Chapter Bylaws

Article 1 - NAME, OBJECTS, ORGANIZATION AND JURISDICTION
Article 2 - MEMBERSHIP
Article 3 - CHAPTER REPRESENTATION IN RELATED INSTITUTE ORGANIZATIONS
Article 4 - MEETINGS
Article 5 - THE EXECUTIVE COMMITTEE
Article 6 - THE OFFICERS
Article 7 - DUES, FEES, ASSESSMENTS, AND FINANCES
Article 8 - PROPERTY, RIGHTS, AND PRIVILEGES
Article 9 - COMMITTEES AND COMMISSIONS
Article 10 - PROFESSIONAL CONDUCT AND DISCIPLINE
Article 11 - AFFILIATIONS AND ENDORSEMENTS
Article 12 - GENERAL PROVISIONS
Article 13 - AMENDMENTS TO BYLAWS

BYLAWS OF THE
AMERICAN INSTITUTE OF ARCHITECTS
NORTHEAST TEXAS CHAPTER

Revised 1999

ARTICLE 1

NAME, OBJECTS, ORGANIZATION AND JURISDICTION

1.1 NAME

The name of this organization is American Institute of Architects/Northeast Texas Chapter. In these bylaws the Northeast Texas Chapter is referred to as "This Chapter"; the governing board this Chapter as the "Executive Committee"; the Texas Society of-Architects the "TSA"; The American Institute of Architects as "The Institute", and the Board of Directors of The Institute as "The Institute Board".

1.2 OBJECTS AND POWERS

1.2.1 Objects. The objects of This Chapter shall be to promote and forward the objectives of The Institute within the territory of This Chapter.

1.2.2 Powers. The powers of This Chapter shall be as provided in the laws of the State of Texas, the certificate of incorporation, and the Institute Bylaws.

1.3 ORGANIZATION

This Chapter is a nonprofit membership corporation association duly Incorporated on the thirty-first day of October, 1969 under and by virtue of the provisions of the laws of the State of Texas and is a successor to the Northeast Texas Chapter, The American Institute of Architects, an unincorporated association chartered by The Institute on the eleventh day of May, 1957.

1.4 TERRITORY

The territory within which This Chapter shall represent and act for the Institute is composed of the counties of Red River, Bowie, Franklin, Titus, Morris, Cass, Camp, Wood, Upshur, Marion, Smith, Gregg, Harrison, Henderson, Anderson, Cherokee, Rusk, Panola, Nacogdoches, Shelby, Angelina, San Augustine, and
Sabine, of the State of Texas, and as otherwise prescribed by The Institute.

1.5 GOVERNING BOARD.

The affairs of This Chapter shall be conducted by a governing board called the "Executive Committee".

1.6 CHAPTER SECTIONS

1.6.1 The Executive Committee, with the approval of The Institute Board, may organize one or more chapter sections within its territory.

1.6.2 The bylaws of sections of chapters shall be similar to and in accord with the bylaws of This Chapter and the bylaws and policies of The Institute, provided that special clauses pertaining to the particular needs of a section of This Chapter may be added if approved by This Chapter.

1.6.3 The chairman of any section of This Chapter shall be a member ex-officio of the Executive Committee of This Chapter.

ARTICLE 2

MEMBERSHIP

2.1 MEMBERS: GENERAL PROVISIONS

2.1.1 Classes of Membership. The members of This Chapter shall consist of The Institute members and associate members who have been assigned to membership in This Chapter by The Institute, or who have been admitted to membership In This Chapter as provided in Paragraph 2.3, and of the professional affiliates and honorary affiliates it may admit as provided in Paragraph 2.4.

2.1.2 Definitions. In these Bylaws, Institute members and associate members who have been assigned to membership in This Chapter are referred to as "assigned members". The term "unassigned member" shall refer to Institute members and associate members other than assigned members. The term "affiliate" shall refer to professional affiliates and honorary affiliates. The term "member", if not otherwise qualified, shall refer to all classes of membership in This Chapter.

2.1.3 Qualifications. This Chapter shall not establish qualifications in addition to, or which vary from, The Institute's policies for membership.

2.1.4 Enrollment of Members. Every member assigned to or admitted by This Chapter shall be duly notified to that effect by This Chapter, and shall be enrolled by the Secretary as a member of This Chapter without requiring payment of an admission fee, and such membership shall be announced at the next regular meeting of This Chapter and in its next official publication.

2.1.5 Annual Dues and Assessments. Every member of This Chapter shall pay the fixed annual dues and assessments of This Chapter as determined in Article 7.

2.2 ASSIGNED MEMBERS.

2.2.1 General. The qualifications, rights and privileges of assigned Institute members and associate members shall be as provided in The Institute Bylaws.

2.2.2 Action on Applications. Whenever an application for membership in The Institute and assignment to This Chapter is filed with This Chapter, the Executive Committee shall examine and act thereon within thirty calendar days after the date the application was filed with it, and shall certify such action to The Institute Secretary.

2.2.3 Transfers. The Executive Committee shall not delay or impede the transfer of any assigned member of This Chapter in good standing who has applied for admission to another chapter of The Institute.

2.2.4 Admission Fees Prohibited. An assigned member shall not pay any admission or initiation fee for membership in This Chapter.

2.2.5 Termination. Each assigned member of This Chapter shall remain a member of it until such membership in The Institute is terminated or is reassigned by The Institute to another chapter, Associate membership shall ipso facto be terminated on January 1 of the year following receipt by an associate member of an initial license to practice architecture.

2.2.6 Members Emeriti. Any member who has been granted member emeritus status in accordance with The Institute Bylaws shall ipso facto be a Member Emeritus of This Chapter. All rights, interest, privileges, titles, liabilities and obligations, other than the payment of regular and supplemental dues, shall remain unchanged.

2.2.7 Associate Members.

.1 Qualifications. Associate members shall include:

.1.1 Those without architectural licenses who maintain employment under the supervision of a licensed architect in a professional or technical capacity directly related to the practice of architecture;
.1 .2 Those without architectural license eligible by experience who maintain employment in circumstances recognized by the licensing authorities as constituting credit toward architectural registration.

