Bylaws of the South Texas Chapter of the Southern Region
Association for Learning Environments
Adopted August 1995
(New Template) Amended July 2012
The South Texas Chapter of the Southern Region of the Association for Learning Environments (the Association) is a Non-Profit Organization made up of individuals whose professional activities involve a responsibility of one or more of the following areas: planning, designing, constructing, equipping, administering and/or maintaining the physical environment of education. The Chapter seeks to further the goals of education by providing services, activities, and knowledge related to the development of superior educational facilities.
The purpose of this Chapter shall be to assist the Association and the Region implement their programs, to serve as a vehicle for the local activities of the Association and the Region, and to provide a forum for members of the Chapter to meet and discuss matters of common interest and concern.
The geographic area to be served consists of the San Antonio region of central and south Texas, including Bexar County, Comal County, Guadalupe County, Kendall County, Wilson County, Atascosa County, Medina County, Bandera County, and any other place within the Southern Region which is closest to this chapter and is not otherwise within the defined area of other chapters.
The chapter seeks to attain the following goals and objectives:
Article 1. Advocacy
To establish an advocacy program encouraging all communities to support quality educational facilities as an integral part of a quality educational program.
To support the highest professional standards for all members through the exchange of ideas and practices associated with the design of educational facilities.
To encourage and assist in comprehensive educational planning by public and private school systems.
Article 2. Education
To promote educational and quality professional development opportunities for facility planning professionals and educational institutions, agencies and personnel through workshops, conferences, exhibits, and meetings with related associations.
Article 3. Research
To identify and disseminate educational facility research.
To promote statewide research in the design and construction of educational facilities.
To review regulations and codes pertaining to educational facilities.
To help achieve the objectives and support the activities of the Association, its Regions and Chapters.
Article 4. Membership
Any member in good standing of the Association whose residence and/or place of business is in the geographical area of the South Texas Chapter shall automatically become a member of this chapter. No additional dues are collected by this chapter.
Membership privileges shall include:
4.2.1 The right to vote at chapter meetings.
4.2.2 Receipt of chapter mailings.
4.2.3 Participation in chapter activities.
Individual members in good standing are entitled to one vote for all chapter business and elections. Official designated representatives of Corporations/Institutions that are members in good standing are entitled to the same privileges as individual members.
Non-Association members whose professional activities involve educational facility administration, planning, design, construction, equipping, or maintenance may attend chapter meetings as a non-member. However, should non-members desire to be kept informed of chapter activities, functions and meetings, they will be assessed a fee as established by the Board of Directors.
Article 5. Governance
Members shall be notified of all chapter meetings at least ten (10) days prior to such meeting. Not later than September 15th of each year, an annual meeting of the members of the Chapter shall be held at such time, and at such place as shall be fixed by the Board of Directors, for the purpose of electing directors, and for the transacting of such other business properly coming before the meeting. Primary notification may be issued electronically via email to the address currently on record with the Association.
Matters requiring approval, including the election of officers, shall be by a simple majority vote of those present at the chapter meeting. The number of members present at a Chapter Meeting shall constitute a quorum for purposes of transacting business at that meeting.
The officers shall administer the affairs of the chapter in accordance with the limits of authority set forth by the membership.
The fiscal year shall be from January 1 to December 31.
The chapter may generate income to fund activities through seminar fees, grants, donations, etc.
The address of the chapter shall be determined by the President during his term of office.
Amendments to Charter and Bylaws must be submitted to the Chapter Officers in written form for distribution to the chapter membership a minimum of thirty (30) days before voting. Approval requires a simple majority vote of members present, or a simple majority of mail ballot. All amendments must be submitted to the International Board of Directors for final approval.
