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Bylaws

ARTICLE I. NAME

Name. The name of this Institute shall be The Architectural Engineering Institute of the American Society of Civil Engineers, hereinafter referred to as Institute.

ARTICLE II. OBJECT

Object. The object of this Institute shall be to advance the state-of-the-art and the state-of-the-practice of the world-wide building industry by facilitating effective and timely technology transfer; to integrate the technical and professional activities of all individuals engaged in the building industry; to provide a multi-disciplinary forum for building industry professionals to examine technical, educational, scientific and professional issues of common interest; and to promote the objectives of the American Society of Civil Engineers.

ARTICLE III. ORGANIZATION

Organization. The Institute is organized within the American Society of Civil Engineers, hereinafter referred to as Society. All policies and activities of the Institute shall be consistent with and subject to:

a.  the Society Certificate of Incorporation, Constitution, Bylaws, Rules and Code of Ethics;

b.  applicable federal, state, and local antitrust, trade regulation, and other laws, regulations and legal requirements;

c.  all requirements to maintain the status of the Society as a not-for-profit organization exempt from federal income tax under sections 501(a) and 501(c)(3) of the Internal Revenue Code of 1954 (hereinafter referred to as the Code) qualifying at all times as an organization to which tax deductible contributions may be made pursuant to applicable sections of the Code;

d.  all requirements imposed by the relevant jurisdiction for the maintenance by Society of any license, permit, or authority it may hold to conduct activities and do business as a foreign not-for-profit corporation within that jurisdiction; and

e.  such other policies and procedures as are authorized under these documents.

ARTICLE IV. MEMBERS 

1. Membership Qualifications.  Membership shall be open to any Society member in good standing as well as to all other persons and organizations interested in advancing the object of the Institute and meeting the membership requirements set forth herein. Individual Memberships will include the grades of Member, Fellow, Associate, Affiliate, and Student. Organizational Memberships will include Cooperative Members and Industry Members. The Institute membership categories are described as follows: 

a) Individual Members shall consist of a single person joining the Institute as opposed to an entity such as an association or a company.  

1.  Member: Individuals who are affiliated with the building industry who are:

(i) Graduates of an Accreditation Board for Engineering and Technology, Inc. Engineering Accreditation Commission (ABET/EAC)-accredited engineering or National Architectural Accrediting Board, Inc. (NAAB) architecture program who are legally Licensed Engineers or Architects, or graduates who are legally licensed in other related fields that are recognized by the Board of Governors; no references required.

(ii) Graduates of ABET/EAC-accredited Engineering or NAAB architecture programs without legal license; three (3) references required from members in the Member or Fellow grades.

(iii) Graduates of non-ABET/EAC-accredited Engineering or non-NAAB-accredited Architecture programs, ABET-TAC-accredited engineering technology or related engineering or science programs; three references required from members in the Member or Fellow grades.

(iv) Non-graduates with a Professional Engineering license or Registered Architecture license and ten (10) years of responsible charge subsequent to licensure; three references required from members in the Member or Fellow grades.

2.  Fellow. There shall be no direct admission to the Institute in this grade. Admission shall be only by advancement from the grade of Member. To be eligible for advancement to the grade of Fellow, a Member shall:

(i) be a legally licensed engineer or architect, and

(ii) have had responsible charge for not less than ten (10) years, in the grade of Member, of important work in engineering or architecture and be qualified to direct, conceive, plan, or design building works; or in lieu of (ii),

(iii) have had responsible charge for not less than ten (10) years, in the grade of Member, of important industrial, business, construction, educational, editorial, research, or engineering society activity, requiring the knowledge and background gained from engineering or architectural training and experience.

3. Associate Member: Professionals associated in the field who have not qualified for licensing, but have:

(i) graduated from an ABET/EAC or NAAB accredited curriculum in architecture, building construction, facilities management or one of the engineering professions employed in the design and/or construction of buildings and supporting infrastructure, or in lieu of (i),

(ii) has not less than ten (10) years work experience, or in lieu of (i) or (ii),

(iii) has a combination of experience and education of this length, who shall apply and be found qualified by the Membership Committee.

4.  Student Member: Individuals interested in the building industry, who are full time students in a university program accredited by ABET/EAC or NAAB in architecture, engineering, or other related fields recognized by the Board of Governors.