.2 Rights and Privileges. Associate members in good standing:

.2.1 May speak on and vote in chapter and state meetings on business matters and in elections on all issues except dues for Institute members, election TSA Director, and charges of unprofessional conduct.
.2.2 May be appointed as members of committees at all levels of The
Institute, except those involved with formal or informal charges of
unprofessional conduct by Institute members;
.2.3 May serve as chapter delegates to state, regional and national AIA
conventions but may not constitute more than one-third of any
component delegation to such conventions; but shall not be counted in
determining a chapter's delegate strength for conventions.
.2.4 Shall be eligible to participate in all Institute group insurance, retirement and other benefit programs on the same basis as Institute members;
.2.5 Shall not be eligible to serve as a national officer, national director,
component officer or to chair a national committee;
.2.6 May use the title "Associate Member of The American Institute of
Architects," and may wear a white metal AIA pin; but shall not be
permitted to use the gold AIA pin, the AIA emblem, or the title "AIA
Associate" or "AIA as a suffix to their names.

2.3 UNASSIGNED MEMBERS

2.3.1 Admission. The Executive Committee, without action by The Institute, shall, admit to unassigned membership in This Chapter any Institute member or associate member assigned to another chapter, provided that such member applies for such membership in writing directly to the Executive Committee in the manner prescribed by it.

2.3.2 Rights and Privileges. An unassigned member shall be subject to all regulations and shall have all rights in This Chapter of an assigned member, except that an unassigned member shall not hold any office or directorship in This Chapter, vote at any of its meetings on matters described in Paragraph 4.5.4, nor represent its members as a delegate or otherwise at any meeting of The Institute.

2.3.3 Termination. An unassigned member shall remain a member of This Chapter until such membership in The Institute is terminated or until such member resigns. The Executive Committee may terminate unassigned membership in This Chapter for indebtedness to it.

2.4 AFFILIATE MEMBERS

2.4.1 Admission. Every application for admission to affiliate membership in This Chapter shall be made to the Executive Committee and shall be promptly acted upon by the Executive Committee.

2.4.2 Transfers. Any affiliate in good standing who has a change of residence or place of business or employment from the territory of This Chapter to the territory of another chapter may be transferred to the other chapter by the Executive Committee; provided that the applicant applies for the transfer in writing and that the Executive Committee of This Chapter and of the other chapter mutually agree to the transfer. Under similar circumstances, affiliates transferred from other chapters may be admitted to This Chapter by the Executive Committee without examination; provided, that each thereof files a written application for affiliate membership, as the case may be, and makes the payments required of an applicant.

2.4.3 Admission Fees.

.1 Every applicant for a professional affiliate membership shall pay an admission fee as provided in Article 7.
.2 Applicants for honorary affiliate membership shall not be required to pay an admission fee.

2.4.4 Termination. Affiliate memberships shall be terminated by the death or resignation of an affiliate; shall ipso facto be terminated by admission to or becoming eligible for Institute membership or associate membership, and may be suspended or terminated for unprofessional conduct as provided in Article 10 or for indebtedness as provided in Article 7.

2.4.5 Professional Affiliates: Qualifications. Professional affiliates are non-architects, registered to practice their professions where such requirements exist, with established professional reputations. Professional affiliates may include engineers, planners, landscape architects, sculptors, muralists and other artists, professionals in government, education, industry, research, and journalism, and other professionals whose work is related to the practice of architecture.

2.4.6 Professional Affiliates: Rights and Privileges. Professional affiliates in good standing:

.1 May serve as a member of any committee of This Chapter that does not perform any duty of the Executive Committee or that is not involved with formal or informal charges of unprofessional conduct;

.2 May attend and speak but may not make motions or vote at any meeting of This Chapter except on dues and assessments for professional affiliates;

.3 Shall not be eligible to serve as an officer or director or to chair a committee of This Chapter;

.4 May not use the Initials AlA nor the phrase The American Institute of Architects alone or otherwise, nor the seal, symbol or insignia of This Chapter or The Institute; violation of this provision being deemed to be prima facie evidence of unprofessional conduct.

2.4.7 Honorary Affiliates.

.1 Qualification. A person of esteemed character who has rendered the profession of architecture significant and valuable service within the territory of This Chapter and has conspicuously upheld its aims, but is not eligible for membership in The Institute or This Chapter, may be admitted to Honorary Affiliateship.

.2 Nomination and Admission to Honorary Affiliateship.

.2.1 A person eligible for honorary affiliateship may be nominated therefor by any member of the Executive Committee. The nomination may be in writing over the signature of the nominator and state the name of the nominee, a biography, a history of the nominee's attainments, qualifications for the honor, and the reasons for the nomination.

.2.2 The Executive Committee, at any of its regular meetings held more than two months after the nomination of a person for honorary affiliateship, may admit such person as an Honorary Affiliate by the concurring roll-call vote of three fourths of its entire membership. Not more than one Honorary Affiliateship shall be admitted in any one calendar year.

.2.3 All nominations for Honorary Affiliateship and the voting thereon shall be in executive session and remain confidential until the nominee accepts the honor.

2.4 When the Executive Committee has elected a person to Honorary Affiliateship, it shall ascertain their willingness to accept the honor. If they accept, the Executive Committee shall request them to be present at a meeting of This Chapter for the presentation of the honor.

.2.5 At the designated meeting, the Secretary shall announce the election of the Honorary Affiliateship and read the citation of their achievements, and the President shall admit them as an Honorary Affiliate and present to them the Certificate of Honorary Affiliateship. If the Honorary Affiliate is unable to attend the meeting, then the presentation may be postponed until a later meeting at which the Honorary Affiliate can be present, or the election may be announced and the citation read by the secretary and the certificate presented in absentia by the President.

.3 Rights and Privileges of Honorary Affiliates.

.3.1 An Honorary Affiliate shall not pay any admission fee or annual dues to This Chapter nor be subject to any assessment levied by it nor have any interest in its property or liabilities.

.3.2 The Honorary Affiliate may attend any meeting of This Chapter, and on invitation of the presiding officer may speak and take part in the discussions thereat on all matters except those relating to The Institute, but may not make motions or vote thereat, nor hold any office or directorship in This Chapter, nor serve on any of its committees except as advisor, nor act as its representative or
agent.

.3.3 The Honorary Affiliate shall have the right to use the title of "Honorary Affiliate of AIA Northeast Texas;'' which title shall not be changed by further abbreviation, amplification or otherwise but shall not use the initials AIA nor the phrase The American Institute of Architects alone or otherwise except as prescribed above, nor the symbol, seal or insignia of The Institute or This Chapter.

.4 Withdrawal of Honorary Affiliateship.

The Executive Committee; by the affirmative roll-call vote of its entire membership may terminate any honorary affiliateship in This Chapter and strike the name of the honorary affiliateship from the records for any reason it deems sufficient; provided it has offered the honorary affiliate an opportunity to be heard in this matter.

