AIA Florida is a united association of architects who lead...

AIA Florida is a united association of architects who lead the shaping of Florida’s future.

AIA Florida

2015 Board of Directors and Annual Membership Meetings

July 30, 2015 8:00 a.m. – 11:45 a.m.

Boca Raton Resort and Club Boca Raton, FL Florida

Agenda

I. Call to order/Roll call (8:00 am) Andrew M. Hayes, AIA

II. Pledge of Allegiance (8:05 – 8:10) Andrew M. Hayes, AIA

III. Consent Agenda (8:10 a.m. – 8:15 a.m.) Andrew M. Hayes, AIA A. April 10, 2015 Board Meeting [pages 3-15] B. April 9, 2015 EXCOM Meeting (for ratification) [page 16-17] C. April 23, 2015 EXCOM Conference Call Minutes (for ratification) [pages 18-50] D. Membership Report [pages 51-54] E. DBPR Florida Trend Ad [pages 55-56] F. AIA Grants [pages 57-59] G. Broward County PSA [pages 60-66] H. Letter to the Florida Building Commission [page 67]

1. Excerpt from florida/caribbean architect [pages 68-69] IV. Ratification of Tellers Committee (8:15 am – 8:20 am) Andrew M. Hayes, AIA V. Convene 2015 Annual Meeting of the Membership (8:20 am) Andrew M. Hayes, AIA

A. Approved 2014 Annual Meeting Minutes [pages 70-85] B. Financial Report (8:25 am – 8:30 am) Nati Soto, FAIA

1. June 30, 2015 Financial Statements [pages 86-104] 2. 2014 Audited Financial Statements [pages 105-119]

II. Bylaws and Articles of Incorporation Revisions [8:30 am – 9:15 am]

A. Bylaws [pages 120-157] Nathan Butler, AIA B. Articles of Incorporation [pages 158-160] Nathan Butler, AIA

Members are reminded that state and federal laws prohibit the exchange of information among competitors regarding matters pertaining to price, refusals to deal, market division, tying relationships and other topics which might infringe upon antitrust regulations, and that no such exchange or discussion will be tolerated during this meeting. These guidelines apply not only to the formal meeting sessions, but also to informal discussions during breaks, meals, or social gatherings.

AIA Florida Board Annual Meeting

III. Report of the Credentials Committee [page 161] (9:15 am– 9:20 am)Nathan Butler, AIA

IV. Report of the Nominating Committee (9:20 am – 9:25 am) Nathan Butler, AIA

V. Candidate Presentations [pages162-167] (9:25 am – 10:10 am) Break for Caucus and Voting (10:10 am – 10:25 am)

VI. President’s Report (10:25 am – 10:35 am) Andrew M. Hayes, AIA

VII. Celebration of Life [page 168] (10:35 am – 10:40 am) Peter W. Jones, AIA

VIII. General Counsel Report (10:40 am – 10:55 am) J. Michael Huey, Esq. Hon. AIA A. Legislative Review [pages 169-173] B. Amicus Brief [pages 174-178] C. North Carolina Board of Dentistry Supreme Court Decision [pages 179-194] D. Fifth District Court of Appeal Decision [pages 195-196] E. 2016 Legislative Preview

IX. Interim Annual Reports (10:55 am – 11:00 am) Andrew M. Hayes, AIA

A. Advocacy [pages 197-198] B. Communications [pages 199-202] C. Professional Development [page 203-204] D. Membership [pages 205-206]

X. College of Fellows Report (11:00 am – 11:05 am) Mike Rodriguez, FAIA

XI. Foundation Report (11:05 am – 11:10 am) Bill Hercules, FAIA

A. June 30, 2015 Financial Report [pages 207-213]

XII. FAPAC Report (11:10 am – 11:15 am) Nati Soto, FAIA A. June 30, 2015 Financial Report [pages 214-218]

XIII. Russ Davidson, FAIA and Robert Ivy, FAIA (11:15 am – 11:25 am)Andrew M. Hayes, AIA

XIV. Other Business/Resolutions/Items from the Floor (11:25 am – 11:45 am) Andrew M. Hayes, AIA A. Component Challenge Winner B. Presidential Citations

XV. Adjourn (11:45)


AIA Florida Board of Directors Meeting Friday, April 10, 2015

Embassy Suites Tampa, FL

Minutes

The meeting, having been duly noticed was called to order. The following members were in attendance: President Andrew M. Hayes, AIA, First Vice President/President-elect Martin Diaz-Yabor, FAIA, Secretary/Treasurer Nati Soto, FAIA, Vice Presidents Greg Burke, AIA, Kim Headland, AIA, Joyce Owens, AIA, J.J. Scott, AIA, Associate Director at Large Jordan Yee, AIA, Immediate Past President Nathan Butler, AIA, Regional Representatives Miguel Del Rio, AIA, Dan Kirby, AIA, Public Member Dawn Emerick, State Directors Scott Anderson, AIA, Jim Anstis, FAIA, Pat Ballasch, AIA, Virgil Campaneria, AIA, David Erik Chase, AIA, Joe Garcia, AIA, Danilo Guiso, AIA, Jedd Heap, AIA, Pat Hoy, AIA, David Hugglestone, AIA, Tom Hurst, AIA, Ron Johnson, AIA Emeritus, Gene Kluesner, AIA, Tony Lamell, AIA, Larry Maxwell, AIA, Anthony Mazza, AIA, Carlos Molnar, AIA, Ronok Nichols, AIA, Al Ramphal, AIA, Brad Schiffer, AIA, Alejandro Silva, AIA, Holly Stenger, AIA, David Stone, AIA, Don Whitehead, AIA and Hank Wolf, AIA. Also in attendance were AIA Tampa Bay Executive Director Dawn Mages, CAE, General Counsel J. Michael Huey, Hon. AIA and Florida Foundation for Architecture President Bill Hercules, FAIA. Staff members Vicki Long, CAE, Hon. AIA, Becky Wilson Magdaleno, CAE, Wendy Johnson and Candace Munz were in attendance. Having been duly noticed the meeting was called to order. The Board Oath of Office was administered by the President. Board members were reminded to view and sign the code of conduct. Board introductions were conducted and it was announced that five members from the Florida/Caribbean Region were elevated to the College of Fellows: Randy Atlas, FAIA, John Forbes, FAIA, Bill Hercules, FAIA, Chad Oppenheim, FAIA and Nati Soto, FAIA. Consent Agenda The Board reviewed the consent agenda including minutes from the February 4, 2015 board meeting, January 29, 2015 executive committee minutes, financials as of February 28, 2015 and a membership reported. Also included were thank you notes from Legislative Day, a response from the City of Hallandale Beach concerning a possible Consultants’ Competitive Negotiation Act (CCNA) violation and a letter from Governor Rick Scott. Communication from candidate for AIA office, the only one received to date, was included. It was moved and seconded to accept the consent agenda. Upon vote, the motion was adopted unanimously. President’s Report


The public member of the board was introduced. The president reviewed the work of the Governance Task Force and reported that the Florida Foundation for Architecture has amended their bylaws. EVP Report The board was provided with a management report. The EVP reported on legislative activity including a construction defects claims bill that would help reduce frivolous lawsuits, legislation defining structural engineering in statute, a bill reducing the statute of repose from 10 to seven years, adding an architect and engineer to the binding interpretation panel and amending public private partnerships to include a design criteria package designed by a licensed professional and unsolicited bids to be reviewed by a licensed engineer or architect. It was reported that the House and Senate have not agreed upon a budget and will possibly have to reconvene in a special session to pass a budget. It was also reported that Hot Topics continuing education seminars are being held in four cities later in the month. Florida/Caribbean Architect continues to enhance the publication. FAPAC continues to fundraise as contribution solicitations will begin at the conclusion of session. It was also reported that the Director of Administration is enrolled in FSAE’s Leadership Academy and the Manager of Communications and Public Relations was awarded the Golden ACE and one of Tallahassee’s 20 under 40. Member Service Plan The Immediate Past President of the Council of Architectural Component Executives (CACE) presented the board with an overview of the Member Service Plan including recommendations made by the Member Service Resource Task Force, information on the revenue sharing model, possible approaches to providing member services and details on requirements for establishing a statewide agreement and meeting accreditation criteria. FAPAC It was reported FAPAC has raised $2,635 with $1,150 from firm solicitations carried out by FAPAC board members. Legislators cannot currently raise money during session but will resume fundraising after the conclusion of session May 1 with FAPAC account balance at about $7,000 to field those fundraising requests. Board members were encouraged to contribute personally and through their firms. Foundation The President of the Foundation reported planning for the People’s Choice Award is underway as well as planning Open Door events around the buildings in the competition. The Foundation is also working on Architecture in Education programming to connect architecture with schools. Planning has begun to launch this in the Hillsborough County School District in the fall. The Board was presented with bylaws amendments include here within. Upon discussion, it was moved and seconded to approve the bylaws as amended. Upon vote, the motion was adopted unanimously.

FLORIDA FOUNDATION FOR ARCHITECTURE, INC.


AFFILIATED WITH THE FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS

BYLAWS (Amended October 5, 2007)Proposed Amendments - February 2015

ARTICLE I: NAME AND PURPOSE

Section 1 - Name: The name of this Corporation is the Florida Foundation for Architecture, Incorporated. In these Bylaws the corporation is referred to as “the Foundation.”

Section 2 - Purpose: The Florida Foundation for Architecture is a non-profit organization that exists to advocate the value of architecture to audiences beyond the profession with a primary focus on the State of Florida.

The Foundation shall facilitate its purpose through the solicitation and expenditure of gifts, grants, and legacies. It may establish and fund programs that will have a positive influence toward the goal of enhancing public perception of the value of architecture.

ARTICLE II: MEMBERSHIP

ORGANIZATION Section 1- Membership: To facilitate its purposes, the Foundation has developed a membership structure that recognizes donors, distinguished contributions by citizens in support of its mission, and the unique relationship with the profession of architecture. The Foundation recognizes three types of members including: Sustaining, Voting, and Honorary, defined as follows:

Section 1 - Sustaining Members: Sustaining Members shall be individual persons or organizations who are financial supporters during the Foundation’s current fiscal year in accordance with contribution levels established by the Board of Directors. To provide for continuity of membership, the Board of Directors may provide a grace period of up to 45 calendar days for renewal by continuing members. In addition, the Board of Directors may establish multi-year membership categories of up to five (5) years.

Section 2 - Voting Members: shall consist of individual persons that have met the qualifications and have been duly elected or appointed to the Board of Directors, Leadership Council, or Professionals’ Council. The Board of Directors may approve donor recognition levels but may not weight votes according to level of contribution. Each voting member is provided with one vote. Member Organizations may designate an individual representative, however, in no instance may any person have or control more than one vote.

Section 3 - Honorary Members: The Foundation may bestow honorary membership upon individual persons, however honorary members may not vote or hold office in


the Foundation unless otherwise eligible. Any voting member may nominate an Honorary Member, however, the Leadership Council must approval any Honorary Membership

recognition. Posthumous recognition of Honorary Member are also allowed, however, no more than ten Honorary Members may be recognized in any given year.

The members of the Foundation shall be the Officers and Directors of the Florida Association of the American Institute of Architects, FA AIA), during their terms of office. The Officers and Directors of FA AIA shall automatically become Members of the Foundation at the time they take office as Officers and Directors of FA AIA and shall cease to be Members of the Foundation when they cease to be Officers and Directors of FA AIA.

ARTICLE III – GOVERNANCE

The affairs of the Foundation shall be governed by three entities, each with each exercising certain powers as described below.

Section 1 – Board of Directors: The Board of Directors shall be the senior governing body of the organization with the ability to exercise all legal powers not otherwise specifically granted to the Leadership Council or Board of Directors. The Board of Directors may not independently elect Foundation Chair, members of the Board of Directors, or confirm the appointment of a senior Foundation staff person acting as Executive Director, President, or Chief Executive Officer unless acting to fulfill a vacancy in accordance with Article VI.

The Board of Directors shall consist of seven members including the Chair, Vice Chair, and five At-Large Directors as described in Article IV. Directors shall serve for terms of two (2) years, except that the for the initial two (2) years, the Board may designate one or two year terms to provide for elections on a staggered bass. Not fewer than four of these members must also be registered architect members of the Florida Association of the American Institute of Architects. The senior Foundation staff person serves as an ex-officio, non-voting member of the Board of Directors, but is prohibited from simultaneously serve as Chair or in any other capacity on the Board of Directors.

Section 2 – Leadership Council: The Board of Directors may appoint a limited number of individual persons that are Sustaining Members, or that represent organizations that are Sustaining Members to serve as members of the Leadership Council. Members of the Leadership Council are designated as voting members of the Foundation. Leadership Council members shall serve for terms of three years, except that the for the initial three (3) years, the Board may designate one, two, and three year terms to provide for appointments to be made on a staggered bass. Leadership Council members are eligible for reappointment, but may serve no more than three consecutive terms or nine (9) total years. The total number of Leadership Council members may not exceed the total number of Professionals’ Council, except that if the


total number of Professionals’ Council is reduced due to a vacancy in an unexpired term of a Trustee. Leadership Council members may not simultaneously serve on the Board of Directors or the Professionals’ Council. Vacancies in unexpired terms of Leadership Council members may be filled as noted in Article VI.

The Leadership Council must approve the granting of any honorary memberships.

Section 3 Section 2 - The Board of Professionals’ Council: Professionals’ Council shall consist of the members of the AIA Florida Board of Directors who financially support the Foundation at any level. Professionals’ Council must approve the appointment of the senior Foundation staff person serving as Executive Director, President, or similar title; hereinafter referred to as “Chief Executive Officer.”1 a) The Board of Trustees of this Foundation shall consist of not more than 24 trustees, of whom not less that six shall be registered architect members of FA AIA and who shall be elected by the members (Officers and Directors of FA AIA) of the Foundation. The secretary/treasurer of the FA AIA shall be a trustee throughout his/her term of office. Other trustees shall serve for a term of three years or until their respective successors have been elected. Terms shall be arranged so that the terms of approximately one-third of the trustees expire each year. The trustees shall assume their terms of office at the beginning of the next calendar year b) If a vacancy occurs in the membership of the Board of Trustees other than the regular expiration of aterm of office, the vacancy shall be filled for the unexpired term of office by appointment of a successor by the president of the Foundation. c) Any proposed action to be taken by or on behalf of the Foundation shall be taken under the authorityof the Board of Trustees, which shall have all the powers conferred or allowed by law. d) A Nominating Committee of three members shall be recommended by the president and ratified bythe Board of Trustees at a meeting prior to the FA AIA Annual Meeting of the membership for the purpose of identifying candidates for the Board of Trustees and for approval by the members at the FA AIA Annual Meeting.

ARTICLE III: MEETINGS

Section 1- Annual Meetings: a) The Board of Trustees shall convene in conjunction with the FA AIA Annual Meeting of the Membership during which the Nominating Committee shall meet for the purpose of nominating trustees for the upcoming year. Upon Board of Trustees acceptance of the slate of candidates, the Board shall present the nominees for ratification by the members of the Foundation at the next regular meeting of the membership. Trustees may not vote by proxy.

Section 2 - Other and Special Meetings: Other meetings of the Board of Trustees shall also be held at a time, place and date each year, as determined by the president of the Foundation. Other meetings may be called at any time by the president and/or any four trustees. Meetings may be held by teleconference.

1 Traditionally this person has also been the Executive Vice President of AIA Florida, but this is not required.


Section 3 - Notice of Meetings: At least seven days written notice of meetings will be given by the secretary by e-mail or facsimile with the notice to each member or trustee being sent to their last known e-mail address, U.S. mail address or fax number. Special meetings shall not require the sevenday advance notice. Section 4 - Quorum: A majority of the members of the trustees shall constitute a quorum at any meeting at which official action is to be taken by the Board of Trustees except where otherwise provided by law; but a smaller number may adjourn any meeting.

ARTICLE IV: OFFICERS /Executive Committee Section 1 - Election of Officers: The officers of the Foundation/Executive Committee shall be a presidentChair, vice presidentVice Chair, a secretary Secretary and a treasurerTreasurer. Duties of the officers shall be as follows:The offices of vice president, secretary and treasurer shall be elected by the Board of Trustees at their annual meeting. The vice president, the secretary and treasurer shall hold office for one year or until their respective successors are elected whichever shall be later. The terms of office of these officers shall commence at the beginning of the next calendar year and they shall hold office for one year. The Executive Committee shall have and exercise the powers of the Board of Trustees between meetings of the Board and shall regularly report to the trustees its actions at each meeting of the Board of Trustees.

Section 2 - The PresidentChair: The president shall be elected by the members of the Foundation (AIA Florida Officers and Directors) based on a nomination by the Board of Trustees for a two-year period. The president Chair shall preside at all meetings of the Board of Trustees Directors and shall have general power to execute all contracts and other instruments in the name of the Florida Foundation for Architecture and in addition to such other duties as the Board of Trustees Directors may, from time to time, direct. The Chair shall appear at least once a year before the AIA Florida Board of Directors to report on the activities of the Foundation.

Section 3 - The Vice PresidentChair: The vice president Vice Chair shall perform the duties as directed by the Chair and shall have the powers of the President Chair during the absence or inability of the PresidentChair. The Vice Chair shall preside of meetings of the Leadership Council meeting, but shall not vote except in the event of a tie vote. If the Vice Chair is not present, they may designate a member of the Leadership Council to preside.

Section 4 - The Secretary: The Secretary shall maintain and publish a record of all current members of the Board of Directors, Leadership Council, and Professionals’ Council. They shall also keep a record of all the acts and proceedings of the Board of TrusteesFoundation and shall have charge of all books and papers, except those which are hereinafter directed to be in charge of the Treasurer, and shall, in general, perform such other duties as the Board of Trustees Directors may, from time to time, direct.

Section 5 -The Treasurer:


a) The Treasurer shall have and exercise the powers and duties usually pertaining to the office to treasurer. The treasurer shall receive all contributions to the Florida Foundation for Architecture, have the care and custody of all the money, funds, valuable papers or documents of the Foundation; and deposit or cause to be deposited all its funds in and which such depositories as the Board of Directors may, from time to time, direct.

b) The Treasurer or president or the Executive Vice President (EVP) of FA AIA , Chair, or Chief Executive Officer shall have authority to sign all checks, drafts, or other obligations for payment of money, but any such checks in excess of $1000 must be countersigned by at least two of the above mentioned signatories. The Ttreasurer or Chief Executive Officer the EVP shall endorse for deposit or collection or otherwise all checks, drafts and other negotiable instruments payable to the Foundation, keep accurate books of accounts relating to the monies and financial affairs of the Foundation, and render an account of its funds at meetings of the Board of TrusteesDirectors.

c) The Ttreasurer and or Chief Executive Officerpresident shall not be personally liable for any decrease of the capital, surplus, income, balance or reserve of any fund or account resulting from any acts performed in good faith in conducting the usual business of these offices.

ARTICLE V – FINANCIAL POLICY

Section 6 1 - Books of Account: As directed by the Directors, the books of accounts may be in the charge of and kept by a person or agency appointed by the President Chair after consultation with the Board of TrusteesDirectors. Such person or agency shall be under the direction of the treasurerTreasurer with regard to financial affairs.

The Board further directs the Treasurer to establish two funds as follows: a) Endowment Fund – The Endowment Fund will be composed of the current

investment portfolio where a portion of member and firm donations to the Foundation are deposited. The Endowment Fund will be held for long-term growth, with only interest earned available for funding of Foundation Programs. Funds are to be invested based on current FA AIA investment policy.

b) Opportunity Fund – The Opportunity Fund will be composed of funds generated through

separate fundraising activities for specific projects requiring greater resources than the interest generated from the Endowment Fund and/or for projects deemed appropriate by the Board of Directors.

The Board of Directors may establish other accounts or financial policies as necessary to maintain legal compliance or compliance with the rules of restricted contributions, grant funders, or rating organizations.


Section 3 – Acceptance of Gifts: The Board of Directors may reject gifts deemed to be: outside the scope of the organization’s purpose, detrimental to the image of the organization, or that are detrimental to the mission of the organization.

ARTICLE VI – ELECTIONS

Section 1 - Nominations: At least sixty (60) days prior to the Annual Membership Meeting, the Chair shall appoint a Nominating Committee which shall meet for the purpose of nominating the Chair and members of the Board of Directors as appropriate when a term is scheduled to end in the upcoming year or if a special election becomes necessary. The Nominating Committee shall review requirements and qualifications of potential candidates and provide a qualified slate of candidates to the Secretary Upon certification of the slate of candidates by the Secretary, the slate shall be provided to the members of the Foundation along with the Annual Membership Meeting notice. In the event the Secretary is a candidate, the Chair will designate another Director, Leadership Council Member, or Trustee to oversee the election. The Voting Members acting at the Annual Membership Meeting may modify the slate of candidates as long as all other qualifications stated herein are met.

Section 2 - Chair: The Chair of the Foundation shall be elected by a majority vote of the Voting Members of the Foundation for a two-year term in accordance with Article IV. In order to be eligible for election as Chair, the person must have served on the Board of Directors or Professionals’ Council for at least one year.

Section 4 – Board of Directors: The Directors shall be elected by a majority vote of the Voting Members of the Foundation. Sustaining Members of the Foundation are eligible for nomination to the Board of Directors as long as their election shall be compliant with the composition of the Board as noted in Article III, Section 1.

Section 3 – Other Officers: The officers of Vice Chair, Secretary and Treasurer shall be elected by the Board of Directors from among the qualified Directors at their first meeting of the year or an organizational Board of Directors meeting occurring in the ninety (90) days preceding the start of the new year. The terms of the Secretary and Treasurer shall commence at the beginning of the calendar year and they shall hold office for one year.

Section 5 - Timing of Elections: As appropriate per election cycles, the elections for Chair and At-Large director(s) shall take place at the Annual Membership Meeting.

Section 6 – Teller’s Committee: The Chair shall appoint a Teller Committee consisting of three members whose membership shall come from among these groups: Directors not standing for election, Leadership Council members, or Professionals’ Council. The Chair is not required to have representatives from all three groups but may use any or all of the groups to form the pool of qualified members of the Tellers Committee. The Teller’s Committee shall count votes and resolve any matters regarding compliance with the Bylaws for voting on officers.


Section 6 - Vacancies: If a vacancy occurs in the office of Chair, the Vice Chair shall assume office for the unexpired term, except that if said vacancy occurs in the Office of Chair within the first eleven (11) months a new term their shall be an election to fill the unexpired term at the next Annual Membership Meeting. The Vice Chair will assume serve as Chair until the election is held.

