Adopted - October 6, 1969, Memphis, Tennessee
Amended - October 5, 1971, Las Vegas, Nevada
Amended - May, 1975, (Mail Ballot), Columbus, Ohio
Amended - July, 1977, (Mail Ballot), Columbus, Ohio
Amended - October, 1977, Seattle, Washington
Amended - October, 1978, Chicago, Illinois
Amended - October, 1987, Edmonton, Alberta, Canada
Amended - October, 1992, San Diego, California
Amended - October, 1993, (Mail Ballot), Columbus, Ohio
Amended - September, 1997, Phoenix, Arizona
Amended - January, 1998, (Mail Ballot), Phoenix, Arizona
Amended - October, 1998, Vancouver, British Columbia, Canada
Amended - October, 2002, Phoenix, Arizona
Amended - September, 2003 (Mail Ballot), Phoenix, Arizona
Amended - October, 2004, Atlanta, Georgia
Amended - June, 2010, (Electronic Ballot), Phoenix, Arizona
Amended - May 2011, (Electronic) by CEFPI Regions
Amended December 2011, (Electronic) by CEFPI Regions
ARTICLE I - NAME
The name of the corporation shall be Association for Learning Environments (formerly Council of Educational Facility Planners International-CEFPI) hereinafter referred to as the Association.
ARTICLE II - OBJECT
The purpose of these bylaws shall be to facilitate the implementation of principles, policies and procedures, as specified and implied in the Articles of Incorporation of the Association.
ARTICLE III - PURPOSES
The purpose or purposes for which the corporation is formed are as follows: To operate exclusively for charitable, scientific or educational purposes, including but not limited to:
making gifts and contributions to one or more organizations (other than organizations testing for public safety) described in Section 501(c) (3) of the Internal Revenue Code of 1954;
improving education by influencing planning of educational facilities through (a) the exchange, publication and/or dissemination of current and emerging ideas, concepts and promising practices in educational facilities planning; (b) the identification, completion and diffusion of research; (c) the improvement of training programs for educational facility planning specialists in colleges and universities; (d) the strengthening and promotion of the use of coordination planning services by all affected educational institutions or agencies; (e) the promotion of improved design and construction of educational facilities;
to engage in any and all lawful activities that may be incidental or reasonably necessary to any of the foregoing purposes and to have and exercise all other powers and authority now or hereinafter conferred on non-profit corporations under the laws of the State of Arizona.
ARTICLE V - MEMBERSHIP
Section 5.1 Categories.
Membership in the Association shall consist of four categories: Individual, Institutional, Corporate, and Student.
Section 5.2 Individual Membership.
An individual is eligible for membership in the Association by meeting one of the following classifications:
Clause 1. Individuals who are actively employed by, retired, or staff members of national, regional, state, province and local public and nonpublic educational organizations, agencies, and governmental officials and employees of any country who are involved in planning educational facilities are eligible for membership in the Association.
Clause 2. Actively employed or retired college and university staff members who teach educational facilities courses, direct educational facilities research, direct or conduct educational facilities surveys, render educational facilities consultant services, or are otherwise involved in planning educational facilities, are eligible for membership in the Association.
Clause 3. A person who has been a Association member in good standing for twenty (20) years, has reached sixty (60) years of age, and has retired from compensated facility planning work may become an emeritus member entitled to all of the rights and privileges of the Association for the life of the member. A qualified member may be awarded an emeritus membership upon the recommendation by the region to the Chief Executive Officer and a majority vote of the Board of Directors. Should the emeritus member re-enter the field of educational facility planning after this status is bestowed upon him or her, that member will notify the Association Headquarters that they are no longer eligible for the rights and privileges of emeritus status until such a time when that member ceases employment. The member in this case will continue to hold the title of "emeritus" with suspended privileges of that status. The Board in its discretion may waive one or more of the requirements due to special circumstances, upon recommendation by a region board of directors. The region must submit, in writing, to the CEO the circumstances and reasons why the member should be granted emeritus status without having met the minimum requirements.
Clause 4. Editors of periodicals regularly devoting considerable space to educational facilities problems are eligible for individual membership in the Association.
Clause 5. Honorary membership may be granted at any time at the discretion of the Board of Directors.
Clause 6. Actively employed or retired individual architects, engineers and others who are involved in the planning and designing of educational facilities are eligible for membership in the Association.
Clause 7. Individuals who are employees of or retired from industrial firms that produce goods and services for educational facilities are eligible for membership in the Association.
Clause 8. A person who has served as International Chair of the Association shall become a lifetime member at the completion of office as Past-Chair and shall be entitled to all the rights and privileges of the Association for the life of the member.