ARTICLE 3

CHAPTER REPRESENTATION IN RELATED INSTITUTE ORGANIZATIONS

3. 1 THE INSTITUTE

3.1.1 Representation. This Chapter and its members shall be represented at meetings of The Institute as provided in The Institute Bylaws.

3.1.2 Delegates to Institute Meetings. The assigned members of This Chapter in good standing shall select the number of member delegates they are entitled to have represent them at meetings of The Institute from among the assigned members of This Chapter in the number prescribed and in the manner set forth in The Institute Bylaws or rules of The Institute Board.

3.1.3 Expenses of Delegates to Institute Meetings, The expenses of one of the delegates selected to represent This Chapter at the meetings of The Institute may be reimbursed at the discretion of the Executive Committee.

3.2 STATE ORGANIZATION

3.2.1 Representation. This Chapter shall have representation in the Texas Society of Architects in the manner provided for in the TSA Bylaws.

3.2.2 Chapter Director to The TSA Board. This Chapter shall be represented on the TSA Board by one of its assigned Institute members in good standing, referred to herein as the "TSA Director”.

1. Term of Office. Unless prescribed otherwise in the TSA Bylaws, the TSA Director shall serve for a period of three years, or until his successor is elected or appointed. The Executive Committee shall name the successor of a TSA Director for the unexpired term created by resignation or incapacity of any TSA Director.
2. Election. At the election meeting immediately prior to the expiration of a TSA Director's term of office the assigned Institute members of This Chapter in good standing shall elect from among themselves a TSA Director to serve during the next term of office. Nominations and elections of the TSA Director shall be made in the same manner as the officers and directors of This Chapter, except that only assigned Institute members may participate.
3. Duties. The TSA Director shall act for and in behalf of This Chapter in all matters that may properly come before the Texas Society of Architects.
4. Expenses. The expenses of the TSA Director in an amount to be determined by the Executive Committee shall be defrayed in an amount not to exceed the actual hotel and necessary traveling expenses to The TSA Board meetings.

3.2.3 Delegates to The TSA Annual Meeting.

.1 Election. The President shall automatically be a delegate- Additional delegates may be elected at the election meeting of the Chapter by its assigned Institute and associate members. Any number of delegates may be elected, but they must all be assigned Institute or associate members in good standing.

.2 Duties of Delegates. Delegates representing This Chapter shall act for and in its behalf in all matters that may properly come before The TSA Annual Meeting.

3.2.4 Reports. The Secretary-Treasurer shall furnish The TSA with such reports as may be required from time to time. He shall at least annually furnish the Secretary of The TSA with the names and addresses of all members of This Chapter required to keep the Chapter roster up-to-date and complete. He shall periodically report all resignations, suspensions, expulsions, or defaults of its members.

ARTICLE 4

MEETINGS

4.1 REGULAR MEETINGS

4.1.1 Annual Meeting. This Chapter shall hold an annual meeting, whereat the retiring President shall make a report of the Chapter activities and accomplishments during the year just ending, and the incoming Officers and Directors shall be installed. The date of each annual meeting must be after adjournment of The TSA annual meeting and before the end of the calendar year, and shall be determined by the Executive Committee at its first planning session after assuming office. The location of the annual meeting shall be established by the Executive Committee at least 60 days prior to the meeting.

4.1.2 Election Meeting. This Chapter shall hold an election meeting each year for the purposes of nominating and electing the Officers, Directors, and TSA Director to succeed those whose terms are about to expire; for receiving the annual reports of the Executive Committee and the Secretary-Treasurer; and for the transaction of such other business as may be appropriate. The date and host city for the election meeting each year shall be determined by the Executive Committee in its first planning session after assuming office, and the Secretary-Treasurer shall, within thirty days thereafter, notify each Chapter member of the selected date and host city. The date for the election meeting shall be at least two weeks prior to the opening day of the TSA annual meeting
.
4.1.3 Regular Meetings. In addition to the annual meeting and election meeting, This Chapter shall hold a minimum of three regular meetings during each calendar year. The dates and host cities for the regular meetings shall be determined by the Executive Committee in planning session as early as practicable in the calendar year, and the Secretary-Treasurer shall notify each Chapter member of the date and host city for each regular meeting within thirty days after its selection by the Executive Committee.

4.2 SPECIAL MEETINGS

4.2.1 A special meeting shall be held if a call for such a meeting, stating its purpose, is voted by a meeting of This Chapter; by the concurring roll-call vote of not less than two-thirds of the entire membership of the Executive Committee; or by a written petition to the Executive Committee signed by not less than 25 percent of the total number of members of This Chapter then in good standing. In the latter event, the Executive Committee shall call the special meeting for the purposes set out in the petition within 30 days after receiving same.

4.2.2 No other business than that specified in the call and notice of the special meeting shall be transacted thereat, and all rules and procedure at the meeting shall be the same as those for an annual meeting.

4.3 NOTICES AND CALLS OF MEETINGS.

A notice of each meeting of This Chapter, stating the time and place thereof, shall be served by the Secretary-Treasurer on every corporate member, professional associate, and associate by mailing it to his address on file with the Secretary-Treasurer. The notice of each regular meeting and the call and notice of each special meeting shall be served at least seven (7) days before the date fixed for the meeting, unless a longer notice shall be required by law, and the time of serving shall be deemed to be the date on which the notice or the call and notice was mailed prior to the meeting.

4.4 QUORUMS AT MEETINGS.

A quorum shall be necessary for the transaction of any business at a meeting of This Chapter. Unless the statutes or these bylaws require otherwise, a quorum shall be 25% of the total number of the assigned Institute members and associate members of This Chapter.

4.5 DECISIONS AT MEETINGS - DEFINITION OF "INSTITUTE AFFAIRS”.

4.5.1 Every decision at a meeting shall be by a majority vote of those present unless otherwise required by these bylaws.

4.5.2 A roll-call vote shall be taken whenever these bylaws require or whenever a majority of the meeting shall so vote.

4.5.3 Unless the laws of the state otherwise require, there shall be no voting by proxy at a meeting of This Chapter, nor shall any vote be taken by letter ballot unless specifically permitted by these bylaws.

4.5.4 Only assigned members in good standing may vote on matters relating to Institute business or which affect Institute affairs. The following matters are “Institute business or which affect Institute affairs”, but this list shall not be deemed to be all-inclusive:

1. Amending Chapter bylaws, except as specified elsewhere in these bylaws.

2. Matters so designated elsewhere in these bylaws.

3. Elections of Chapter officers, board members, and delegates.

4. Instructions to delegates.

5. Any matters relating to membership, such as passing on admission of applicants, etc.

6. Any matters relating to The Institute's Code of Ethics and Professional Conduct, on which voting shall be limited to assigned Institute members.