If a vacancy occurs in any other officer position, Board of Directors, or Leadership Council, the vacancy shall be filled for the unexpired term by appointment of a successor by the Chair of the Foundation.

ARTICLE VII - MEETINGS

Section 1 – Board Meetings: Board of Directors shall meet on a monthly basis.

Section 2 – Leadership Council: Leadership Council shall meeting twice a year. Once in concurrence with the Annual Membership Meeting and once at a time designated by the Vice Chair.

Section 3 - Professionals’ Council: When necessary to take official action, a meeting of the Professionals’ Council may be called by the Chair of Foundation Board.

Section 4 - Annual Membership Meeting: The Annual Membership Meeting of the Foundation shall convene in conjunction with the Florida Association of The American Institute of Architects Annual Meeting of the Membership.

a) If three-fifths of the Board of Directors shall determine that it is impractical or non-compliant with the calendar set forth in these Bylaws to meeting in conjunction with the AIA Florida meeting, then an alternate time and location may be designated provided that there is at least a sixty (60) day notice provided to the members.

b) No member may have more than one vote.

c) All members, whether voting or not, will be provided the opportunity to address the members assembled for the Annual Membership Meeting.

Section 5 - Board of Directors Organizational Meeting: In accordance with Article VI, the Chair may convene and Organizational Meeting including the continuing and The newly elected members of the Board of Directors for the purpose of planning and electing Secretary and Treasurer. Only members which shall take office in the upcoming year may voter on this election.

Section 6 - Notice of Meetings: At least seven days written notice of meetings will be given by the secretary by e-mail or trackable mail or package delivery service with the notice to each voting being sent to their last known e-mail address or physical address. Special meetings shall not require the seven-day advance notice, but require Secretary to certify attempts to contact or receipt of notice by Directors.


Section 6 - Other and Special Meetings: Other meetings of the Board of Directors shall also be held at a time, place and date each year, as determined by the Chair of the Foundation. Other meetings may be called at any time by the Chair and/or by written request to the Secretary and Chair any four Directors.

Section 7 – Quorum: A majority of the convening group shall constitute a quorum at any meeting at which official action is to be taken except where otherwise provided by law. In the case of a duly noticed Annual Membership Meeting where the threshold a majority of the voting members which shall be based on the total number of Directors, Leadership Council members, and Professionals’ Council.

Section 8 – Web-based or Teleconference Meetings: With the exception of the Annual Membership Meeting, all meetings may be convened via audio or video connection via a commonly available webbased platform provided that proper notice is given. The appropriate number of participants must be able to engage in two-way communication across the platform with other participants in order to comply with quorum requirements.

ARTICLE VIII: COMMITTEES

Section 1 - Appointment of Committees: The Board of Trustees, acting through its president or vice president,Chair shall have power to appoint committees from its ownthe Foundation membership as they deem desirable and shall give such committees authority and power within the right of the Board of Trustees Directors to grant, except that no such committee other than the Executive Committee shall be empowered to incur on behalf of the Foundation any obligation or liability not specifically provided for in the resolution empowering such committee to act. Appointment of Committees consisting of persons that are not members of the Foundation shall require advance approval from the Board of Directors.

ARTICLE VIIX: AMENDMENTS

Section 1 - Amendments: These Bylaws may be amended, altered, added to or modified, or repealed at any time by the voting members at any meeting thereof, by the vote of two-thirds of those members, at the time in office and present at an Annual Membership Meeting or a meeting duly called for that purpose.

Notice of any such amendment, alteration, addition, modification or appeal must be given to the members at least twentythirty (30) days before that meeting.

Regional Representatives’ Report It was reported that the Regional Representatives attended their first Strategic Council meeting in February. Candidates for AIA office and proposed bylaws and resolutions to be presented at AIA convention were reviewed. The regional caucus procedure was also discussed.


Advocacy/Legislative and Regulatory Affairs The Vice President of Advocacy reviewed the bills of interest currently in the legislative process. AIA Florida’s governmental affairs team was able to work with bill sponsors to include language requiring a design criteria package prepared by a licensed design professional for public private partnership bid solicitations while also requiring that unsolicited bids be reviewed by a licensed design professional. The legislation, HB 63/SB 824, is moving through committees. HB 87/SB418 addresses construction defect claims places the onus on claimants and would reduce frivolous lawsuits. The House version has passed its last committee and the Senate bill has one more hearing. Legislation reducing the statue of repose from 10 to seven years, HB 501/SB 1158, narrowly passed its first committee in the House. The Senate version has not been placed on any agendas. HB 217/SB 338 defines structural engineering in statute. AIA Florida’s team worked to insert an amendment tightening the definition to threshold buildings. The House version has been passed out of the House and the Senate version has one more committee stop. AIA Florida’s lobbying team is also working to insert language adding an architect and engineer to the binding interpretation panel in the Building Codes bill, HB 915/SB 1232. The board was presented with recommendations from the Codes and Standards Technical Advisory Council (C-STAC) based on a review of a University of Florida study of the Florida Accessibility Code included here within. Upon discussion, it was moved and seconded to approve the recommendations. Upon vote, the motion passed unanimously.

553.504(1) – Covered Entities Recommend clarifying and defining religious entities’ building elements that are not covered. 553.504(2) – Single Family Residential - Recommend to modify the requirement for the accessible bathroom and bedroom doors in single family, duplex and triplex units to match FHA requirements of 32 inch nominal clear opening. - Evaluate new construction of single family, duplex and triplex units for Aging in Place and Visitability. If on accessible habitable level, bathroom/bathing room or powder room should match FHA requirements. 553.504(5)(a) – Accessible Lav in Toilet Compartment Recommend removing the “at least 19” wide by 17” deep, nominal size” from statute. 553.504(5)(b) – Accessible Water Closet Positioned Diagonal to the Door Recommend elimination of the diagonal requirement. 553.504(6) – Barrier Removal at Emergency or Common Entrances Recommend holding previous position of deletion: The University of Florida’s recommendation contains the statement “This change might be tempered by making it subject to approval by the AHJ.” The Codes & Standards Technical Advisory Council would like it removed, for we want all Code to be predictable.


553.5041(4)(c) – Increasing Number of Accessible Parking Based on Need Recommend deleting this provision from the statute. 553.5041(c)(1) – Accessible Parking Spaces Size of 12’ with 5’ Access Aisle Recommend modifying the accessible parking space to be 11’ wide with a 5’ access aisle 553.5041(5) (e)(1) and 553.5041(5)(e)(2) – Removal of Architectural Barriers in Parking Facilities Must Comply Unless Not Readily Achievable. Alterations must comply to the maximum extent possible. Recommend deleting provisions in Florida Statue as this is addressed in federal regulation. 553.511 – Vertical Clearance for Vehicles Recommend clarifying the sign language.

Communications The Vice President of Communications reported that florida/caribbean architect has seen improvements and an editorial board is in place to provide guidance. A component media kit has been developed as well as a social media toolkit to assist component and members with delivering and communicating their message. The Florida Foundation for Architecture will partner with AIA Florida to present the People’s Choice Award again this year. Each component is asked to have one person serve as the point of communication for the competition. Membership The Vice President of Membership reported that members unpaid for 2015 were official lapsed last week with membership down 450 statewide. The component challenge to reinstate those lapsed members was reviewed. Each component was provided with lists of lapsed and non-members. The committee is working to develop a survey to gauge the value of firm membership and developing marketing targeted to recent graduates and emerging professionals. Professional Development The Vice President of Professional Development reported four Hot Topics session will be held throughout the state at the end of the month and will feature Advanced Florida Building Code courses. Planning for convention is in full swing with a robust curriculum being developed. The committee is also planning Codes on the Road to address changes in the new building code and to provide graduated, quarterly coursework through the state. Associate Director at Large The Associate Director at Large reported that there will once again be an emerging professionals track at convention with speed mentoring and an ARE boot camp. He is also working with component associate directors to strengthen ties with local AIAS chapters and students in the area. Governance Task Force


The chair of the Governance Task Force presented the board with results of a survey polling associates and emerging professionals about their preferences for involvement and service to the association and profession. The board was presented with the proposed governance structure change reducing the board 22 voting members with one state director per component. The board discussed the proposed plan. Other Business National Association of Cuban Architects Videos It was reported that AIA Florida has received funding from AIA National to produce videos in conjunction with AIA Miami documenting the work of architects in pre-Castro Cuba. It was also reported that nominations for AIA Florida and AIA Florida/Caribbean Region offices are open as well as for honor awards. Upon discussion it was moved and seconded to approve the AIA Florida Lifetime Achievement Award. Upon vote, the motion passed unanimously.

There being no further business, the meeting was adjourned. _______________________________ ______________________________ Attest: Andrew M. Hayes, AIA Witness: Nati Soto, FAIA President, AIA Florida Secretary/Treasurer, AIA Florida


AIA Florida Executive Committee Meeting April 9, 2015

Embassy Suites Tampa, FL

Minutes

The meeting, having been duly noticed was called to order. The following members were in attendance: President Andrew M. Hayes, AIA, Past President Nathan Butler, AIA, President Elect Martin Diaz-Yabor, FAIA, Secretary/Treasurer Nati Soto, FAIA, Vice Presidents Greg Burke, AIA, Kim Headland, AIA, Joyce Owens, AIA, J.J. Scott, AIA and Associate Director at Large, Jordan Yee, AIA. Regional Directors Miguel Del Rio, AIA and Dan Kirby, AIA, AICP, LEED AP also attended Also in attendance was AIA Florida General Counsel J. Michael Huey, Hon. AIA participating via conference call and AIA Florida Staff Members, Executive Vice President Vicki Long, CAE, EVP, Hon. AIA, Becky Magdaleno, CAE, Wendy Johnson and Candace Munz. Consent Agenda The committee was provided with minutes from the January 29, 2015 conference call, financial statements as of February 28, 2015, a membership report, Legislative Day thank you notes and other correspondence. The material concerning landscape architecture services in Miami was pulled from the consent agenda for further discussion. It was moved and seconded to accept the consent agenda with the exception of items pulled for further discussion. Upon vote, the motion was adopted unanimously. President’s Report The president reported on the progress of the remaining strategic plan items that were discussed at the executive committee retreat. The committee reviewed the results of a survey of emerging professionals and associates gauging their interest in serving the association. EVP Report In addition to the EVP’s management report, the committee was provided with information on the Florida Council for Public Private Partnerships and updated on a conversation concerning the potential of collaboration. It was noted that the executive director of AIA Fort Lauderdale also serves as the council’s executive director. The committee was also provided with a letter announcing AIA Florida winning a component excellence award and representation letters from Gray Robinson. Information about a U.S. Supreme Court decision that could potentially impact the Board of Architecture and Interior Design (BOAID) was provided. The committee was also given information on the facilitator for the strategic planning session to take place in the fall. General Counsel Report General Counsel provided an update on the legislative session reporting that design/build criteria packaged language requiring unsolicited bids to be reviewed by a design professional


were included in both the House and Senate versions of the public private partnership bill. Building code legislation was successfully amended to include an architect and engineer on the binding interpretation panel. Both versions of the budget included $425,000 to fund BOAID’s privatized prosecutorial services. It was reported that a special session is likely to come to an agreement on the budget. The committee discussed the landscape architecture matter with General Counsel. No action was taken. Regional Representatives’ Report It was reported that 12 resolutions and seven recognitions will be presented at AIA Convention. The bylaws amendment to be voted upon will allow local components to become sections of the state and institutes Core Member Services. The resolutions address graduated membership dues, changing the age criteria for emeritus membership, voting transparency, the World Trade Center 7 collapse and additional ethics requirements when renewing membership. The AIA Board has endorsed the bylaws amendment. Candidates for national office were discussed and it was agreed that the Regional Representatives would be on the next monthly component call to discuss items coming before delegates at AIA Convention. Other Business: Local Foundations The committee discussed the possible formation of local foundations. It was agreed that the president will discuss the potential of fundraising collaboration with the Florida Foundation of Architecture and FAPAC. Governance Task Force The committee was provided with the proposed governance structure changes and amendments to the bylaws. It was suggested that the proposed Regional Representative ex-officio member should not be limited to the Senior Regional Director Public Member It was reported that the current bylaws call for the election of public member however the proposed new structure does not include a public member of the board. Elections will continue as required by the current bylaws. Core Member Services The committee was provided with proposed revenue sharing distribution plan based on the current percentages components currently receive. A checklist of core member services that components must meet was developed by the CACE Immediate Past President. She will be presenting the new revenue sharing model and core member services to the board. There being no further business, the meeting was adjourned. _______________________________ ______________________________ Attest: Andrew M. Hayes, AIA Witness: Nati Soto, FAIA President, AIA Florida Secretary/Treasurer, AIA Florida


AIA Florida Executive Committee Meeting Thursday, April 23, 2015

Conference Call

Minutes

The meeting, having been duly noticed was called to order. The following members were in attendance: Past President Nathan Butler, AIA, President Elect Martin Diaz-Yabor, FAIA, Secretary/Treasurer Nati Soto, FAIA, Vice Presidents Greg Burke, AIA, Kim Headland, AIA, Joyce Owens, AIA, RIBA and J.J. Scott, AIA and Associate Director at Large, Jordan Yee, AIA. Regional Representative Dan Kirby, AIA, LEED AP BD+C also attended. Also in attendance were General Counsel J. Michael Huey, Hon. AIA, AIA Florida Staff Members, Executive Vice President Vicki Long, CAE, EVP, Hon. AIA; Becky Magdaleno, CAE, Lisa O’Donnell, Wendy Johnson, Candy Munz, Jessica Brown and Natasha Reed. Bylaws Amendments The committee was provided with a copy of proposed bylaws amendments. Upon discussion, the committee agreed to the changes include here within. (strikethrough are deletions and additions are underlined.)

ARTICLE I. THE ORGANIZATION

Section 1. Name a. The name of this organization is the Florida Association of the American

Institute of Architects, Inc., a non-profit incorporated, state organization chartered by the American Institute of Architects and the state of Florida; however excepting for reports to governments, property transfer, and transactions requiring legally correct identification, the name for common use may be contracted to: Florida Association of the American Institute of Architects, FA/AIA or AIA Florida.

b. In these bylaws the corporation is called the Association. The American

Institute of Architects is called the Institute. All chapters of the Institute in the state of Florida are called the Component(s).

c. Precedent documents for the Association are the Charter dated May 11, 1914

and the Articles of Incorporation dated October 7, 1976.


Section 2. Purposes a. The purpose of the Association shall be to organize and unite in fellowship the

architects of the state of Florida to combine their efforts so as to promote the aesthetic, scientific, and practical efficiency of the profession; to advance the science and art of planning and building by advancing the standard of architectural education, training, and practice; to coordinate the building industry and the profession of architecture to ensure the advancement of the living standards of our people through their improved environment and to make the profession an ever-increasing service to society.

b. The Association shall represent and act for its assigned membership and the

Components within the state on state matters. c. The Association may borrow and lend money and own property of all kinds,

movable and immovable and engage in other activities which may be incidental to any of the above purposes.

d. The Association may act as trustee for scholarship, endowments, or trust of

philanthropic nature. e. This enumeration of purposes shall not be construed as limiting or restricting

in any manner the power of this Association but the Association shall have all of the powers and authority which may be conferred upon non-profit corporations under the provisions of the laws of the state of Florida.

Section 3. Composition a. The Association shall consist of members of the Institute in its Component

organizations in the state of Florida. b. The domain of the Association is the state of Florida. c. The membership is organized into members, Board of Directors (herein called

the Board), officers, and the committees with dues, privileges, and classifications of membership; functions and responsibilities of the Board and committees; and the qualifications and duties of officers, all as set forth hereinafter.


ARTICLE II. MEMBERSHIP

Section 1. Eligibility a. All architect members, members emeritus, and associate members in AIA

components in the state of Florida, shall automatically be members of the Association. AIA Florida allied members are members of the Association. Qualifications, admission requirements, and privileges of members are those stated in the Institute Bylaws.

b. A student in an architectural school or college in the state of Florida who is a

member of American Institute of Architects Students (AIAS). c. Honorary AIA Florida Member

1) A person of esteemed character who is not eligible for AIA membership in the Institute, but who has rendered distinguished service to the profession of architecture or to the arts and sciences allied therewith may become an Honorary AIA Florida member. 2) The nomination of Honorary AIA Florida membership may be in writing by any member of the Board at any regular Board meeting. The written nomination shall be signed by the nominator and shall give the full name of the nominee, reasons for the nomination, the biography of the nominee, and history of attainments and qualification for the honor. When elected by two-thirds votes of the Board members, a certificate shall be presented on behalf of the Association.

3) An Honorary AIA Florida member shall be privileged to attend the annual meeting of the Association and speak and take part in the discussions on all matters except those related to the corporate affairs of the Association, but may not vote there nor pay dues.

d. Other Membership

Other types of membership may be created as the need arises and when permitted by the Institute.


Section 2. Status of Members a. The status of a member admitted prior to an amendment of the Bylaws relating

to the eligibility or qualification for membership shall not be changed because of the amendment.

b. The grant to and exercise and use by a member of the rights and privileges

vested in him by the Charter and Bylaws shall be conditioned upon the payment of dues to the Component, the Association, and the Institute.

Section 3. Termination of Membership a. AIA membership shall be terminated under the conditions prescribed in the

Institute Bylaws. b. Members of the Association, except Allied members, must maintain

membership in good standing in the Institute and the Component to which they are assigned.

c. Any member suspended or terminated by the Institute shall also be suspended

or terminated by the Association.

ARTICLE III. MEETING OF THE ASSOCIATION

Section 1. Annual Meeting a. There shall be an annual meeting of the Association. b. The Board shall fix time and place of the annual meeting if not fixed by the

preceding annual meeting. c. All members in good standing may discuss the business and debate the issues

brought before the annual meeting. The voting necessary to enact the business before the annual meeting shall be done by the Component delegates


and the President of the Association in case of a tie vote. The officers of the Association shall conduct the business of the annual meeting

d. Delegates of the annual meeting shall be selected by each Component.

1) The number of delegate votes entitled to each Component shall be based on its number of architect members, member emeritus, and associate members in good standing with the component, the Association, and the Institute 30 days prior to the annual meeting, as certified by the Secretary/Treasurer of the Association.

2) Each component shall have two delegate votes for the first six and one additional delegate vote for each additional seven (or fraction thereof) such certified architect members, members emeritus, and associate members.

3) Each Component’s delegate votes will be equally divided among its accredited delegates. After accreditation, the delegate votes are not transferable.

4) The Secretary/Treasurer of the Association shall furnish Components with credential cards and these shall be certified by the President or Secretary of the Component that each delegate is in good standing with the Component, the Association, and the Institute.

5) The Board at a meeting held prior to the annual meeting of the Association shall elect three (3) architect members having the qualifications of delegates to act as the Credentials (or Tellers) Committee of the meeting. The Secretary/Treasurer, ex officio, shall act as Secretary of this Committee, and this Committee shall elect one of its members as its Chairperson. The term of office of every member of the Credentials Committee shall expire when the election results are final

e. An Annual Report shall be made in writing to the annual meeting by each of

the following: President, First Vice President, Secretary/Treasurer, Regional DirectorsRepresentatives, and Board. The report of the Board shall include such committee reports and special reports, as the Board deems advisable.

f. Approval at the annual meeting of the Annual Reports and the

recommendations contained therein shall constitute endorsement of the policies and proposals reflected by the reports.


g. New officers for the ensuing year shall be elected to succeed those whose

terms are about to expire and to fill vacancies.

1) Nominations shall be made during the business session of the annual meeting.

2) The Nominating Committee shall report its nominations to the annual meeting following which nominations may be made from the floor. If the Nominating Committee finds the member nominated from the floor eligible to hold office and his nomination is seconded by two accredited delegates from different components, then he is nominated for office. 3) In the event no contest develops, the election may be declared by acclamation. 4) For contested elections, voting shall be by ballots made available to each delegate. A ballot box shall be open for voting for not less than two and no more than three hours after nominations have been closed.

5) The President shall announce the results of all balloting.

Section 2. Special Meetings a. A special meeting of the Association shall be held if a call, stating its purpose,

is made by any of the following:

1) The annual meeting, by concurring majority vote of the delegates.

2) The Board, by concurring two-thirds vote. 3) Not less than one-half of the Components, provided each such Component has obtained the concurring vote of not less than two-thirds of the membership of its governing body.

4) Written petition to the Board signed by not less than 25 percent of the total number of architect members, Members Emeritus and Associate Members in good standing of the Association.


b. Component representation shall be by delegate under the same rules governing the conduct of the annual meeting.

c. The number of delegates for each Component shall be the same as for the last

preceding annual meeting. d. A new Component chartered subsequent to the previous annual meeting shall

be entitled to delegate votes in accordance with the Secretary/Treasurer’s count of such Component’s architect members, members emeritus, and Associate Members in good standing 15 days prior to the special meeting.

Section 3. Notice Notice of the annual meeting or special meeting of the Association shall be served on each member of the Association by letter, electronic notice, or in an official publication of the Association. Notice of the annual meeting shall be served not less than 30 days before the opening session, and in case of special meeting, not less than 15 days before such meetings.

Section 4. Rules of Order All meetings shall be conducted in accordance with Robert’s Rules of Order, latest edition.

Section 5. Voting at Annual and Special Meetings a. Voting shall be by affirmation, unless roll call is requested by a qualified

delegate, at which time a roll call vote of the delegation shall be taken. b. Each Component shall provide delegates to vote on Association business, but

Components shall not be required to vote as a unit. c. No Component may vote by proxy. d. An officer of the Association shall be entitled to vote only as a member of a

Component delegation except that the President shall have an independent vote in the event of a tie.


e. Minimum number of votes required for action. Unless these Bylaws otherwise require, any action or decision of an annual meeting or other meeting of the Association shall be the concurring votes of the majority of the delegates voting, except that on a roll call vote any action or decision shall be by concurring vote of a majority of those accredited votes which are cast.

f. A quorum for a meeting of the Association shall consist of at least one

delegate from a two-thirds majority of the Components in the State.

Section 6. Letter Ballots No vote shall be taken by letter ballot.

Section 7. Delegates to the American Institute of Architects Convention The delegate representing the Association at the Annual Convention of the Institute shall be the President of the Association. Should the President be unable to attend, the delegate representing the Association would be, in order of descending priority, the First Vice President/President-elect, the Secretary/Treasurer, or a State Director elected by the Board.

Section 8. Waiver of Provisions of the Bylaws Provisions of these Bylaws may be waived at any meeting for the transaction of any special business by a two-thirds roll call vote of the delegates present. When the special business has been consummated, the Bylaws shall be immediately in force again.