The latest edition of Robert's Rules of Order shall be the authority on all questions of parliamentary law and proceedings and shall govern this chapter in all cases to which the rules therein are applicable, and in which the said rules are not inconsistent with the governing documents of the Association, the Southern Region, or this chapter. Such authority shall apply to all meetings conducted on behalf of this chapter including meetings of the Members, Board of Directors, and committees
Article 6. Chapter Officials
Board of Directors
– The Board of Directors shall consist of the Executive Officers and at least one (1) and a maximum of three (3) Directors, not including any ex-officio or other special members as may be provided for elsewhere in these By Laws, elected at-large by the membership of the South Texas Chapter. To qualify to serve, Directors shall be members in good standing of the parent and regional organizations, and shall have been a member of this chapter for a minimum of one year. The Board shall be in full control of the management of the affairs of the chapter as subject to the by-laws and directives of its membership. Meetings of the Board shall be held at least two (2) times per year. Each director shall be given at least seven days notice of upcoming meetings. All Directors of this chapter, not including ex-officio or special members, shall have one equal vote, irrespective of Office, in conducting the business before this Board. Directors shall serve without salaries.
6.1.1 Nomination of Directors – A nominating committee shall be convened at least two months in advance of a forth-coming election for the purpose of nominating at least four at large Directors, including President-Elect. This committee will meet as frequently as it deems necessary to timely accomplish its charge in advance of the Annual Meeting. Such nominations shall include the Officers of the Chapter to be held among the nominated Directors, hereinafter also referred to as "slate".
18.104.22.168 The slate shall be accepted by the Board of Directors prior to the required notice of the Annual Meeting and shall be published with such notice.
22.214.171.124 The slate shall be read to the membership at the annual meeting in the form of a report of the Nominations Committee and, as such, will not require a second to be recognized by the meeting chair and placed before the members for their consideration.
126.96.36.199 Nominations for Directors and Officers, except for President and Immediate Past President, may be made from the floor at the Annual Meeting following a reading of the report of the Nominating Committee and recognition by the meeting chair.
188.8.131.52 Criteria for nomination shall include due regard for diversity of background, representation in geographical area of this chapter, service, and membership in good standing with the Association.
184.108.40.206.1 Tenure of service to the chapter as a Director, committee member, or other reasonable consideration of merit may also be cause for nomination of Directors and Officers.
220.127.116.11.2 During any given term, there shall be at least one representative, each, from:
A school district or other public education entity;
A design profession or professional service consultant; and
A contractor or supplier in nomination or otherwise sitting as a Director of this chapter.
Other related members, organizations, or entities as may be determined appropriate for representation.
6.1.2 Election of Directors and Term of Office
– Directors of this Chapter shall be elected by the chapter members who are present at the Annual Meeting, and shall assume office upon the close of that year's International Conference. The nominee for President-elect shall be elected for a 3 year Director's term and shall occupy the offices, in order, of President-Elect, President, and Immediate Past-President in each of the successive years of this term. Remaining Directors shall be elected "at large" for a one year term, one of whom shall be nominated and elected to fill the office of Secretary-Treasurer.
6.1.3 Meetings of Directors
– Directors of this Chapter shall meet at least once per quarter, but may meet more frequently.
18.104.22.168 Quorum: A minimum of two Members of the Executive Committee shall be present and a quorum of not less than four Directors, including Officers, shall be required to conduct business. When fewer than four Directors are present, all decisions must be by unanimous vote.
22.214.171.124 Notice of Meetings: Notice for in-person meetings (regularly called) shall be issued not less than two business days in advance of the proposed meeting date and shall include the subject of the meeting. Notice may be issued in writing, electronically by email or fax.
126.96.36.199 Action taken outside of a called meeting: The business of the Board of Directors of this chapter may be conducted outside of a regularly called meeting if:
Notice is given as required for a regularly called meeting and such notice is acknowledged by all Directors prior to any action taken in this manner. If acknowledgement is not received within five business days, such notice is invalid and no business may be conducted in this fashion.
Any action taken must be agreed to by not less than two thirds of all Directors and entered in the records of this chapter by the Secretary Treasurer.