7. Chapter dues of assigned members.

8. Other matters relating to the government, meetings, affiliations, budget, and finances of The Institute and This Chapter except as otherwise specified in these bylaws.

9. All other matters so ruled by the Chair. Such rulings can only be reversed by a two thirds vote of the assigned members present at the meeting and eligible to vote.

4.6 ELECTION OF OFFICERS AND DIRECTORS.

4.6.1 The President shall, at a meeting of This Chapter at least two months prior to the election meeting, appoint a nominating committee consisting of three or more assigned members, who shall prepare a slate of nominees for those offices and directorships which are about to become vacant, except for the office of President, which shall automaticaIIy be filled by the President-Elect. The nominating committee shall submit its report at the election meeting, whereat officers and/or directors shall be elected to fill vacancies occurring at the beginning of the next calendar year. In addition, nominations for the above offices, except that of President, may be made from the floor at the election meeting by any assigned member in good standing.

4.6.2 If there is only one nominee for any office or directorship, the secretary-treasurer may be directed by the meeting to cast a ballot for the full number of votes of the meeting for the said nominee, whereupon the president shall declare him to be elected by acclamation. Otherwise, blank ballot slips will be passed among the qualified voters by the secretary-treasurer on which the voter will write the name and office of his choice. Such voting shall be by secret ballot in accordance with procedure prescribed therefore by law and the provisions of Paragraph 4.7 of this article.

4.7 BALLOTING PROCEDURES.

4.7.1 Balloting shall be in charge of three tellers appointed by the President, who shall be members qualified to vote at the meeting, and who shall tally the qualified votes for each nominee, tabulate the results and immediately notify the Secretary-Treasurer thereof.

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

4.7.3 The nominee for an office or directorship who receives a plurality of the ballots cast for the office or directorship shall be elected thereto. In the event of a tie, the list of nominees for each office and each directorship in question shall be restricted to those involved in the tie, and the nominee receiving a plurality in the runoff election shall be elected to the office.

4.8 MINUTES OF MEETINGS.

The Secretary-Treasurer shall cause written minutes of every meeting of This Chapter to be kept in the book of minutes of This Chapter, and all reports and other matters presented to the meeting shall be attached to the minutes as a part thereof. The minutes of each meeting shall record the names of all members and others present and every action taken at the meeting. Each of the minutes shall be signed by the Secretary of the meeting and approved at a meeting of This Chapter.

ARTICLE 5

THE EXECUTIVE COMMITTEE

5.1 The Executive Committee shall consist of the officers (President, President-Elect, and Secretary-Treasurer), the TSA Director, and three (3) Directors. Each member of the Executive Committee shall be an assigned Institute member of This Chapter in good standing. In the event a member of the Executive Committee should be elected to a different office or directorship, the vacancy for the unexpired term of his prior office or directorship shall be filled as provided in Subparagraph 5.3.3, this Article.

5.1.2 In addition to the seven (7) members specified in Subparagraph 5.1.1 above, the immediate Past-President as well as any chapter member who may be a state or national officer, may serve as an ex-officio member of the Executive Committee. An ex-officio member's role in that capacity shall be advisory only, and he shall not be eligible to vote as a member of the Executive Committee.

5.2 AUTHORITY OF EXECUTIVE COMMITTEE.

5.2.1 Powers. The management, direction, control, and administration of the property, affairs, and business of This Chapter shall be vested in the Executive Committee, which shall exercise all authority, rights, and powers granted to it by the laws of the State of Texas and by these Bylaws.

5.2.2 Custodianship. The Executive Committee shall be and act as the custodian of the properties and interests of This Chapter except those specifically placed by these Bylaws in the custody of or under the administration of the Secretary-Treasurer. Within the appropriations made therefore, the Executive Committee shall do all things required and permitted by these Bylaws to forward the objects of This Chapter.

5.2.3 Awards. As funds or other means become available, This Chapter may make awards to persons, firms, corporations, or associations for meritorious work in their respective fields within the territory of This Chapter. Each award shall be bestowed for and on behalf of This Chapter by the concurring vote of all but one of the Executive Committee, after due consideration of the nominees and their work. The token of each award shall be in the form of a medal, an embossed certificate, a scholarship, or otherwise as the Executive Committee shall determine.

5.2.4 Delegation of Authority. Neither the Executive Committee nor any officer or director of This Chapter shall delegate any of the authority, rights, or power conferred by law or these Bylaws, unless such delegation is specifically prescribed or permitted by these Bylaws and is not contrary to law.

5.3 TERMS OF OFFICE OF OFFICERS AND DIRECTORS.

5.3.1 For the offices of President, President-Elect, and Secretary-Treasurer, the term shall be one (1) year; for TSA Director, the term shall be three (3) years, unless otherwise prescribed in the TSA Bylaws; and for Directors, the term shall be three (3) years. Director's terms shall be staggered, so that only one (1) Director is retired each year.

5.3.2 Each officer and director shall serve until his successor has qualified.

5.3.3 If a vacancy occurs in the membership of the Executive Committee, other than on account of a term of office, the said committee, by roll-call vote, shall fill the vacancy for the unexpired term of office.

5.4 MEETING OF THE EXECUTIVE COMMITTEE REQUIRED.

The Executive Committee must actually meet in regular or special meeting in order to transact business, with the exception of membership applications.

5.5 REGULAR MEETINGS OF THE EXECUTIVE COMMITTEE.

5.5.1 After the annual meeting and prior to the first regular meeting of the new year, a joint planning meeting of the outgoing and incoming Executive Committees shall be held to discuss committee organization and goals for the coming year, and to arrange for the change of administration to be effected.

5.5.2 Prior to each meeting of the Chapter, a regular meeting of the Executive Committee shall be held. The time and place of its meetings shall be fixed by the Committee.

5.6 SPECIAL MEETINGS.

5.6.1 A special meeting of the Executive Committee shall be held if so voted by it, or if requested by a majority of the members of the said committee, or at the call of the President or the Secretary-Treasurer.

5.6.2 The Secretary-Treasurer shall notify every member of the Executive Committee by a written call and a notice of each special meeting, stating therein the time, place, and purpose of the meeting and the business to be transacted thereat, and only the business stated in the call and notice shall be transacted at the special meeting; provided, however, that either the call and notice or the limitation as to the business to be transacted, or both, may be waived by the
written consent of every member of the Executive Committee.