Section 9. Executive Session The Board and the Executive Committee may meet in Executive Session at any meeting to consider legal or confidential matters involving administration, personnel matters, or other items. Legal counsel may attend Executive Sessions unless the matter relates to the employment of counsel. All final decisions in Executive Sessions shall be recorded by the Secretary/Treasurer and included in the minutes of the meeting with notation of any dissent to any such decision.


ARTICLE IV. BOARD OF DIRECTORS

Section 1. Membership a. Each member of the Board shall be a member in good standing of the

Association. b. There shall be a Board and it shall consist of: 1) The Officers of the Association including the President, First Vice

President/President-elect, the Secretary/Treasurer, two Associate Directors at large and a total of Four Vice Presidents. With the exception of the Vice Presidents and Associate Directors at Large, the officers shall be architect members. .

2) Two or moreOne state directors from each Florida Component as hereinafter provided. The state directors shall be architect members elected to two-year minimum terms by each Component at an election prior to September 30. a. Component state director elections shall be staggered in odd and even

years with AIA Jacksonville, AIA Space Coast, AIA Palm Beach, AIA Miami, AIA Florida Gulf Coast, AIA Gainesville and AIA Florida Northwest electing state directors for odd years and AIA Orlando, AIA Treasure Coast, AIA Fort Lauderdale, AIA Florida Southwest, AIA Tampa Bay and AIA Tallahassee electing state directors for even years. Upon adoption of these bylaws AIA Orlando, AIA Treasure Coast, AIA Fort Lauderdale, AIA Florida Southwest, AIA Tampa Bay and AIA Tallahassee will elect directors for a one-year term and AIA Jacksonville, AIA Space Coast, AIA Palm Beach, AIA Miami, AIA Florida Gulf Coast, AIA Gainesville and AIA Florida Northwest will elect state directors for a two-year term. Future elections will be held for two-year terms on the even and odd year pattern assigned herein.

b. Should a vacancy occur, the position shall be filled by the Component prior to the next board meeting.

c. State directors may serve two consecutive two-year terms.

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3) The OneRegional Directors Representative of the Florida/Caribbean Region of the Institute as a non-voting ex-officio member.

4) The Immediate Past President, who shall be a member of the Board the year following his term as President.

5) An Associate Member of the Association who shall be elected biannually as a voting Associate Director-at-Large.

6) A Public Member - A public member shall be a non-architect voting member who is not employed by the Institute, Association, or a Component and shall be elected by the Board annually in accordance with the Rules of the Board.

Section 2. Election a. The Officers of the Association shall be elected by a majority vote of

accredited delegates present and voting at the annual meeting as described herein.

b. The President shall not be elected directly, but shall assume office by

automatic succession from the office of First Vice President/President-elect except the President shall be an architect officer of the Association appointed by the Board when the First Vice President/President-elect is unable or unwilling to assume the office of President.

c. The Secretary/Treasurer shall be eligible for re-election. d. The Vice Presidents shall be eligible for re-election. e. The Vice Presidents will be elected to two-year staggered terms. f. Two Associate Members of the Association who shall be elected for two-year

staggered terms as voting Associate Directors-at-Large. g. All terms of office shall begin with the calendar year. h. Any or all Officers shall hold office until their term expires or their successors

have been elected. If a vacancy occurs in any office of the Association other than the expiration of the term of office the Board shall appoint a successor to

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fill the unexpired term of office. If the office of President becomes vacant, the First Vice President/President-elect shall become President and shall complete the unexpired term and continues to serve as President/President-elect.

i. Only such architect members who have been officers or who served on the

Board for at least one year are eligible for nomination for First Vice President/President-elect.

j. An Officer whose term will not have expired in the coming year, who

becomes a candidate for another Association office, shall resign the unexpired office at the beginning of the coming year, if nominated.

Section 3. Duties of the President a. The President shall be the governing head of the Association and shall

exercise general supervision of its businesses and affairs, except such thereof as are placed under the administration and supervision of the Secretary/Treasurer, and that person shall perform all the duties incidental to the office and those that are required to be performed by law, the Component, these Bylaws, and those that are properly delegated by the Board.

b. The President shall preside at all meetings of the Association and the Board. c. The President shall serve a term of one year.

Section 4. The First Vice President/President-elect a. The First Vice President/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 the President’s disability, refusal, or failure to act.

b. The First Vice President/President-elect shall serve as Chairperson of the

Finance Committee and shall perform other duties that are properly assigned by the Board.

c. The First Vice President/President-elect shall serve a term of one year, and

then automatically succeed to President.


Section 5. Duties of the Vice Presidents a. Duties of the Vice President: Each Vice President shall be a liaison to the

Board for the committees/task forces assigned. Each shall serve as a voting ex officio member to each of these committees.

Each Vice President shall report on interim activities at each Board meeting and shall issue a written report to the Secretary/Treasurer for usage in the Annual Report of the Board. As requested, each Vice President shall make recommendations to the President and/or Vice President/President-elect on behalf of the committee chairman and task forces as assigned.

b. Scope of Vice Presidents: The actual committees assigned to each Vice

President shall be determined by the President in conformity with the Rules of the Board.

c. Terms of the Office: Vice Presidents shall be elected to staggered two-year

terms.

Section 6. Duties of the Secretary/Treasurer a. General Duties of the Secretary/Treasurer: The Secretary/Treasurer shall be an

administrative officer of the Association. The Secretary/Treasurer shall act as its recording Secretary and its Corresponding Secretary and as the Secretary of each meeting of the Association, the Board shall exercise general supervision of the Association’s financial affairs, shall have charge of the records and books of account thereof; shall assist the Finance Committee to prepare the budget, collect amounts due the Association and shall have custody of its securities, funds, and monies making the disbursements of the Association there from; shall have charge of all matters relating to insurance, taxes, bonds, instruments, and papers involving financial transactions; shall sign all instruments of the Association whereon signature is required; shall perform other duties usual and incidental to his/her office and the duties that are required to be performed by the law, the Charter, these Bylaws, and the duties properly assigned by the Board.

b. Specific Duties of the Secretary/Treasurer:


1) Custody of Property: The Secretary/Treasurer shall have custody of and shall safeguard and shall keep in order all property of the Association.

2) Issue Notices: Shall be responsible for the preparation and issuance of all notices and all calls and notices of all meetings of the Association and the Board.

3) Conduct Correspondence and Maintain Records: Shall conduct the correspondence, shall have charge of the membership records, minutes, and annual reports.

4) Affix Seal and Sign Papers: Shall keep the seal of the Association and affix it on such instruments that require it and sign all papers that require the attest or approval of the Association.

5) Reports of the Secretary/Treasurer: In collaboration with the Officers of the Association, prepare the annual report of the Board. Make a written report to the Board at its regular meetings and the delegates at each annual meeting and other meetings of the Association as required. Each report shall describe the financial condition of the Association, a comparison of the budget to appropriations as of the date of the report, the income and expenditures for the period of the report, and the Secretary/Treasurer’s recommendations on financial matters.

6) Meetings: Have charge of all matters pertaining to the arrangements for and recording of meetings.

c. Liability of the Secretary/Treasurer: The Secretary/Treasurer personally shall

not be liable for any decrease of the capital, surplus, income, balance, or reserve of any fund or account resulting from any acts performed in good faith in conducting business of the office.

d. Delegation of Duties: The Secretary/Treasurer may delegate certain support

functions of the office, so long as they are not in conflict with these Bylaws. Duties that may not be delegated: responsibility for the property of the Association, affixing the seal of Association as required, the making of any attestation or certification required to be given, the signing of any financial instrument, notice, or agreement of the Association that requires signature, unless specific authorization for delegation is granted by these Bylaws or the


Board. The Secretary/Treasurer must sign all documents as required by these Bylaws, the Charter, or the law.

e. The Secretary/Treasurer shall serve a two-year term.

Section 7. Removal of Officers Any or all of the elected officers may be removed for or without cause at any duly constituted meeting of the Association by two-thirds majority vote of the delegates entitled to vote.

Section 8 – Vacancies of Officers Should a vacancy occur, the position shall be filled by an appointment made by the Board of Directors to serve the remainder of the term.


7) Ex Officio Voting Members

(a) Deans, or in the absence of the dean, department chairpersons of NAAB accredited schools or colleges of architecture in Florida.

(b) Such other ex officio members as the Board may from time-to-time approve.

c. The State Director(s), representing a Component, shall be elected to two-year

minimum staggered terms by each Component at an election prior to September 30 of each year.

The number of State Directors for each Component shall be based on the number of Architect Members, Associate Members and Members Emeritus of the Institute in the various Components as determined by the membership roster as of July 1 of the current year. The distribution of State Directors to be elected by Components shall be as described in the Rules of the Board. Each Component shall have a minimum of two State Directors and one Alternate Director.

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Section 2. Vacancies Vacancy of a State Director on the Board shall be filled by the Component prior to the next Board meeting.

Section 310. Authority a. The Board shall manage, direct, control, conduct, and administer the property,

affairs, and business of the Association, and between annual meetings, within the appropriations made therefore, put into effect all general policies, directives, and instructions adopted by the Association at a meeting of the Association.

b. The Board shall issue such bulletins and publications to its members and to

others as determined by the Board. c. The Board shall establish and adopt rules and regulations supplementing, but

not in conflict with the Institute and these Bylaws, to govern the use of the property, name, initials, symbol and insignia of the Association and to govern affairs and business of the Association.

d. Each State Director, or Alternate Director in the absence of the State Director,

shall be presumed to convey to the Board the actions and request of the Component represented.

Section 11. Meetings a. Regular Meetings: The Board shall hold at least four regular meetings each

year as described in rule.

1) A regular meeting shall be held immediately preceding the opening of the annual meeting and another meeting within 60 days after the beginning of the new fiscal year. At least two other meetings shall be fixed by the Board for time and place.


22) A simple majority of the members of the Board shall constitute a quorum and all decisions shall be made by concurring vote of not less than a majority of those members present. In the case of a tie, the President shall vote.

b. Special Meetings: A special meeting of the Board may be called by notice by

the President, or by a majority of the officers, or by six members of the Board.

Time and place for the Special Meeting shall be fixed by the person or persons calling the meeting.

c. Notices and Minutes

1) Notice of each meeting of the Board shall be sent in writing by the Secretary/Treasurer to each member of the Board at least 10 days before the date fixed by the meeting.

2) Minutes of the meeting of the Board shall be recorded by the Secretary/Treasurer and approved by the Board in its succeeding meeting. 3) Provisions of these Bylaws may be waived at any meeting for the transaction of any special business by a two-thirds roll call vote of the members present. When the special business has been consummated, the Bylaws shall be immediately in force again

Section 5 Rules of Order All meetings shall be conducted in accordance with Robert’s Rules of Order, latest edition.

Section 612. Removal of State Directors a. Any State Director who misses two consecutive meetings in a term shall

automatically be removed as a State Director and the Component will be charged with appointing a successor to fill the balance of the term, unless the absence is excused in writing for good cause by the Association President in advance.

b. Any State Director may be removed for or without cause by affirmative vote

of those entitled to elect the State Director to office.


Section 713. Board Suspension of an Officer’s Authority The authority of an officer to act may be suspended by the Board for cause, but such action shall not be taken if more than one Board member votes against it. Voting shall be by secret ballot and any such officer shall have the opportunity to address the Board prior to the vote, but the Board’s action shall be final.

ARTICLE V. OFFICERS OF THE ASSOCIATION

Section 1. Election a. The Officers of the Association shall be elected by a majority vote of

accredited delegates present and voting at the annual meeting. b. The Officers of the Association and the Board shall consist of a President,

First Vice President/President-elect, Immediate Past-President, Secretary/Treasurer, the Associate Director-at-Large, and Vice Presidents. The number of Vice Presidents shall be determined by the Board. With the exception of the Associate Director-at-Large, officers shall be Architect Members. All officers shall be elected by the membership of the Association at the annual meeting as designated herein.

c. The President shall not be elected directly, but shall assume office by


d. The Secretary/Treasurer shall be eligible for re-election. e. All terms of office shall begin with the calendar year. f. Any or all Officers shall hold office until their term expires or their successors

have been elected. If a vacancy occurs in any office of the Association other than the expiration of the term of office the Board shall appoint a successor to fill the unexpired term of office. If the office of President becomes vacant, the First Vice President/President-elect shall become President and shall complete the unexpired term and continues to serve as President/President-elect.

Comment [BW1]: Moved to Article IV


g. Only such architect members who have been officers or who served on the


h. An Officer whose term will not have expired in the coming year, who


Section 2. President a. The President shall be the governing head of the Association and shall

exercise general supervision of its businesses and affairs, except such thereof as are placed under the administration and supervision of the Secretary/Treasurer, and that person shall perform all the duties incidental to the office and those that are required to be performed by law, the Component, these Bylaws, and those that are properly delegated by the Board.

b. The President shall preside at all meetings of the Association and the Board

and shall be Chairperson of the Executive Committee. c. The President shall serve a term of one year.







Section 4. The Vice Presidents


a. Duties of the Vice President: Each Vice President shall be a liaison to the Executive Committee and the Board for the committees/task forces assigned. Each shall serve as a voting ex officio member to each of these committees.

Each Vice President shall report on interim activities at each Executive Committee meeting and Board meeting and shall issue a written report to the Secretary/Treasurer for usage in the Annual Report of the Board. As requested, each Vice President shall make recommendations to the President and/or Vice President/President-elect on behalf of the committee chairman and task forces as assigned.

b. Scope of Vice Presidents: The actual committees assigned to each Vice

President shall be determined by the President in conformity with the Rules of the Board.


terms.

Section 5. Secretary/Treasurer a. General Duties of the Secretary/Treasurer: The Secretary/Treasurer shall be an

administrative officer of the Association. The Secretary/Treasurer shall act as its recording Secretary and its Corresponding Secretary and as the Secretary of each meeting of the Association, the Board, and the Executive Committee; shall exercise general supervision of the Association’s financial affairs, shall have charge of the records and books of account thereof; shall assist the Finance Committee to prepare the budget, collect amounts due the Association and shall have custody of its securities, funds, and monies making the disbursements of the Association there from; shall have charge of all matters relating to insurance, taxes, bonds, instruments, and papers involving financial transactions; shall sign all instruments of the Association whereon signature is required; shall perform other duties usual and incidental to his/her office and the duties that are required to be performed by the law, the Charter, these Bylaws, and the duties properly assigned by the Board.




2) Issue Notices: Shall be responsible for the preparation and issuance of all notices and all calls and notices of all meetings of the Association, the Board, and the Executive Committee.








functions of the office, so long as they are not in conflict with these Bylaws. Duties that may not be delegated: responsibility for the property of the Association, affixing the seal of Association as required, the making of any attestation or certification required to be given, the signing of any financial instrument, notice, or agreement of the Association that requires signature, unless specific authorization for delegation is granted by these Bylaws or the Board. The Secretary/Treasurer must sign all documents as required by these Bylaws, the Charter, or the law.




ARTICLE VI. EXECUTIVE COMMITTEE OF THE BOARD

Section 1. Composition There shall be an Executive Committee of the Board composed of the President, the First Vice President/President-elect, the Secretary/Treasurer, the Vice Presidents, the Associate Director-at-Large, and the Immediate Past President who shall serve on the Executive Committee the year following the term as President.

Section 2. Powers Delegated to the Executive Committee The Executive Committee shall have full authority, right, and power to act for the Board during periods between Board meetings on all matters except that it shall not:

1) Adopt a general budget 2) Change the policies, Rules of the Board, or the Bylaws 3) Make an award of honor 4) Purchase, sell, lease, or hypothecate any real property 5) Form an affiliation 6) Fix assessments and annual dues

However, it shall be allowed to act for the Board on any of the foregoing accepted matters which have been delegated specifically to it by two-thirds vote of the Board.

Section 3. Decisions of the Executive Committee a. The President, who shall be the Chairperson of the Executive Committee,

shall fix the time and place for the meeting of the Executive Committee.


b. A simple majority of its members is a quorum and shall be necessary in order

to transact business at a meeting. c. The Executive Committee, in order to transact business, may meet in person

or conduct its business via telephone conference calls. d. The actions of the Executive Committee shall be recorded in minutes and

ratified by the Board at its meeting following such action.


Article V Strategic Council

Section 1 Strategic Council a. There shall be a Strategic Council composed of the immediate past president

of the Association and a maximum of eight association members, a maximum of three public member subject matter experts and as it is the desire of AIA Florida to regularly collaborate with the Deans and Directors of the Schools of Architecture across the state of Florida, preference will be given to any Dean/Director volunteering to actively serve in this capacity but shall be limited to three total appointments.

b. The Strategic Council shall be nominated by the president, president and president-elect and presented to the Board of Directors for approval at the last board meeting of the year.

c. Members of the Strategic Council shall serve for a term not to exceed one year. Members may be reappointed.

d. The immediate past president shall serve as the moderator of the council.

e. The Strategic Council may meet once in person and in special meetings by virtual and other similar means as needed in order to conduct its business.

Formatted: Heading 1






Formatted: Numbered + Level: 1 +Numbering Style: a, b, c, … + Start at: 1 +Alignment: Left + Aligned at: 0.25" + Indentat: 0.5"













f. Purpose of the Strategic Council shall be to advance the profession of architecture by informing the Board of important professional issues and opportunities. It shall have the following responsibilities

1. Identify issues and opportunities for the Association’s consideration; 2. Conduct a rigorous process to survey the profession and the

environment to identify conditions, opportunities and threats in order to help guide the Association’s planning process;

3. Develop and recommend public positions on behalf of the Association for consideration and potential action by the Board;

4. Propose for Board approval, such committees, ad hoc workgroups and task forces as it deems appropriate to advance the Association’s purpose.

ARTICLE VII. ADMINISTRATIVE AND EXECUTIVE DEPARTMENT

Section 1. Executive Officer a. The administrative and executive offices shall be in the charge of an executive

officer, who shall be known as the Executive Vice President (EVP). The EVP shall be employed by and shall report to the Board.

b. The EVP shall be the Assistant Treasurer and shall perform such duties in this

capacity as the Treasurer may direct and under direct supervision.

Section 2. Duties of the Executive Vice President a. The EVP shall be and act as the chief executive officer of the Association, and

as such shall have general management of the administration of its affairs, subject to the general direction and control of the Board and supervision of Officers of the Association.

b. The EVP also shall: 1) Implement programs under the various departments and coordinate all

inter-department affairs.


Formatted: Numbered + Level: 2 +Numbering Style: 1, 2, 3, … + Start at: 1 +Alignment: Left + Aligned at: 0.75" + Indentat: 1"



2) Be the officer in whom the Board shall place the responsibility for carrying out its general policies.

3) Maintain contacts with other professional societies particularly those in the

fields allied to architecture and with trade associations in the construction industry so that the EVP may be constantly informed as to the activities in those fields, extending the cooperation of the Association as circumstances may warrant.

Section 3. Functions of the Executive Vice President a. Administrative Functions: The EVP shall direct the administrative functions

of the Association office as provided in Article VII of the Bylaws. The EVP shall serve as chief executive officer of the Association in charge of the administrative and executive offices, and shall maintain liaison with professional societies. The EVP will limit employment to the Association.

b. Editorial Functions: The EVP shall be responsible for the publications of the

Association, including the official journal and carrying out Board directives. c. Legislative Functions: The EVP shall establish continuing and effective

relationships with the Florida Legislature, carrying out Board directives and shall serve as legislative representative for the Association on a continuing basis, with such specialized legal assistance as may be necessary from time to time.

d. Legal and Accounting Function: shall coordinate legal and accounting

functions of the Association as required, acting to carry out directives of the Board.

e. Liaison Functions with State Board: shall establish and maintain effective

liaison with the Florida Board of Architecture and Interior Design subject to the direction and control of the Board and supervision of the officers of the Association.

Section 4. Assistants to the Executive Vice President


The employment of assistants to the EVP shall be in accordance with the Rules of the Board.

ARTICLE VIII. COMMITTEES/TASK FORCES

Section 1. Structure The Association committees/task forces are for specific short-term activities of the Association and standing committees, established by these Bylaws of two types: a. Association standing committees which serve the special needs of the

Association and cooperate with similar committees of the components or the Institute located in the state of Florida.

1) Association standing committees shall be a Nominating Committee, Finance Committee and other standing committees as shall be appointed by the President and approved by the Board to conduct the affairs of the Association.

The membership of these committees shall be selected by the President from the membership according to these Bylaws and Rules of the Board.

2) The First Vice President/President-elect’s recommendations for committee chairpersons for the following fiscal year shall be presented to the Executive Committee at its next meeting for approval and advice, and then ratified by the Board at its next regular meeting.

b. Task forces may be created by the President or by the Board. When created

by the President, the Board at its next meeting thereafter shall review such action and may continue or discontinue such committees, or make changes in membership, as it may deem proper.

1) Task forces shall expire with the fiscal year, but may be recreated to continue to function into the following fiscal year. 2) Chairpersons and members for task forces shall be appointed from the membership and their terms shall expire with the task force.


3) The President may, at any time, discontinue task forces, alter classifications, or make any changes in the personnel of special membership and Association standing committees and report such action to the Board at its next meeting.

Section 2. Nominating Committee a. There shall be a Nominating Committee whose duty shall be to nominate

members in good standing with the Institute, the Components, and the Association qualified to become officers in the Association for each of the offices about to be vacated.

b. The Nominating Committee shall be composed of the immediate past

president of the Association as Chairman and four members-at-large of the Association appointed by the President of the Association. The four members-at-large should represent separate geographical areas of the state and their appointment shall be ratified by the Board.

c. The Nominating Committee shall review the qualifications of persons eligible

to serve as officers, shall prepare a slate of names for the offices to be filled, shall file these names with the Secretary/Treasurer of the Association not less than 90 days prior to the date of the annual meeting, and shall place all qualified names in nomination at the first business session of the annual meeting.

d. The committee shall place in nomination a minimum of one name for each

office to be filled. An attempt shall be made to have the officers of the Association representative of separate geographical areas of the state.

e. The powers of the committee shall terminate with the adjournment of the

annual meeting.

Section 3. Finance Committee a. There shall be a Finance Committee whose duty shall be to prepare the annual

budget for the Board, to establish and confirm a strategic business plan which supports the Association’s strategic plan for the Board, and to recommend fiscal policies for adoption by the Association.


b. The committee shall consist of four members who are serving or have served

as a State Director or who have held office in the Association, appointed by the President with the Board approval, to serve three years staggered terms. The First Vice President/President-elect shall automatically serve as Chairperson. The Secretary/Treasurer shall serve as a non-voting ex officio member.

c. The annual budget for the upcoming fiscal year shall be presented in draft for

the Executive Committee and Board meeting at the last Board meeting of the year.

d. The final recommended budget shall be prepared for Board approval at the

first meeting of the Board in the new fiscal year. e. The committee shall provide for long-range fiscal planning for the Association

and recommend policies related to funding investments, travel, expense accounts, control of service projects, supplemental income, and other financial matters which will enhance the Association’s financial stability and accrue benefits to the members and the total profession, present and future.