5.  Affiliate Member: Individuals associated with the building industry who do not fully meet requirements for Member, Associate Member, or Student Member, but nevertheless possess sufficient knowledge and experience to positively contribute to the object of the Institute and who are or have been involved with the design, construction, material supply, professional, technical, or educational aspects of the building industry.

(b) Organizational Members shall consist of professional, educational, or technical societies, Society organizations, and industry firms engaged in the design, construction, material supply, professional, technical, or educational aspects of the building industry. Organizational Membership does not imply that all members of the organization are members of the Institute. The Institute prganizational membership categories are described as follows:  

1.  Cooperative Member. A non-Society professional, technical, or educational society representing the building industry, or a Society organization (i.e. Institute, Division, Council or Board Committee) whose interests are related to the building industry. 

2.  Corporate Member. This membership category provides the Organizational Member with the opportunity to nominate five (5) of their employees to become Individual Members of the Institute at the appropriate grades.

3.  Supporting Corporate Member. This membership category provides the Organizational Member with the opportunity to nominate ten (10) of their employees to become Individual Members of the Institute at the appropriate grades.

2. Member Participation.  

1.  Individual Members in good standing may be appointed to and participate on Institute committees. Individual Members in good standing may vote on all Institute procedural issues or elections put forth for the general membership. Only Fellows or Members in good standing may qualify for an elected position on the Board of Governors after holding membership in the Institute for a period of one year. All committee chairs and vice chairs must be Fellows or Members. An Individual Member whose dues are not in arrears shall be considered in good standing.

2.  Organizational Members in good standing may appoint one representative to participate on Institute committees, except for the Board of Governors. The representative of the Organization may vote on committee activities, but may not serve as committee chair. The representative of the Organization cannot vote on Institute procedural issues or elections, unless the representative is also an Individual Member. An Organizational Member whose dues are not in arrears shall be considered in good standing.

3. Non-Member Participation   

1.  Non-members of the Institute may participate and vote on the Institute=s committees, except for the Board of Governors, but may not serve as committee chair. Non-members cannot vote on Institute procedural issues or elections

2.  Non-members of the Institute may participate as voting members of the Institute=s Standards Committees.

3.  Conferences and other organized activities of the Institute shall be open to all persons with an interest in the building industry through payment of designated fees.

4. Admission and Advancement of Members. Applicants shall be admitted to membership in the Institute in such manner as the Board of Governors may from time to time direct. All Society members in good standing who elect to join the Institute shall be admitted at the appropriate grade. Organizational Members may be admitted upon approval by the Membership Committee. Authority to admit new members may be delegated to the Institute Executive Director in accordance with requirements established by the Institute Board of Governors.

An Individual Member may advance between the grades of Student Member, Associate Member, Affiliate Member, and Member as personal status changes. Advancement between the grades of Student Member, Affiliate Member, Associate Member, and Member will be approved by the Membership Committee. Authority to transfer member grades may be delegated to the Institute Executive Director in accordance with the requirements established by the Institute Board of Governors. The Board of Governors will accept and approve nominations of Members to the grade of Fellow. Nominations may come from committees, individual members, or local groups. The Board of Governors at its discretion and upon the recommendation of the Membership Committee, in the case of a Member who has exceptional professional attainments, may waive the foregoing requirements for advancement to the grade of Fellow.

5. Resignation. Any member of the Institute in good standing may resign by a written communication to the Institute Executive Director.

6. Expulsion. Any member may be expelled from the Institute for conduct in violation of the Bylaws, or the Society Certificate of Incorporation, Constitution, Bylaws, Rules or Code of Ethics, as applicable, or for conduct which in the opinion of the Board of Governors is improper and prejudicial to the best interest of the Society or Institute. Except in any case to which the third paragraph of this Section applies, a decision to expel shall be preceded by a fair hearing at a meeting of the Board of Governors.

Separation from membership in the Institute and disciplinary proceedings shall follow the procedures outlined in the Society Bylaws, Article III, except that in any case to which the third paragraph of this Section does not apply, the Institute Board of Governors acts on behalf of the Institute. Decisions of the Board of Governors shall not be open to appeal except in cases involving recommendation by the Board of Governors to expel a Society member, in which cases an appeal may be made to the Society Board of Direction, whose decision is final.