5.7 SERVICE OF NOTICES OF MEETINGS.

Every call or notice of a planning meeting or special meeting shall be served not less than three days before the date fixed for the meeting, but any irregularity in or failure of notice of the planning meeting of the Executive Committee shall not invalidate the meeting or any action taken thereat. Written notice of any regular meeting other than the planning meeting shall not be required.

5.8 QUORUM OF EXECUTIVE COMMITTEE MEETINGS.

Four (4) members of the Executive Committee shall constitute a quorum for the transaction of its business, and, if a quorum is not present, those present may adjourn the meeting from day to day or to a later date. The ex-officio members shall not count for this purpose.

5.9 DECISIONS OF EXECUTIVE COMMITTEE.

Every decision of the Executive Committee shall be by a concurring majority vote, unless otherwise required by these bylaws or by law. The vote of a member of the Executive Committee shall be entered in the minutes at his request and whenever a roll call is taken.

5.10 OFFICER PRO TEM.

In the absence of the President and President-Elect, or the Secretary-Treasurer, the Executive Committee shall elect from its membership a chairman pro tem, a secretary pro tem, or a treasurer pro tem, as the case may be. Each thereof shall serve until the regularly elected officer is able to act and during such period, shall perform the duties and exercise the power and authority of the office.

5.11 MINUTES.

Written minutes of every meeting of the Executive Committee, setting out the members in attendance, the matters before the meeting, and every action taken thereat, shall be kept by the Secretary in the Book of Minutes of This Chapter. Each said minutes shall be signed by the Secretary and then signed by the President or other officer who presided at the meeting.

5.12 REPORTS OF THE EXECUTIVE COMMITTEE.

The Executive Committee, prior to the annual meeting of The Texas Society of Architects, shall render to the Secretary-Treasurer and the Executive Vice-president of the TSA a complete list of officers and directors elected at the election meeting. The list shall give the name, membership classification, office to which elected, firm name, business address, residence address, and telephone numbers of each individual.

ARTICLE 6

THE OFFICERS

6.1 TITLES.

The officers of This Chapter shall be the President, President-Elect, and the Secretary-Treasurer.

6.2 THE PRESIDENT.

6.2.1 The President shall be the administrative head of This Chapter. He shall exercise general supervision of its affairs, except such thereof as are placed under the administration and supervision of This Chapter and of the Executive Committee. He shall sign all contracts and agreements whereof This Chapter is a party and perform all other duties usual and incidental to his office.

6.2.2 The President shall act as spokesman of This Chapter and as its representative at meetings with other organizations and committees, unless some other member is delegated so to act in any instance by him or the Executive Committee. A pronouncement shall not obligate or commit This Chapter, unless the obligation or commitment has been specifically authorized by the Executive Committee.

6.3 THE PRESIDENT-ELECT.

The President-Elect shall possess all the powers and perform all the duties of the President in the event of the absence of the President or of his disability, refusal, or failure to act, and he shall perform such other duties as are properly assigned to him by the Executive Committee. He shall also be the Chapter's Program Chairman.

6.4 THE SECRETARY-TREASURER.

6.4.1 The Secretary-Treasurer shall be an administrative officer of This Chapter. He shall act as its recording and its corresponding secretary and as secretary-treasurer of meetings of This Chapter and of the Executive Committee. He shall have custody of and shall safeguard and keep in good order all property of This Chapter. He shall issue all notices of This Chapter; keep its membership rolls; have charge of and exercise general oversight of the offices and employees of This Chapter; sign all instruments and matters that require the attest or approval of This Chapter, except as otherwise provided in these bylaws; keep its seal and affix it on such instruments as require it; prepare the reports of the Executive Committee and This Chapter; in collaboration with the President, have charge of all matters pertaining to the meeting of This Chapter; and perform all duties usual and incidental to his office.

6.4.2 The Secretary-Treasurer may delegate to an Assistant Secretary-Treasurer or other assistant employed by This Chapter the actual performance of any or all of his duties as recording or as corresponding secretary, but he shall not delegate his responsibility for the property of This Chapter or the affixing of the seal of This Chapter or the making of any attestation or certification required to be given by him or the signing of any document requiring his signature.

6.4.3 The Secretary-Treasurer shall have charge of and shall exercise general supervision of its financial affairs and keep the records and books of account thereof. He shall prepare the budgets, collect amounts due This Chapter, and receipt for and have custody of its funds and monies and make all disbursements thereof. He shall have custody of its securities and of its instruments and papers involving finances and financial commitments. He shall conduct the correspondence relating to his office and perform all duties usual and incidental to his office.

6.4.4 The Secretary-Treasurer shall make a written annual report to each annual meeting of This Chapter and a written report to each regular meeting of the Executive Committee. Each of said reports shall set forth the financial condition of This Chapter, the state of its budget and appropriations at the date of the report, and its income and expenditures for the period of the report, and the Secretary-Treasurer's recommendations on matters relating to the finances and general welfare of This Chapter. The annual report shall include recommendations for cover charges at meetings.

6.4.5 The Secretary-Treasurer shall not authorize any person to sign any order, statement, agreement, check, or other financial instrument of This Chapter that requires his signature, unless such delegation is expressly permitted in these bylaws.

6.4.6 When a new Secretary-Treasurer takes office, the retiring Secretary-Treasurer shall turn over to his successor a copy of the closing financial statement and audit of the treasury, all the records and books of account, and all monies, securities, and other valuable items and papers belonging to This Chapter that are in his custody and possession. The incoming Secretary-Treasurer shall check the same and, if found correct, shall give to the retiring Secretary-Treasurer his receipt therefore and a complete release of the retiring Secretary-Treasurer from any liability thereafter with respect thereto.

6.4.7 The Secretary-Treasurer, personally, shall not be liable for any loss of money or funds of This Chapter or for any decrease in the capital, surplus, income, or reserve of any fund or account resulting from any of his acts performed in good faith in conducting the usual business of his office.

ARTICLE 7

DUES, FEES, ASSESSMENTS, AND FINANCES

7.1 ANNUAL DUES.

7.1.1 The Executive Committee, by the concurring vote of all but one of its entire membership, may fix, at the beginning of any calendar year, the annual dues to be paid by each category of member and the amount of admission fees required of professional affiliate members; but in no case shall the annual dues of an Institute member be more than $50.00 and of an associate member or professional affiliate be more than $25.00; also the required admission fee for a professional affiliate shall not be more than $50.00.