Section 4. Council of Past Presidents a. There shall be a Council of Past Presidents consisting of all past presidents of

the Association. b. The Council of Past Presidents shall meet when called by the President. c. The Council shall give advice and counsel to the President and shall perform

such particular duties related to the Association or the profession best done by a prestigious group as the President requests and the Council agrees to perform.

Section 5. Other Standing Committees There shall be established by the Association President, with concurrence of the Board, sufficient standing committees to carry out the business of the Association. Specifically, committees shall be established under the jurisdiction of each Vice President.


Section 6. Codes and Standards Technical Advisory Council

a. There shall be a Codes and Standards Technical Advisory Council (C-STAC).

b. The Council will review and evaluate proposed changes to building codes and standards, and provide recommendations to the AIA Florida Board of Directors and standing Board Committees of the Board on policy and strategy related to the same.

c. C-STAC shall consist of both members and other subject matter experts, but shall always be chaired by an AIA Florida architect member and consist of a three-fifths majority of AIA Florida architect members.

d. Meetings shall be called by the Chair with the consent of President

Section 7. Operations a. The Secretary/Treasurer shall notify the chairmen and members of the various

committees of the names and addresses of their respective committee members and their various assignments.

b. The President shall be an ex officio member of all committees, and the

Secretary/Treasurer may act as Secretary for the committee if so selected by the committee.

c. Committees have the right to request and receive all information and records

in possession of the Association and necessary to discharge the duties assigned them.

d. The majority of members of a committee shall constitute a quorum. Findings,

recommendations, and actions of a committee shall be made according to the concurring vote of the majority of members present at a committee meeting.

e. No committee nor any member or chairman thereof shall incur financial

obligations unless funds are available in its appropriation and it is authorized to do so by the Board. No committee nor any member or chairman shall commit the Association orally or otherwise on any matter unless specifically authorized to do so by the Board.


f. When their time expires, committee chairmen and members shall transmit to their successors all information and records necessary to continue the work of the committees.

ARTICLE IXVIII. FINANCIAL

Section 1. Fiscal Year The fiscal year of this Association shall be the calendar year.

Section 2. Member Dues a. Annual dues equal to pro-rata share required to defray expenses of the

Association for the ensuing fiscal year shall be recommended by the Board and determined and fixed by the annual meeting.

b. Each member shall contribute annual dues in an amount determined by the

annual meeting. c. Obligation to Report on and Liability for Payment on Firm Dues:

1) Reporting: In addition to the requirement that each architect member pay member dues, also required, on a report form provided by the Association, as to whether or not there is an obligation to pay firm dues. Failure to report may result in the termination of membership.

2) Payment: If a member has an obligation to pay firm dues, then such dues shall be paid by the member or by another on behalf of the member. Failure to do so will result in the termination of membership. 3) Obligation to pay Firm Dues:

(a) A member representing a firm will be required to pay firm dues on a date to be established by the Executive CommitteeBoard and as required by the Rules of the Board.


(b) For the purpose of this dues structure, the following definitions apply:

Firm - Any entity offering architectural and/or architecturally related services, regardless of ownership, in which an architect member of this Association is employed. This would include, but is not limited to, sole proprietorship, partnership, professional associations, corporations, development-type firms, chartered groups, or other type of organizations. Not included would be government organizations.

d. Member Emeritus: Members who have been granted Emeritus status are not

required to pay regular or firm dues. Such persons may receive Association mailings for the payment of a charge established in the Rules of the Board.

Section 3. Termination of Membership for Non-Payment of Dues a. Default

1) Member Dues of every member for the current calendar year are due and payable on or before January 15 of each year.

2) Every member who has not paid in full Member Dues owed for the current year shall be considered in default and terminated upon the Institute’s determination.

Section 4. Remissions of Fees and Dues a. The Secretary/Treasurer in consultation with the Association EVP and

Institute Secretary in exceptional instances and for what is deemed adequate cause, may remit the admission fee to AIA membership or the dues to be paid by any member of the Association, in whole or in part.

b. The Secretary/Treasurer may waive from year to year the annual dues of any

member of the Association who is actively engaged in the military, naval, aviation or maritime service of the United States of America and for a period of six months after the return to civilian life.


Section 5. The Secretary/Treasurer is authorized to resolve questions relating to the applicability and calculations of dues.

Section 6. Contributions The Board at any regular meeting by a concurring vote of two-thirds of the members present, or at any special meeting called thereof, may authorize the raising of, and thereupon raise money by, voluntary contributions from its members in addition to annual dues for any designated special purpose consistent with the objectives of the Association and prescribe the manner in which such contributions shall be collected. Non-payment of contributions shall not abridge, suspend, or terminate the privileges and rights of any member.

Section 7. Funds and Securities a. All money received by the Association shall be promptly deposited in their

original form in a depository approved by the Board. b. Every disbursement of money, in excess of $5,000, shall be by check of the

Association signed by the EVP and countersigned by the Secretary/Treasurer or any officer designated by the Board.

c. The Secretary/Treasurer shall establish petty cash accounts as authorized by

the Board. These funds shall be disbursed for the usual petty cash purposes by the person named in the Board’s authorization of the account. Statements of expenditures shall be duly recorded and the expenditures approved by the Secretary/Treasurer before the account is replenished.

d. Reserve or funds in excess of required operating funds shall be deposited by

the Secretary/Treasurer in an interest-bearing depository approved by the Board. When authorized by the Board, such funds may be invested in short-term government or municipal bonds or equivalent securities.

Section 8. Annual Budget a. The Board shall adopt an annual budget at its first meeting each year by a

concurring vote of not less than two-thirds of its membership present. The


budget shall show in detail the anticipated income and expenditures of the Association for the fiscal year.

b. Unless authorized and directed to do so at an annual meeting or special

meeting of the Association, the Board shall not adopt any budget, make any appropriations, or authorize any expenditure, or in any way obligate or incur obligation for the Association which, in the aggregate of any fiscal year, exceeds the estimated income of the Association for such year.

ARTICLE IX. AMENDMENTS

Section 1. Amendments Made by Meetings of the Association The Articles of Incorporation and Bylaws of the Association may be amended at any annual meeting of the Association provided: a. Notice of proposed amendment(s) is sent to each member not less than 30

days prior to the date of the meeting at which the proposed amendment is to be voted on. A copy of the proposed amendment shall be posted to the website or other electronic site for review or a written copy shall be provided upon member request.

b. Voting shall be by roll call only and shall require the concurring vote of not

less than two-thirds of the total delegate votes present at the meeting. c. Every resolution or motion of this Association amending its Articles of

Incorporation or Bylaws shall state that it will become effective only if and when it is approved by the Institute.

d. Immediately following adoption of such resolution or motion, the

Secretary/Treasurer shall submit a copy of the amendment and the resolution to the Secretary of the Institute requesting Institute approval. Upon receipt of such approval, the Secretary/Treasurer shall enter the amendment and record its approval in the proper place in the documents with the date of the amendment and its approval.


Section 2. Amendments Made by the Board The Board, unless the statutes forbid, may amend any provision of these Bylaws as may be necessary to conform to Institute Bylaws or applicable laws when the Association fails to enact amendments made by the Institute. Each amendment made by the Institute shall have the same force and effect as if made by the Association and shall be effective immediately on receipt of the notice of the Secretary of the Institute containing the amendment. The Secretary/Treasurer shall enter such amendment in the proper place in these Bylaws and notify the Components of the change.

Section 3. Title and Numbering The Secretary/Treasurer may rearrange, re-title, renumber, or correct obvious errors in the various articles, sections, and paragraphs of these Bylaws as becomes necessary.

ARTICLE XI. RESPONSIBILITY The Association shall not be responsible for any vote or statement of its officers or members nor be pledged or bound in any manner except by the approval of the Board in conformity with these Bylaws. There being no further business, the meeting was adjourned.

_______________________________ ______________________________ Attest: Andrew M. Hayes, AIA Witness: Nati Soto, FAIA President, AIA Florida Secretary/Treasurer, AIA Florida


MEMBERSHIP REPORT INDIVIDUAL MEMBERS As of 7/6 /2015, AIA Florida total individual membership stood at 3,237. This includes 2,166 Registered Architects, 659 Associates and 412 Emeritus members. This is an overall decrease of 115 members since the report presented at the January meeting. Membership Upgrades Since 1/1/2015, 16 members have upgraded from Assoc. AIA to AIA status, and two members have changed from AIA to AIA Emeritus status.

Component RG Architect Associate Emeritus Total AIA Fort Lauderdale 111 48 22 181 AIA Gainesville 47 10 12 69 AIA Gulf Coast 77 38 38 153 AIA Jacksonville 197 47 43 287 AIA Miami 420 212 75 707 AIA Northwest 89 13 8 110 AIA Orlando 430 105 53 588 AIA Palm Beach 184 36 42 262 AIA Southwest 99 22 27 148 AIA Space Coast 40 12 7 59 AIA Tallahassee 55 17 20 92 AIA Tampa Bay 371 95 47 513 AIA Treasure Coast 46 4 18 68 TOTALS 2,166 659 412 3,237


MARKET SHARE Currently, BOAID reports 9,872 (this is a decrease of 837 architects since the renewal cycle ended) active licenses to practice architecture in the state of Florida. Of those, 4,995 (this is a decrease of 266 since the renewal cycle ended) license holders list Florida as their primary address. Since the January board report, AIA Florida’s market share of Florida-based architects has increased by 3.44 percent. Nonmember lists (lead lists) are updated on a quarterly basis and are made available to components via our website. Notices of updates are sent out via the Component Newsflash.

Component Licensed AIA Members Market % Fort Lauderdale 453 133 29% Gainesville 138 59 43% Gulf Coast 210 115 55% Jacksonville 382 240 63% Miami 1203 495 41% Northwest 219 97 44% Orlando 751 483 64% Palm Beach 446 226 51% Southwest 219 126 58% Space Coast 76 47 62% Tallahassee 155 75 48% Tampa Bay 749 188 56% Treasure Coast 104 64 62% TOTALS 5,105 2,578 50.50%

50% or greater market share Less than 49% market share

Market share greater than 60%


1st Quarter 2nd Quarter3rd Quarter 4th Quarter2011 3,298 3,342 2,984 3,0512012 3,130 3,255 2,860 3,0982013 3,204 3,256 3,059 3,1422014 3,234 3,301 3,120 3,2262015 3,352 3,434 3,237

AIA Florida Membership Historical Comparison


FIRM MEMBERSHIP As of 07/06/2015, we have 248 firm members paid through the 2015/2016 membership year. ALLIED MEMBERSHIP As of 07/06/2015, the total number of Allied members for the 2015 member year is 85.

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter2012 -5% -3% -4% 2%2013 2% 0% 7% 1%2014 1% 1% 2% 3%2015 4% 4% 4%

AIA Florida Membership Growth


April 21, 2015

Sent via Email

Vicki L. Long, CAE, Hon. AIA,

Executive Vice President

AIA Florida

104 East Jefferson Street

Tallahassee, FL 32301

Dear Vicki:

Congratulations on your selection as a 2015 grant recipient for the AIA Florida program!

Your component program, The Jacob Leadership Institute, has been selected as a grant award winner

for the 2015 AIA Trust Component Grants Program, made possible by Victor O. Schinnerer &

Company, Inc., and the CNA Insurance Company. Your program was selected from among some very

competitive proposals.

Your component program will receive a total grant award in the amount of $3,000. Per the grant

guidelines, you will receive payment of your grant in two parts. Two-thirds will be sent to you within

the next 30 days under separate cover; the final one-third will be sent to you upon receipt of the final

project report, detailing your program implementation and achievements, which must be received COB

Friday, December 4, 2015. Components receiving grant awards will be recognized during the 2015 AIA

National Convention in Atlanta during the CACE luncheon on Friday, May 15th.

The grant guidelines explain appropriate sponsor acknowledgment of the program, sponsored by Victor

O. Schinnerer & Company, Inc., the CNA Insurance Companies, and The AIA Trust, providers of the

AIA Trust Professional Liability Insurance Program. Please be sure this acknowledgement is included in

all of your program materials.

Please encourage your members to utilize AIA Trust benefit programs and the many free risk

management resources that the AIA Trust now offers all found on the AIA Trust website. Check our

web site frequently for new programs & resources, including details on future grants programs.

Thank you so much for participating in the 2015 AIA Trust-CNA/Schinnerer Component Grants

Program. We look forward to hearing of your program’s success and receiving your final report.

Best regards,

Ann P. Casso Jeanine Almon

Executive Director, AIA Trust Vice President

Victor O. Schinnerer & Company, Inc.


http://www.theaiatrust.com/

1735 New York Avenue, NW

Washington, DC 20006-5292

Information Central: 800-242-3837

May 7, 2015

AIA Florida

Vicki Long, CAE, Hon. AIA

104 E. Jefferson Street

Tallahassee, FL 32301

Dear Vicki Long:

I am pleased to inform you that your application for funding in the AIA Member

Service Alignment Pilot Program Fund has been approved. The Member Service

Resource Task Force agreed that AIA Florida will receive a grant award of $15,000

for its proposal, “Core Member Services – Uniting Diversity in Florida”

We will send AIA Florida the initial 50% installment of $7,500 via electronic bank

transfer directly to your account within 5 days from the receipt of this letter.

Payment for the remaining grant funding of $7,500 will be made electronically

after your final report has been received, consisting of results of the effort,

opportunities that came about because of the program, any special challenges and

any observations you wish to add. Your final report is due by November 15, 2015.

By applying and accepting this grant, AIA Florida is entrusted to use the funds in a

manner consistent with the submitted proposal, by adhering to the following

guidelines:

Alert AIA National to any material deviations in the scope or

implementation of the project.

Share materials developed in connection with the alignment project that

can be used to facilitate replication by other AIA Components.

Provide an accurate, well-written program summary report, to be used by

AIA National and AIA Components to replicate your program, as well as for


public relations and communications related to your program. A template

for your report will be provided to you soon.

Respond to reasonable requests for additional information that may be of

interest to AIA National and AIA Components.

Provide a copyright permission form, signed by all participating members

and other team members that entitles you and AIA National to use their

work as necessary to implement the program now and as replicated by

other AIA Components in the future.

Please email all materials to Meredith Fender, using the subject line

“Member Service Alignment Grant Requirements” at

[email protected].

If you have questions about the Member Service Alignment Pilot Program, please

contact me at [email protected] or 202-626-7373.

Again, thank you very much for your participation in this important alignment

initiative. We wish you great success and look forward to highlighting the results of

your innovative efforts to serve members.

Sincerely,

Paula D. Clements, Hon. AIA, CAE

Managing Director, Component Collaboration & Resources


mailto:[email protected]

The Florida Association of the American Institute of Architects

104 East Jefferson Street ● Tallahassee, FL 32301 ● 850.222.7590 ● 850.224.8048 (fax) ● www.aiafla.org

June 3, 2015

Stephen Baumal URS Corporation Executive Program Manager, Program Management Services The School Board of Broward County 600 SE 3rd Ave Fort Lauderdale, FL 33301

Dear Mr. Baumal,

On behalf of AIA Florida I want to thank you for the opportunity to review the proposed Professional Services Agreement (PSA) for the School Board of Broward County. We understand that this agreement is to be utilized in contracting for Design Services with various architectural firms that are to provide architectural design services for projects within the Broward County School District.

AIA Florida is a professional association composed of Florida architect, associate and emeritus members of the American Institute of Architects (AIA) and is not authorized to provide legal counseling or develop contractual agreements for its members with potential clients. However, as the advocacy arm of the profession, we would like to share our general concerns found in several sections of the PSA. These comments should not be construed as providing any legal opinions or recommendations nor do they represent an all-encompassing commentary on the PSA; these sections were simply the most concerning to the review committee. Part 1 appears to create a fiduciary relationship and section 1.1.5 appears to raise the standard

of care beyond any reasonable or insurable level. We would advise you seek out a review by professional liability providers to provide comment and recommendations as to the level of services and contractual standard of care.

Parts 3 and 4 are problematic in setting up undefined (3) and impossible (4) expectations. Part 5 appears to require a design professional to indemnify the owner against the owner’s own

negligence. Also, Article 8, references ownership of documents and appears to hold design professionals liable for the reuse of documents on subsequent non-prototypical projects in which the design professional is not involved. Again, this entire part should be reviewed by professional liability providers for commentary on insurability based on usual and customary national standards.

I have proactively reached out to national carriers for a further review of the PSA on your behalf. A synopsis of the commentary is attached. As I’m sure you will agree, it is in the best interest of Broward County School Board to contract with both fully insured design professionals using insurable agreements.

As you know, the AIA has provided documents for the construction industry for over 100 years and those documents have been used successfully on thousands of projects nationwide. The AIA Documents are an industry standard and include Owner- Architect Agreements, Owner–Contractor Agreements, the General Conditions of the Construction Contract among many others which are used by our members throughout the nation.

We thank you for this opportunity and hopefully this will assist you in your work to develop a fair and balanced agreement for the District and its design professionals.

Most respectfully, Andrew M. Hayes, AIA President AIA Florida 2015


http://www.aiafla.org/

In the DEFINITIONS section in 28 the Project Manual is a defined term that includes other capitalized terms that are not defined in the contract. It refers to Contract Documents but does not use the defined term Construction Contract Documents and it uses Design Documents as a defined term but Design Documents is not otherwise identified. If the public entity intends Design Documents to be the defined term Construction Documents it should use that language. Confusion in defined terms (rather than reliance on accepted terms) causes ambiguity and increases the probability that there will be a claim of breach of contract.

And note in the DEFINITIONS under 33 that “All submittals to be reviewed by the Design Professional.” I know of few design professional who have the capability of review the language of material warranties (that is the provision of a legal opinion) or maintenance agreements, or certifications not otherwise within the scope of services. In addition, the client should be paying a significantly higher professional service fee if a submittal that states field measurements have to be reviewed. Submittals that should be reviewed by the design professional are those communication that are meant to show the client and the client’s design professional that the constructor understands the Contract Documents and has an appropriate method of carrying out its contractual obligations. To put the design professional in charge of reviewing legal documents and other instruments required to be submitted to the client through the design professional that go beyond the design professional’s expertise is depriving the taxpayers the benefit of a proper review.

For some reason the client also threw in the sentence “A Certificate of Occupancy is a prerequisite to obtaining Substantial Completion” yet the contract does not seem to state the design professional’s role in declaring Substantial Completion or obtaining the Certificate of Occupancy. Contracts are supposed to be about the exchange of rights and responsibilities.

But perhaps the greatest risk to both the client and design professionals who provide services to the client is the establishment in 1.1.1. of a fiduciary relationship. This creates both a service gap for the design professional and a tremendous business risk in that acting as a client’s fiduciary is never insured through any professional liability insurance policy provide to architects or other design professionals. The relationship between a licensed design professional and a client may in certain factual contexts give rise to a fiduciary responsibility such as if the design professional is providing financial or investment advice to the client or has the unlimited power to commit the financial resources of the client. However, the licensing laws and codes of ethics for design professionals do not establish a fiduciary duty on the design professional and courts, in the absence of contractual commitments to being a fiduciary, have not held that the normal scope of services and control of the client’s assets by a design professional rise to the level of fiduciary responsibility. No court has determined that the relationship of a design professional as a consultant to the client during the design stage or as an agent for the client during construction contract administration rises to the level of extreme loyalty such as is necessary when the agent controls the financial operations of the principal. Part of this, of course, is simply that the design professional has a very limited form of agency in representing the interests of the client and part of this would seem to be tied to the registration law obligation of putting the interests of public health and safety above the personal interests of a client. By putting a separately negotiated fiduciary duty in this contract, even if that duty is not clearly


coverage. But the coverage is based on professional services and not contractual commitments.

A policyholder can assume a contractual obligation that exceeds the scope of professional liability insurance coverage – doing so does not reduce the coverage in any way – but such a contractual commitment does not increase the coverage in any way. The coverage is independent of the contract. There is no magic to reviewing whether the contractual risks assigned in an indemnity provision are within the scope of professional liability insurance coverage. From a professional liability coverage perspective, the policy will, on behalf of the consultant, indemnify the client, from and against losses, damages, and judgments arising from claims by third parties, including reasonable attorneys’ fees and expenses recoverable under applicable law, but only to the extent they are found to be caused by a negligent act, error, or omission of the policyholder or the policyholder’s sub-consultants in the performance of services under the agreement with the client. It will not pay for any harm caused by the client of the policyholder.

In addition, the defense provided by every professional liability policy of which I am aware is provided only to the insured for allegations that the insured caused harm because of its failure to meet the standard of care for the services performed. While the costs of another party defending itself against an allegation of harm caused by a design firm's negligence can be pursued as damages once that negligence is determined, this provision goes far beyond that because it is meant to cover cost and risk shifting in situations other than professional liability but does not modify that obligation to track with the limit of insurance coverage provided to professional service firms.. Many public client bifurcate contractual indemnity provisions so that they track with available insurance coverage. For other forms of negligence, the provision would include a defense obligation but for allegations by third parties of harm that might have been caused in whole or in part by the negligently performed professional services of the client’s design professional, the provision would only address indemnity of actual harm including costs, losses or damages to the client as well as to the third party.

So while the coverage from a professional liability perspective is quite clear, the business risks involved in accepting such a contractual indemnity obligation – especially one with the shifting of defense costs – is not. As with any attempt to shift risk in any direction there should be a business analysis of both the possibility and probability of a cost or loss occurring as well as an analysis of the severity of the cost or loss.

Florida architects should be aware that as written the contractual defense and indemnity provision exceeds what is available in the professional liability insurance marketplace. If they plan to work with this client, they should be setting up (and funding through additional charges for their services) a risk-funding allowance to cover the up-front defense costs being shifted to them even in situations where they have no professional liability.

I have already informed you that the contractual defense and indemnity professional in 5.2.1.A. goes far beyond what is reasonable and certainly far beyond what is insurable by any professional liability insurance policy. Contractual indemnity obligations are meant to confirm or shift the liability of the parties for many types of exposures. Nothing in a contractual


evidenced through an all-embracing scope of services for the client, the fiduciary relationship will be immediately identified as an assumed contractual obligation and excluded from professional liability insurance coverage. Professional liability insurance coverage exists to pay on behalf of the policyholder for those costs, losses and damages resulting to others to the extent they are caused by the failure of the policyholder to meet the standard of care for the professional services provided and since a fiduciary obligation is not basic to the standard of care applicable to architects, engineers, landscape architects, surveyors or others providing the normal design and construction contract administration professional services on construction projects, there would be no coverage for the assumed fiduciary obligation.

