BYLAWS

Last revised October 22, 2008

Chapter 1. Organization

1.1 Name

The name of this organization is “Texas Society of Architects,” a state organization chartered by The American Institute of Architects and incorporated under the laws of the State of Texas.

1.2 Domain

1.21 The domain of the Society is the State of Texas.

1.22 Its headquarters is located in the city of Austin, Texas.

1.3 Definitions

1.31 The terms “AIA” and “Institute” as used in these Bylaws refers to The American Institute of Architects incorporated under the laws of the State of New York.

1.32 The terms “TSA,” “Society” and “Texas Region AIA” as used in these Bylaws refer to the Texas Society of Architects.

1.33 The terms “chapter,” and “section of a chapter” as used in these Bylaws refers to chapters or sections of chapters chartered by the AIA and established or to be established in the future within the State of Texas.

1.34 The term “Board” as used in these Bylaws refers to the Board of Directors of the Texas Society of Architects.

1.4 Purposes, Function and Authority

1.41 Purposes: The purposes of the Society are to serve its members, uniting them through inspiration and fellowship, educating them by offering information and resources that further their individual development, representing them in important areas of public affairs, and integrating these services with all levels of the AIA; to benefit the public, advocating worthy architectural, planning and environmental causes, and effecting necessary changes through consistent, comprehensive, and unbiased education provided to the public; and, to promote the profession of architecture, identifying important influences, strengthening relations between academia and practitioners, and promoting quality and sharing innovation within the profession.

1.42 Function and Authority: The Society shall function as the statewide representative and unifying body for the various chapters chartered by The American Institute of Architects within Texas on matters of statewide interest affecting the interests of such chapters. The Society shall also function as the regional organization for the Texas Region AIA.

1.5 Affiliations

If and while affiliation will promote the purposes and objectives of the Society, the Texas Society of Architects may affiliate with any state organization unless the other organization is formed, used, or maintained for financial gain or price-fixing.

Chapter 2. Membership

2.1 Authority

All of the rights and powers that may be exercised by the Society shall be vested in the membership. These rights and powers shall be subject to exercise or change by the membership through the representative action of their accredited Member Delegates at the Annual Meeting or at a duly called Special Meeting of the Society as described in these Bylaws.

2.2 Membership

Membership in the Society shall consist of all Architect Members, Associate Members, and Members Emeritus, of all Texas chapters chartered by the AIA; and Allied, Honorary and Student Members of the Society.

2.3 Classification of Members

2.31 The qualifications for an Architect Member of the Society are those stated in the Institute Bylaws.

2.32 The qualifications for an Associate Member of the Society are those stated in the Institute Bylaws.

2.33 The qualifications for a Member Emeritus of the Society are those stated in the Institute Bylaws.

2.34 Individuals who are not eligible to be an Architect, Associate or Member Emeritus of the Society but who are registered to practice their professions where such requirements exist, or persons who are employed outside of an architectural practice but who are involved in positions allied to the field of architecture are eligible to be Allied members of the Society. Examples of persons in professions or employment who may qualify include, but are not limited to, engineers, planners, landscape architects, interior designers, and those in the arts, construction industry, government, education, journalism, manufacturing, or other fields allied to architecture.

2.35 A person of esteemed character who has rendered the profession of architecture significant and valuable service within the territory of the Society and has conspicuously upheld it aims, but who is not eligible for Architect, Associate or Member Emeritus membership may be elected an Honorary Member of the Society.

2.36 A person who is a student at an accredited school of architecture may qualify as a Student Member of the Society.

2.4 Admission of Members

2.41 A person admitted as an Architect Member of the AIA and assigned to a Texas chapter automatically becomes an Architect Member of the Society.

2.42 A person admitted as an Associate Member of the AIA and assigned to a Texas chapter automatically becomes an Associate Member of the Society.

2.43 A person advanced to Member Emeritus status by the AIA and assigned to a Texas chapter automatically becomes a Member Emeritus of the Society.

2.44 A person admitted as an Allied Member of a chapter of the Society may become an Allied Member of the Texas Society of Architects.