Cases involving Society members accused of violating the Society Code of Ethics shall be referred to the Society Committee on Professional Conduct.

ARTICLE V. DUES

1. Dues. Membership dues shall be established by the Board of Governors. The annual dues payable by the Institute membership shall be as follows:

Effective October 1, 2007

  • Member, Fellow, Affiliate Member: $100
  • Associate Member: Year of Baccalaureate Degree and
  • First Year after Baccalaureate: $0
  • Second Year after Baccalaureate: $40
  • Third Year after Baccalaureate: $80
  • Fourth and Subsequent Years: $100
  • Student Member: $0
  • Cooperative Member:
  • One Representative $0
  • Subsequent Representatives: $100/each
  • Corporate Member: $750
  • Supporting Corporate Member: $2,000

2. Payment of Dues. Dues shall be payable annually in advance of January 1. A person who is elected to membership in the Institute after June 30 in any calendar year shall pay one-half of the annual dues.

An Institute Member who advances from any grade to a higher grade in the Institute shall pay the annual dues of the higher grade, effective the next Institute membership year.

Every person who is elected to membership in the Institute shall be liable for the payment of all dues until Institute membership shall have been terminated.

3. Statements. Not later than December 1 each year, the Executive Director shall mail to each Institute member, at the latest address known to the Institute, a statement of current indebtedness, if any, of the Institute member and the amount of dues for the ensuing calendar year. 

4. Penalties. Any Institute member whose dues are more than three (3) months in arrears shall be so notified by the Executive Director and shall lose the right to receive publications normally furnished without charge to Institute members in good standing. An Institute member whose dues become six (6) months in arrears shall lose the right to vote. The Executive Director shall mail a notice to any Institute member whose dues become nine (9) months in arrears. Any Institute member whose dues become twelve (12) months in arrears shall forfeit connection with the Institute provided, however, that the Board of Governors, for cause deemed by it to be sufficient, may extend the time for payment of dues and for the application of these penalties.

5. Remission of Dues. The Board of Governors for cause deemed by it to be sufficient may excuse any Institute member from the payment of annual dues, temporarily or permanently, may remit the whole or any part of the dues which may be in arrears, and may remove any name from the list of those permanently excused from the payment of dues. 

ARTICLE VI. OFFICERS

1. Officers. The officers of the Institute shall be the members of the Board of Governors. The officers include a President, President-elect, Past President, Secretary, and Treasurer.

2. Duties.   

(a) Duties of the Board of Governors. The Board of Governors shall manage the affairs of the Institute in accordance with the laws under which the Institute is organized. The Board of Governors has fiduciary, legal and strategic responsibilities and focuses on continuous strategic planning, determines desired outcomes, develops and approves policy imperatives to guide operations and ensures that the Institute uses these policies to work toward meeting its vision and fulfilling its mission.

The fiscal year of the Institute shall be from October 1 to September 30. An annual budget of estimated receipts and expenditures shall be adopted by the Board of Governors at a regular or special meeting prior to October 1 of each year.

The President, on behalf of the Board of Governors, shall make an Annual Report for the preceding fiscal year at the Annual Membership Meeting. The Executive Director shall also make a status report at the Annual Membership Meeting, containing the financial position of the Institute, and such other information as may be deemed by the Executive Director to be appropriate.

(b) Duties of the President. The President shall preside at all meetings of the Board of Governors and of the members of the Institute. The President shall call special meetings of the Board of Governors or of the members as may be deemed proper. In the temporary absence or disability of the President, the President-elect shall discharge the duties of the President.

The President shall be empowered to nominate chairpersons and members for those committees deemed necessary for the effective functioning of the Institute, subject to approval of the Board of Governors.

The President or the appointed designee shall attend regular and special meetings of the Society Board of Direction, and report at such meetings on Institute affairs, if requested to by the Society Board of Direction.

(c) Duties of the Secretary. The Secretary shall be responsible for all correspondence of the Board of Governors. The Executive Director, in cooperation with the Secretary, shall give notice of, attend and keep minutes of all meetings of the Board of Governors, unless excused by the Board of Governors therefrom; shall have custody of the minutes; shall approve and admit members of the Institute, consistent with the Board of Governors policy; and shall perform other such duties and have other such powers as may from time to time be delegated by the Board of Governors.