Note in 3.2.2.1 that the services of the design professional extend “through completion of the warranty period” without any definition of what establishes that period. If this is supposed to refer to the standard general conditions of the construction contract, that time period should be stated. If the client uses a short warranty period instead of the standard one-year correction period, the design professional should be made aware at the time it commits to the contract the length of time the services are to be provided. As stated this could refer to the applicable statute of repose for the construction work or even the warranty period or periods of various components of the design project.

In 4.1.7 it is the duty of the design professional to take “responsibility of verification of any and all reports furnished by the Owner.” This essentially means that the design professional has to independently perform all the tests and other services since no design professional has the ability to confirm the truth of the information provided to the design professional without this duplication. A design firm should be entitled to rely upon information provided by owner including the technical sufficiency and timely delivery of documents and services furnished by the owner’s other consultants. There is a major difference between a design professional’s review of information provided by the owner – the design professional must meet the standard of care in its review – and the verification of any information provided by the owner or the computations, analyses, reports or designs provided by the owner’s other consultants.

PART 5 – ARTICLE 2 – Liability. The defense and indemnity obligation covers many transfers of risk in additional to situations involving a third-party claims alleging harm from the performance of professional services. The provision, which appears to be applicable to both situations involving allegations of negligently performed professional services as well as negligence in the performance of a professional service firm’s business operations, would cause a significant uninsured exposure for professionals who should, therefore, charge for the uninsurable assumption of the risk of the defense obligation.

Contractual indemnity obligations, like all contractual obligations, are excluded from professional liability coverage although if the underlying "trigger" for the contractual obligation is a firm’s duty to perform professional services in a competent manner, the underlying failure to do so is covered. Professional liability insurance pays on behalf of the policyholder above the policyholder's deductible obligation for those costs, losses and damages caused by the policyholder's failure to meet the standard of care for the services provided. This is very broad


indemnification provision will either enlarge or decrease the coverage of a professional liability policy. If a policyholder agrees to indemnify and hold the client harmless from damages, costs and losses arising out of personal injury or death and property damage caused by the policyholder’s negligent acts, errors or omissions in performing and furnishing services to the extent and in proportion to the policyholder’s comparative degree of fault, the indemnification obligation tracks with the scope of the professional liability insurance coverage. If the obligation addresses other risks, commits the design professional to defending the client, or extends beyond the proportion of policyholder’s negligence, that part of the indemnification obligation is not within the coverage. In most situations involving harm to a third party related to the firm's performance of professional services, the professional liability policy would respond if the actual cost, loss or damage was the result of the firm's failure to meet the standard of care for its services. However, no professional liability insurance carrier will assume the defense of an indemnitee based solely upon allegations of professional negligence in the services provided by the indemnitor. Those allegations must be proven before the carrier will cover the defense costs through an indemnification agreement. In the CNA program the limited exceptions to this usually are in instances such as when it is determined to be in the best interests of the policyholder to create a joint defense agreement to defend the client in order to maintain control the defense, to strategically present a united defense, or lastly, to defend both the policyholder and the client because there is an unequivocal case of liability against the policyholder.

Please be aware that the insurance provisions in PART 5 – ARTICLE 3 will create some problems with professional liability insurers. In 5.3.4 notice by the insurer is required if there is a “reduction in the policies’ coverage.” Most professional liability insurance carriers provide an automatic advance notice of cancellation or non-renewal and many will provide such notice in excess of what is required by the state if cancellation is for non-payment. In most cases a reduction in a professional liability insurance policy’s limits by endorsement to the policy is available but only if the design professional’s broker requests the additional notice. Also note under 5.3.7 that with a professional liability insurance policy, there is no other “valid and collectable coverages maintained by the owner” so the professional liability policy will never carry such an endorsement. And I doubt if any professional liability carrier will meet the endorsement requirement of 5.3.10 since it is the policyholder and not the policyholder’s client that triggers the application of coverage.

Your members – and the prospective client of your members – should also be aware that the indemnity in 5.8.4.6 probably is not covered by professional liability insurance policies since infringement is often considered a business risk. The CNA policy treats the infringement of intellectual property rights in the same way as any other action by the policyholder. If the infringement is the result of the insured’s negligent performance of professional service, the allegation against the policyholder would be defended and if the party with rights to the intellectual property, the client, or others are harmed because of the policyholder’s negligently performed services, the policy would pay damages for which the policyholder is liable. Many insurers do not go this far because in almost every case, the infringement is not the result of negligence. It is not unreasonable for a client to expect a design professional to both defend and indemnify it since the infringement is usually solely the result of the design professional’s


action but as with many business activities of design professionals, the action might not be tied to negligence in the performance of professional services.


From: Baumal, StephenTo: Vicki LongCc: Becky Wilson Magdaleno; Tom MilnerSubject: RE: Response to PSADate: Friday, June 05, 2015 3:55:54 PM

Vicki, thank you for the thorough review and will take your points under seriousconsideration.Upon the PSA being finalized we will provide you with a copy.

Steve Stephen (Steve) BaumalURS CorporationDirect Line 754.321.1537Cell [email protected] Program Manager Program Management Services The School Board of Broward CountyAECOM & URS have joined together as one company

From: Vicki Long [[email protected]]Sent: Friday, June 05, 2015 1:09 PMTo: Baumal, StephenCc: Becky Wilson MagdalenoSubject: Response to PSA

Mr. Baumal,Attached please find the AIA Florida response from 2015 President, Andrew Hayes, AIA. Thank youfor the opportunity to provide input. Vicki Long, Hon. AIA EVP CEOAIA Florida104 East Jefferson StreetTallahassee, FL 32301 850-222-7590850-519-1584

Save the Date! AIA Florida’s Annual Convention and Tradeshow – July 30 - August 2, 2015 at the BocaRaton Resort & Club







Excerpt FCA 2009

On the regulatory front, in a stunning display of bureaucratic overreaching, the Florida Building Commission (FBC) staff and leadership forced approval of a near 20 year-old so-called “glitch” to amend the Florida Building Code. In so doing, rule drafting for 9B-3.047, was approved and gives interior designers authority to sign and seal construction documents for permitting and adds them to the list of “design professionals” recognized in the code. FBC legal staff and leadership admitted to striking an agreement with interior designers’ legal counsel in December 2008 to approve the amendment thereby binding the current Commission to voting in favor of the amendment. The quid pro quo agreement stemmed from a lawsuit threatened by the IDs’ lawyer over an FBC rule requiring 75 percent approval of issues brought to the board.

According to FBC December 2008 minutes, the agreement to adopt the rule was the result of settlement negotiations in two cases filed by the IDAF and Shelly Siegel. IDAF alleged that the Commission’s 75 percent supermajority voting requirement for amendments to the building code was an un-adopted rule and that a previous proposal to include interior designers in the building code failed because it received a majority vote, but not a supermajority vote. The Commission agreed to settle the pending rule challenges with IDAF by voting that the interior designers’ omission from the Code was a “glitch” and assuring that the Commission would approve the rule change at a future meeting.

Jernigan testified and provided background on Chapter 481, FS prohibitions stating, “Interior design specifically excludes the design of or the responsibility for architectural and engineering work, except for specification of fixtures and their location within interior spaces... Interior design documents prepared by a registered interior designer shall contain a statement that the document is not an architectural or engineering study, drawing, specification, or design and is not to be used for construction of any load-bearing columns, load-bearing framing or walls of structures, or issuance of any building permit.…It is the clear intent with Chapters 481 and 553 of the Florida Statutes that only architects and engineers are educated and trained to deal with the health, safety and welfare of our citizens and therefore are the only design professionals qualified to submit documents for building permits.”

Amy Schrader, legal counsel for AIA Florida Gray Robinson Law Firm, shared case law with the Commission showing that the December agreement was outside its authority. According to Schrader, “One thing an agency cannot negotiate away is the right of a substantially affected party to meaningfully participate in the rulemaking process...while the Building Commission could agree to propose the rule amendment suggested by the interior designers, the Commission cannot legally agree to vote in favor of adopting any particular rule as a means to settling litigation….The AIA (Florida)… contends that the amendment proposed by the interior designers is both inconsistent with the Building Code itself, in that interior designers are not permitted nor required to submit building plans for those construction items


covered under the Code, and also that inclusion of interior designers in the Code would only serve to confuse those persons charged with approval of construction plans and Code enforcement.

The Building Commission, thus must vote to approve or reject the proposed interior designer amendment on its merits, taking into account all comments and information provided by parties who are substantially interested in the rulemaking. A vote to approve the proposed amendment based on adherence to a settlement agreement would do nothing more than open the rule to additional administrative challenges.”

Members of the Building Officials Association of Florida, the Interior Design Protection Council, the National Kitchen & Bath Association, and the Florida Home Builders Association all voiced their conceptual agreement with the AIA Florida position. However, members of the Commission finally agreed to approve the amendment adding IDs to the code in order to avoid a delay in updating the 2007 Florida Building Code. Although many members were clearly against the proposal but after lengthy debate, three votes and a virtual stalemate, Commissioners acquiesced to leadership's insistence for approval of the measure-even though some members of the Commission did so with noses held firmly between their fingers.

Commissioner Dale T. Greiner of the Lake County Building Department stated,” I will be the first to admit that I'm not sure we should have voted for this settlement in December.”

At the June FBC meeting, rule 9B-3.047 was scheduled for a Rule Adoption Hearing – the final step before the Code is changed. AIA Florida leadership was again on hand to testify to the Commission to reject this change. In the final minutes, an amendment was adopted to remove all professions currently listed and to accept the language from the 2009 ICC. The language states that, “the construction documents shall be prepared by a design professional where required by the statutes of the jurisdiction in which the project is to be constructed.” AIA Florida and IDAF agreed to add Florida specific language that will denote Chapters 481 and 471, FS, that regulate architects, interior designers, landscape architects and engineers.


AIA Florida Board of Directors and Annual Meeting Thursday, July 17, 2014

Trump National Doral Resort, Miami, FL

Minutes

The meeting, having been duly noticed was called to order. The following members were in attendance: The following members were in attendance: President Nathan Butler, AIA, Past President Dan Kirby, AIA, AICP, LEED AP, President Elect Andrew M. Hayes, AIA Secretary/Treasurer Martin Diaz-Yabor, FAIA, Vice Presidents Melody Bishop, AIA, Joe Garcia, AIA, Joyce Owens, AIA, RIBA, J.J. Scott, AIA, Associate Director at Large, Jordan Yee, AIA. Directors in attendance were Jason Alread, AIA, W. Scott Anderson, AIA, Jim Anstis, FAIA, Greg Burke, AIA, Virgil Campaneria, AIA, Leon Cases, AIA, Charlie Clary, FAIA, Tom Cooper, AIA Emeritus, Jorge Cruz, P.E., Esq., Miguel Del Rio, AIA, Jodie Dodson, AIA, David Godwin, AIA, Ron Haase, FAIA, Kim Headland, AIA, David Hugglestone, AIA, Tom Hurst, AIA, Steve Jernigan, FAIA, Tony Lamell, AIA, Victor Latavish, AIA, Jerel McCants, AIA, Sherryl Muriente, Assoc. AIA, Ronok Nichols, AIA, Amy Nowacki, AIA, Stephen Panzarino, AIA, Igancio Reyes, AIA, Alejandro Silva, AIA, Lourdes Solera, FAIA, Holly Stenger, AIA, Mick Stuebben, AIA, Rebecca Talbert, AIA, Karen Warseck, AIA, Don Whitehead and Hank Wolf, AIA. Florida Foundation of Architecture Chair Bill Hercules, AIA was also in attendance. Also in attendance were AIA Florida General Counsel J. Michael Huey, Hon. AIA and AIA Florida staff members Vicki Long, CAE, Hon. AIA FL and Becky Wilson, CAE. The president asked board members to review the agenda for any potential conflicts of interest. None were noted. The president read the anti-trust statement in its entirety. The 2014 Convention sponsors were recognized and thanked for their support of the Association. Members in attendance were encouraged to download AIA Florida’s mobile application for use during convention.

Consent Agenda The board was provided with copies of the April 11, 2014 minutes as well as the minutes of the Executive Meetings from April 10, 2014 and June 18, 2014. Additionally the board was provided with a financial report as of May 31, 2014 and a membership report as of July 1, 2014. A report from an SDAT held in Lee County was also included. It was moved and seconded to accept the consent agenda. Upon vote, the motion was adopted unanimously. Tellers Committee It was moved and seconded to approve the Tellers Committee of Chair Andrew M. Hayes, AIA, Chung Rutter, AIA, Holly Stenger, AIA and Bradley Walters, AIA. Upon vote, the motion was adopted unanimously. Public Member of the Board


The Board of Directors was presented with one candidate, Dr. Dawn Emerick, for the Public Member of the Board. Upon discussion, it was moved and seconded to declare the election of the Public Member of the Board by acclimation. Upon vote, the motion was adopted unanimously. Building Reserve Spending Policy The board was presented with policy language providing guidance on spending of the building reserve policy. The language is included here within:

Building Reserve Fund Policy

The Building Reserve Fund established as approved by the Board of Directors shall be managed in accordance with the Investment Policy. The intended purpose of the fund is to maintain funding for major repairs and improvements to the AIA Florida Headquarters building that are in excess of operationally budgeted maintenance and repairs. Based on the recommendations of the Building Reserve Maintenance Study conducted in 2013, the reserve will be funded annually with the amount indicated in the approved operating budget. Should such an expense arise, the Executive Vice President will submit a request to the Finance Committee Chair. The Finance Committee will convene to review at least two proposals for the work. The committee’s recommendation will be presented to the Board of Directors for approval.

It was moved and seconded to approve the building reserve fund spending policy. Upon vote, the motion was adopted unanimously. Annual Meeting The President convened the 2014 Annual Meeting of the Membership to run concurrently with the remainder of the Board meeting. The 2013 Annual Meeting Minutes were provided for informational purposes having been previously approved at the October 2013 Board of Directors Meeting. President/EVP Report The President and EVP reported on the significant events and activities of the association since the last annual meeting including the activities at the component level which include the continuation of monthly conference calls with component leadership as well as a monthly newsletter. It was also reported that AIA Florida has been providing association management services for about a year. The successes achieved through this pilot program were reviewed. The EVP introduced staff to the board and the President recognized the EVP’s receiving of the National Service Award from AIA. The President also recognized the AIA Northwest Florida President Kelly Wieczorek, AIA with a Presidential Citation for her work with the chapter.


It was also reported that Legislative Day was held during a committee week instead of during session resulting in more than 20 legislators attending the reception. The 2013 Citizen Architect class was also recognized on the floor of the Florida House of Representatives. The EVP reported that the association did not have the legislative battles of previous years but was able to work with allied industries to avoid the amending of the Consultants’ Competitive Negotiation (CCNA) statute. In addition to protecting the statute, letters to governmental entities in possible violation of CCNA continue to be sent. Continuing education courses meeting the license renewal requirements, including two hours of advanced Florida Building Code, continue to be produced and provided in person, online and via DVD. Component partnerships, including equitable revenue sharing, are also in development to be ready for delivery in the fall. The board was reminded that the deadline for completing required continuing education is December 31, 2014. The educational offerings geared toward emerging professionals including an ARE boot camp and roundtable discussions were reviewed. It was reported that registration for these events has exceeded anticipated rates. The committee responsible for planning the curriculum was recognized. It was also reported that the Associate Directors throughout the state are coordinating Park(ing) Day on September 19. A design competition featuring proposed parklet designs for Park(ing) Day was held with the winners to be announced at convention. A record attendance of 30 students at Legislative Day was reported as well as the bronze medals recipients awarded this semester. The President recognized the Director of Marketing and Membership, Lisa O’Donnall, with a presidential citation for her work with students and emerging professionals. The EVP announced that AIA Tallahassee was the winner of the lapsed member win back challenge and noted statewide renewal rate was 92.4%. The President reported that the People’s Choice Award was launched this year with the winner being announced at the Florida/Caribbean Design and Honor Awards. He said 558,000 votes had been received and the board was presented with media coverage of the program from around the state. The EVP demonstrated the changes to the AIA Florida website which had its redesign launched in June. It was also reported that a platform for components to integrate with the new design in being developed. The President recognized the EVP for her service to AIA at the national level on the executive committee and numerous committees. The EVP updated the board on the work of the Member Service Resource Funding Task Force which is developing an equitable distribution of $4 million to components to replace the obsolete contract document revenue sharing plan. The President reported that there are 434 attendees at this year’s convention with 76 first-time attendees. Attendance has surpassed the four out of the previous five conventions. There are 90 vendors and 21 sponsors, too. The board was reminded of the 2015 convention will be at the


Boca Resort and Club from July 30 through August 2 and the next board meeting will be on October 3 in San Juan, Puerto Rico. Financial Report The President-elect presented a financial report showing historical balances of the association for the previous eight years reflecting steady growth in the operating reserve account since the economic downturn of 2008. A comparison of income and expenses since 2007 was presented showing that almost all revenue goes back out to fund programming, member services and operation of the association. It was noted, AIA Florida’s largest source of income is dues revenue at 43% and according to the American Society of Association Executives, associations average about 40% of revenue from dues. Staff costs, he continued, including benefits and taxes, are the largest expense area with 46% with the average for associations of 51%.

In Memorium The President-elect provided a list in memorium for those who passed. A moment of silence was requesed in the memory of Ames Bennett, AIA, Edson E. Dailey, Jr. AIA, John H. Dean, AIA, T.H. Prindle, AIA, Charles M. Sappenfield, AIA, Ernest Straughn, III, AIA, Larry J. Winker and Douglas A. Zargham. General Counsel Report General Counsel reported that after years of attempting the pass fairness in liability legislation, the pursuit was successful in 2013 resulting in more of a defensive legislative posture for the 2014 session. Permanent alternate sources to replace the dwindling landline tax revenue that funds the Public Education Capital Outlay (PECO) are still to be identified. He advised that legislation was passed in 2014 allowing the Florida Building Commission to opine on the accessibility code including those codes inherited from the ADA. Also, that Public Private Partnership legislation will likely receive attention during the next legislative sessions with potential ramifications for design professionals. Lawmakers made several positive comments in regards to Legislative Day with specific attention to the student involvement. It was reported that counsel and staff continue to maintain relationships with state regulatory agencies and allied construction industries. Interim Annual Reports Written interim annual reports were provided in the board packets. Staff was directed to add them to the minutes as addendum. Fellows Report The Senior College of Fellows Representative reported that members of the College of Fellows continue to work with potential candidates for elevation locally. Board members were encouraged to reach out their local Fellows representative for assistance with submission as well as engaging them in chapter activities such as mentorship. Foundation Report The President of the Florida Foundation for Architecture reported that a new website was launched as well as sponsorship of People’s Choice Award. Trustees have codified the elements of other architectural foundations which include non-architect board members and


smaller boards. The data also revealed no direct relationship between the sizes of the endowment as compared to the operating account. The Foundation, he said, will focus on doing fewer things well, reducing the size of the board, bringing on more non-architect board members and widening the financial reach. He noted concentration will be on programs including Open House Florida which will tie directly to projects featured in the People’s Choice competition as well as engaged kindergarten through twelfth grade with an education program. FAPAC Report The FAPAC Chair said the board met earlier in the morning to develop a strategy for the remainder of the election year. It was reported that 48 firms contributed a total of $2,525 during the firm dues renewal process while 10 firms have given $2,350 through a solicitation effort conducted by FAPAC board members at a local level. Additionally, he said, 25 individuals have given $3,060 since the beginning of the year. Board members were presented with a comparison of contributions by local component. Multiple components responded with contributions to FAPAC. Jacksonville mayoral candidate, Bill Bishop, AIA, spoke about the importance of civic involvement and support of FAPAC. Report of the Credentials Committee The President-elect presented AIA Florida Delegates to the 2014 Annual Meeting and announced the polling hours.

Report of the Credentials Committee Based on Active AIA/Assoc/Emeritus Members as of June 17, 2014

Annual Meeting taking place July 17, 2014, Trump National Doral Resort, Miami

Number Active TOTAL Weighted Number of

Chapter AIA Assoc. Emeritus AIA/Assoc/Emeritus Vote Delegates

AIA Ft. Lauderdale 115 43 31 189 6 28 AIA Gainesville 52 8 14 74 2 12 AIA Florida Gulf Coast 75 25 38 138 4 21 AIA Jacksonville 197 41 43 281 9 41 AIA Miami 397 194 78 669 22 97 AIA Florida Northwest 84 20 9 113 4 17 AIA Orlando 416 93 51 560 18 81 AIA Palm Beach 177 25 44 246 8 36 AIA Florida Southwest 88 17 31 136 4 21 AIA Space Coast 36 10 6 52 2 9 AIA Tallahassee 55 14 21 90 3 14


AIA Tampa Bay 358 72 50 480 16 70 AIA Treasure Coast 42 6 20 68 2 11 TOTAL AIA FLORIDA 2092 568 436 3096 100 458

Report of the Nominating Committee The Chair of the nominating committee announced the slate of candidates as follows: President-Elect/First Vice President 2015 (one position available) Martin Diaz-Yabor, FAIA (Miami) Secretary/Treasurer 2015-2016 (one position available) Steve Panzarino, AIA (Gulf Coast) Nati Soto, AIA (Miami) Vice President 2015-2016 (two positions available) Greg Burke, AIA (Treasure Coast) Kim Headland, AIA (Tampa Bay) Rebecca Talbert, AIA (Orlando) Victoria Williams, AIA (Northwest) The chair of the Nominating Committee called for nominations from the floor. There were no nominations from the floor. It was moved and seconded to close the floor for nominations and to proceed with the slate of officers as presented. Upon vote, the motion was adopted unanimously. Presentations by the Candidates The candidates for vice presidents and secretary/treasurer provided three-minute presentations to the members of their qualifications and desire to serve. It was moved and seconded to elect the president-elect by acclimation. Upon vote, the motion was adopted unanimously. Resolutions from the Floor The President asked if members had any resolutions from the floor. None were received. New Business The past presidents of AIA Florida were invited forward to recognize the Director of Professional Development for her 18 years of service and to mark her retirement upon conclusion of convention. There being no further business, the meeting was adjourned.