2.45 In order to be elected an Honorary Member of the Society, a person must be nominated by a Texas chapter. Election of Honorary Members shall be by a majority vote of the Honor Awards Committee, subject to confirmation by the Board.

2.46 A person admitted as a Student Member of a chapter of the Society, or who is in compliance with 2.36 of these Bylaws or is a member of the American Institute of Architectural Students (AIAS) may become a Student Member of Texas Society of Architects.

2.5 Resignation of Members

2.51 No Architect Member or Associate Member may resign from the Society without resigning from AIA, nor may the member resign from AIA or one of its chapters and remain a member of the Society.

2.52 An Allied Member or Student Member may resign from the Society without resigning from the member’s chapter, or may resign from the chapter and remain a member of the Society.

2.53 Resignation of a member of Texas Society of Architects shall be governed by the Institute Bylaws.

2.6 Termination of Membership

An Architect Member, Associate Member, or Member Emeritus may be terminated from membership as stated in Institute Bylaws. If the dues of the member are in default on March 31 of the year in which they become payable, the Board shall notify the Institute of this reason to terminate the membership.

2.7 Readmission to Membership

2.71 An Architect Member, Associate Member, or Member Emeritus may be readmitted to membership as stated in Institute Bylaws. A former member whose membership was terminated who applies for readmission shall pay the current dues payable for the year of readmission.

2.72 Allied or Student Members may be readmitted to membership in the Texas Society of Architects under the conditions stated in 2.71 of these Bylaws.

2.8 Rights and Privileges of Members

2.81 An Architect Member in good standing may exercise all the rights and privileges granted by the Institute Bylaws and these Bylaws. An Architect Member may exercise the right to vote and hold office and act as a representative or delegate of the Society or one of its chapters when duly authorized to do so.

2.82 An Associate Member may exercise all the rights and privileges granted in the Institute Bylaws and these Bylaws.

2.821 Associate Members may serve as voting members on chapter and the Society’s Boards, provided that Associate Members may hold no more than two seats or one-third of the total seats on such Boards, whichever number is greater.

2.822 Associate Members may speak and vote in chapter and Society meetings on business matters and in elections on all issues except dues for members.

2.823 Associate Members may be appointed as members of committees at all levels of the Institute.

2.824 Although Associate Members may be chapter delegates to TSA and AIA conventions, they may not constitute more than one-third of any component delegation to such conventions.

2.825 Associate Members shall not be eligible to serve as a national officer, national director or component officer other than a position specifically established for Associate Members.

2.83 A Member Emeritus may exercise all the rights and privileges granted by the Institute Bylaws and these Bylaws. A Member Emeritus may exercise the right to vote and hold office and act as a representative or delegate of the Society when duly authorized to do so.

2.84 An Allied Member of TSA may attend meetings of the Society and may speak, but may not vote, may serve on committees, except as chairman, and may not hold any office in the Society.

2.85 An Honorary Member of TSA may attend meetings of the Society and may speak, but may not vote, may serve on committees, except as chairman, and may not hold any office in the Society. Public Member Director

2.86 A Student Member of TSA may attend meetings of the Society and may speak, but may not vote, may serve on committees, except as chairman, and may not hold any office in the Society.

2.9 Continuing Education Requirement

Architect Members shall fulfill a periodic education requirement to remain eligible for membership. The AIA Board shall define the elements of the continuing education requirement in the AIA Rules of the Board. Architect Members who fail to meet the requirement shall be subject to termination under the AIA Rules of the Board.

Chapter 3. Finances

3.1 Fiscal Year

The fiscal year of the Society shall begin on January 1st and end on December 31st of the same calendar year.

3.2 Amount of Dues

3.21 The Board, by a concurring vote of at least 75 percent of those attending and voting at a Board meeting, may adjust, before the end of the fiscal year, the regular dues to be paid for the immediately succeeding year.

3.22 A schedule of current regular dues shall be attached as an appendix and shall be an integral part of these Bylaws.

3.23 In addition, every firm that uses a Texas Society of Architect member to provide architectural services for the public is jointly and severally liable for the payment of supplemental dues. The calculation of supplemental dues shall be as stated in Appendix I, with the rates for supplemental dues determined annually by the Board.