Clause 9. Retired/Permanently Disabled Member Classification. Retired/Permanently Disabled Members are those who consider themselves retired and (a) attained 65 yrs. of age and a minimum of 15 yrs. membership; or (b) their attained age and yrs. of membership add up to 80 or greater. A person who is retired due to a permanent disability can apply for Disabled Membership. Evidence must be submitted that he/she is receiving total disability benefits from a private carrier or a government. The requirement for a minimum of 15 years of membership is waived for permanently disabled applicants. Dues for these categories shall be in the amount of one half (1/2) the prevailing individual rate of membership. Fees for services and conferences shall be at the same rate of that of a School District Personnel for those in either of these statuses.
Section 5.3 Institutional Membership
Clause 1. Institutions such as colleges, universities, school districts, boards of education of public and non-public schools, and other political subdivisions or agencies and departments of political subdivisions who may influence facility planning shall be eligible for membership in the Association. Each institution may designate three official representatives who shall be extended all rights and privileges of individual members. Members of institutions engaged in planning activities may become individual members of the Association.
Section 5.4 Corporate Membership
Clause 1. Consulting firms normally commissioned upon a fee basis by an educational system or institution or its prime consultants are eligible for membership in the Association. Such firms are normally employed to provide professional-technical services for educational facility planning. These firms would include consulting firms such as architects, engineers, educational consultants, and campus and urban planners. Each consulting firm may designate three official representatives who shall be extended all rights and privileges of individual members.
Clause 2. Organizations that produce goods and services for educational facilities may be eligible for membership in the Association. Each organization may designate three official representatives, dedicated to the improvement of the educational environment, from its professionals in planning, research and development who shall be extended all rights and privileges of an individual member.
Section 5.5 Student Membership.
Full time students majoring in areas related to educational facility planning or other areas deemed appropriate by the Board of Directors are eligible for individual student membership in the Association. Student membership shall be given and renewed only when accompanied by a statement from the student's academic advisor attesting to full time student status.
Section 5.6 Application.
Completed application forms with dues shall be filed with the Chief Executive Officer. Questions of eligibility shall be referred to the Chief Executive Officer for investigation and recommendation to the Board of Directors.
Section 5.7 Admission.
Admission to membership shall be by majority vote of the Board of Directors, except the Board of Director may delegate to the Chief Executive Officer the authority to admit to the membership any individual, institution, corporation, or student that clearly meets the requirements set forth for Association membership.
Section 5.8 Rights of Membership.
Clause 1. Upon acceptance into the Association, each candidate for membership shall be notified by the Chief Executive Officer and shall be entitled to the rights and privileges of membership as established by the Board of Directors effective from the date of approval of the application.
Clause 2. The terms "members in good standing" and "membership in good standing" refer to individual members, the official designated representative and associate representatives of corporate and institutional members, and student members. Members in good standing and that meet requirements stipulated in association policy shall be eligible for elected or appointed office.
Clause 3. Individual members, official designated representatives of corporate and institutional members, student members and emeritus members shall be the voting members for Association business and elections.
Section 5.9 Termination.
Clause 1. Through Resignation. Any member in good standing may resign from the Association at any time and be readmitted in accordance with terms and conditions established by the Board of Directors. To resign, the member must submit a written resignation to the Chief Executive Officer.
Clause 2. Non-Payment of Dues. A member shall be dropped from the rolls for non-payment of dues. The person may be readmitted under the terms of readmission for membership.
Clause 3. Re-admission. Any member may be reinstalled to membership in the Association upon payment of dues and fees owed at the time of termination.
Section 5.10 Affiliates.
The Board of Directors may create affiliate organizations within a nation state or grant affiliate status to currently existing organizations that are based outside of the North American continent.
Clause 1. Affiliate organizations must possess the same mission, vision, and values as the Association to be eligible for Affiliate status.
Clause 2. Affiliates will have bylaws that are reasonably consistent with the purposes of the Association, having consideration to local customs and culture.
Clause 3. The Association will establish a contract with each affiliate based on the individual needs of that affiliate organization. Membership within the affiliate will be considered membership within the Association with the exception that services will be supplied by the affiliate either through its own operation or through the contracted services agreement with the Association.
ARTICLE VI - ORGANIZATION
Section 6.1 Board of Directors of the Association.
