What are bylaws?
Bylaws are the governing rules by which an organization operates. Bylaws defines the relationship of the Board to its members.
Early in 2022, the Bylaws Revision Task Force was charged with updating AIA Tennessee’s current bylaws to align with the Institute’s governing structure. In doing so, the committee recognized the opportunity to make additional updates to sections of the bylaws that were antiquated.
Bylaws Committee Members are as follows:
• Chad Polk, AIA | Chair, AIA TN Secretary
• Valentina Cochran, AIA | AIA President Elect
• Scott Busby, AIA
• Josh Flowers, FAIA
• Linda Marzialo, AIA | AIA TN President
Summary of Proposed Amendments
The proposed revisions to the current bylaws streamline the operations of the organization to align with the Institute and allows the Board to define policies, which are governed by the bylaws. Revisions have been reviewed and approved by outside legal counsel, a non-profit expert, as well as AIA National’s legal office.
Below is an overview of the revisions:
- Throughout the body of the bylaws, instead of referencing “Society”, we now reference the name “AIA TN”
- References to specific articles/sections were removed and new language, “as determined in these bylaws”, was added
- “Policies” – section was added to the Bylaws allowing policies to be made and reflective of any proposed revisions to allow the organization to be nimble and flexible.
- Removed the following sections from the bylaws to place into AIA TN policy as determined by the Board of Directors allowing for continued oversight and adoption of best business practices.
- Balloting procedures
- Parliamentary procedures
- Fidelity bonds
- Detailed Duties of Officers
- Committees
- Professional conduct & discipline
- Titles to be used
- Removed the following sections from the bylaws to place into AIA TN policy as determined by the Board of Directors allowing for continued oversight and adoption of best business practices.
- Board Quorum – updated to reflect current state law
- Members General Provisions & Basic Annual Dues – language as it relates to specific sections is now aligned with the Institute and reflects process/practices with the Institute.
- References to Gulf States Region have been removed due to the dissolution of regions by AIA National. There will be an open call for nominations for Statewide Representative seats that will be appointed by the Board of Directors.
- Details will be placed into policy that the nominees will be reviewed and recommended by the TN AIA Leadership Network to the AIA TN Board of Directors.
- Revised language to align with best practice and flexibility:
- Ex Officio Board Representation for NAAB accredited degree programs
- Board/Chapter Representation – revised to allow flexibility for local components to appoint directors to the Board
- Awards – updated language allows the board to define & adopt policies as it relates to awards
- Finances – Updated language allows Board of Directors to define & adopt policies
- Minutes – Updated antiquated language
- Waivers – Updated antiquated language
Click here to download the proposed revised bylaws.
If you have any questions, please feel free to contact AIA TN Bylaws Committee Chair, Chad Polk, AIA, or contact the AIA TN office.
For a detailed comparison, please contact AIA TN staff to request a copy.
These bylaws revisions will be presented to membership via online on October 7, 2022, at the AIA TN Annual Business Meeting, for a vote.