3.3 Dues Payable

3.31 Architect, Associate Member and Supplemental dues shall be for the fiscal year of the Society and shall be due on or before January 15th of each fiscal year. Allied and Student Member dues shall be due on or before the date specified on the invoice.

3.32 If the dues of any member are in default, such member may be terminated in accordance with these Bylaws.

3.33 Each member shall pay dues fixed from time to time by a majority of the membership who are present, who are eligible to vote on dues, and who are voting at a Special Meeting of the Society, or fixed in accordance with Section 3.21 of these Bylaws.

3.4 Waiver of Dues

In exceptional instances and for what it deems adequate cause, at its own initiative or upon request of a chapter or section of a chapter, the Executive Committee may waive the annual dues, in whole or in part, paid by any member. Waivers may be made retroactive.

3.5 Annual Budget

The Board, by vote of not less than two-thirds of those present and voting at a Board meeting, shall adopt an annual budget for the next fiscal year showing in detail the anticipated income and expenditures of the Society. It shall not approve financial commitments or appropriations that in total exceed the estimated income for the immediately succeeding year.

3.6 Expenditures

No person shall have authority to contract any obligation for or on behalf of the Society or expend any money of the Society in excess of unexpended and unencumbered funds in Society accounts.

3.7 Assessments

3.71 The Society, at any Annual Meeting or at any special meeting called therefore, may, by a concurring vote of not fewer than two-thirds of the votes cast by the accredited member delegates present and voting, levy an assessment on each of its Architect and Associate Members provided the aggregate of such assessments for each member in any fiscal year shall not exceed the amount of regular dues to be paid by the member for that year.

3.72 A member in default of payment of any assessment levied upon such member in accordance with the above shall be terminated from membership in the Society.

Chapter 4. Chapters

4.1 Purpose

In order to forward the objectives of the Society, unify its efforts, and better administer its affairs in the various parts of the state, the membership is divided into chapters, each of which is known by a territory title as approved by the Board of the Institute.

4.2 Boundaries

The boundaries of chapters now existing or to be established shall coincide with the boundaries of the chapters as established by the Board of the Institute.

4.3 Authority

Within its territory, each chapter shall represent and act for its members in such a manner so as to support, comply with, or not nullify or contravene any act or policy of the Society or the AIA.

4.4 Chapter Bylaws

Each chapter shall operate under Bylaws adopted by it and approved by the AIA.

4.5 Membership

In each chapter, Architect, Associate and Emeritus membership qualifications are those stated in the Institute Bylaws. Other categories of membership may be established by the chapter subject to approval by the AIA Secretary.

4.6 Representation

Each chapter shall be represented on the Society’s Board by a Chapter Director as elsewhere provided herein.

Chapter 5. Meetings of the Society

5.1 Annual Meeting

The Society shall hold an Annual Meeting each year for the purposes of electing the officers and directors, and three members of the following year’s Nominating Committee; receiving reports; transacting the business of the Society; and discussing matters pertinent to the profession. The time and place for holding the Annual Meeting shall be fixed by the Board if not fixed at the preceding Annual Meeting. The Secretary shall send a notice of the Annual Meeting, stating the time and place thereof, to every member of the Society and every subsidiary organization not fewer than 30 days before the opening of the meeting.

5.2 Special Meetings

A special meeting of the Society shall be held if a call for such a meeting, stating its purpose, is approved at a meeting of the Society, or is approved by a two-thirds vote of the Board, or by a resolution adopted by a majority of the chapters, or by written petition to the Board signed by not fewer than 25 percent of the total number of Texas Region AIA Architect and Associate Members.

The Board shall set a special meeting for the purpose set out in the call within 30 days after receiving notification, and the Secretary shall provide notice of the special meeting to every member and every subsidiary organization not fewer than 30 days before the date fixed for the meeting, stating the time, the place, and the purpose thereof.

5.3 Authority

All rights, powers, and privileges of an annual or special meeting granted under the Bylaws of the Society shall be vested in and may be exercised by accredited delegates who shall represent the voting members of the chapters.

5.4 Member Delegates

5.41 Within each chapter, the members of the Society shall select the member delegates to represent them in the manner prescribed by the bylaws of the chapter.