(d) The Duties of the Treasurer. The Treasurer shall monitor management of the financial affairs of the Institute by the Executive Director, who shall prepare and present an annual financial report at the annual meeting of the Institute. The Executive Director, in cooperation with the Treasurer, shall maintain records of Institute income and expenditures and be prepared to present an accounting thereof to the Board of Governors, to the membership, officers, or any duly authorized person or persons when directed to do so by the Board of Governors.

3. Vacancies. In the absence of the Institute President, or in case of the President=s inability from any cause to act, the President-elect of the Institute shall perform the duties of the President. In the case of the President's death, resignation, or withdrawal from office, the President-elect shall become President.

In case of the President-elect's inability from any cause to act, a replacement shall be appointed by the Institute President with the approval of a simple majority of the Board of Governors. 

ARTICLE VII. MEETINGS

1. Board of Governors Meetings 

(a) The Board of Governors must meet at least annually to conduct any business that might properly come before it. The place and date of this annual meeting shall be fixed by the President of the Board of Governors. All Board of Governors members shall be given at least thirty (30) days notice of meetings. Agenda items shall be filed with the Secretary at least forty five (45) days before the annual meeting, and the agenda shall be mailed to Board of Governors members at least thirty (30) days in advance of the meeting.

(b) Additional scheduled meetings of the Board of Governors shall be held each year, at times and locations designated by the President. Notice and agenda items for additional meetings are as defined for the annual meeting in (a) above.

(c) Special meetings of the Board of Governors may be called by the President at any time or by either the President or Secretary upon the request of any three (3) Board of Governors members. At such meetings, there shall only be considered such business as is specified in the meeting notice. At least ten (10) days advance notice of any such special meeting shall be given by the Secretary to members of the Board of Governors.

(d) At all meetings of the Board of Governors, a simple majority of the Board of Governors shall be sufficient to constitute a quorum for the transaction of business, and the act of a simple majority of the Board of Governors present at any meeting at which there is a quorum shall be the act of the Board of Governors, except as may be otherwise specifically provided by these Bylaws or other applicable instrument or law. If at any meeting there is less than a quorum present, the presiding officer may adjourn the meeting to another time and place.

(e) Any action required to be taken at a meeting of the Board of Governors, or any action that may be taken at a meeting of the Board of Governors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all Board of Governors members and be filed with the minutes of the meeting.

(f) Members of the Board of Governors may participate in any meeting of the Board of Governors by telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

(g) Any Board of Governors member who does not attend two consecutive meetings of the Board of Governors will be automatically removed from the Board of Governors as of the conclusion of such second meeting, unless retained by the majority vote of the Board of Governors before the conclusion of such second meeting.

(h) The Institute Executive Director or designee shall be present at all meetings of the Board of Governors, except for Executive Sessions of the Board of Governors, for which the Institute Executive Director may or may not be present, as the Board of Governors may direct.

2. Membership Meeting.   

(a) Annual Membership Meeting. A general meeting of the membership shall be held each year. The items of business, unless otherwise provided by the Board of Governors shall include the following: Report of the President. Report of the Executive Director. Announcements by the Secretary. Report on canvass of ballot for officers. Installation of new officers. Other items as deemed necessary by the President and Executive Director.

At any Annual Membership Meeting, the membership, without notice and by a two-thirds vote, may modify or change the rules as to order of business at that meeting.

A minimum attendance of one hundred (100) Individual Members shall constitute a quorum for the Annual Membership Meeting of the Institute.

3.Special Meetings. Special meetings of Institute membership may be called by the Board of Governors at any time. The Board of Governors may call a special business meeting of the Institute upon written request of not less than two hundred (200) members, which request shall state the purpose of the meeting.

4. Notice. The Board of Governors must give members at least thirty (30) days notice of all annual and special meetings. The notice must include a description of the business to be conducted.

5. Voting. At any meeting of the membership, a majority of members, where a quorum is present, is necessary to make a decision except where some other number is required by law or by these Bylaws. Proxy voting is not permitted.  

ARTICLE VIII. BOARD OF GOVERNORS

1. The affairs, activities, and concerns of the Institute shall be under the direction of a Board of Governors consisting of seven voting members.  