_______________________________ _______________________________ Attest: Nathan Butler, AIA Witness: Martin Diaz-Yabor, FAIA President, AIA Florida Secretary/Treasurer, AIA Florida


Advocacy Committee Annual Report 2013-2014 Codes Advocacy Program The Codes and Standards Technical Advisory Council has been working this year with Brad Schiffer, AIA serving as chair. At the requested of AIA Codes Network, the council looked at proposed changes to the IgCC. Although not applicable to Florida, C-STAC submitted a letter to AIA encouraging a unified code. Legislative Affairs

The 2014 Legislative session did not see the “heavy lifts” of previous years. Allied design professional industries considered amending the Consultants’ Competitive Negotiation Act (CCNA) to change threshold amounts of continuing contracts as well as the title of the law. After a conference call, it was agreed to not attempt any amendments during the 2014 Legislative session. AIA Florida supported bills allowing the Florida Building Commission to opine on the accessibility code including those codes inherited from the ADA. The bills with this proposed legislation never made it out of the committee process prior to the end of session. However the language was amended to a germane bill during the waning days of session. Legislation lowering the population requirements to be considered a Dense Urban Land Area (DULA) was followed closely by AIA Florida. The bills were effectively dead prior to the end of session as they were not moved through the committee process. Legislative Day AIA Florida held its annual Legislative Day in January during a committee week. This allowed for more time with legislators as they were not distracted by the hectic schedule of session. Members spoke with lawmakers about how architects can serve as community resources. This year’s poster featured Thomas Jefferson, the first citizen architect, and his Monticello. The 2013 class of Citizen Architects were presented their pins and certificates on the floor of the House of Representatives in addition to a letter signed by Governor Rick Scott. State Government Network The Vice President of Membership participated in a panel discussing the qualifications-based selection process in different states. He presented a history of Florida’s CCNA legislation and recurring battle to protect the design procurement process and qualifications based.


2014 Advocacy Committee Members: Melody Bishop, AIA James H. Anstis, FAIA Gregory J. Burke, AIA Virgil Campaneria, AIA

Charles W. Clary, FAIA Jodie Dodson, AIA

Robert W. Hanselman, AIA Pete Karamitsanis, AIA Larry Maxwell, AIA

Ignacio Reyes, AIA Karen Warseck, AIA Citizen Architect Task Force The 2013 class of Citizen Architects was recognized in January. The Citizen Architect Task Force has met again to plan the selection of the 2014 class. The application process has begun. Applications will be accepted through the summer. A jury will meet in the fall to select the next class. Citizen Architect Fellowship In addition to recognizing Citizen Architects throughout the state, AIA Florida is seeking to identify a member to spend time in Tallahassee prior to the legislative session preparing AIA Florida’s legislative agenda and Legislative Day materials. This person would experience advocacy, committee meeting and the legislative process firsthand ultimately preparing this person to run for political office. Funding for this program is from an AIA National innovation fund grant award to AIA Florida and AIA Tallahassee.


Communications Committee Annual Report 2013-2014 Being charged with promoting good exposure for the Association and its members, the 2013-2014 Communications Committee has been working on the following: AIA Florida Website Re-design The committee conducted an extensive three-phased process to completely re-design the layout of www.aiafla.org. This process included the reorganization of website content, and an entirely new design featuring an interactive slideshow, highlighted information icons and many user friendly features to find content as needed. The new design was launched in June 2014. Florida/Caribbean Architect In addition to the implementation of a yearly plan for the focus of each issue of the magazine, the process for submitting projects to the florida/caribbean Architect was revamped. These changes were implemented by the committee to increase sales, encourage input and feature relevant topics for each issue. The committee also instituted a new “Emerging Professionals Spotlight” section to be included in each issue of the magazine to draw attention to the work of up and coming members of the profession. Public Relations Under Ron Haase’s charge, the committee created a media tool kit for use by all components in the promotion of events and initiatives. This tool kit includes instructions for writing a press release, examples of successful media relations, tips for contacting and responding to the media and an up-to-date contact list for local media outlets. The Honor and Design Awards AIA Florida, along with the support of the Florida Foundation for Architecture, implemented its first “People’s Choice Competition.” The contest, which was launched June 16, was designed to engage the public in a discussion about architecture that matters to their community. The 58 buildings up for vote have been constructed in the immediate past five years and must be open to the public. At the mid-way point of the voting, more than a quarter million votes were tallied. Voting will close July 18 with the winner being announced during the Honor and Design Awards Reception at the 2014 AIA Florida Convention. At the time that this report was submitted, the contest has been covered by 20 media outlets in both Florida and throughout the county. The Honor and Design Awards Subcommittee was headed by 2014 AIA Florida Past President Daniel Kirby, AIA, AICP, LEED AP. The 2014 Design Awards Categories received revamping by the 2013 Board of Directors and for the first time included a category in the Award of Excellence for Interior Architecture. Changes were also implemented to the submittal process to align the state awards program with that of AIA National. Centered on the theme “Connecting People + Places,” the honor and design awards received more than 300 entries, exceeding the 2014 budget for entry revenue.


http://www.aiafla.org/

The design awards jury was comprised of architects from the Detroit and Ann Arbor, Michigan areas including Tamara Burns, AIA, 2013 AIA Michigan President and Cofounder/Principal of HopkinsBurns Design Studio; Art Smith, FAIA, Primary Design Principal at Harley Ellis Deveraux; Victor Saroki, FAIA, President of Saroki Architecture; Bob Varga, AIA, Principal and Senior Design Leader at SmithGroupJJR Detroit; and Noah Resnick, Assistant Professor and Director of the Master of Architecture Program at the Detroit Mercy School of Architecture. The jury met on the campus of the University of Michigan on April 28 to evaluate the entries. Separate juries were selected, as prescribed by AIA Florida bylaws, to determine this year’s Honor Award recipients. Overall, 28 projects were recognized for design awards and 11 individuals were selected to received honor awards. The breakdown of the design awards includes seven Honor Awards and nine Merit Awards for the Award of Excellence, three Honor Awards and four Merit Awards for Unbuilt Design, one Honor Award and one Merit Award for the Test of Time, one Honor Award for Theoretical and Research Design as well as Sustainable Design and one Merit Award for Masonry. The 13 Honor Award for Design recipients will present their projects on the final morning of the AIA Florida Convention for a session entitled “Take Five With Honor for Design Award Winners,” worth 1.5 HSW. 2013-2014 Communications Committee Members Chair: Vice President Joyce Owens, AIA, RIBA Alejandro Silva, AIA Allan Shulman, FAIA David Ways, AIA Holly Stenger, AIA Jedd Heap, AIA Jerel McCants, AIA Lourdes Solera, FAIA Ron Haase,FAIA Sherryl Muriente, AIA Victoria Williams, AIA


Knowledge Committee 2014 Annual Report

2014 Convention: “Creating Community” The theme of “Creating Community” for this year’s convention will explore the interactions of career, practice and community. Our Kickoff Speakers are AIA National’s President-Elect, Elizabeth Chu Richter, FAIA and Tom Murphy, also joining the Community will be Keynote Speaker Enrique Norten, Hon. AIA, with General Session speakers Steve Dumez, FAIA and Ellen Dunham-Jones, AIA. Featured speakers and Continuing Education sessions will provide a wide range of topics that center around the topic of “Community” with creative designs with natural gas, suburbia, energy efficiency in windows and doors, safety & security in building designs, housing affordability, masonry, BIM, liability, diversity, and accessibility among other topics. The Convention with host two days of ARE Boot Camps on Friday and Saturday, reviewing all sections of the ARE. The two sessions will allow the participants to join the community of architects and partake in the events surrounding the convention. Convention also provides an opportunity for attendees to engage community by tours of Miami’s Perez Art Museum, South Beach and a tour of the convention’s host site the Trump Doral Hotel. Other Convention highlights include the Tradeshow, Golf Tournament, movie night featuring “”If You Build It’ of innovative classrooms, the AIA Miami Chapter Party at Miami Center for Architecture and a line-up of tours for both architects and guests. Convention will culminate with a Reception and Presentation of AIA Florida/Caribbean 2014 Honor & Design Awards. This year’s convention will be the inaugural presentation of the Jacob Leadership Institute, apply named for AIA Florida member Mickey Jacob, FAIA the immediate past president of AIA National and past president of AIA Florida. In between those two offices he served as AIA Florida’s Regional Director. Social media via Twitter, Facebook, and Linked In will be available. Continuing Education Programs Beyond Convention Hot Topics tour will offer Advanced Building Code courses, in advance of the February 2015 license renewal deadline with course work completed by December 31, 2014. In collaboration with Building a Safer Florida, registration is free and will be offered exclusively to AIA members. Members may also fulfill CE requirements online. Currently, AIA Florida offers 8 CE courses, with Advanced FBC courses online and two more courses available this fall. Future webinar topics may include building code- mixed occupancies, sustainable


projects, high velocity wind zones, limits of liability, job site safety, best business practices, growing a small firm, and other unique offerings as determined by a scan of the competition. (The webinar archive format presents potential opportunities to offer added value to membership with one site registration and unlimited access, while generating a new external revenue source through ‘pay-per-view’ access by non-members.) 2014 Knowledge Committee Members Professional Development: Scott Anderson, AIA Leon Cases, AIA Jorge Cruz, Public Member David Godwin, AIA Kimberly Headland, AIA Victor Latavish, AIA Ronok Nichols, AIA Michael Stuebben, AIA Donald Whitehead, AIA Convention: Chair- Kimberly Headland, AIA Nathan Butler, AIA Joseph Garcia, AIA JJ Scott, AIA Natividad Soto, AIA Victoria Williams, AIA Jordan Yee, Associate AIA


Membership Annual Report Reinvigorate IDP coordinator program

• Staff has been contacting the existing members of our IDP coordinator program, checking their status, their willingness to continue in that capacity, and if not, arranging for new IDP coordinator to take over.

Allied Member Recruitment Tool Kit

• In order for components to gather more membership and dues revenue, we are preparing a tool kit/ start up package to begin a local allied member program.

• Currently committee members are gathering best practices from components that already have allied member programs established and we will be taking those best practices and integrating them into a tool kit for use by all components.

Student Participation at Legislative Day

• Over the past few years AIA Florida has worked with Florida A&M University School of Architecture AIAS chapter to invite participants for this program. A record number of students and mentors participated in the Legislative Day 2014. We want to expand this to other universities throughout the state.

o Why? Students are extremely well received by the legislators. Students are exposed to the legislative process early on. Students are exposed to the legislative pressures and erosions to

our profession. It exposes the students to AIA and the network that exists within

our association. Shows the camaraderie between architects throughout the state and

how purpose driven team work can accomplish great goals. o How?

Through a partnership with Florida A&M University’s School of Architecture, the 5th year or Graduate students will be invited to participate in a three day program.

• Day One (Travel) o Student will travel with the Board member from

his/her local component to Tallahassee. o Student will be able to converse with that Board

member, ask questions about the profession, about practice, and about the legislative process.

• Day Two ( Legislative Day) o Student will follow board members from their

chosen component/ legislative district while they perform their legislative visits.


• Day Three (Architectural Registration Exam Boot camp

during BOD meeting) o Students will be attending the boot camp at Florida

A&M School of Architecture. o FAMU has agreed to provide boot camp speakers

travel and accommodations while here. o Students will be exposed to the ARE, some for the

first time. o Encourage licensure. o Demystify the licensure process. o Prepare them for the rigors of studying for the

exam. The Committee members are continuing to develop this program

for implementation this fall in preparation for the 2015 legislative day.

Component Challenge

• A component challenge is not a new idea, but this year’s approach and reward is different! This year the challenge is based upon overall “winback” of lapsed members. The component with the highest percentage of winback will be eligible to receive to following:

o Free CE session for your component’s membership including an advanced FBC course. AIA will provide the speaker and the speaker’s expenses.

This is an opportunity for the component to extend the invitation to other professions in-order to make this a money making venture, or just simply offer it to its membership as a reward.

OR

o Reception for the members up to the value of the above CE session.

• This way the entire component can participate in the reward for the hard work of

winning back members. • Component leaders were encouraged to call lapsed members in an effort to win

back members, this tactic has worked well for AIA Florida in the past. • Challenge began April 17, 2014 and will end July 1. • Winner will be announced at AIA Florida Convention.

AIAS Involvement


• The committee also wants to increase the AIA’s involvement with AIAS and encourage them to stay within the profession, become licensed, and become a member of our association.

• The committee is attempting to establish an AIAS Coordinator in each component that has an AIAS chapter nearby.

• Also, the committee if preparing a Firm Crawl tool kit. o Firm crawls have been performed by a few AIAS chapters in the state

and it has been very successful in exposing students the culture of local firms.

o The committee is gathering best practices from those AIAS chapters in order to provide a tool kit to the other chapters.

The work doesn’t stop there. With the help of the Committee Members, AIA Florida Staff, Members across the state and the Board’s continued support we hope to continue to be a national leader in the support and enrichment of AIA Architects.


MEMORANDUM To: Vicki L. Long, CAE, Hon. AIA Nati Soto, FAIA From: Becky Wilson Magdaleno, CAE, Director of Administration RE: Updated Financials as of June 30, 2015 INCOME Membership Dues State dues of $362,100 have been collected or 100% of budget. Below is a comparison of state dues collection at this same time by year.

Year Dues Collected as of June 30 2007 410,806 2008 416,543 2009 347,480 2010 342,542 2011 323,775 2012 332,550 2013 330,969 2014 346,534 2015 361,785

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

2007 2008 2009 2010 2011 2012 2013 2014 2015


To date, $94,047 in Firm dues have been collected or 90% of budget. The firm dues membership year runs from July 1 through June 30 of each year.

Year Firm Dues as of

June 30 2007 $112,025.00 2008 $103,775.00 2009 $108,912.50 2010 $91,556.25 2011 $85,412.48 2012 $72,200.00 2013 $86,950.00 2014 $83,541.66 2015 $94,047.42

Allied dues have brought in revenue of $23,588 or 79% of budget. Below is a comparison of allied dues collection by year.

$0.00

$20,000.00

$40,000.00

$60,000.00

$80,000.00

$100,000.00

$120,000.00

2007 2008 2009 2010 2011 2012 2013 2014 2015


Year Allied Dues as of

June 30 2008 $2,807.50 2011 $26,931.00 2012 $14,244.59 2013 $17,099.15 2014 $18,804.51 2015 $23,587.50

Advertising Friday Facts and other email, directory and magazine advertising are at $47,516 in revenue exceeding the $32,200 budget. Magazine and directory ads have seen an increase in revenue due to advertising included in annual sponsorship packages. Annual Meeting The annual meeting is at $277,352 in revenue or72% of budget. This revenue is from registrations, sponsorships and exhibit booths through June 30. Continuing Education Continuing education outside of convention is at $70,810 in revenue or 51% of budget. Four Hot Topics seminars were held throughout the state with grant funding from Building a Safer Florida. Similar programming is being planned for the fall. Interest/Investment AIA Florida has earned $3,995 in interest revenue or 57% of the budget. Miscellaneous Income

$0.00

$5,000.00

$10,000.00

$15,000.00

$20,000.00

$25,000.00

$30,000.00

2011 2012 2013 2014 2015


Income of $1,100 has been generated from the collection of fees for the Regional dinner at Grassroots. Expenses for the dinner are seen in miscellaneous expenses. The remaining $2,500 is a grant received from AIA National to work with AIA Miami on document the stories of architects that working in pre-Castro Cuba. Pilot Program Grant AIA Florida was awarded a grant to explore governance restructuring. These funds were used to pay for the expenses of the Governance Repositioning Exploration Task Force meeting and facilitator expenses. AIA Florida was awarded an additional $15,000 grant to fund the statewide meeting to develop and memorandum of understanding and member services and revenue sharing under AIA National’s new model. AIA Florida received a $3,000 grant from the AIA Trust to support Jacob Leadership Institute programming at convention. Management Fees AIA Florida currently has management agreements with AIA Northwest Florida, AIA Palm Beach, AIA Jacksonville, AIA Florida Southwest and recently entered into a website agreement with AIA Tallahassee. Management fees have generated $35,175 in revenue or 53% of budget. Publications Publications have generated $53,830 in revenue or 54% of budget. Two payments from the contract document revenue sharing agreement have been received. This is the final year of this revenue sharing model with a wind down beginning in 2016. Total income from operations is $972,761 or 78% of budget. EXPENSE Building Overhead Building overhead has reached $12,514 or 41% of the $30,550 budget. Communications/Publications Communications and publications expenses are at $48,522 exceeding the $38,310 budget. Magazine expenses have seen an increase due to the purchase of advertising space for annual sponsorship agreements. Increased advertising revenue has also been seen from these same agreements. Website maintenance has also seen an increase due to additional web advertising purchased through corporate sponsorship packages. Website revenue is expected to see an increase when contractual payments are received in July and November. Continuing Education/Programs Continuing education, including the annual meeting, is at $55,274 or 20% of the $278,500 budget. The majority of the expenses from the convention are yet to be realized. Governance Governance has reached $46,854 or 54% of the $87,475 budget. This includes expenses for the Governance Task Force which totaled about $9,700. Headquarters Operations


Headquarters operations have reached $74,127 or 74% of the $100,510 budget. This includes the payment for the audit fees and increased legal fees due to proposed governance changes. To date about $4,000 in additional fees has been assessed for governance related legal assistance. Political Effectiveness Political effectiveness is at $40,524 or 47% of the $86,250 budget. This expense is expected to be fully realized by the end of the year. Staff Expenses Staff expenses are currently at $260,500 or 44% of the $593,200 budget. This includes insurance premiums paid through July.

Operations Income and Expenses 2007 2008 2009 2010 2011 2012 2013 2014 2015*

Income 1,423,189 1,379,558 1,184,490 1,043,334 1,095,169 1,154,678 1,175,766 1,338,541 972,761 Expenses 1,254,725 1,301,914 1,140,455 993,360 1,042,633 1,146,316 1,147,316 1,339,842 540,849

168,464 77,644 44,035 49,974 52,536 8,362 28,451 (1,301) 431,912

*as of June, 2015

After the audit of the 2014 financial records, the auditors made two journal entries adjusting when salaries are recognized for those payroll periods that fall in two different years. After this adjustment was made, a slight loss is shown for operational income and expenses for 2014.

-

200,000

400,000

600,000

800,000

1,000,000

1,200,000

1,400,000

1,600,000

2007 2008 2009 2010 2011 2012 2013 2014 2015*

AIA Florida Operations Income vs. Expenses

Income Expenses


Income Dues $ 479,420

Annual Meeting $ 277,352 Continuing Education $ 70,810 Publications $ 53,830 Advertising $ 47,516 Management Fees $ 36,238 Grants $ 17,000 Miscellaneous Income $ 3,600 Interest/Investment $ 2,940

49%

28%

7%

5% 5%

4%

2% 0% 0%

AIA Florida 2015 Income from Operations

Dues

Annual Meeting

Continuing Education

Publications

Advertising

Management Fees

Grants

Miscellaneous Income

Interest/Investment


Expenses Staff Expenses $ 260,500

Headquarters Operations $ 74,127 Continuing Education/Programs $ 55,274 Communications/Publications $ 48,554 Governance $ 46,854 Political Effectiveness $ 40,524 Building Overhead $ 12,514 Miscellaneous Expense $ 2,175 Membership Development $ 327 Reserve Development $ - Contingency Fund $ -

48%

14%

10%

9%

9%

8%

2% 0% 0% 0% 0%

AIA Florida 2015 Expenses from Operations Staff Expenses

Headquarters Operations

ContinuingEducation/Programs

Communications/Publications

Governance

Political Effectiveness


Balance History as of June 30

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Operating Account $392,787 $572,005 $398,984 $461,969 $375,760 $489,435 $430,114 $339,143 $446,854 $497,875 Operating Reserve $300,349 $267,922 $272,861 $233,465 $255,251 $301,383 $295,441 $333,218 $398,628 $426,889 Building Reserve $15,564 $23,435

$693,136 $839,927 $671,845 $695,434 $631,011 $790,819 $725,555 $672,361 $861,046 $948,199

$0

$100,000

$200,000

$300,000

$400,000

$500,000

$600,000

$700,000

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015

Operating Account

Operating Reserve

Building Reserve


2009 Actual 2010 Actual 2011 Actual 2012 Actual 2013 Actual 2014 Actual 2014

Budget 2015 as of

June 30, 2015 2015 Budget Ordinary Income/Expense

Income601 · Dues

601.1 · State 369,508 355,713 338,340 341,893 338,882 357,412 347,170 361,785 362,100 601.2 · Firm 130,775 116,388 106,212 105,100 93,400 99,092 110,000 94,047 105,000 601.4 · Allied 36,662 34,740 29,565 20,632 21,624 19,155 29,250 23,588 30,000

Total 601 · Dues 536,945 506,841 474,117 467,625 453,906 475,658 486,420 479,420 497,100

605 · Advertising605.2 · Friday Fax 9,920 16,254 16,180 15,050 15,480 17,735 16,000 13,854 16,000 605.3 · Website - 360 9,321 11,374 9,174 8,948 13,500 11,512 13,500 605.4 · Magazine 1,616 - - - 867 308 - 16,050 - 605.5 · Directory Advertising 7,000 - 7,000 - 1,500 1,699 1,500 605.6 · Job Board 640 320 1,620 1,001 1,040 1,600 1,200 4,400 1,200 605 · Advertising - Other 90 - -

Total 605 · Advertising 19,176 16,934 34,121 27,425 26,651 28,590 32,200 47,516 32,200

615 · Annual Meeting615.1 · Design Awards

615.15 · Awards Dinner 13,770 18,520 18,940 20,720 10,350 18,225 12,500 7,425 15,000 615.16 · Design Awards Sponsorship 7,850 12,500 10,000 12,500 10,000 16,300 12,500 11,250 12,500

615.165 · People's Choice Sponsorship 15,000 5,000 615.17 · Design Awards Memorabilia 225 570 - 120 340 - - 615.1 · Design Awards - Other 44,211 31,925 32,515 30,090 26,320 31,145 30,000 28,255 32,000

Total 615.1 · Design Awards 66,056 63,515 61,455 63,430 46,670 81,010 55,000 46,930 64,500

615.2 · Exhibitors 82,189 72,259 75,320 88,270 85,802 78,360 85,000 82,750 81,000 615.3 · Fellows Dinner 5,130 3,150 3,315 3,600 3,675 5,500 4,500 4,125 4,500 615.4 · Registration Fees 66,226 74,376 75,979 122,296 94,281 108,486 95,000 87,520 95,000 615.5 · Sponsorships 40,973 58,990 68,475 96,500 98,200 102,370 87,500 56,028 140,000 615.8 · Foundation Event - - - -

Total 615 · Annual Meeting 260,574 272,290 284,544 374,096 328,628 375,726 327,000 277,352 385,000