5.42 If not all the member delegates from a chapter are present at the meeting, then those delegates present from the chapter, and accredited to vote, shall be entitled to cast the total number of votes which the chapter is entitled to cast, and each delegate present and accredited to vote shall be entitled to cast an equal proportionate number of the total votes of the chapter.

5.43 If none of the member delegates from a chapter can be present at the meeting, then members of that chapter may select any accredited delegate to represent them as their member delegate by proxy, but no delegate shall represent more than one chapter other than the delegate’s own, nor shall more than one delegate in any chapter hold a proxy for any other chapter.

5.44 The number of member delegates entitled to be accredited to represent each chapter shall be the number entitled to represent the chapter at the most recent National AIA convention.

5.45 Selection of member delegates from each chapter shall be certified by the president or secretary of the chapter.

5.5 Quorum

A quorum for a meeting of the Society shall be member delegates representing a majority of the membership, and at least half of the chapters of the Society.

5.6 Actions and Decisions

5.61 Unless these Bylaws otherwise require, any action or decision of a meeting shall be by concurring vote of a majority of the delegates voting, except that on a roll-call vote any action or decision shall be by concurring vote of a majority of accredited delegate votes cast.

5.62 Voting at a meeting of the Society shall be by voice vote, or at the discretion of the chairperson or on request of at least one accredited delegate, by standing vote; or on request of a majority of the delegates voting or delegates representing a majority of the membership, by roll call; or if required by these Bylaws, by secret ballot.

5.63 On voice votes or standing votes, every delegate voting shall be presumed to cast all votes, both personally and on behalf of any proxy held, as one vote. On roll-call votes, a record shall be made of each delegate’s vote separate from the vote or votes held as member delegate or proxy.

5.7 Reports at Annual Meetings

The President and Treasurer of the Society shall each make an annual report, in writing, to the Annual Meeting. The President’s report shall include a report of the activities of the Board, the Executive Committee, standing committees, and task forces.

Chapter 6. Officers, Executive Committee and Board of Directors

6.1 Officers and Board of Directors

The Officers and Board of Directors shall manage, direct, control, and administer the property, affairs, and business of the Society; shall put into effect all general policies, directions, and instructions adopted at the meetings of the Society; and shall act for the Society in all matters within the jurisdiction granted the Officers and Board by these Bylaws and the membership. No Officer, Director, or committee member of the Board may incur any financial obligation for the Society without first having obtained the approval of the Executive Committee and its authority to act for the Society.

6.2 Officers

The Officers of the Society consist of a President, President-elect, Vice-Presidents, a Secretary and a Treasurer. Officers shall be Architect Members or Members Emeritus.

6.3 Terms of Office

The term of each Office shall be one (1) year, except the Treasurer’s term shall be two (2) years. Officers shall serve until the close of the calendar year for which they have been elected. The President-elect shall, upon completion of his or her term of office, become President.

6.4 Nominations

Nominations for the offices of President-elect, the Vice-Presidents, Secretary, and Treasurer shall be made by the Nominating Committee and filed with the Secretary of the Society before six (6) weeks prior to the Annual Meeting. Nominations may be made by any chapter, signed by the Chapter President, and attested by the Chapter Secretary, if filed with the Secretary of the Society before six (6) weeks prior to the Annual Meeting.

The member delegates at the Annual Meeting may make nominations from the floor. Members of the chapter of which the current President-elect is also a member may not be nominated for that office.

6.5 Election Procedures

6.51 If there is only one nominee for any office, the President shall declare the nominee to be elected by acclamation and direct the Secretary to cast a ballot for the full number of delegate votes for said nominee. Otherwise the name of each nominee for each office shall be placed by the Secretary on ballots for secret voting by the member delegates.

6.52 The President shall appoint three (3) tellers who will count and tabulate the votes cast for each nominee and shall immediately notify the Secretary of the count.

6.53 The nominees for the offices of President-elect, Secretary, and Treasurer who receive a plurality of votes cast shall be elected to those offices. The nominees for the offices of Vice President receiving the greatest number of votes shall be elected thereto.