2. Composition of the Board of Governors. The Board of Governors shall have seven (7) members, who are Institute officers, selected/elected as follows: six (6) at-large Board of Governors members elected by the Institute membership and one (1) Board of Governors member appointed by the Society President.

3. Qualifications.  

(a) All Board of Governors members must be Members or Fellows of the Institute and hold Professional Licensure in Engineering or Architecture.

(b) The Board of Governors member must be a member in good standing of the Institute for a period of at least one year at the time of election or appointment. Each elected or appointed Board of Governors member shall be a member of the Institute in good standing throughout his/her service on the Board of Governors. If a Board of Governors member ceases to be in good standing while in office, that member may be removed. The Institute Executive Director shall not be eligible to serve as a Board of Governors member. Failure to meet the aforementioned qualifications shall be grounds for removal from the Board of Governors.

4. Term of Office. The term of office of each Board of Governors member shall be three (3) years and may be renewed up to one (1) time; however, the Board of Governors member elected as President-elect shall serve for consecutive one year periods as President-elect, President and Past President. The term of any Board of Governors Member shall commence at the end of the Annual Membership Meeting of the Board of Governors at which the term of the Board of Governors member=s predecessor expires, except in cases where a Board of Governors member is inducted to complete an unexpired term.

A Board of Governors member may resign at any time by giving written notice of such resignation to the Secretary of the Board of Governors.

Any Board of Governors member shall continue service unless earlier having resigned or been removed, until a successor takes office.

5. Nominations and Elections. 

(a) Nominating Committee. Institute nominations and elections shall be directed by a Nominations and Elections Committee, hereinafter referred to as the Committee, which has the responsibility of developing nominations for the Board of Governors and directing the elections. The Committee shall be formed each year not later than January 1 and shall meet before March 1 to develop nominations each year for one Board of Governors member and for the President-elect position.

(i) A Nominations and Elections Committee shall be appointed annually by the Board of Governors. The Committee will consist of five members, constituted as determined by the Board of Governors. All five members of the Committee shall be Individual Members in good standing of Institute, and two shall be current Board of Governors members. The Committee shall elect a President of the Committee from its members.

(ii) In assembling a slate of nominees, the Nominations and Elections Committee shall solicit and receive nominations from the general membership of the Institute and from Institute committees. Such nominations shall be received in the form of a nominating letter to the Committee.

(iii) The Committee shall determine an annual slate of nominees, including one or more nominees for each position opened, normally two positions each year. Geographic distribution and representation of the full technical scope and professional function of the Institute shall be considered in establishing the slate of nominees. The slate of nominees and their occupational and geographical descriptions shall be submitted to the Board of Governors for their selection.

(b) Official Nominees. Nominees selected by the Board of Governors shall be known as the Official Nominees. The Secretary shall notify all members of the Official Nominees for such offices either by a notice in the Institute newsletter or by individual mailing to each member of the Institute.

(c) Nomination by Petition. No later than June 1, nominations by petition for the office of President-elect and Board of Governors member may be filed with the Secretary. Petitions for such nominations containing the signatures of at least 200 voting members of the Institute shall be filed with the Secretary as provided for in these Bylaws and shall be accompanied by a letter from the Petition Nominee in acceptance of the nomination. Nominees by petition shall be so designated on the ballot for electing officers.

(d) Nominee Acceptance. Nominees shall be fully informed of the qualifications, duties and requirements of the office for which they are nominated and shall consent to their nominations. Nominations, written nominee acceptance, and a short resume of the Nominee must be forwarded to the Secretary on or before March 15.

(e) President-elect. The President-elect shall assume the office of the President at the Annual Meeting marking the completion of the year in that office.

(f) President. The President shall assume the office of the Past President at the Annual Membership Meeting marking the completion of the year in that office.

(g) Past President. The Past President shall step down at the Annual Membership Meeting marking the completion of the year in that office. If the current Past President vacates office for any reason, the latest living and available Past President will serve out the remainder of the term.

(h) Secretary and Treasurer. The Secretary and the Treasurer are chosen from among the four remaining Board of Governors members annually by a vote of the Board of Governors at their first meeting following the Annual Membership Meeting.