Clause 1. Four Officers, a Director from each recognized region, and a Canadian Director appointed by the members from Canada, shall constitute the Board of Directors, who shall establish policy, set conditions for the operation of the Association and be responsible for its governance. All Officers and Directors shall be members in good standing, shall have been members in good standing for at least 5 years prior to the date they take office, and shall have a right to vote at Board meetings. Additionally, a Chief Executive Officer may be appointed and shall serve as a non-voting, ex-officio member of the Board of Directors as an Officer. Directors may be an ex-officio member of any committee in accordance with these bylaws.
Clause 2. Election to Office. Directors of the Board shall be elected from the Association's membership with due regard for diversity of background in facility planning, regional representation and membership in good standing. The regionally elected Directors and the Director elected from Canada shall be elected to serve for overlapping terms of three years.
Clause 3. Board Meetings. The Board of Directors shall hold a minimum of three regular meetings each year. Special meetings shall be held at the call of the Chair. All meetings may be conducted either electronically or in person.
Clause 4. Notice of Board Meeting. The Chair or a majority of the Board of Directors shall determine the time and place of all Board meetings. At least thirty days prior to the Board meeting, the Chief Executive Officer shall notify all of the Officers and Directors of the time and place of the meeting. The Chief Executive Officer shall provide a prepared agenda of the forthcoming meeting and the minutes of the preceding meeting at least ten days before the meeting.
Clause 5. Quorum. A simple majority of Board members shall constitute a quorum for a transaction of business at any meeting of the Board.
Clause 6. Compensation. Members of the Board of Directors shall serve the Association without salary.
Clause 7. Resignation. Any director may resign from the Board at any time, by giving written notice thereof to the Board. Such resignation shall take effect at the time specified therein and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.
Section 6.2 Officers of the Association.
Clause 1. Chair of the Board. The Chair of the Board shall serve for a one-year term. This office shall be filled by the person who served as the Vice Chair during the preceding year. The Chair shall preside over the Board of Directors and conduct the business of the Association in accordance with these bylaws. The Chair may call special meetings of the Board of Directors wherever he/she deems it necessary and shall call such meetings whenever he/she is requested to do so by a majority of the Board of Directors or by a majority of the Association membership. The Chair may be an ex-officio member of any Association committee. He/she shall perform all other duties incident to his/her office. The Title of Chair will also refer to the title of President for historical purpose as all preceding officers holding this position were referred to as President.
Clause 2. Vice Chair. The Vice Chair of the Board shall serve for a one-year term, providing he/she is available and a member in good standing shall automatically succeed to the office of Chair after serving as Vice Chair. In the absence or disability of the Chair, the Vice Chair shall preside and exercise the power of the Chair. The Vice Chair may be an ex-officio member of any Council committee.
Clause 3. Chair Elect. The Chair Elect of the Board shall serve for a one-year term, shall be duly elected by the Board of Directors and providing he/she is available and a member in good standing, shall automatically succeed to the office of Vice Chair after serving as Chair Elect. The Chair Elect may be an ex-officio member of any Association committee.
Clause 4. Past Chair. The immediate Past Chair of the Board shall serve a one-year term. He/she shall perform all duties prescribed by the Board of Directors. The term Past Chair may also refer to Past President for historical purposes. All Past Presidents of the Association may refer to themselves as either Past President or Past Chair.
Clause 5. Chief Executive Officer. The Chief Executive Officer shall serve as the chief administrator for the Association. He/she shall be appointed by the Board of Directors who shall set the conditions of employment and assign duties and responsibilities.
Section 6.3 Committees.
Clause 1. The committees of the Association shall consist of Standing committees and Ad Hoc committees. Standing and Ad Hoc committees of the Association shall be designated at the discretion of the Board of Directors. All such committees shall be designated by the Board of Directors for the Chief Executive Officer's implementation, and their formation shall be made a part of the records of the Association. Members shall be appointed with due regard for diversity of background, representation in the region, and membership in good standing with the Association. The Board of Directors shall review the Association's committee structure regularly to ensure committee assignments are relevant to the Association's changing mission and/or organization.
Clause 2. Appointments. The Board of Directors shall appoint the membership and chairperson of all committees of the Association. All committees shall be subject to the policy established by the Board of Directors.
Clause 3. Compensation and Expenditures. Committee members shall serve on Association committees without salary. Committee expenditures shall be based upon a program of committee activities and supporting budget coordinated by the Chief Executive Officer and approved by the Board of Directors.
Clause 4. Reports. Each committee chairperson shall submit budget requests and make progress reports as requested by the Chief Executive Officer.
Section 6.4 Regional Organizations.
Clause 1. Purpose. The Association shall encourage and recognize Regional Organizations to stimulate involvement and interaction of Association members in pursuing Association goals and objectives at the regional level.