6.54 The President shall announce to the meeting the results of all balloting and declare all elections.

6.6 President

The President shall be administrative head of the Society and shall exercise general supervision of its affairs, except those placed under the administration and supervision of the Secretary and the Treasurer. The President shall perform the duties usual and incidental to the office, those required to be performed by law and these Bylaws, and those delegated to the office by the Board. The President shall preside at meetings of the Society, its Board, and its Executive Committee.

6.7 President-elect

The President-elect shall assume all the duties of the President in the event of the president’s absence, disability, resignation, or demise. The President-elect shall serve as Commissioner of the Operations Commission, and assist the President, the Board, and chairs of the Society’s committees in coordinating the appointment of incoming committee chairs and vice-chairs.

6.8 Vice Presidents

The Vice Presidents shall perform such duties as are properly assigned to them by the President.

6.9 Secretary

The Secretary, assisted by the Executive Vice President and staff, shall act as the recording and corresponding secretary, shall issue required notices, keep membership rolls, have custody of the corporate seal, and shall sign for the Society formal instruments under the seal, and shall perform such other duties usual and incidental to the office and as may be delegated by the Board. The duties of the Secretary, under authority of the Executive Committee, may be assigned in whole or in part to the Executive Vice President or to other assistants.

6.10 Treasurer

The Treasurer shall be responsible for the financial affairs of the Society. Assisted by the Executive Vice President and staff, the Treasurer shall keep the records and books of accounts thereof, shall prepare budgets, collect for amounts due, and receipt for and have custody of Society funds and make disbursements thereof; shall have custody of its securities and of its instruments involving finances; shall make periodic financial statements for guidance at Board meetings, and shall have a financial report of examination of books of account prepared by a certified public accountant at the end of each fiscal year; shall conduct correspondence relating to the office; and shall perform such other duties usual and incidental to the office and as may be delegated by the Board. The duties of the Treasurer, under authority of the Executive Committee, may be assigned in whole or in part to the Executive Vice President or to other assistants.

6.11 Directors

6.111 Subject to the provisions of Section 2.821 of these Bylaws, there shall be one Chapter Director elected from each chapter who may be an Architect Member, Associate Member, or Member Emeritus of the chapter. Chapter Directors are voting members of the Board. In the event a Chapter Director is elected an officer of the Society, or for any reason a vacancy occurs in the office of Chapter Director, that office shall be declared vacant and shall be filled for the unexpired portion of the term by a member elected by the chapter in which the vacancy exists. The term of office of Chapter Director shall be two (2) years running concurrent with the calendar year.

6.112 Architect Members or Members Emeriti shall be elected in accordance with election procedures established in these Bylaws to serve staggered terms as AIA Directors from the Texas Region AIA. The rights and duties of AIA Directors from the Texas Region AIA are as stated in the Institute Bylaws, and the term of office shall be three (3) years or as otherwise established in the Institute Bylaws. The AIA Directors from the Texas Region AIA shall be voting members of the Board.

6.113 A member of the general public, not a registered architect or a family member of an architect, who has no financial interest in the practice of architecture, shall be a Public Member Director and a voting member of the Board. The term of office for Public Member Director shall be two (2) years running concurrent with the calendar year and limited to two terms.

6.114 An individual who is both a member of the faculty or administration of one of the accredited schools of architecture in the State of Texas and an Architect, Associate, or Emeritus Member of the Society shall be an Educator Member Director and a voting member of the Board. The term of office for Educator Member Director shall be two (2) years running concurrent with the calendar year and limited to two terms.

6.115 An Associate Member of the Society or an Architect Member who is within the first two years of having been licensed shall be an Associate Member Director and a voting member of the Board. The term of office for the Associate Member Director shall be two (2) years, running concurrent with the calendar year and limited to one term.

6.116 An Associate Member of the Society shall be the Texas Region AIA representative to the AIA National Associates Committee (also referred to as AIA Regional Associate Director), and a voting member of the Society’s Board. The term of office for the Texas Region representative to the AIA National Associates Committee shall be two (2) years, running concurrent with the calendar year and limited to one term.