(i) Election Process. The Institute election process will be in accordance with the Society=s Bylaws under Article VI, Sections 10 through 12, with the President and Board of Governors taking responsibility for the election process instead of the Society. Zones and District references are not applicable to the operations of the Institute.

(j) Announcement of Election Results. The Secretary shall announce immediately to the membership the names of the officers elected. These announcements will appear in the Institute newsletter and in the Society's official publication(s).

6. Vacancies. Whenever a vacancy occurs in an elected position on the Board of Governors by death, resignation, or other than by expiration of a Board of Governors member=s term, it shall be filled without undue delay by majority of the remaining Board of Governors members. The delay shall be not longer than the unexpired remainder of the term.

Whenever any vacancy occurs in an appointed position of the Board of Governors by death, resignation, or otherwise than by expiration of an Board of Governors member=s term, it shall be filled for the remainder of the term without undue delay by a direct appointment of the Society President.

7. Compensation of Members of Board of Governors. Individual members of the Board of Governors, as such, shall not receive any salary or other compensation for their services as Board of Governors members, but they shall be entitled to reimbursement of reasonable expenses, if any, incurred by them as Board of Governors members, under procedures established by the Board of Governors.

8. Rules. The Board of Governors may establish rules that are consistent with these Bylaws for the policies, procedures, and programs of the Institute.

9. Removal. Elected officers may be recalled from office by a two-thirds vote of the Board of Governors. 

ARTICLE IX. FINANCE

1. Fiscal Year. The fiscal year of Institute shall be from October 1 through September 30.

2. Assets. All assets held by or for the Institute are vested in the Society and shall be handled according to its fiscal policies.

3. Fiscal Responsibility. The Institute Board of Governors, with due responsibility to the Society Board of Direction, shall oversee the funds and assets of the Institute and shall direct the Institute Executive Director in their management. Neither the Institute nor any individual Board of Governors member, Institute officer, member, employee, or representative thereof shall have any authority, as such, to contract debts for, pledge the credit of, or in any way financially bind the Society.

4. Institute Budget. The Institute budget must be approved by the Institute Board of Governors in accordance with guidelines established by the Society Board of Direction. Gross annual changes of in excess of plus or minus five (5) percent must be approved by the Society Board of Direction. Any changes to the budget and any expenditures in excess of budgeted amounts or for unbudgeted items must be approved by the Institute Board of Governors in accordance following the same process as in the Society Bylaws, with the Board of Governors acting in place of the Society Board of Direction.

5. Revenues. The Institute may raise revenue by means other than dues from members and fees for publications, provided such means are consistent with Society policy and the maintenance of the Society=s tax-exempt status. Any proposed solicitations, and the proposed acceptance of any grant or donation which contains any restriction, shall first be submitted to and approved as permissible by the Society Executive Director, who shall investigate and notify the Institute of his/her determination, including any restrictions or modifications on which approval is conditioned. In the event that the Institute=s revenues exceed its expenditures, the Society shall create a general reserve fund therefor, and the Institute shall control this reserve and may use funds from this reserve for programs and activities of the Institute.

Subsequent to the end of the start-up period, any annual deficit incurred by Institute activities shall be charged to such general reserve fund.

6. Records. The books and accounts of the Institute shall be kept by the Executive Director of the Institute.

7. Reporting. At the close of each fiscal year, the Institute Executive Director shall provide a preliminary statement of the affairs of the Institute, including, but not limited to, a balance sheet and fiscal statement of operations for the preceding year, which shall be submitted to the Institute Board of Governors and to the Society Board of Direction within sixty (60) days from the close of the fiscal year.

8. Audit. The Institute Executive Director shall procure annually an external financial review of the books and records of the Institute. Such audit may be performed in conjunction with the Society=s annual audit. The books and records shall be made available to the Society Treasurer or designee on reasonable notice.

ARTICLE X. COMMITTEES

1. Organizational Elements  

The Board of Governors may by resolution and at its discretion, define , establish and discharge organizational elements such as divisions, standing committees, student chapters, local chapters, and task committees as necessary or desirable to conduct the affairs of Institute. Establishment of any organizational elements shall be by means of a charter, which shall define the mission of the element and the term of the charter. These elements will report directly to the Board of Governors through an Executive Committee of the element or through the hierarchy established by the Board of Governors. Chairs of each element will be nominated and approved by the Board of Governors.