6.1.4 Vacancies and Removal of Directors
188.8.131.52 In the case of a vacancy in the office of President, the President- Elect, if available and in good standing, shall at once succeed to the office of President and shall serve for the remainder of the term in that capacity and shall continue in the office as President for the remainder of the current term.
184.108.40.206 In the case of a vacancy occurring in the office of the President-Elect, the Board of Directors shall appoint an acting President-Elect from the current Board of Directors to serve in this office for the remainder of the current term. If the vacancy occurs less than three months prior to a scheduled election, the Board may defer appointment to the action of the Nominations Committee.
220.127.116.11 In the case of a vacancy occurring in the office of the Secretary-Treasurer, the Board of Directors shall appoint an acting Secretary-Treasurer from the current Board of Directors to serve in this office for the remainder of the current term. If the vacancy occurs less than three months prior to a scheduled election, the Board may defer appointment to the action of the Nominations Committee.
18.104.22.168 In the case of a vacancy occurring in the office of the Immediate Past President, no action shall be taken for replacement. The office shall remain vacant until the term of the currently presiding President shall expire, and succession to this office shall occur as defined elsewhere in these By- Laws.
22.214.171.124 In the case of a vacancy occurring among the Directors who are not Officers, the Board shall appoint an acting Director from the current membership of that Director's standing committee or from the general membership of this Chapter if such committee is not populated. Such appointment shall serve for the remainder of the current Board term. The Board may enlist the Nominations Committee to assist in the recruitment of candidates for appointment. If the vacancy occurs less than three months prior to a scheduled election, the Board may defer appointment to the action of the Nominations Committee. In the event that the number of currently serving Directors may become fewer than six within the three months in advance of a scheduled election, the President may make a summary appointment from among the membership of this Chapter.
126.96.36.199 If a Director of this chapter is absent from at least three consecutive Board meetings without formal excuse submitted to and accepted by the President or the Board, in general, such Director may be subject to summary removal from the Board by action of majority vote of all Directors of this chapter.
188.8.131.52 In the event that a Director may become incapacitated, ineffective, or otherwise found by a majority vote of all Directors to be incapable or otherwise unwilling to fulfill the requirements of service, such Director will be removed by such determination of the Directors.
6.2.1 Executive Officers – Chapters shall be governed by at least four (4) officers. They may include: Past-President, President, President-Elect, Secretary, and Treasurer. Secretary and Treasurer will serve a three-year term; all other officers shall be elected for a one (1) year term.
6.2.2 President – The President shall serve in this office for a term of one year, and the office shall be filled by the person who served as President Elect during the preceding year. The President shall automatically succeed to the office of Immediate Past President after completing a single term as President. The President, acting as the Chairperson of the Board of Directors, shall conduct its business in accordance with these By-Laws and any other governing documents having jurisdiction over this chapter. Duties: The duties of the President of this chapter include:
Call meetings of the Board of Directors or the members of this chapter whenever necessary and shall call such meetings whenever requested to do so by a petition of the members.
Act as chairperson of all meetings of the Directors or members.
Shall be an ex-officio member of any chapter committee.
Supervise chapter activities
Prepare or otherwise give an annual report as may be required by the Association or the Region, and to submit a current list of chapter officers to the Association and the Southern Region for their current records.
Report to Region and Headquarters on Financial matters, Awards, etc., Calendar of Events, Supervise professional programs,
Appoint special committees
Preparation of agendas for all meetings of the Directors and Members, or may delegate that task to another Director.
Represent this chapter in its seat on the Southern Region Board of Directors.
– The President-Elect shall serve in this office for a term of one year and automatically succeed to the office of President after completing a single term as President-Elect. The Duties of the President Elect shall include:
Assist the President
In the absence or disability of the President, the President-Elect shall temporarily preside and exercise the powers and duties of the President until such a time as the President is, again, able or present.
Chair the Nominations Committee, unless otherwise directed by the President of this chapter.