6.12 Executive Vice-President

6.121 The Society shall employ a full-time Executive Vice President as chief executive officer of the Texas Society of Architects, whose tenure, salary, and duties shall be as recommended by the Administrative Policies Committee and approved by the Executive Committee.

6.122 The Executive Vice President shall have full responsibility and authority in the headquarters office staff personnel matters, including day-to-day operations and policies relative to employees of the Society.

6.123 The Executive Vice President shall be an ex-officio, non-voting member of the Executive Committee and Board.

6.13 Executive Committee

There shall be an Executive Committee of the Board composed of the elected officers, the AIA Directors of the Texas Region AIA and the Executive Vice President. The Texas Region AIA Directors and the Executive Vice President are non-voting members. The Executive Committee shall act for the Board between meetings of the Board. The Executive Committee shall not originate any major policy or take any action that would conflict in whole or in part with any action of the Board or of any meeting of the Society or any rule or policy of the Institute. The Executive Committee shall govern the deposit and expenditure of all funds of whatever nature.

6.14 Board of Directors

The Board shall consist of the TSA Officers, Directors, and AIA Directors of the Texas Region AIA, and the Executive Vice President, who serves as an ex-officio, non-voting member.

6.15 Vacancies

Should a vacancy occur in any office of the Society other than the office of President, or should a vacancy occur for any Director other than a Chapter Director, for any reason other than the regular expiration of a term of office, it shall be the duty of the Board, by roll-call vote at a meeting of the Board or by letter ballot, to fill the vacancy for the unexpired term of office. A vacancy in the office of President shall be filled by the President-elect. A vacancy in the office of President-elect shall be filled by Board appointment until the next Annual Meeting at which time the delegate members shall elect a President-elect. An elected President-elect fills the unexpired term of President and continues to serve as President the following year.

6.16 Delegate to AIA Convention

The Society shall have delegate representation at the Annual Meeting of the AIA in accordance with Institute Bylaws relating to State Organizations. The Society delegate shall be the President. In the absence of the President, the President-elect shall serve as delegate. In the absence of the President-elect, the Executive Committee shall designate the delegate.

6.17 Optional Election Procedures

Irrespective of any other provision in these Bylaws, the Board may, in its sole discretion and by processes, which it shall design, determine that the officers of the Society shall be elected by mail ballot submitted to the entire voting membership.

6.18 Meetings of the Board

6.181 Regular meetings of the Board shall be held four (4) times a year at times and places fixed by the President.

6.182 Special meetings of the Board shall be held on the call of the President, or voted by the Board, or on written request of a majority of the Board. At such special meetings only that business as is stated in the meeting call shall be transacted.

6.183 Notice of each meeting of the Board shall be sent in writing by the Secretary to each member of the Board not fewer than five (5) days before the date fixed for the meeting.

Minutes of Board meetings shall be recorded by the Secretary and copies sent to each Board member within 30 days after the meeting. At the following meeting, these minutes shall be approved by the Board or corrected to meet Board approval.

6.184 A majority of the voting members of the Board shall constitute a quorum for the transaction of business. All decisions shall be by majority vote of those members present except where otherwise provided in these Bylaws.

6.19 Meetings of the Executive Committee

Formal meetings of the Executive Committee shall be held on call of the President, and may be conducted by a telephone conference call or other electronic means that allow all participants equal or comparable opportunity to participate simultaneously. The members of the Executive Committee shall be notified at least 24 hours before all meetings. Participation by a majority of its voting members shall constitute a quorum. Minutes of formal meetings shall be recorded and distributed as required for meetings of the Board.

Chapter 7. Committees

7.1 Administrative Policies Committee

7.11 The Administrative Policies Committee shall consist of the President, the President-elect, the immediate Past President, and the Treasurer. In the event any member cannot or does not serve, the President may appoint a replacement from among members of the Executive Committee.

7.12 Annually, the committee shall review and recommend the tenure, salary, and duties of the Executive Vice President to the Executive Committee for approval prior to implementation.

7.2 Finance Committee

7.21 The Finance Committee shall consist of the President, the President-elect, the Treasurer, two at-large representatives of the Board not also serving on the Executive Committee, and the Executive Vice President. The terms of the two at-large members shall be for two years, staggered depending on the year of their appointment to the committee. The president-elect each year shall name one current TSA director to an at-large term that ends December 31 of the following calendar year. Appointment to consecutive full terms as an at-large member is prohibited.

