Proposed Bylaws Amendments


Dear AIA Silicon Valley Members,

Assigned members in good standing with voting privileges, i.e. Institute, Associate, and Emeriti members, are asked to consider the following amendments to the AIA Silicon Valley bylaws as recommended by the AIA Silicon Valley Board of Directors. Eligible members will receive an email from AIA Silicon Valley on Friday, September 20th to vote via an online survey. If you believe you are eligible to vote, but have not received an email by that date, please check your spam filter. If it is not there, please contact info@aiasiliconvalley.org.

For further information on the proposed changes to bylaws, the following has been provided:

Four categories of corrections are proposed. Each is outlined below along with an explanation of why they are being proposed and what a “yes” vote would mean. Attached to this message are three documents for further reference:

1. CORRECTIONS

  • WHAT: Corrections related to recent component name changes (AIA Santa Clara Valley to AIA Silicon Valley (AIASVC) and AIA California Council to AIA California (AIACA)) and some minor grammatical corrections: 
  • WHY: Housekeeping. References to the former names of AIA Silicon Valley and AIA California are still present in the AIASVC bylaws. The naming and a couple of minor grammatical corrections should be made.
  • A “YES” VOTE WOULD ALLOW THE CORRECTIONS TO BE MADE.

2. ALIGNMENT WITH SECTION 5.2 AND CURRENT PRACTICE

  • WHAT: Section 5.2 calls for AIA Silicon Valley representatives to the AIA California Board of Directors to be nominated and elected by the Board. It has been the practice of the Chapter for some time to send the President and Vice-President/President-Elect to represent AIASVC on the AIA California Board. The following proposed changes are to align other paragraphs that are currently inconsistent with Paragraph 5.2.1. and current practice.

    3.2.1 Representation. This Chapter shall have representation in the State Organization as provided in the Bylaws of the State Organization. The President and other officers nominated by the Board of Directors and approved by a quorum of the assigned members in good standing of the Chapter Vice-President/President-Elect shall be representatives of this Chapter in the State Organization as Board Members. Should an alternate or alternates be required, the Board of Directors will by majority vote select the alternate(s).

    4.1.1 Annual Meeting. This Chapter shall hold an annual business meeting during the month of September, for the purpose of nominating and electing the officers, and directors, and representatives to the State Organization to succeed those whose terms are about to expire; for receiving the annual reports of the Board of Directors and the Treasurer; and for the transaction of such other business as may be appropriate.

    4.3.4.3 Elections of Chapter officers and directors; delegates to meetings of the Institute and the Regional and State Organization; and representatives to the State Organization;

  • WHY: For an unknown number of years, AIA Silicon Valley has had two representative on the AIA California Board of Directors and the President and Vice President/President-Elect have filled those seats and represented the chapter. The Board of Directors believes that this practice has been a successful means of ensuring strong representation of the chapter at the state level and continuity in leadership. These changes align other sections of the bylaws that are currently inconsistent with Paragraph 5.2.1. and current practice.
  • A “YES” VOTE WOULD CONFIRM THE AIASVC PRESIDENT AND VICE-PRESIDENT/PRESIDENT-ELECT AS THE REPRESENTATIVES OF AIASVC ON THE AIACA BOARD OF DIRECTORS AND ALLOW THE BOARD TO SELECT ALTERNATES IF NEEDED.

 3. PROPOSED REVISIONS TO ALLOW DIGITAL VOTING

  • WHAT: Revise the bylaws to include digital voting as an option. The proposed revision are: 

4.3.5 Alternates to in-person voting. Voting by direct mail or digital voting, subject to the same conditions as in-person voting, shall be allowed.

4.5.1 Tellers In-Person. Balloting shall be in charge of (three) tellers appointed by the President, who shall be assigned 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 thereof.

4.5.2 Mail or Digital Ballot. Any vote that may be taken at a meeting of this Chapter may be taken by direct mail or digital ballot of the members of this Chapter instead of in-person, provided that the matters voted on have been introduced and discussed at a regular or special meeting of this Chapter.

4.5.3 ResultsFor votes that take place at a meeting, the President shall announce to the meeting the results of all balloting, and shall declare all elections. For direct mail or digital poll voting, the President shall, after the close of voting, announce the results via email and at the next Chapter meeting and declare all elections.

Associated adjustments to several paragraphs in the bylaws (4.3.1, 4.3.4.9, 7.1.1, 7.1.5, 7.2.1, 12.1.1., 12.1.2 and 12.1.3) referring to in-person voting (see attached documents for further details)

  • WHY: The board is recommending these changes for the following reasons:

There have been times when achieving a quorum of eligible voters at the annual business meeting has been a challenge. If quorum not met, a vote cannot take place. This can cause logistical and other problems related to elections, dues adjustments, and other chapter business.

Every third year AIASVC is obliged to submit extensive reporting to AIA national for re-accreditation of the chapter. Some of the reporting is associated with chapter practices and voting. A lack of quorum and inability to vote in a reporting year would create undesirable complications. 

When there is more than one candidate running for an office, in person voting can be time consuming and awkward for candidates and voting members alike.

If elections include nominations from the floor, digital polling allows staff time to verify the candidates’ eligibility prior to voting.

We believe that democracy is better served by anonymous, digital voting and that it supports broader participation by membership.

  • A “YES” VOTE WOULD ADD DIGITAL VOTING AS AN OPTION FOR CHAPTER ELECTIONS AND/OR VOTING.

 4. CLARIFICATION

  • WHAT: Make the following revisions to the bylaws are proposed to clarify what is already part of the bylaws and to address a potential gap in the case of a tie:

4.5.5 Tie Votes. In the event of a tie vote, the list of nominees for each office and each directorship in question shall be restricted to those involved in the tie, a runoff election held, and the nominee receiving a majority shall be elected to the office. In the event of a tie vote for two candidates, the President or Senior Chapter Officer present will break the tie by flipping a coin.

5.1 Membership of the Board of Directors. The Board of Directors shall consist of eleven members, five the officers (as listed in Paragraph 6.1), immediate past president and six directors, each of whom shall be an assigned member of this Chapter.

  • WHY: These adjustments are proposed in order to clarify the intent of the existing bylaws. What to do if there is a tie vote in an election with more than two candidates is already covered. This added language covers a tie if there are only two candidates involved. Section 5.1 does not clearly state the makeup of the board. This proposed change is simply for clarification.
  • A "YES" VOTE WOULD ALLOW THE PROPOSED CLARIFICATIONS TO BE MADE.

Thank you in advance for participating in these updates to the chapter bylaws.

Sharon Refvem, FAIA, LEED Fellow

AIA Silicon Valley, 2019 President