New Bylaws Clarification

During the June 16, 2017, virtual membership meeting, the membership approved the new AIA Virginia Bylaws.

It was recently brought to our attention that there needs to be a clarification to an item in these updated bylaws. This clarification is regarding Section 5.03 Qualification of Directors, subsection (a) that speaks to “Component Directors”. In the former bylaws, these individuals were called “Elected Directors”.

During the review of the bylaws, it was the committee’s intent to have the Component Director be a more inclusive position to include emeritus and associate members. As a result, the requirement for this position should be a member in good standing instead of architect member who is a member in good standing.

This change will be presented as a ‘mea culpa’ clarification and voted on at the AIA Virginia Annual Meeting at Architecture Exchange East Nov. 2, 2017.

Seeking Approval of Revised Bylaws

In mid-2015, then AIA Virginia President Valerie Hassett, FAIA appointed a task group dedicated to a comprehensive review and revision of the bylaws of “The Virginia Society AIA.”  Over the course of several years and in consultation with the AIA’s General Counsel and AIA Virginia’s legislative counsel, the task group developed a revised and refined set of bylaws, which it recommended substituting for the existing version.  The board considered these bylaws at both the February 17 and April 21, 2017, meetings and voted to sponsor them for adoption by the membership.

The members of AIA Virginia are now being asked to consider the revised document, for a vote of adoption during the June 16, 2017, virtual Meeting of the Membership, being conducted via webinar at 11:30 a.m. Register for the annual meeting>>

Review the existing bylaws>> and the proposed bylaws>>

In advance of that vote, a webinar will be provided to members on Thursday, May 25, 2017, at 4:00 p.m.  During that session, Bylaws Task Group Chair Eric Keplinger, AIA and EVP Helene Dreiling, FAIA will offer an overview of the amendments, including thorough explanation of certain aspects of the recommended changes.  Register for the bylaws webinar>>

What started as a comprehensive overview turned into a truly ‘deep dive’ – amending the older document to incorporate current best governance practices and editing as necessary to enhance clarity.  More specifically, the intent of the work of the Bylaws Task Group was to:

  • Clean up any grammatical or punctuation items, of which there were very few;
  • Amend the name, throughout, to mirror the new name of AIA Virginia;
  • Update text to recognize new communication/outreach methodologies and technologies; and
  • Make other non-substantive changes to reflect new business or programmatic approaches.

While the bylaws were amended dramatically, most modifications to content were not substantial and could be considered ‘clean-up.’  The document was highly simplified and prescriptive references were either removed or relocated to the board’s companion document.  Related to this, what was formerly the “Rules of the Board” was substantially altered as well and became the “Rules of the Organization.”  This companion piece now incorporates articles removed from the bylaws; it has been approved by the Board of Directors on April 21, 2017, to take effect upon approval of the bylaws by the membership.

Through the course of the work, two areas emerged with the potential for substantive amendment:

  • Addition of a Fourth Vice President: This proposes to add a fourth Vice President focused on “Member Services” and provides for all Vice Presidents to have two-year staggered terms. There is a great necessity for AIA Virginia to concentrate more heavily on membership issues, and a standing volunteer leader, as well as a council, should be dedicated to this crucial need.  The addition of a fourth Vice President for Member Services and creation of a Member Services Council is a logical and appropriate step in aligning the governance structure to meet the service needs of the organization.  Additionally, this approach directly responds to specific objectives in the 2017-2020 Strategic Plan under Goal 5, to “Become a model of a strong nonprofit and vibrant membership organization.”  Similar to the current Councils, the Vice President for Member Services would serve on the Board of Directors as well as the Executive Committee.  The VP position and the Member Services Council will focus on membership (recruitment, retention, and reinstatement) as well as member services (support for and benefits to members).  The change would take effect with the coming election cycle, and the staggered terms of the four serving individuals will be set prior to the election in November 2017.
  • Addition of a Public Director on the Board: Many associations and professional societies are now adding a public member to their Boards of Directors. These individuals provide a valuable perspective representing the public that architects serve, and their opinions are often highly beneficial to board discourse.  In fact, the Board of Directors, prior to the repositioning, had at least one public member for more than 40 years, and two in more recent years.  At least sixteen of the 50 statewide components of the AIA have a public director on their boards.  This inclusion would place AIA Virginia at the leading edge of governance best practices and would bring an important voice – and special expertise – to the board table.

On behalf of 2015 President Valerie Hassett, FAIA, 2016 President Nick Vlattas, AIA, and 2017 President Bill Brown, AIA, we request your careful attention to and consideration of support for these amended bylaws. 

AIA Virginia gratefully acknowledges the participants of the Bylaws Task Group:

  • 2016 Secretary: Eric Keplinger, AIA (Bylaws Task Group Chair)
  • 2015 President: Valerie Hassett, FAIA
  • 2017 Secretary: Jeanne LeFever, AIA
  • Board Member: John Burns, FAIA
  • Board Member: Mitch Rowland, AIA
  • Member-at-large: Pamela Sams, AIA
  • Staff Liaisons: Helene Combs Dreiling, FAIA, and Rebecca Lonadier

Questions in advance of the webinar or the membership meeting should be directed to Helene Combs Dreiling, FAIA at hdreiling@aiava.org or Rebecca Lonadier at rlonadier@aiava.org.

Comprehensive Bylaws Revision

In July 2015, AIA Virginia commenced a comprehensive review and revision of the organization’s Bylaws, working through a Bylaws Task Group (a sub-committee of the Board of Directors including Eric Keplinger, AIA as chair with Valerie Hassett, FAIA: John Burns, FAIA; Mitch Rowland, AIA; Pamela Sams, AIA; and Jeanne LeFever, AIA.)  The original intent of their work was to:

  • Correct any, few grammatical or punctuation items;
  • Amend the name, throughout, to mirror the new name of AIA Virginia;
  • Provide updates to recognize new communication/outreach methodologies and technologies; and
  • Make other non-substantive changes to reflect new business or programmatic approaches.

However, as the group worked through the process, they realized that a ‘deeper dive’ would be preferred to bring the existing Bylaws (review here) into alignment with current best governance practices.  In consultation with AIA Virginia’s attorney, along with advice from AIA legal counsel, the Bylaws Task Group developed an amended set of Bylaws, which the Board of Directors now sponsors for adoption by the members of AIA Virginia.

The revised Bylaws (read here) will be voted upon by the membership during a virtual meeting on Friday, June 16 at 11:30 a.m. (register>>).  In the meantime, those wishing to learn more about the document and understand the changes will be offered that opportunity through a special member Bylaws Webinar on Thursday, May 25 at 4:00 p.m. (register>>). 

In the next newsletter, we shall delve into the substantive changes to the content, and also explain the new Rules of the Organization, which is a companion document that is intended to replace the current Rules of the Board.

Eric Keplinger, AIA                                Helene Combs Dreiling, FAIA
Chair, Bylaws Task Group                     Executive Vice President
2017 President-elect