– The Secretary-Treasurer shall serve in this office for a term of one year. Duties of the Secretary Treasurer include:
Perform such duties which are consistent with this office and as may be required by the Board of Directors or governing documents of this chapter, including
Recording, filing, and otherwise maintaining the minutes of all meetings of the members and Directors and other records,
Conducting necessary correspondence and communications with members.
Responsibility for financial management, collection and disbursement of funds, and transferring such funds to and from the Southern Region or International on behalf of this chapter.
Preparing and managing the budget for this chapter
The Secretary/Treasurer will be responsible for preparing and presenting comprehensive financial reports at the annual meeting of the Chapter and as at such other times as may be requested by the Board of Directors. And filing reports, as required, with the Association Headquarters.
Work with this chapter's Membership Coordinator to maintain the Chapter's mailing list
May, from time to time, assist the President in preparing the agenda.
Work with the Immediate Past President in maintaining an archive of the Chapter's records.
Oversee chapter program registration, collection of registration fees, and coordinate CEU credits for AIA and other organizational credits as may be identified.
6.2.5 Immediate Past President
– The Immediate Past President shall serve in this office for a term of one year immediately following his/her term as President of this chapter. Duties of the Immediate Past President include:
Assist the President and Other Directors of this chapter in the performance of their duties as may be needed from time to time.
Advise the Directors on continuity of traditions, procedures, and any other historic knowledge that the Immediate Past President may possess with regard to the operations of the Association, the Southern Region, and this chapter.
Prepare, update and otherwise maintain historic data as may be deemed necessary or useful by the Board of Directors. Such information may include maintaining lists with annotations as may be appropriate of emeritus directors, emeritus officers, recipients of awards and recognitions, etc.
Work with the Secretary-Treasurer in maintaining an archive of the Chapter's records.
6.3.1 Director of Membership – The Director of Membership shall be responsible for maintaining the roster of members of this chapter, developing the Chapter's membership program and assist the Secretary-Treasurer with maintaining the Chapter's mailing list. The Director of Membership shall act as chair of a Membership Committee as may be appointed from time to time.
6.3.2 Director of Programs – The Director of Programs shall be responsible for working with Chapter members in planning and coordinating the programs for the Chapter. The Director of Programs shall act as chair of a Program Committee as may be appointed from time to time.
6.3.3 Director of Sponsorship – The Director of Sponsorship shall be responsible for working with Chapter members in recruiting and developing sponsors and sponsorship programs for the Chapter. The Director of Sponsorship shall act as chair of a Sponsorship Committee as may be appointed from time to time.
6.3.4 Ex Officio – Current Southern Region Board Members who reside within the geographical area of this chapter shall serve as Ex Officio non-voting members of this chapter to represent the chapter members as a whole.
– The committees of this chapter shall consist of Standing committees and Ad Hoc committees. Standing and Ad Hoc committees of this chapter shall be designated at the discretion of the Board of Directors and members appointed by the President, and their formation shall be made a part of the records of this chapter. Members shall be appointed with due regard for diversity of background, representation in geographical area of this chapter, and membership in good standing with the Association. The Board of Directors shall review this chapter's committee structure regularly to ensure committee assignments are relevant to this chapter's and the Association's changing mission and/or organization.
6.4.1 Appointments: The President shall appoint the chairperson and members who may be nominated by such chairperson, if not defined elsewhere in these by-laws, of all committees of this chapter. The President shall have discretion to defer authority to appoint members to the committee Chair. All committees shall be subject to the policies established by the Board of Directors, the Association and its Southern Region.
6.4.2 Compensation and Expenditures: Committee members shall serve on this chapter's committees without salary. Committee expenditures shall be based upon a program of committee activities and supporting budget coordinated by the committee chair with the Secretary Treasurer of this chapter, and approved by the Board of Directors.