Clause 2. Establishment. The Board of Directors shall establish regional areas and approve general organizational and operational procedures for the Regional Organizations.
Clause 3. Representation on Regional Organization's Board. Directors to the Board of the Regional Organizations shall be elected from the Association's membership in the Regional Organization with due regard for diversity of background, representation from the region and membership in good standing with the Association.
Directors to the Board of Regional Organizations shall be elected to terms of office specified in the Regional Organization's bylaws as recognized by the Association.
Clause 4. Each Regional Organization shall be represented on the Association's Board of Directors by one regionally elected individual. This individual will serve on the Association's Board of Directors for a three-year term and shall be elected from the Regional Organization's membership with due regard for diversity of background, representation from the region and membership in good standing. In an effort to develop overlapping terms of office, the Association's Board of Directors will establish a date for each Regional Organization to elect their respective representative to the Association's Board of Directors.
Section 6.5 Chapter Organizations.
Clause 1. Purpose. The Association shall encourage and recognize Chapter Organizations to stimulate involvement and interaction of Association members in pursuing Association goals and objectives at the chapter level.
Clause 2. Establishment. The Board of Directors shall establish chapter areas and approve general organizational and operational procedures for the Chapter Organizations.
Clause 3. Representation on the Chapter Organization's Board. Directors to the Board of the Chapter Organizations shall be elected from the Association's membership in the Chapter Organization with due regard for diversity of background, representation from the region and membership in good standing with the Association.
Directors to the Board of Chapter Organizations shall be elected to terms of office specified in the Chapter Organization's bylaws as recognized by the Association.
Clause 4. Representation on Regional Organization's Board of Directors. One regionally elected individual shall represent each Chapter Organization on the Regional Board of Directors. This individual will serve on the Regional Board for the term specified in the Regional Bylaws.
Section 6.6 Accredited Learning Environment Planner (ALEP) Program and Commission.
Clause 1. Purpose. The Accredited Learning Environment Planner (ALEP) program is designed to elevate professional standards, enhance individual performance, and designate educational facility planning professionals who demonstrate the knowledge essential to the practice and art of educational facility planning.
Clause 2. Establishment. The Board of Directors shall establish the ALEP program and delegate the responsibility of administration, regulation, maintenance and discipline to an independent Commission of members of the Association in good standing, that have met the requirements stated within policy established by the Board of Directors and within the ALEP operating policy.
Clause 3. Independence and Dissolution of the Commission. The ALEP Commission will operate independently from the Board of Directors all matters pertaining to the standards, qualifications, rules, and appeals within the ALEP program. The Board of Directors may dissolve the ALEP Commission upon a 2/3 majority vote, followed by a simple majority ratification by the Regional Organizations.
Clause 4. Board Representation. A member of the Board of Directors will serve as the chair of the Commission, but must abstain from any vote of the Board of Directors for dissolution. The Chief Executive Officer (or his/her designee) will serve as a non-voting ex-officio member of the Commission.
ARTICLE VII - MEETINGS
Section 7.1 Annual Meeting.
The time, place and duration of each annual meeting shall be determined by the Board of Directors two to five years in advance of the meeting.
Section 7.2 Notice of Meetings.
The time, place and duration of each annual meeting shall be announced to the Association membership at least twelve months in advance of the meeting.
Section 7.3 Special Meeting of the Membership.
Special meeting of the membership for the discussion of urgent or emergency business which is not feasible to be accomplished by mail description and ballot may be called by the Board of Directors on their own initiative. Association members in good standing. Such requests shall state in writing the reasons for the request and shall be addressed to the Chief Executive Officer. The Chief Executive Officer is responsible to notify the Association members eligible to attend at least thirty days prior to the special meeting.
Section 7.4 Board of Director's Meetings.
The Board of Directors shall approve an agenda and determine the frequency, location and duration of its own meetings.
Section 7.5 Quorum.
A quorum for the transaction of business at any annual meeting of members shall be a simple majority of the current membership present and voting at that meeting of the Association.
Section 7.6 Secretary to the Council. Maintenance of Records.
The Chief Executive Officer shall serve as secretary to the annual meeting, the special general Association meetings and the Board of Directors meetings. The Chief Executive Officer will be responsible for the maintenance of complete records for all Association meetings. In the absence of the Chief Executive Officer, the Chair or presiding office will appoint a secretary for the purpose of recording all transactions.
ARTICLE XIII - DUES AND FEES
The Board of Directors shall determine the schedule of fees. The Board of Directors shall review the schedule of dues and fees at least annually and notify the membership at least six months in advance of the effective date for any change in the schedule. Affiliates shall establish their own dues and fees structure and collection practice.
