shall provide periodic reports of its planning process, including any expenditures and the status of the Conference, including time, place and agenda to the Region Board at its regular meetings upon request to the Senior Director. Failure to comply with such a request may result in the request for return of advance monies and the termination of the agreement between the Region and Host for that Conference.
F. CONFERENCE SUMMARY REPORT. Upon completion of the Conference, the Host shall prepare a report critiquing the successes and/or perceived shortcomings of the Conference and shall complete a final reconciliation of the accounts for expenses and revenues.
3.2.2 REGIONAL AWARDS PROGRAMS
3.2.2A Design Awards
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. See Section 5.4 for the specifics of the program.
3.2.2B Medal of Honor
A Regional Medal of Honor 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. See Section 5.4 for the specifics of the program.
ARTICLE 4 – ELECTIONS AND VOTING
4.1 Nominating and Election Procedures
Nominating and Election procedures for Directors shall be as established by the Bylaws, Article 4.The Senior Director is to appoint an Elections Chair to conduct the election at the Regional Conference.
4.2 Voting for Other Region Business
For other Region Business, voting shall be conducted according to Roberts Rules of Order..
ARTICLE 5 - COMMITTEES
5.1 ESTABLISHING COMMITTEES
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.
5.2 COMMITTEE PROCEDURES
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.
5.3 .LEADERSHIP DEVELOPMENT TEAM
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 assigned 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 event 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 criteria for proposals is as follows:
5.4 STANDING COMMITTEES
In addition to the Chair, standing committees may be composed of three (3) to four (4) Architect Members from a Component assigned to the Region with staggered terms of two or three years each. Standing committees shall be appointed by the Directors and include, but not restricted to, the following:
5.4.1 FINANCE COMMITTEE. The Finance Committee is a standing committee whose purpose is to evaluate budgets and the fiscal well being of the Region and make recommendations to the Directors regarding changes to existing fiscal programs and for the implementation of future fiscal programs safeguard that will help ensure the fiscal wellbeing of the Region. The Finance Committee chair shall be the Senior Director who shall not vote except in the case of a tie vote.
5.4.2 AWARDS COMMITTEE
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 in consultation with the Host Chapter for the current year’s Regional Conference. Typically this individual will be the Host Chapter’s designated Awards Chair. 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.
5.4.3 REGION DESIGN AWARDS PROGRAM
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 total is preferred.
The program is open to built projects which have been completed during the previous five years prior to the current year, and prior to the deadline for receipt of submissions. Submissions must be the work of a member of the AIA Northwest and Pacific Region, regardless of the project’s geographic location; or of a project located within the AIA Northwest and Pacific Region, designed by an AIA architect based elsewhere. In the case of collaborative projects, primary design authorship shall be attributed to one firm and signatures are required by all collaborating firms. An individual or firm may submit an unlimited number of entries. Projects that have won awards in other programs or were submitted in prior years to this program are eligible. Prior award winners in this program and work by the design professionals serving as jurors that year (or by their firms) are ineligible. Entries found to be in default of the above requirements will not be considered.
Revenues from Awards Programs
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.
5.4.4 THE MEDAL OF HONOR AWARD COMMITTEE.
The Medal of Honor Award Committee of 3-5 Members shall be appointed by the Regional Directors to act as a jury to select and recognize an individual member of the AIA Northwest and Pacific Region who has consistently demonstrated excellence in design, the practice of Architecture, Architectural education, and service to the profession, which has promoted public understanding of Architects and Architecture, and who has made notable contributions unique to this Region. The Committee will arrange for the token award, a medal, to be presented to the recipient and appropriate publication of the award to be made.
5.4.4 CONFERENCE SUPPORT TEAM. The Conference Support team is a standing committee whose purpose is to review, consult, and advise regional components on the planning and execution of regional conferences. The Team shall be made up of the chairs of the two most recent Regional Conferences and the next two chairs in line to plan future Regional Conferences.
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.
5.4.5 Planning Committee
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.
ARTICLE 6 – DUES AND FINANCES
6.1 Dues
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 will be assessed at the rate of $9.00 per Architect Member. $2.00 of the dues will be designated for the Leadership Development Fund
Dues for other Component Members, such as State Councils, shall be a lump sum amount determined by the Board.
6.2 FINANCES
The Region Executive is to review the Region’s investments quarterly 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.
ARTICLE 7 – OTHER OPERATING PROCEDURES
7.1 COMMUNICATIONS
7.1.1 MAILING LISTS
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.
7.1.2 WEB SITE
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.
7.2 COMPONENT VISITATIONS
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:
Option 1
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.
Option 2
Directors are invited to a membership meeting to make some remarks, followed by a tour that allows the directors to mix with members.
Option 3
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.
ARTICLE 8 – GOVERNANCE POLICIES REVISIONS
The Executive Group, Director(s) or any Region Component may initiate revisions to these Governance Policies which may be revised by the Region Directors at any time and presented at any regular meeting of the Region or by special conference call meeting.
Adopted October 2010