6.4.3 Reports: Each committee chairperson shall submit budget requests to the Secretary Treasurer and shall make reports as requested by the President of this chapter.
6.4.4 Other: The chairperson of any committee who is not otherwise a Director of this chapter may be a non-voting ex-officio member of the Board of Directors, and are not subject to notification, quorum, voting, or other rights and duties of Directors.
6.4.5 Nominations Committee: A Nominations Committee shall be appointed by the President and chaired by the President Elect.
6.4.6 This committee shall consist of the President Elect and three other members of this chapter who are not otherwise Directors, and who shall be appointed by the President and ratified by a majority vote of Directors present at the required Annual meeting of the Membership scheduled for chapter elections.
6.4.7 This committee will be primarily tasked with recruitment and nomination of members of this chapter to stand for election to the Board of Directors, as required by other provisions of these By Laws.
6.4.8 This committee may survey the members of this chapter or otherwise receive or make recommendations in order to nominate certain members for special awards and recognitions which may be granted by this chapter.
6.4.9 This committee may survey the members of this chapter or otherwise receive or make recommendations in order to nominate certain members' projects or, member entities, or member organizations for special awards and recognitions which may be granted by this chapter.
Article 7. Region and the Association
Policies and Procedures
– As a chapter of the Region and the Association, the Chapter hereby agrees to be bound by all policies and procedures which the Region or the Association may adopt from time to time. Such policies and procedures may include: policies concerning (i) financial reporting and fiscal management, (ii) contracts with third party vendors and others, (iii) restrictions on public endorsements or public positions on issues or events affecting the Region, the Association or its members, (iv) Chapter affiliation with other organizations, (v) periodic reporting of Chapter activities to the Region and the Association, (vi) educational conferences or programs that may compete with conferences or programs sponsored by the Region or the Association, (vii) amendments of these Bylaws or similar documents, or (viii) such other matters as determined by the Region or the Association from time to time.
– In addition to any restrictions or limitations contained in policies and procedures adopted by the Region or the Association, the Chapter shall not take any of the following actions without the prior written consent of the Region and the Association:
7.2.1 Amend these Bylaws or any other organizational document of the Chapter;
7.2.2 Incur debt or become obligated to pay money (other than obligations incurred in the ordinary course of the Chapter's operations);
7.2.3 Sell, lease, exchange, mortgage, pledge or otherwise dispose of all, or substantially all, the assets of the Chapter;
7.2.4 Dissolve the Chapter; or
7.2.5 Engage in any activities which the Association board of directors deems to be inconsistent with the Association's strategic or other plans
Article 8. Dissolution
On the dissolution of the Chapter, the balance remaining of Chapter designated funds shall be remitted to the Region.
Article 9. Activities
Awards and Recognitions
– This chapter may, from time to time, recognize one or several of its members for service or contributions toward achieving the goals and mission of the Association. Such awards may be in the form of a letter of commendation, certificate of recognition, commemorative object or other commemorative presentation. Such artifacts of recognition should include identification of the Association, this chapter, the year in which it is awarded, and description of the nature of the recognition, which may be included in an accompanying letter as may be appropriate.
9.1.1 Recommended recognitions and suggested language:
184.108.40.206 Immediate Past President: "Presented To [ ], In Recognition Of Leadership As President Of The South Texas Chapter"
220.127.116.11 Distinguished Service Award: "Presented To [ ], In Recognition Of [ ] for/to The South Texas Chapter", and may include recognition of members of this chapter for service to this chapter on committees, as a Director or officer, or other similar service contribution.
18.104.22.168 Distinguished Member Award: "Presented To [ ], In Recognition Of [ ] for/to The "South Texas Chapter", and may include recognition of members of this chapter retiring from long service to any of the areas or organizations qualifying for membership in the Association, and for notable contributions to the Association, this chapter, and the improvement of education facilities planning and construction.
– Other activities shall be planned and conducted as deemed appropriate by the Board of Directors to achieve the purposes of the organization.