7.22 The duties of the Finance Committee shall be to develop a proposed budget for the following year, recommends to the Executive Committee for its approval at least every three years a Certified Public Accountant to perform an annual independent audit, and other duties as assigned by the Executive Committee.

7.3 Intern Development Program (IDP) Committee

The Society shall maintain an Intern Development Program (IDP) Committee whose mission shall be to encourage Associate Members to complete all appropriate development training to become eligible candidates for a Texas Architect license. An Associate Member appointed by the President to chair this committee shall be, ex-officio, the Society’s State IDP Coordinator, representing the Society when directed by the President before state or national entities regarding matters related to intern development or examination eligibility.

7.4 Nominating Committee

7.41 The Nominating Committee shall consist of five voting members, including the immediate past president, one member named by the Board, and three members elected at the Annual Meeting. In the event any member, by resignation or absence, cannot serve or does not serve, the President shall appoint a replacement. The President, President-elect and Associate Member Director shall be ex-officio, non-voting members of the Committee.

7.42 The immediate past president shall chair the Nominating Committee, shall coordinate the work of the Committee, and shall make the report of the nominations at the Annual Meeting. The Nominating Committee shall file with the Secretary before six weeks prior to the date of each Annual Meeting a qualified nominee for each of the officer and director vacancies due to occur, and three members of the following year’s Nominating Committee.

7.5 Publications Committee

The Society shall maintain a Publications Committee, appointed by the President, whose role shall be to advise the Executive Committee and the Society’s editor and staff on the content and management of its magazine and other publications.

7.6 Standing Committees

The Society may establish standing committees to parallel and cooperate with appropriate national level AIA committees with similar titles and duties, and may establish other standing committees as needed.

7.7 Special Committees and Task Forces

The Society may establish special committees and task forces to carry out projects not coming within the fields of standing committees. The tenure of a special committee or task force shall be for the duration of the special task assigned to it, but shall not extend beyond the calendar year in which the committee or task force is established unless reestablished by the following year’s President.

7.8 List of Committees and Task Forces

A current list of committees and task forces shall be attached hereto as an appendix. This list shall be reviewed and may be revised annually by the President with the advice and consent of the Executive Committee and such list shall be distributed to each chapter of the Society.

Chapter 8. Commissions

8.1 Commissions

8.11 The Society may establish commissions to act as supervisory and liaison agents for the Executive Committee to the committees of the Society.

8.12 Each commission shall consist of from one to three members, appointed by the President, one of who shall be a member of the Executive Committee, provided that such member of the Executive Committee need not serve as chair of the commission unless so appointed by the President.

8.13 The term of office of the members of a commission shall be one (1) year running concurrent with the calendar year.

Chapter 9. Texas Architect Magazine

9.1 Purpose

The Society shall regularly publish a magazine throughout the year. The magazine shall be provided to all members as a benefit of membership and be available to the public.

9.2 Mission

The magazine shall publish the work of Texas architects and architecture in Texas, and present and discuss issues of interest to the profession and public as a way to advance the understanding and appreciation of Texas architects and architecture in Texas. The magazine may also provide professional education opportunities for members.

Chapter 10. General Provisions

10.1 Notification of Membership

When a person is admitted to membership in the Society, the Secretary shall issue a notification of membership stating the class of membership to which the member has been admitted.

10.2 Reclassification

Any member of the Society whose membership classification has been changed by the Institute or the member’s chapter shall automatically be reclassified upon notice from the Institute or chapter secretary that such reclassification has been made.

10.3 Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall supplement the rules and regulations adopted by the Society and shall govern the Society, the Board, the Executive Committee, and other committees in all cases to which they are applicable, provided that they are not inconsistent or in conflict with the provisions of law or these Bylaws or the rules and regulations adopted by the Society and the Board.