All dues and fees are payable in local national currency.
Membership may be terminated as provided for elsewhere in these bylaws.
ARTICLE IX - AMENDMENTS
Any member may propose amendments to these bylaws. Such proposals shall be in writing and shall be considered at the next regular meeting of the Board of Directors and shall be presented to the Association membership for consideration in accordance with the provisions of these bylaws.
The Board of Directors may propose the repeal, amendment, or re-enactment of these bylaws of the Association not contrary to the Articles of Incorporation or the law. Every such bylaw and every such repeal, amendment or re-enactment thereof, shall be presented to the Regions for approval by a simple majority vote. Each Region Board of Directors will cast one vote.
Notice of any proposed amendments to these bylaws shall be submitted to the membership one month prior to the date of voting by the Region Board of Directors.
The Chief Executive Officer shall publish the votes of the Regions to the membership within 30 days after all regions have submitted their decisions.
The Chief Executive Officer may make non-substantive changes to these bylaws for purposes of grammar corrections and in order to remain within the legal guidelines of the State of Arizona and the United States as necessary, without complying with the ratification procedures under section X of these bylaws.
ARTICLE X - GENERAL
Section 10.1 Contracts.
The Board of Directors shall establish policy as to which officer or officers, agent or agents, shall be authorized to enter into any contract or execute any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee of the Association by any contract or agreement shall pledge its credit or render it liable for any purpose or to any amount. No officer of the Association may execute, acknowledge or verify any instrument in more than one capacity.
Section 10.2 Bonding/Insured.
Clause 1. The Chief Executive Officer and his/her designated representatives shall be fidelity bonded or insured for a sum equal to the amount of the annual budget.
Clause 2. Regions, Chapters, and Affiliates operating outside the United States and Canada shall be fidelity bonded and insured in accordance with their local laws and customs and in accordance with requirements set forth by their articles of incorporation and bylaws.
Clause 3. Regions and Chapters within the United States and Canada that are incorporated for the purposes of fiscal management, shall be fidelity bonded and insured in accordance with state/provincial law and requirements set forth by their articles of incorporation and bylaws.
Section 10.3 Auditing.
The financial transactions of the Association be examined annually by a Certified Public Accountant. The Chief Executive Officer shall transmit this report to the Board of Directors who shall inform the membership of the financial condition of the Association. The Board at its discretion may request a "review" in lieu of a "full audit."
Section 10.4 Vacancies.
Clause 1. In the case of a vacancy in the office of Chair, the Vice Chair, if available and in good standing, shall at once succeed to the office of Chair and shall serve for the remainder of the term in the capacity and shall continue in the office as Chair for the ensuing year.
Clause 2. If a vacancy occurs in the office of the Vice Chair, the Chair Elect shall immediately succeed to the office of Vice Chair. If there is no Chair Elect, or if such person is unable to serve, the position will remain vacant until the next election at which time, both the Chair Elect and Vice Chair will be elected by the membership through the nominations process contained within these bylaws.
Clause 3. If a vacancy occurs in a directorship elected by a region, the vacancy shall be filled by the vote of the governing body of that region unless the regions bylaws provide otherwise. The person so elected will fulfill the term of the Director being replaced.
Clause 4. If a vacancy occurs in the office of Past Chair, the vacancy shall not be filled until the current Chair’s term ends, but the Board of Directors may appoint a current member of the Board of Directors to replace the Past Chair on the Executive Committee.
Section 10.5 Parliamentary Authority.
The latest edition of Robert's Rules of Order shall be the authority on all questions of parliamentary law and proceedings. This authority shall govern the Association in all cases to which the rules therein are applicable and in which the said rules are not inconsistent with the Articles of Incorporation and bylaws.
Section 10.6 Leadership.
The Board of Directors is responsible for the leadership of the Association as an International Organization, influencing and improving educational facilities. The Board of Directors shall consult with and recommend to the Association membership adjustments, extensions of existing programs and future projections of Association activities.
Section 10.7 Dissolution.
In the event of termination, dissolution or winding up of this corporation (Association) in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to and only to one or more organizations described in Section 501(c) (3) of the Internal Revenue Code of 1954 as now or hereafter existing, amended, supplemented or superseded, as the case may be.
Section 10.8 Foundation.
The Board of Directors may authorize the creation and funding of one or more separate charitable foundations to receive charitable contributions, grants, and other funds to be used for charitable, scientific or educational purposes and to further the general purpose of the Association. Any such foundation will be organized as a wholly owned subsidiary of the Association. The Association's Board of Directors will serve as the board or other governing body of any such subsidiary.