7.1.2 Period of Annual Dues. Annual dues shall be due and payable by the fifteenth day of This Chapter's calendar year.

7.1.3 Allocation of First Annual Dues. If a member is admitted during the first half of a calendar year, he shall pay the full amount of annual dues required for his membership category, and the full amount shall be allocated as annual dues for the calendar year of admission. If a member is admitted during the last half of a calendar year, he shall pay one-half the annual dues required for his membership category, and that amount shall be allocated as dues for the second half of the calendar year of admission.

7.1.4 Individual Exemption from Payment of Dues. An Institute or Associate member of This Chapter who is exempted from the payment of dues to The Institute shall be exempted from payment of annual dues to This Chapter.

7.1.5 General Remission of Annual Dues and Admission Fees. This Chapter, by the concurring vote of not less than two-thirds of the total number of assigned members and affiliate members present at a meeting may remit for any calendar year any part or all of the annual dues required to be paid by any class of member, or any part of the admission fee to be paid by affiliate members.

7.1.6 Individual Remission of Annual Dues. The Executive Committee, by the concurring vote of all but one of its members may, in exceptional instances and under exceptional circumstances and for what it deems adequate cause, remit the annual dues of any member in whole or in part for any year, and such remission may be made retroactive.

7.2 ASSESSMENTS.

7.2.1 Authority. This Chapter, by the concurring vote of not less than two-thirds of the total number of the assigned Institute members present at a meeting, may levy an assessment on its assigned Institute members; by the concurring vote of not less than two-thirds of the total number of its assigned members present at a meeting may levy an assessment on its associate members; and by the concurring vote of not less than two-thirds of the total number of members present at a meeting may levy an assessment on its affiliate members. The amount of assessment on each member, respectively, in any calendar year, shall not exceed 100 percent of the amount of the annual dues required to be paid by such member for that year.

7.2.2 Notice of Assessment. Notice of the intention to levy an assessment stating the amount of and the reasons and necessity for the assessment, when it shall be payable, and the time within which it must be paid before a member will be in default for nonpayment, shall be mailed to every member not less than 30 days prior to the meeting of This Chapter at which the proposed assessment is to be voted on.

7.3 CHARGES FOR MEETINGS.

7.3.1 At every meeting of This Chapter whereat the Chapter incurs expense therewith, each member in attendance shall pay a cover charge for himself and an equal charge for each of his guests, if any, to reimburse the Chapter for his share of the meeting expense. These cover charges shall not be construed as all, or any part of annual dues or assessments.

7.3.2 Except for those classes of members excluded from the provision herein, every member of This Chapter shall be required to pre-pay his cover charge for a minimum of three (3) expense-generating regular meetings. Members Emeriti and affiliate members shall not be required to pre-pay meeting cover charges.

7.3.3 By a majority vote of the total number of assigned Institute and associate members present at the annual meeting, the amount of meeting cover charge and the number of meeting cover charges to be prepaid during the next calendar year shall be determined by either:

1. Accepting the recommendation of the Secretary-Treasurer in that regard, as contained in his written report to the annual meeting, or

2. Rejecting the Secretary-Treasurer's recommendation, and substituting a different amount and/or a different number of meeting cover charges to be prepaid.

7.3.4 The amount of required pre-paid meeting cover charges shall be due and payable at the same time as annual dues.

7.3.5 The Executive Committee shall determine the amount of cover charges for special meetings, if any, and the amount of additional cover charge, if any, for the annual meeting. The membership shall be notified by the Secretary-Treasurer of each such charge, if any, along with the notice of the pertinent meeting.

7.4 DEFAULT OF ANNUAL DUES, ASSESSMENTS, AND PRE-PAID MEETING CHARGES.

7.4.1 Every member who has not paid the entire amount of his required annual dues and pre-paid meeting charges, if applicable, for the then current calendar year on or before the last day of the second month of said year shall be in default for the unpaid amount.

7.4.2 Every member who has not paid the entire amount of an assessment applicable to him on or before the date fixed for said payment shall be in default for the unpaid amount.

7.4.3 Notice of Default to Member. Every member who is in default to This Chapter shall be given thirty days notice in writing of impending termination because of said amount.

7.4.4 At the end of the first three-months period of each calendar year, at the end of each calendar year, and at such other times as the Secretary of The Institute requests, the Secretary- Treasurer of This Chapter shall send to the Secretary of The Institute a list of all members in default to This Chapter, with the amount of each default, and, when any such default is cured, the Secretary-Treasurer shall immediately notify the Secretary of The Institute. Copies of these lists and later notifications shall be sent to the Secretary-Treasurer of The Texas Society of Architects.

7.5 TERMINATION FOR DEFAULT OF DUES, ASSESSMENTS, OR PRE-PAID MEETING CHARGES.

7.5.1 Assigned Members. If an assigned member is in default to This Chapter for nonpayment of dues, assessments or pre-paid meeting charges at the end of the third month of the calendar year, the Secretary or the Executive Committee shall so advise the Institute Secretary, and request termination of that membership.

7.5.2 Unassigned Members and Affiliates. If an unassigned member or affiliate member is in default to This Chapter for nonpayment of dues, assessments or pre-paid meeting charges at the end of the third month of the calendar year, such membership shall be terminated, provided that in all cases such members shall have been given a written notice of impending termination at least thirty days prior to the effective date of such action, during which period the member shall remain in good standing and such default may be cured.

7.6 REINSTATEMENT AFTER TERMINATION FOR DEFAULT.

7.6.1 Any former Assigned Member who is reinstated by The Institute may also be reinstated to membership in This Chapter by action of the Executive Committee, provided that he pays the full amount of his default at the time of termination plus any additional annual dues or assessments that would have been incumbent upon him during the intervening time had he not been in default, plus an amount equal to ten percent (10%) of the sum of the foregoing amounts.

7.7 BUDGETS AND APPROPRIATIONS.

Prior to the beginning of every calendar year, the Executive Committee, by the concurring vote of two-thirds of its total membership, shall adopt an annual budget showing in detail the anticipated income and expenditures of This Chapter for at least the immediately succeeding year, make annual appropriations in accordance therewith, authorize the expenditure thereof, and authorize the Secretary-Treasurer to pay the authorized expenditures when due.

7.8 AUDITS.

7.8.1 The books of the Secretary-Treasurer and the rolls of This Chapter shall be audited:

1. Whenever a new Secretary-Treasurer is elected, if an audit is requested by either the outgoing or incoming Secretary-Treasurer, or

2. At any time required by the membership, upon that concurring vote of at least two-thirds of the members present at any regular meeting of the Chapter.