10.4 Cooperation With the AIA

The Society shall represent and act for The American Institute of Architects and the chapters within the State of Texas and their members under a charter issued to it by the AIA Board, on state and regional matters only. The Society shall support the Institute and its activities, and shall not directly or indirectly nullify or contravene any Bylaws, rule, or policy of the Institute. Voting on any questions concerning the affairs of the Institute or its chapters or sections of chapters shall be as determined by the Institute Bylaws.

10.5 Titles That May Be Used

10.51 As a regional organization of The American Institute of Architects, the Society may use the following title for official business: “Texas Society of Architects, a Regional Organization of The American Institute of Architects.”

10.52 An Architect Member of one of the Texas chapters of the AIA may, in addition to the designation “AIA,” use the title “Member of the Texas Society of Architects.”

10.53 An Associate Member of one of the Texas chapters of the AIA may, in addition to the designation “Associate Member of The American Institute of Architects,” or “Associate AIA,” use the title “Associate Member of the Texas Society of Architects.”

10.54 A Member Emeritus of one of the Texas chapters of the AIA may, in addition to the designation “Member Emeritus of The American Institute of Architects,” use the title “Member Emeritus of the Texas Society of Architects.”

10.54 An Allied Member of TSA may use the description “Allied Member of the Texas Society of Architects” but may not otherwise print or permit to be printed or in any way use the name, title, initials, seal, symbol, or insignia of the Society, any chapter, or the Institute.

10.55 An Honorary Member of TSA may use the title “Honorary Member of the Texas Society of Architects,” which title shall not be changed by abbreviation, amplification, or alteration.

10.56 A Student Member of TSA may use the description “Student Member of the Texas Society of Architects” but may not otherwise print or permit to be printed or in any way use the name, title, initials, seal, symbol, or insignia of the Society, any chapter, or the Institute.

10.6 Professional Conduct

All provisions of the Code of Ethics and Professional Conduct of the Institute shall apply to all members of the Society.

10.7 Literature

Architect, Associate, Emeritus, Allied, and Student Members of TSA in good standing shall have their names published in any membership listing of the Society and shall receive the magazine Texas Architect and other documents, periodicals, and literature from the Society under terms that the Board shall fix.

10.8 Relations With Other Organizations

The Society shall have no financial interest in or share in the property, assets, or liabilities of any other organization in which it may hold membership or with which it may be affiliated, unless specifically agreed to in writing by both parties and approved by the Board consistent with Institute policies.

Chapter 11. Amendments

11.1 Amendment Procedures

11.11 These Bylaws may be amended at a meeting of the Society, by the concurring vote of not fewer than two-thirds of the total number of votes of all eligible chapter members as represented by the delegate members accredited and voting at the meeting, provided that a notice stating the purpose of each proposed amendment and its reason for proposal is sent with a copy of the proposed amendment to every member entitled to vote thereon, not fewer than 30 days prior to the date of the meeting at which action is to be taken.

11.12 The Board, by the concurring vote of not fewer than two-thirds of its members, may modify any provisions of these Bylaws whenever and to the extent and in the manner such authority is expressly given it in these Bylaws, or whenever required to conform with changes or modifications in Institute Bylaws; and the Board, from time to time and without further action of the Society, shall rearrange, retitle, and/or renumber the various divisions and subdivisions of these Bylaws as becomes necessary because of amendments thereto or for clarity and ease of reference, and shall make such changes in provisions of these Bylaws, otherwise unamended, that are necessary to make the unamended provisions consistent with the amended provisions. Wherever the Bylaws are modified or changed by the Board as authorized and in the manner provided in these Bylaws, then every provision of the Bylaws so modified or changed shall be deemed to be amended and shall have the same force and effect as if amended by the Society, and each such modification or change shall be incorporated in these Bylaws.

11.13 Every Bylaw amendment shall be submitted to and approved by the AIA Secretary before becoming effective.

Section 2. Dissolution

In the event of dissolution of the Society, all assets and liabilities of the Texas Society of Architects become the property of the Texas Architectural Foundation. In the event of the dissolution of the Texas Architectural Foundation prior to dissolution of the Society, upon dissolution of Texas Society of Architects, all its assets shall be divided equally among the accredited schools of architecture in the State of Texas after payment of all Society debts existing at the time.

Bylaws Last Revised October 22, 2008