Budget 2015 as of

June 30, 2015 2015 Budget

620 · Continuing Education/Seminars620.2 · Registration Fees 111,792 77,294 115,366 66,746 129,627 125,919 75,000 57,791 96,495 620.3 · Sponsorships 1,600 - 2,750 1,500 3,750 10,000 3,000 3,350 5,000 620.6 · ADA Video Course - - - - 620.7 · Distance Learning 128,480 42,276 69,844 32,930 105,211 134,375 37,500 9,669 38,000

Total 620 · Continuing Education/Seminars 241,872 119,571 187,960 101,176 238,588 270,294 115,500 70,810 139,495

624 · Interest Income - Accrued 348 - - - 625 · Interest/Investment 10,933 12,135 7,087 7,882 9,661 15,300 7,000 3,995 7,000 626 · Contributions 525 1,000 - - - 627 · Miscellaneous Income 103 3,027 2,033 12,490 2,500 450 3,600 - 628 · Gov't Affair Assist Grant -

628.1 · COTE - Foundation Grant - - 2,360 - - 628 · Gov't Affair Assist Grant - Other - - - 1,250 19,000 9,500 -

Total 628 · Gov't Affair Assist Grant - - 2,360 1,250 - 19,000 9,500 - -

629 · Charity Fundraiser - - (4) - 2,125 629 · Pilot Program Grant 15,000 10,000

629.1 · AIA Trust Grant 2,000 Total 629 · Grants 17,000 10,000 630 · Management Fees

630.1 · FAPAC - - - - 630.2 · Foundation - - 2,125 2,124 2,125 2,125 2,125 1,063 2,125 630.4 · Region - - 2,642 3,146 4,184 4,296 3,625 3,750 630 · Management Fees - Other 6,300 27,600 10,800 35,175 66,200

Total 630 · Management Fees - - 4,767 5,271 12,609 34,021 16,550 36,238 72,075



Budget 2015 as of


635 · Publications635.1 · Books/Tapes (Logo Shop) 2,669 2,304 3,263 2,788 1,940 2,461 3,000 40 3,000 635.2 · Directory Sales 1,828 1,230 401 750 275 325 500 475 600 635.3 · Document Sales

635.35 · Document Shipping 2,045 3,137 2,167 2,108 2,338 3,020 2,141 635.3 · Document Sales - Other 97,552 91,730 80,635 82,820 85,864 104,090 90,000 47,864 88,000

Total 635.3 · Document Sales 99,597 94,867 82,802 84,928 88,203 107,110 90,000 50,005 88,000

635.4 · Editorial Reimbursement 4,000 8,000 4,000 4,021 4,438 5,318 5,000 1,000 5,000 635.5 · Lists/Labels 1,485 2,562 3,435 2,600 1,825 3,450 2,500 1,700 2,500 635.6 · Subscriptions 4,435 2,575 1,283 470 1,370 840 1,200 610 1,200 635 · Publications - Other - - - 30

Total 635 · Publications 114,014 111,538 95,184 95,588 98,051 119,504 102,200 53,830 100,300

Total Income 1,184,490 1,043,334 1,094,669 1,154,678 1,175,904 1,338,541 1,096,370 972,761 1,240,295

Gross Profit 1,184,490 1,043,334 1,094,669 1,154,678 1,175,904 1,338,541 1,096,370 972,761 1,240,295



Budget 2015 as of


Expense700 · Building Overhead

701 · Debt Service701.1 · Amortization Expense - 0 0 - 701 · Debt Service - Other - - - -

Total 701 · Debt Service - 0 0 - - - - -

702 · Property Insurance 4,144 4,772 4,921 5,053 5,282 5,959 5,100 6,532 6,000 703 · Repairs/Maintenance 3,424 3,914 5,585 3,548 16,170 2,466 3,500 2,079 4,700 704 · Taxes 8,687 8,242 8,057 8,297 8,454 8,048 8,700 202 8,500 705 · Utilities 10,686 9,209 9,223 8,257 6,949 7,889 9,525 3,701 7,750

705.1 · Green Energy Credits - - - - -

706 · Building Contingency Fund 3,600 - - 3,600 3,600 3,600 3,600 Total 700 · Building Overhead 30,541 26,136 27,787 28,757 40,455 24,361 30,425 12,514 30,550

708 · Membership Development 4,772 2,644 2,007 2,488 2,637 4,170 3,000 327 3,000 710 · Communications/Publications

711 · Book/Tape Purchases (Logo Shop) 3,803 2,719 3,944 1,815 4,787 4,079 3,000 3,987 3,000 712 · Florida Connection

712.1 · FL Connection Postage 1 58 5 - - 712.2 · FL Connection Printing 105 7 58 - - 712 · Florida Connection - Other 860 647 - - -

Total 712 · Florida Connection 967 712 63 - - - - -



Budget 2015 as of


713 · Documents for Resale713.5 · Document Shipping 3,167 2,946 1,995 490 1,571 1,025 1,000 1,237 1,000 713 · Documents for Resale - Other 15,419 10,509 6,888 12,625 11,039 22,107 7,000 9,149 8,500

Total 713 · Documents for Resale 18,587 13,455 8,883 13,115 12,610 23,132 8,000 10,386 9,500

714 · Friday Facts 539 798 915 917 2,556 2,945 1,000 1,335 2,340 715 · Magazine

715.1 · Magazine Shipping 128 201 46 65 165 157 80 22 150 715.2 · Directory 7,973 2,500 2,511 2,500 1,481 2,500 715 · Magazine - Other 14,566 14,510 14,425 14,523 14,400 19,081 14,400 20,030 14,400

Total 715 · Magazine 14,695 14,711 14,470 22,561 17,065 21,750 16,980 21,532 17,050

716 · Website Maintenance 1,837 1,753 1,935 1,680 4,229 11,047 1,680 9,133 2,520 717 · Opportunities 8,500 8,500 8,500 4,650 423 400 400 400 400 719 · PR/Outreach 772 2,688 3,255 2,467 7,018 1,721 3,500 1,781 3,500 710 · Communications/Publications - Other - - - 4

Total 710 · Communications/Publications 49,700 45,335 41,965 47,209 48,688 65,073 34,560 48,554 38,310



Budget 2015 as of


720 · Continuing Education/Programs 350 721 · Annual Meeting 138

721.2 · Fellows Dinner 3,578 3,150 3,608 3,621 3,552 6,215 3,600 4,500 721.3 · Function Expenses 40,058 52,515 46,726 49,208 56,798 88,735 57,000 11,726 68,000 721.4 · Hotel Expenses 25,989 42,035 39,824 79,724 71,748 85,790 60,000 2,714 71,000 721.5 · Promotions 8,335 8,020 7,287 8,293 7,336 9,819 8,500 8,022 10,000 721.6 · Speaker Fees

721.65 · Expense reimbursement - - - 7,206 2,348 6,457 7,000 8,500 721.6 · Speaker Fees - Other 8,252 7,867 6,109 3,750 1,990 7,000 8,000 10,000

Total 721.6 · Speaker Fees 8,252 7,867 6,109 10,956 4,338 13,457 15,000 - 18,500

721 · Annual Meeting - Other - - - Total 721 · Annual Meeting 86,212 113,587 103,553 151,802 143,772 204,016 144,100 22,599 172,000

722 · Design Awards722.1 · Design Awards Dinner 18,810 22,954 21,803 31,931 16,647 27,488 10,000 28,000 722.3 · Design Awards - Video 1,800 6,000 4,000 4,114 5,440 5,350 5,500 5,500 722.4 · Design Awards - Travel 1,320 874 - 1,021 1,203 718 1,500 1,178 1,500 722.5 · Design Awards - Postage 2,894 1,646 877 1,000 1,168 1,755 1,500 1,427 1,500 722.6 · Design Awards - Documents 2,717 1,984 2,031 3,137 2,767 3,838 2,200 1,031 2,500 722.7 · Design Awards - People's Choice 15,059 722 · Design Awards - Other - - - 2,285 293 -

Total 722 · Design Awards 27,541 33,457 28,712 43,488 27,226 54,208 20,700 3,929 39,000

725 · Seminars/Workshops725.1 · Speaker Fee 18,350 10,150 20,500 16,700 17,400 8,250 15,000 6,500 17,500 725.5 · Expense Reimbursement 7,441 5,154 10,355 6,946 11,676 5,445 10,000 2,304 10,000 725 · Seminars/Workshops - Other 31,960 21,364 32,380 21,276 28,759 67,087 21,500 19,941 30,000

Total 725 · Seminars/Workshops 57,751 36,668 63,235 44,922 57,834 80,782 46,500 28,745 57,500

729 · Distance Learning 28,409 13,238 3,970 7,003 10,337 10,479 10,000 1 10,000 Total 720 · Continuing Education/Programs 199,913 196,950 199,470 247,216 239,169 349,835 221,300 55,274 278,500

730 · Governance731 · Board of Directors

731.1 · Communications 411 - - - 220 40 100 100 731.2 · Meeting Expenses

731.25 · Governance Task Force 9,693 731.26 · Core Member Service Task Force 761 731.3 · Sponsorships-Board Events (2,819) (1,700) (1,600) (2,250) (1,500) (1,500) (2,000) (2,250) 731.2 · Meeting Expenses - Other 8,386 11,795 11,295 12,688 12,967 18,117 12,000 7,095 24,500

Total 731.2 · Meeting Expenses 5,568 10,095 9,695 10,438 11,467 16,617 10,000 17,549 22,250



Budget 2015 as of


731.4 · Task Force/Policy Development 6,053 4,512 4,519 1,000 236 643 1,000 449 1,000 731.5 · Committees

731.6 · Committees Conference Calls 1,486 1,272 1,766 1,608 597 768 1,000 585 750 731.5 · Committees - Other - - 2,115 64 118 33 500 250

731.7 · FBC Representation - - 731.8 · FBC Travel - -

Total 731.5 · Committees 1,486 1,272 3,881 1,672 715 802 1,500 585 1,000

Total 731 · Board of Directors 13,517 15,879 18,095 13,110 12,638 18,101 12,600 18,584 24,350

732 · Executive Committee732.1 · Conference Calls 710 335 484 384 67 136 350 193 125 732.2 · Travel & Expenses

732.2.1 · EXCOM Retreat-Facilitator Fee 1,090 1,385 7,257 - 5,710 3,375 2,000 2,188 15,000 732.2 · Travel & Expenses - Other 32,936 35,921 33,723 45,354 39,757 60,709 33,000 20,178 38,000

Total 732.2 · Travel & Expenses 34,026 37,306 40,981 45,354 45,467 64,084 35,000 22,366 53,000

732.3 · Large States Meeting - - - - - - - 732 · Executive Committee - Other - - - 1,146 7,799 300 -

Total 732 · Executive Committee 34,736 37,641 41,464 46,885 53,334 64,221 35,650 22,559 53,125

734 · President 15,256 8,909 11,635 12,664 14,755 11,492 10,000 5,711 10,000 Total 730 · Governance 63,509 62,430 71,194 72,658 80,727 93,814 58,250 46,854 87,475



Budget 2015 as of


740 · Headquarters Operations741 · Accounting Fees 16,548 8,912 10,732 15,499 11,899 13,250 10,000 10,976 16,000 742 · Bank Charges 13,906 21,334 13,853 15,024 17,498 22,404 13,000 8,397 15,000 743 · Contributions 200 385 2,837 300 150 - 500 500 744 · Equipment Purchases 1,498 608 148 1,391 3,949 1,272 2,000 2,261 2,000 745 · Equipment Rental 6,090 8,626 9,465 12,315 10,558 7,286 8,400 6,641 7,500 746 · Equipment Repairs & Maintenance 7,771 6,341 5,734 1,690 2,818 4,499 2,500 551 2,500 747 · Legal

747.1 · General 24,447 5,504 12,591 7,855 17,703 11,039 8,000 8,675 8,000 747.4 · Component Legal Assistance - (2,430) 0 - - - 747.5 · Governance Legal Expenses 4,056 747 · Legal - Other - - 563 -

Total 747 · Legal 24,447 3,074 13,154 7,855 17,703 11,039 8,000 12,731 8,000

748 · Information 163 - 748.1 · Books/Tapes 394 10 64 - 388 230 100 100 748.2 · Subscriptions 141 261 880 978 179 378 325 531 300 748 · Information - Other - - - - (125)

Total 748 · Information 535 271 945 978 441 771 425 531 400

749 · Insurance 2,162 2,980 2,772 3,153 3,125 2,770 3,300 2,125 3,500 750 · Memberships 5,001 4,131 3,538 2,985 3,593 3,311 2,900 2,339 2,500 751 · Office Supplies 5,668 3,757 3,774 5,432 3,079 4,213 4,000 2,565 3,500 752 · Postage/Shipping 6,647 3,076 2,893 3,569 3,289 3,430 2,800 1,498 3,000 753 · Printing 5,068 1,007 2,076 (244) 763 262 800 892 750 754 · Staff Travel 25,288 29,085 31,632 26,479 26,026 35,169 27,500 18,630 27,500 755 · Taxes/Licenses 99 157 469 110 518 110 110 61 110 756 · Telephone 8,292 8,865 8,750 8,888 8,619 6,149 9,000 3,206 6,500 757 · Storage 1,075 956 1,051 1,492 1,131 1,243 1,180 722 1,250

Total 740 · Headquarters Operations 130,293 103,562 113,821 106,918 115,159 117,178 96,415 74,127 100,510



Budget 2015 as of


760 · Political Effectiveness761 · Consultants/Lobbyist

761.1 · Incidentals 3,429 2,615 2,500 3,927 2,109 690 2,500 380 2,500 761.2 · Retainer 80,053 65,010 65,768 65,256 80,000 80,000 80,000 33,333 80,000

Total 761 · Consultants/Lobbyist 83,481 67,625 68,267 69,183 82,109 80,690 82,500 33,713 82,500 762 · Legislative Rec/Entertainment

762.1 · Legislative Rec Sponsorship (1,000) (1,000) (1,000) (1,500) (1,500) (1,500) (1,500) (1,262) (1,500) 762 · Legislative Rec/Entertainment - Other 1,884 2,002 2,158 2,864 2,626 2,829 2,000 7,213 2,500

Total 762 · Legislative Rec/Entertainment 884 1,002 1,158 1,364 1,126 1,329 500 5,951 1,000 763 · Information 4,120 3,895 4,518 1,299 1,981 887 1,750 860 1,750 764 · Travel 123 162 109 341 1,059 2,281 500 1,000 760 · Political Effectiveness - Other - - - 184 1,000 18,324 9,500 - -

Total 760 · Political Effectiveness 88,609 72,684 74,053 72,371 87,274 103,512 94,750 40,524 86,250

770 · Staff Expenses771.1 · Staff Recruitment - - 331 972 - 617 - 469 - 772 · Insurance Benefits 54,590 31,428 37,711 46,824 35,378 39,985 35,000 30,630 55,000 773 · Parking 7,187 6,567 6,391 6,352 6,423 6,326 6,300 4,655 6,200 774 · Payroll Taxes 33,201 29,425 31,071 31,377 31,467 33,512 31,000 19,628 31,000 775 · Professional Development -

775.1 · Dues 2,031 1,767 2,295 1,925 1,340 1,506 1,700 2,054 1,500 775.2 · Educational Programs 2,623 847 1,949 1,820 1,178 1,979 1,500 1,418 1,500 775.3 · Staff Development 865 660 2,006 1,654 2,327 2,017 1,000 280 1,000 775 · Professional Development - Other - 15 96 - - - - -

Total 775 · Professional Development 5,519 3,289 6,346 5,399 4,845 5,502 4,200 3,752 4,000



Budget 2015 as of


776 · Salaries and Wages - 776.1 · Contract Labor 1,650 293 65 - 221 85 - 776 · Salaries and Wages - Other 457,910 399,742 401,380 395,235 409,922 457,009 442,170 195,680 475,000

Total 776 · Salaries and Wages 459,560 400,034 401,445 395,235 409,922 457,230 442,170 195,765 475,000

777 · Retirement 13,063 12,876 15,740 14,685 17,106 20,643 16,500 5,602 22,000 770 · Staff Expenses - Other - - - -

Total 770 · Staff Expenses 573,120 483,618 499,035 500,845 505,141 563,814 535,170 260,500 593,200

778 · Reserve Development - 778.1 · AIA 150 (AIA 150) - - - - 778.2 · AIA National 2010-Florida - - - 778.3 · Building Reserve Development 15,000 7,500 7,500 7,500 778 · Reserve Development - Other - - 10,000 10,000 10,000 10,000 10,000 10,000

Total 778 · Reserve Development - - 10,000 10,000 25,000 17,500 17,500 - 17,500

779 · Contingency Fund - - - 2,385 5,000 5,000 780 · Miscellaneous Expense - - - 192 433 585 2,175 -

Total Expense 1,140,455 993,360 1,041,832 1,146,316 1,149,266 1,339,842 1,096,370 540,849 1,240,295

Net Ordinary Income 44,035 49,974 52,837 8,362 26,638 (1,301) - 431,912.23 -

Other Income/ExpenseOther Income

785 · Unrealized Gain (Loss) 51,317 13,499 (10,313) 22,716 16,978 11,385 - (11,763) 786 · Realized (Gain) Loss (11,996) 7,707 (872) 9,333 24,905 6,333 - 14,397

Total Other Income 39,321 21,206 (11,185) 32,049 41,884 17,718 - 2,633

Other Expense758 · Depreciation 30,628 28,145 26,752 26,017 25,003 23,156 - 759 · Interest Expense 1,419 579 362 44 1,123 1,278 - 781 · Loss on Disposal of Assets 712 - - 192 499 787 · Brokers Fees 4,513 2,745 3,262 3,187 1,848 -

Total Other Expense 37,271 31,469 30,376 29,439 28,473 24,434 -

Net Other Income 2,049 (10,263) (41,561) 2,610 13,410 (6,716) - 2,633

46,084 39,711 11,276 10,972 40,049 (8,017) - 434,546 -



Budget 2015 as of


2009 Actual 2010 Actual 2011 Actual

2012 Actual 2013 Actual 2014 Actual 2014

Budget 2015 as of

June 30,2015 2015 Budget Total Income from Operations 1,184,490 1,043,334 1,094,669 1,154,678 1,175,904 1,338,541 1,096,370 972,761 1,240,295 Total Expenses 1,140,455 993,360 1,041,832 1,146,316 1,149,266 1,339,842 1,096,370 540,849 1,240,295 Income from Operations 44,035 49,974 52,837 8,362 26,638 (1,301) - 431,912 - Investment Gain (Loss) 2,049 (10,263) (41,561) 2,610 13,410 (6,716) - 2,633 - Net Income after Investment Gain (Loss) 46,084 39,711 11,276 10,972 40,049 (8,017) - 434,546 -


FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS, INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2014


FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS, INC.TABLE OF CONTENTS

DECEMBER 31, 2014

Page(s)

Independent Auditors’ Report 1-2

Financial StatementsStatement of Financial Position 3Statement of Activities 4Statement of Cash Flows 5Notes to Financial Statements 6 – 10

Supplementary Information 11Schedule of Staff Expenses 12Schedule of Headquarter Expenses 13


- 1 -

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors, Florida Association of the American Institute of Architects, Inc.:

Report on the Financial Statements

We have audited the accompanying financial statements of Florida Association of the American Institute of Architects, Inc. which comprise the statement of financial position as of December 31, 2014, and the related statements of activities and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.


- 2 -

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Florida Association of the American Institute of Architects, Inc. as of December 31, 2014 and the changes in its net assets and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Other Matters

Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The Schedule of Staff Expenses on page 12 and the Schedule of Headquarters Expenses on page 13 arepresented for purposes of additional analysis and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole.

Tallahassee, FloridaJune 16, 2015


Current assetsCash and cash equivalents 321,506$ Investments 420,068 Accounts receivable 26,113 Inventory 9,810 Prepaid expenses 25,618

Total current assets 803,115

Property and equipment net 322,404

Total Assets 1,125,519$

Current liabilitiesAccounts payable and accrued expenses 89,748$ Deferred revenue 264,891Capital lease payable 5,083

Total current liabilities 359,722

Long-term liabilitiesCapital lease payable, less current portion 11,351

Net assetsUnrestricted 754,446

Total Liabilities and Net Assets 1,125,519$

FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS, INC. STATEMENT OF FINANCIAL POSITION

DECEMBER 31, 2014

ASSETS

LIABILITIES AND NET ASSETS

The accompanying notes to financial statements

are an integral part of this statement.

- 3 -AIA Florida Board Annual Meeting

Unrestricted

Support and revenuesDues 475,659$ Annual meeting 375,726Continuing education/seminars 270,294Publications 123,053Interest and dividends 15,300Advertising 28,589Management fee 34,021Contributions 19,000Investment gain 17,718 Other income 450

Total support and revenues 1,359,810

ExpensesStaff 563,625Continuing education/programs 113,127Headquarters 166,434Political effectiveness 103,511Governance 93,813Communications/publications 69,243Annual meeting 236,709

Total expenses 1,346,462

Increase in net assets 13,348

Net assets, beginning of year 741,098

Net assets, end of year 754,446$

FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS, INC. STATEMENT OF ACTIVITIES

FOR THE YEAR ENDED DECEMBER 31, 2014




Cash flows from operating activities

Cash received from members and others 1,399,076$

Cash paid to suppliers and employees (1,317,564)

Interest and dividends received 15,300

Interest paid (1,278) Net cash provided by operating activities 95,534

Cash flows from investing activities

Purchases of investments (223,820)

Proceeds from sale of investments 195,151

Purchases of property and equipment (510)

Net cash used in investing activities (29,179)

Cash flows from financing activities

Payment of principal on obligations under capital lease (4,766)

Net increase in cash and cash equivalents 61,589

Cash and cash equivalents, beginning of year 259,917

Cash and cash equivalents, end of year 321,506$

Reconciliation of increase in net assets

to net cash provided by operating activities

Increase in net assets 13,348$

Adjustments to reconcile increase in net assets to net

cash provided by operating activities:

Depreciation 23,156

Decrease in accounts receivable 22,111

Increase in inventory (3,555)

Increase in prepaid expenses (1,444)

Increase in accounts payable and accrued expenses 27,181

Increase in deferred revenue 32,455

Net gain on investments (17,718)

Total adjustments 82,186

Net cash provided by operating activities 95,534$

FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS, INC. STATEMENT OF CASH FLOWS





FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS, INC.NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2014

- 6 -

(1)) Summary of Significant Accounting Policies:

The following is a summary of the more significant accounting policies and practices of Florida Association of the American Institute of Architects, Inc., which affect significant elements of the accompanying financial statements:

(a) General—Florida Association of the American Institute of Architects, Inc. (the “Association”) is a nonprofit corporation organized to promote the profession of architecture in the State of Florida.