7.8.2 The audit shall be made by a competent accountant employed by the Executive Committee, provided a sufficient sum is appropriated by the Executive Committee or authorized by the membership concurrent with its vote for an audit; otherwise the audit shall be made by an auditing committee comprised of two (2) assigned Institute members and one (1) associate member appointed by the Executive Committee. One copy of the audit shall be filed with the Secretary-Treasurer of the Chapter and one copy with the Secretary of the Institute.

7.9 CALENDAR YEAR.

The calendar year of This Chapter shall be from January 1 to December 31.

ARTICLE 8

PROPERTY, RIGHTS, AND PRIVILEGES

8.1 ACQUIREMENT OF PROPERTY

8.1.1 In furtherance of carrying on its affairs and exercising its powers, This Chapter may take and acquire real property and personal property for its own use but shall not execute any chattel mortgage.

8.1.2 Only the Executive Committee shall have any right or authority to solicit, receive, take, or accept any gift, bequest, or devise for or on behalf of This Chapter, and it shall not accept any gift, bequest, or devise if it will not promote the objects and purposes of This Chapter or if it and its administration will place an undue financial or other burden on This Chapter.

8.2 DIVIDENDS PROHIBITED.

An unencumbered balance of income at the close of a calendar year shall never be distributed as profits, dividends, or otherwise to the members of This Chapter.

8.3 INSTITUTE PROPERTY INTERESTS.

This Chapter shall not have any title to or interest in any property of The Institute nor be liable for any debt or other pecuniary obligation of The Institute. The Institute shall not have any title to or interest in the property of This Chapter, and The Institute shall not be liable for any debt or other obligation of This Chapter.

8.4 SUSPENSION OF INTERESTS, RIGHTS, AND PRIVILEGES.

Good Standing Defined. A member is not in good standing in This Chapter while under charges of unprofessional conduct, and is not in good standing and shall be under suspension if and while in default of dues or other obligations to either This Chapter or The Institute. Immediately upon the suspension of a member, the member's rights in This Chapter and The Institute are withdrawn until the member is restored to good standing, except that periodical publications and other regular mailings may be continued if dues are paid.

ARTICLE 9

COMMITTEES AND COMMISSIONS

9.1 COMPOSITION.

The committees, their membership, terms of office, and duties shall be determined by the Executive Committee. The membership, terms of office and duties of each committee shall be prescribed by the body that established it, but the Executive Committee may assign additional duties to any committee at any time.

9.2 COMMITTEE MEMBERS.

The members and the chair of every committee shall be selected by the Executive Committee.

9.3 REPORTS.

Every committee shall make an annual report to the Executive Committee at the close of its work, and at such other times as the Executive Committee directs.

9.4 COMMISSIONS.

This Chapter may establish commissions to act as supervisory and liaison agents of the Executive Committee for the committees of This Chapter.

ARTICLE 10

PROFESSIONAL CONDUCT AND DISCIPLINE

10.1 CODE OF ETHICS AND PROFESSIONAL CONDUCT.

10.1.1 Institute Code. The Code of Ethics and Professional Conduct of The Institute shall apply to the professional activities of the members of This Chapter, and every interpretation made by The Institute Board of Directors shall be deemed to be the interpretation of This Chapter.

10.1.2 Chapter Amendments Prohibited. No amendment or interpretation of the Code of Ethics and Professional Conduct shall be made by This Chapter.

10.2 PROCEDURE RELATING TO UNPROFESSIONAL CONDUCT BY MEMBERS.

10.2.1 Institute Members and Associate Members. A charge of unprofessional conduct against any Institute member or associate member shall not be heard or adjudged by This Chapter, the Executive Committee, or any Chapter committee, nor shall any of them have any right or authority to admonish, censure, suspend, or terminate such a member for unprofessional conduct, not to recommend any penalty with respect to such conduct.

10.2.2 Informal Hearings Permitted. The Executive Committee, in executive session, may conduct an informal conference to attempt to resolve any complaint against a member of This Chapter for unprofessional conduct if a formal charge of unprofessional conduct has not been filed with The Institute Secretary; however, an informal hearing shall not be a prerequisite to the filing or formal charges of unprofessional conduct.

10.2.3 Charges by Non-members. If a charge against an Institute member or associate member has been made by a non-member, and the Executive Committee finds that the evidence produced supports the complaint, the Executive Committee may file a formal charge of unprofessional conduct against the member complained of, with The Institute Secretary, together with the evidence in the case. In so doing, the Executive Committee may join with the non-member in filing a complaint, or act as complainant on behalf of the non-member in the prosecution of the case.

10.2.4 Charges by Members. If a charge against an Institute member or associate member has been made by a member, and the Executive Committee finds that the evidence produced supports the complaint, then the Executive Committee may, in the name of This Chapter, join with the member in filing a formal charge of unprofessional conduct against the member complained of.

10.2.5 Action by the Executive Committee. If the Executive Committee chooses not to join in a complaint it shall advise the complainant that any charges must be filed in the name of the complainant. Except when the Executive Committee files, or joins in filing a complaint against an Institute member or associate member, its interests in, discussion of and action on any charges of unprofessional conduct shall cease upon the conclusion of its informal hearings.

10.2.6 Notice of Institute Discipline. Whenever notice is received from The Institute that a member of This Chapter has been censured, suspended, or terminated by The Institute, such notice shall be duly entered in the minutes and records of This Chapter and read at its next meeting, and may be published in the next official publication of This Chapter.

10.3 PROCEDURE RELATING TO UNPROFESSIONAL CONDUCT BY AFFILIATE MEMBERS

10.3.1 The Texas Board of Architectural Examiners, or any person, firm, or corporation, may bring to the attention of the Secretary-Treasurer any case of alleged unprofessional conduct of an affiliate member of This Chapter of which he or it is cognizant.

10.3.2 Every such charge of unprofessional conduct on the part of an affiliate member must be in writing, state the facts alleged to be true, be signed by the person or body making the charge, and be sent to the Secretary-Treasurer of This Chapter.

10.3.3 When a charge has been so filed, the Executive Committee, in writing, shall request the complainant, and the affiliate member against whom the charge is made to appear before it for a hearing, shall fix the time, place, and procedure for such hearing, and shall furnish all parties with a copy of this Paragraph 10.3 and the rules that will govern the procedure and hearing. At the hearing, the Executive Committee shall examine the complainant and the accused and such other witnesses as it desires to hear. If either the complainant or the accused fails to appear, the hearing may proceed without him.

10.3.4 If the Executive Committee finds the charge to be true and deems that accused to be guilty of unprofessional conduct, it may censure him by written pronouncement or may suspend or terminate his membership in This Chapter, whichever penalty, in its judgment, is in proportion to the seriousness of the offense. If the accused is exonerated, he and the complainant shall be so notified, and if the accused requests in writing that his exoneration be noticed to This Chapter, then the Secretary-Treasurer shall send said notice of the exoneration of each of its members.