Committee chairs shall return a committee=s tangible property and records, and all records relating to any intangible property and work product of the committee to the Institute when discharged, or when requested by the Board of Governors. Such materials, and any intangible property including work products of the committee belong to the Institute. All divisions, local chapters, student chapters, committees (including any subcommittees), and all special delegates and representatives unless otherwise directed by the Board of Governors, shall be governed by this provision.

Committees of the Institute may be directed to establish written operating policies and procedures, which shall require approval of the Board of Governors for adoption and amendment. 

ARTICLE XI. ADMINISTRATION

1. Robert's Rules. All business meetings of Institute and meetings of its Board shall be governed by the rules contained in Robert=s Rules of Order, Newly Revised, in all cases to which these rules are applicable and in which such rules are not inconsistent with the Society and/or Institute Constitution, Bylaws, and Rules.

2. Dissemination of Information. Electronic communications shall be encouraged to ease the exchange of ideas and methods among Institute members.

3. Relationship to Society. Fees for services provided to the Institute by the Society shall be set by written agreement between the Institute and the Society.

The Society shall have the right of first refusal on the provision of services for the delivery of Institute products and services. In the event that the Institute develops a product or service on its own, it must meet Society standards for quality.

Property and Records of the Institute shall belong to the Society.

The Institute may issue its own statements of policy but must identify them as such. Any amplification, interpretation, or application of Society policies other than by the Society Board of Direction must be clearly identified as the views of the component so engaged and not of the Society. No action shall be taken by the Institute which may be deemed to express an attitude or action of the Society, but resolutions or recommendations may be addressed to the Society Board of Direction for consideration or approval and promulgation.

The Institute may conduct conferences and conventions by itself or acting in conjunction with other units of the Society or other affiliated organizations subject to the right of first refusal defined in the second paragraph of this Section.

4. Relationships with Other Associations and Federations. The Institute may form relationships with other groups and may serve as the United States of America member society to various international organizations, as approved by the Institute.

5. Publications. Publications of the Institute shall be consistent with Society policies except as provided in written agreements that may exist between the Society and the Institute.

The Institute may develop journals, magazines, Manuals of Practice, and Standards by itself or in conjunction with the Society or other organizations. The Society shall have the right of first refusal to act as the Publisher of such publications.

Members of the Institute who are not members of the Society shall be entitled to receive publications of the Institute at the Society member rates and other Society publications at the rates determined by the Society and the Institute Board of Governors.

6. Indemnification. Officers, the Institute Executive Director, and Institute staff and agents, in their respective capacities as such, each shall have the same rights of indemnification from the Society as do Society Directors, officers, employees, and agents.

ARTICLE XII. DISSOLUTION

At any duly constituted meeting of the Board of Governors, by a two-thirds vote, the Institute=s Board of Governors may vote to recommend dissolution of the Institute by the Society Board of Direction, provided that a written notice of this proposed action shall have been given at a previous meeting of the Board of Governors, and provided further that the proposed dissolution shall have been published, together with an announcement soliciting membership comments, in an Institute, Society, or third party publication that normally reaches the entire membership of the Institute, or shall have been sent to the membership by other means.

ARTICLE XIII. NATIONAL ARCHITECTURAL ENGINEERING FOUNDATION

The National Architectural Engineering Foundation (NAEF) is the Institute=s official fundraising organization. NAEF obtains funds to develop and support the Building Architectural Engineering exam. NAEF is a not-for-profit 501(c)3 organization under the Internal Revenue Code. NAEF is granted the authority to operate like an Institute committee and to report to the Board of Governors in accordance with Article X herein.

ARTICLE XIV. AMENDMENT

The Institute Bylaws may be amended at a duly constituted meeting of the Board of Governors by a two-thirds majority of those present and voting, provided that a written notice of such proposed amendment shall have been given at a previous meeting of the Board of Governors, and provided further that the proposed amendment shall have been published, together with an announcement soliciting membership comments, in an Institute, Society, or third party publication that normally reaches the entire membership of the Institute, or shall have been sent to the membership by other means.

No amendment to these Bylaws becomes effective until it is approved by the Society Board of Direction.