10.4 GENERAL PROVISIONS RELATING TO HEARINGS AND PROCEDURE.

10.4.1 The Executive Committee shall not delegate to any other person or body any of its duties or authority in relation to disciplinary matters.

10.4.2 The Executive Committee shall be the judge of what constitutes unprofessional conduct by an affiliate member and of whether or not he has been guilty thereof. Its decisions in every matter concerning their conduct and every penalty imposed by it on nay thereof on account of unprofessional conduct shall be final and conclusive and without recourse as to the affiliate member and any person acting for him or in his behalf.

10.4.3 If the alleged unprofessional conduct occurred more than one year before the matter is brought to the attention of the Executive Committee, it may dismiss the charges.

10.4.4 The Executive Committee shall judge the admissibility and value of all evidence brought before it and shall base its findings on the evidence admitted.

10.4.5 When a case has been conducted by the Executive Committee, the Secretary-Treasurer shall send, under confidential cover, a notice stating the facts, the judgment taken, the penalty imposed, or the dismissal of the charges, as the case may be, to the affiliate member involved and to the complainant, and, if a penalty was imposed, to each member of This Chapter. The Secretary-Treasurer shall enforce the penalty.

10.4.6 The charges, evidence, and action of the Executive Committee in any case of unprofessional conduct where under a penalty is imposed shall not be made public.

10.4.7 Charges of unprofessional conduct shall be made only in executive session, and all proceedings of and before the meeting at which such charges are made shall be and remain confidential.

ARTICLE 11

AFFILIATIONS AND ENDORSEMENTS

11.1 AFFILIATIONS WITH OTHER ORGANIZATIONS.

This Chapter shall not form or enter into any affiliation with any individual, nor with any organization that is not a component of The Institute.

11.2 PRIVILEGES OF AFFILIATED ORGANIZATIONS.

The representatives of an affiliated or collaborating organization may attend any of the regular meetings of This Chapter, and may speak thereat on invitation of the presiding officer.

11.3 ENDORSEMENTS PROHIBITED

Neither This Chapter, nor the Executive Committee, and Chapter committee, nor any of its officers, directors, committee members, or employees, in an official capacity as such, shall approve, sponsor, or endorse, either directly or indirectly, any public or private enterprise operated for profit, or any material of construction or of any method or manner of handling, using, distributing, or dealing in any material or product.

ARTICLE 12

GENERAL PROVISIONS

12.1 RESIGNATIONS.

Any person admitted to This Chapter, except an assigned member, may resign there from; providing, that he presents his resignation in writing to the Secretary-Treasurer and is in good standing at the time of his resignation. If the Secretary-Treasurer finds him qualified to resign, the resignation shall be effective as of the date the letter of resignation was received by the Secretary-Treasurer.

12.2 LIMITATION ON CHAPTER ACTIONS.

No action of This Chapter, the Executive Committee, any Chapter Committee, or any officer or director shall directly or indirectly nullify or contravene any act or policy of The Institute.

12.3 PUBLICATIONS.

The Executive Committee may prepare, edit, publish, print, sell, or otherwise distribute any document, book, data, information, or other literature concerning any matter that will tend to promote the objects of This Chapter. The publication of official Chapter notices in any official bulletin of communication with the members shall satisfy the requirements of law and of these bylaws regarding publication, provided that the official bulletin of communication be mailed on a date which meets the time requirements specified by law or in these Bylaws.

12.4 RECORDS OPEN TO MEMBERS.

The correspondence and the minute books, except the confidential matter relating to charges of unprofessional conduct and bestowal of honorary affiliateships and the Secretary-Treasurer's books of account and records of This Chapter shall be open to inspection at the executive office of This Chapter, during the business hours fixed by the Executive Committee, by any member in good standing.

12.5 PARLIAMENTARY AUTHORITY.

The rules contained in Robert's "Rules of Order Revised" shall supplement the rules and regulations adopted by This Chapter and shall govern This Chapter, the Executive Committee, and the Chapter committees in all cases in which the said Rules of Order are applicable and insofar as they are not inconsistent or in conflict with the statutes, these bylaws, or the rules and regulations adopted by This Chapter or by the Executive Committee.

12.6 COUNSEL.

The Executive Committee shall obtain the written opinion of counsel on all disciplinary procedures relating to unprofessional conduct, concerning every disciplinary case wherein the action of the Executive Committee may result in the expulsion of an affiliate member, concerning the Standards of Practice and the Rules of Conduct of This Chapter, and concerning all agreements, before any thereof shall become effective.

ARTICLE 13

AMENDMENTS TO BYLAWS

13.1 AMENDMENTS BY MEETINGS OF THIS CHAPTER.

13.1.1 These Bylaws may be amended at any meeting of This Chapter, provided that a notice stating the purpose of amending the Bylaws and the reason therefor and a copy of the proposed amendment(s) is sent to every assigned Institute member and associate member not less than 30 days prior to the date of the meeting at which the proposed amendment is to be considered.

13.1.2 It shall require a vote of not less than two-thirds of the assigned members of This Chapter who are present at the meeting to amend a Bylaw relating to Institute affairs or otherwise relating to assigned members.

13.1.3 It shall require a vote of not less than two-thirds of the members of This Chapter who are present at the meeting to amend other provisions of these Bylaws.

13.1.4 Every resolution of This Chapter amending these Bylaws shall state that the amendment(s) will become effective immediately, contingent upon approval by the Institute Secretary for conformance with Institute Bylaws. Immediately following the adoption of such a resolution, the Secretary-Treasurer shall submit a copy of the amendment and the adopting resolution to the Secretary of The Institute for such approval. Upon receipt of said approval, the amendment shall become effective, and the Secretary-Treasurer shall enter the amendment and the approval at the proper place in these Bylaws, with the date of the amendment and approval.

13.2 AMENDMENTS BY THE EXECUTIVE COMMITTEE.

13.2.1 Conformity with Institute Bylaws. The Executive Committee, without action by a meeting of This Chapter, shall amend any of these Bylaws as may be necessary for conformity with Institute Bylaws. These Bylaws, and any amendments to them, shall be forwarded at the request of the Secretary of The Institute for review for conformity with Institute Bylaws.

13.2.2 Delegation of Authority. The Executive Committee shall be authorized to amend specific provisions of these Bylaws if the power to do so has been delegated to it by a two-thirds vote of the members of This Chapter eligible to vote thereon.