(b) Income Taxes—The Association is generally exempt from income taxes under Section 501(c)(6) of the Internal Revenue Code, and therefore, no provision for income taxes has been made in the accompanying financial statements.

The Association files income tax returns in the U.S. Federal jurisdiction. The Association’s income tax returns for the past three years are subject to examination by tax authorities and may change upon examination.

The Association has reviewed and evaluated the relevant technical merits of each of its tax positions in accordance with accounting principles generally accepted in the United States of America for accounting for uncertainty in income taxes, and determined that there are no uncertain tax positions that would have a material impact on the financial statements of the Association.

(c) Cash and Cash Equivalents—Cash and cash equivalents represent cash on hand, cash due from banks, and certificates of deposit with original maturities of 90 days or less.

(d) Property and Equipment—Property and equipment with a value greater than $500 and an estimated useful life of at least one year are recorded at cost when purchased or at estimated fair market value when contributed. Depreciation is computed using the straight-line method over the estimated useful life of the assets, ranging from one to forty years.

(e) Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(f) Basis of Accounting—The financial statements of the Association have been prepared on the accrual basis of accounting, and accordingly, reflect all significant receivables, payables and other liabilities.

(g) Basis of Presentation—The Association is required to report information regarding its financial position and activities according to three classes of net assets: unrestricted net assets, temporarily restricted net assets, and permanently restricted net assets.

(h) Accrued LeaveThe Association compensates its eligible employees for unused vacation leave upon termination of employment. Vacation leave is accrued as earned by eligible employees and recorded as an expense in the period earned.

(i) Advertising—Advertising costs are charged to operations as incurred.

(j) Inventory—Inventory is stated at the lower of cost (first in, first out method) or market. Inventories consist of books and publications for sale.



DECEMBER 31, 2014

- 7 -

(1) Summary of Significant Accounting Policies: (Continued)

(k) Investments—Investments in marketable securities with readily determinable fair values and all investments in debt securities are reported at their fair values in the statement of financial position. Unrealized gains and losses are included in the change in net assets as a component of investment return.

(l) Accounts Receivable—Accounts receivable are stated at the amount management expects to collect from balances outstanding at year-end. Based on management’s assessment of the credit history with customers having outstanding balances and current relationships with them, it has concluded that realization losses on balances outstanding at year-end will be immaterial.

(m) Revenue Recognition—Revenues are recognized when the earnings process is substantially complete and goods have been delivered or services performed. Revenues from membership dues for the following year are shown as deferred revenue in the Statement of Financial Position. Continuing education revenues are recognized when the events are held or distance learning materials areshipped. Advertising revenues are recognized when the applicable publications are issued.

(2) Concentrations of Credit Risk:

The more significant concentration of credit risk is as follows:

(a) Demand and Time Deposits—The Association has demand and time deposits with two financial institutions and one brokerage firm. The Association has no policy requiring collateral or other security to support its deposits, although all demand and time deposits are insured up to FDIClimits with banks, and up to SIPC limits with brokerage firms.

(b) Accounts Receivable—The Organization has no policy requiring collateral or other security to support its receivables.

(3) Retirement Plan:

The Association maintains a 401(k) plan (the “Plan”) for eligible employees, which are employees who have been employed with the Association for at least one year. For the year ended December 31, 2014, the Association’s contributions to the plan was 5% for the Executive Vice President, 4% for the Director of Professional Development, and 3% for all other covered participant’s compensation. The Association’s contributions to the Plan for the year ended December 31, 2014 were $20,643.

(4) Property and Equipment:

Major classifications of property and equipment at December 31, 2014 are as follows:

Land $ 42,000Building and improvements 573,556Furniture and fixtures 77,872Computer equipment 10,803

704,231Less: Accumulated depreciation 381,827Total $ 322,404

Depreciation expense for the year ended December 31, 2014 was $23,156.



DECEMBER 31, 2014

- 8 -

(5) Capital Lease:

The Association leases equipment under capital leases that expires in 2017 and 2018. The assets and liabilities under the capital leases are recorded at the present value of the minimum lease payments. The assets are depreciated over their lease terms. The capitalized cost of the assets are $25,789. Accumulated depreciation in the Statement of Financial Position includes $10,242 for the equipment under capital leases. Depreciation of the assets under the capital leases was $5,158 and is included in depreciation expense for 2014.

Minimum future lease payments under the capital lease obligations for each of the next five years and in the aggregate are:

Interest rates on the capitalizable leased assets range from 5.9% to 8.3% and is imputed based on the lower of Association’s incremental borrowing rate at the inception of the lease or the lessor’s implicit rate of return.

(6) Line-of-Credit:

The Association has an unused $500,000 open and revolving line-of-credit available with a financial institution. The line-of-credit bears interest at a rate of 0.75% percent above prime and is secured by an assignment of mortgage on real property.

(7) Related Party Transactions:

The Association provides administrative services for Florida Foundation for Architecture (the “Foundation”), Florida Architects Political Action Committee ("FAPAC"), Florida Caribbean Region, American Institute of Architects Northwest Chapter (“AIA Northwest”), American Institute of Architects Palm Beach Chapter (“AIA Palm Beach”), and American Institute of Architects Jacksonville Chapter (“AIA Jacksonville”). The Foundation, FAPAC and Florida Caribbean Region are non-profit organizations that are supported primarily by contributions from members of the Association. AIA Northwest, AIA Palm Beach and AIA Jacksonville are local branches of American Institute of Architects which The Association provided administrative services to during the year ended December 31, 2014.Administrative services were provided to FAPAC at no charge. Related party activity for the year ended December 31, 2014 is summarized as follows:

Organization Revenues Accounts Receivable Accounts Payable

Foundation $ 2,125 $ 576 $ 3,229Florida Caribbean Region 4,296 4,296 205AIA Northwest 10,800 1,721 -AIA Palm Beach 12,600 6,426 -AIA Jacksonville 4,200 4,215 -Total $ 34,021 $ 17,234 $ 3,434

Year Ending December 31, Amount

2015 $ 6,0442016 6,0442017 4,9882018 1,244

Total minimum lease payments 18,320Less amount representing interest 1,886Present value of minimum lease payments $ 16,434



DECEMBER 31, 2014

- 9 -

(8) Deferred Revenue:

The Association collects membership throughout the year. Membership dues are recognized as revenue equitably over the twelve month period following the member’s renewal date. The unrecognized portion of dues amounting to $206,471 is recorded as deferred revenue at December 31, 2014. In addition, during the year ended December 31, 2014, the Association collected revenue for the trade show that will be held during 2015. These collections amounting to $58,420 are also recognized as deferred revenue at December 31, 2014

(9) Fair Value Measurements of Investments:

Generally accepted accounting principles (GAAP) defines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. GAAP utilizes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The following is a brief description of those three levels:

• Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access as of the measurement date.

• Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates and yield curves, volatilities, prepayment speeds, credit risks, default rates, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.

• Level 3: Unobservable inputs to measure fair value of assets and liabilities for which there is little, if any market activity at the measurement date, using reasonable inputs and assumptions based upon the best information at the time, to the extent that inputs are available without undue cost and effort.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Fair values of assets measured on a recurring basis at December 31, 2014 are as follows:

Fair Value Measurements at Reporting Date Using

Fair Value

Quoted Prices In Active

Markets For Identical Assets

(Level 1)

Mutual funds $ 106,051 $ 106,051Common stocks 239,719 239,719Government bonds 69,754 69,754Exchange traded & close end funds 4,544 4,544

Total $ 420,068 $ 420,068



DECEMBER 31, 2014

- 10 -

(9) Fair Value Measurements of Investments: (Continued)

The following schedule summarizes the investment return in the Statement of Activities for the year ended December 31, 2014:

Interest and dividend income $ 15,300

Net gains $ 17,718

Investments at December 31, 2014 consist of the following:

Cost Fair ValueUnrealized

Gain

Mutual funds $ 102,296 $ 106,051 $ 3,755Common stocks 180,770 239,719 58,949Government bonds 70,080 69,754 (326)Exchange traded & close end funds 4,165 4,544 378

Total $ 357,311 $ 420,068 $ 62,756

(10) Subsequent Events:

Florida Association of the American Institute of Architects, Inc. has evaluated events and transactions for potential recognition or disclosure in the financial statements through June 16, 2015, the date which the financial statements were available to be issued. No subsequent events have been recognized or disclosed.


- 11 -


SUPPLEMENTARY INFORMATION

DECEMBER 31, 2014


Staff expenses:

Salaries and wages 457,040$

Insurance-medical and dental 39,985

Payroll taxes 33,512

Retirement 20,643

Auto expense, parking and other 6,943

Professional development 5,502Total staff expenses 563,625$

FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS, INC. SCHEDULE OF STAFF EXPENSES



Building:

Utilities 7,889$

Property taxes 8,048

Building repairs and maintenance 2,466

Depreciation 12,504

Total building 30,907

Operations:

Depreciation 10,652

Staff travel 35,169

Legal 11,039

Accounting, audit, and payroll services 13,250

Bank charges 22,403

Equipment repairs and maintenance 4,499

Telephone 6,149

Postage 3,430

Insurance - general 8,729

Equipment rental 7,286

Office supplies 4,213

Dues and subscriptions 4,082

Equipment purchases 1,272

Interest 1,278

Storage 1,243

Licenses and taxes 110

Printing 262

Miscellaneous 461

Total operations 135,527

Total headquarters expenses 166,434$

FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS, INC. SCHEDULE OF HEADQUARTERS EXPENSESFOR THE YEAR ENDED DECEMBER 31, 2014


President

First Vice President/

President Elect Secretary/ Treasurer

13 State Directors

Two Associate Director at

Large Four Vice Presidents

Task Force

Advocacy

Membership

Communicatons

Professional Development

Task Force

Task Force

Regional Representative (non-voting Ex

Officio)

Strategic Council (Maximum 15 members) Immediate Past President

(moderator) Maximum of Eight Association

Members Maximum Three Public Members Maximum Three Deans/Directors


FLORIDA ASSOCIATION

OF THE

AMERICAN INSTITUTE OF ARCHITECTS

BYLAWS

As adopted by the Membership at the 1977 Convention and amended in 1981, 1985, 1986, 1990, 1991, 1993, 2006, 2009 and 2011 at the annual meeting.


Contents ARTICLE I. THE ORGANIZATION ........................................................................................... 5

Section 1. Name ........................................................................................................................ 5 Section 2. Purposes ................................................................................................................... 5 Section 3. Composition ............................................................................................................. 6

ARTICLE II. MEMBERSHIP ....................................................................................................... 6 Section 1. Eligibility .................................................................................................................. 6 Section 2. Status of Members .................................................................................................... 7 Section 3. Termination of Membership..................................................................................... 7

ARTICLE III. MEETING OF THE ASSOCIATION ................................................................. 8 Section 1. Annual Meeting ........................................................................................................ 8 Section 2. Special Meetings .................................................................................................... 10 Section 3. Notice ..................................................................................................................... 10 Section 4. Rules of Order ........................................................................................................ 11 Section 5. Voting at Annual and Special Meetings ................................................................. 11 Section 6. Letter Ballots .......................................................................................................... 11 Section 7. Delegates to the American Institute of Architects Convention .............................. 11 Section 8. Waiver of Provisions of the Bylaws ....................................................................... 12 Section 9. Executive Session ................................................................................................... 12

ARTICLE IV. BOARD OF DIRECTORS ................................................................................. 12 Section 1. Membership ............................................................................................................ 12 Section 2. Election................................................................................................................... 13 Section 3. Duties of the President ........................................................................................... 14 Section 4. The First Vice President/President-elect ................................................................ 15 Section 5. Duties of the Vice Presidents ................................................................................. 15 Section 6. Duties of the Secretary/Treasurer ........................................................................... 16 Section 7. Removal of Officers ............................................................................................... 17 Section 8 – Vacancies of Officers ................................................................................................ 18 Section 9 Authority ................................................................................................................ 18 Section 10. Meetings ............................................................................................................. 19 Section 11 Rules of Order ........................................................................................................ 20 Section 12. Removal of State Directors ................................................................................. 20 Section 13. Board Suspension of an Officer’s Authority ...................................................... 20

Article V Strategic Council ....................................................................................................... 26 Section 1 Strategic Council .................................................................................................... 26

ARTICLE VI. ADMINISTRATIVE AND EXECUTIVE DEPARTMENT ............................. 27 Section 1. Executive Officer ................................................................................................... 27 Section 2. Duties of the Executive Vice President .................................................................. 27 Section 3. Functions of the Executive Vice President ............................................................ 28 Section 4. Assistants to the Executive Vice President ............................................................ 28

ARTICLE VII. COMMITTEES/TASK FORCES...................................................................... 28 Section 1. Structure ................................................................................................................. 28 Section 2. Nominating Committee ............................................................................................... 29 Section 3. Finance Committee ................................................................................................ 30


Section 4. Council of Past Presidents .......................................................................................... 31 Section 5. Other Standing Committees ................................................................................... 31 Section 6. Codes and Standards Technical Advisory Council .................................................... 31 Section 7. Operations ................................................................................................................... 32

ARTICLE VIII. FINANCIAL...................................................................................................... 32 Section 1. Fiscal Year.............................................................................................................. 33 Section 2. Member Dues ......................................................................................................... 33 Section 3. Termination of Membership for Non-Payment of Dues ............................................. 34 Section 4. Remissions of Fees and Dues ................................................................................. 34 Section 5. The Secretary/Treasurer is authorized to resolve questions relating to the applicability and calculations of dues. ......................................................................................... 34 Section 6. Contributions .......................................................................................................... 34 Section 7. Funds and Securities............................................................................................... 35 Section 8. Annual Budget........................................................................................................ 35

ARTICLE IX. AMENDMENTS ................................................................................................ 36 Section 1. Amendments Made by Meetings of the Association ............................................. 36 Section 2. Amendments Made by the Board ........................................................................... 36 Section 3. Title and Numbering .............................................................................................. 37

ARTICLE X. RESPONSIBILITY ................................................................................................ 37 ARTICLE I. THE ORGANIZATION .............................................................................................. 4

Section 1. Name ............................................................................................................................ 4 Section 2. Purposes ....................................................................................................................... 4 Section 3. Composition ................................................................................................................. 5

ARTICLE II. MEMBERSHIP........................................................................................................... 5 Section 1. Eligibility ..................................................................................................................... 5 Section 2. Status of Members ....................................................................................................... 6 Section 3. Termination of Membership ........................................................................................ 6

ARTICLE III.MEETING OF THE ASSOCIATION ........................................................................ 7 Section 1. Annual Meeting ........................................................................................................... 7 Section 2. Special Meetings .......................................................................................................... 9 Section 3. Notice ........................................................................................................................... 9 Section 4. Rules of Order ............................................................................................................ 10 Section 5. Voting at Annual and Special Meetings .................................................................... 10 Section 6. Letter Ballots .............................................................................................................. 10 Section 7. Delegates to the American Institute of Architects Convention ................................. 10 Section 8. Waiver of Provisions of the Bylaws .......................................................................... 11 Section 9. Executive Session ...................................................................................................... 11

ARTICLE IV.BOARD OF DIRECTORS ....................................................................................... 11 Section 1. Membership ............................................................................................................... 11 Section 2. Vacancies ................................................................................................................... 12 Section 3. Authority .................................................................................................................... 12 Section 4. Meetings ..................................................................................................................... 13 Section 5. Rules of Order ............................................................................................................ 14 Section 6. Removal of State Directors ........................................................................................ 14 Section 7. Board Suspension of an Officer’s Authority ............................................................. 14

ARTICLE V. OFFICERS OF THE ASSOCIATION ..................................................................... 14 Section 1. Election ...................................................................................................................... 14


Section 2. President ..................................................................................................................... 15 Section 3. The First Vice President/President-elect .................................................................... 16 Section 4. The Vice Presidents ................................................................................................... 16 Section 5. Secretary/Treasurer .................................................................................................... 17 Section 6. Removal of Officers ................................................................................................... 18

ARTICLE VI. EXECUTIVE COMMITTEE OF THE BOARD .................................................... 19 Section 1. Composition ............................................................................................................... 19 Section 2. Powers Delegated to the Executive Committee ......................................................... 19 Section 3. Decisions of the Executive Committee ...................................................................... 19 Section 4. Rules of Order ............................................................................................................ 20

ARTICLE VII.ADMINISTRATIVE AND EXECUTIVE DEPARTMENT .................................. 20 Section 1. Executive Officer ....................................................................................................... 20 Section 2. Duties of the Executive Vice President ..................................................................... 20 Section 3. Functions of the Executive Vice President ............................................................ 21 Section 4. Assistants to the Executive Vice President ............................................................ 21

ARTICLE VIII.COMMITTEES/TASK FORCES .......................................................................... 21 Section 1. Structure ..................................................................................................................... 21 Section 2. Nominating Committee ............................................................................................... 22 Section 3. Finance Committee .................................................................................................... 23 Section 4. Council of Past Presidents .......................................................................................... 24 Section 5. Other Standing Committees ....................................................................................... 24 Section 6. Codes and Standards Technical Advisory Council .................................................... 24 Section 7. Operations ................................................................................................................... 25

ARTICLE IX.FINANCIAL ............................................................................................................. 25 Section 1. Fiscal Year ................................................................................................................. 26 Section 2. Member Dues ............................................................................................................. 26 Section 3. Termination of Membership for Non-Payment of Dues ............................................. 27 Section 4. Remissions of Fees and Dues .................................................................................... 27 Section 5. The Secretary/Treasurer is authorized to resolve questions relating to the applicability and calculations of dues. ......................................................................................... 27 Section 6. Contributions.............................................................................................................. 27 Section 7. Funds and Securities .................................................................................................. 28 Section 8. Annual Budget ........................................................................................................... 28

ARTICLE X. AMENDMENTS ....................................................................................................... 29 Section 1. Amendments Made by Meetings of the Association ................................................. 29 Section 2. Amendments Made by the Board .............................................................................. 29 Section 3. Title and Numbering .................................................................................................. 30

ARTICLE XI.RESPONSIBILITY .................................................................................................. 30


ARTICLE I. THE ORGANIZATION

Section 1. Name a. The name of this organization is the Florida Association of the American

Institute of Architects, Inc., a non-profit incorporated, state organization chartered by the American Institute of Architects and the state of Florida; however excepting for reports to governments, property transfer, and transactions requiring legally correct identification, the name for common use may be contracted to: Florida Association of the American Institute of Architects, FA/AIA or AIA Florida.

b. In these bylaws the corporation is called the Association. The American

Institute of Architects is called the Institute. All chapters of the Institute in the state of Florida are called the Component(s).

c. Precedent documents for the Association are the Charter dated May 11, 1914

and the Articles of Incorporation dated October 7, 1976.

Section 2. Purposes a. The purpose of the Association shall be to organize and unite in fellowship the

architects of the state of Florida to combine their efforts so as to promote the aesthetic, scientific, and practical efficiency of the profession; to advance the science and art of planning and building by advancing the standard of architectural education, training, and practice; to coordinate the building industry and the profession of architecture to ensure the advancement of the living standards of our people through their improved environment and to make the profession an ever-increasing service to society.

b. The Association shall represent and act for its assigned membership and the

Components within the state on state matters. c. The Association may borrow and lend money and own property of all kinds,

movable and immovable and engage in other activities which may be incidental to any of the above purposes.


d. The Association may act as trustee for scholarship, endowments, or trust of philanthropic nature.

e. This enumeration of purposes shall not be construed as limiting or restricting

in any manner the power of this Association but the Association shall have all of the powers and authority which may be conferred upon non-profit corporations under the provisions of the laws of the state of Florida.

Section 3. Composition a. The Association shall consist of members of the Institute in its Component

organizations in the state of Florida. b. The domain of the Association is the state of Florida. c. The membership is organized into members, Board of Directors (herein called

the Board), officers, and the committees with dues, privileges, and classifications of membership; functions and responsibilities of the Board and committees; and the qualifications and duties of officers, all as set forth hereinafter.

ARTICLE II. MEMBERSHIP

Section 1. Eligibility a. All architect members, members emeritus, and associate members in AIA

Components in the state of Florida, shall automatically be members of the Association. AIA Florida allied members are members of the Association. Qualifications, admission requirements, and privileges of members are those stated in the Institute Bylaws.

b. A student in an architectural school or college in the state of Florida who is a

member of American Institute of Architects Students (AIAS). c. Honorary AIA Florida Member

1) A person of esteemed character who is not eligible for AIA membership in the Institute, but who has rendered distinguished service to the profession of


architecture or to the arts and sciences allied therewith may become an Honorary AIA Florida member. 2) The nomination of Honorary AIA Florida membership may be in writing by any member of the Board at any regular Board meeting. The written nomination shall be signed by the nominator and shall give the full name of the nominee, reasons for the nomination, the biography of the nominee, and history of attainments and qualification for the honor. When elected by two-thirds votes of the Board members, a certificate shall be presented on behalf of the Association.

3) An Honorary AIA Florida member shall be privileged to attend the annual meeting of the Association and speak and take part in the discussions on all matters except those related to the corporate affairs of the Association, but may not vote there nor pay dues.

d. Other Membership

Other types of membership may be created as the need arises and when permitted by the Institute.

Section 2. Status of Members a. The status of a member admitted prior to an amendment of the Bylaws relating

to the eligibility or qualification for membership shall not be changed because of the amendment.

b. The grant to and exercise and use by a member of the rights and privileges

vested in him by the Charter and Bylaws shall be conditioned upon the payment of dues to the Component, the Association, and the Institute.

Section 3. Termination of Membership a. AIA membership shall be terminated under the conditions prescribed in the

Institute Bylaws. b. Members of the Association, except Allied members, must maintain

membership in good standing in the Institute and the Component to which they are assigned.


c. Any member suspended or terminated by the Institute shall also be suspended

or terminated by the Association.

ARTICLE III. MEETING OF THE ASSOCIATION

Section 1. Annual Meeting a. There shall be an annual meeting of the Association. b. The Board shall fix time and place of the annual meeting if not fixed by the

preceding annual meeting. c. All members in good standing may discuss the business and debate the issues

brought before the annual meeting. The voting necessary to enact the business before the annual meeting shall be done by the Component delegates and the President of the Association in case of a tie vote. The officers of the Association shall conduct the business of the annual meeting

d. Delegates of the annual meeting shall be selected by each Component.

1) The number of delegate votes entitled to each Component shall be based on its number of architect members, member emeritus, and associate members in good standing with the Component, the Association, and the Institute 30 days prior to the annual meeting, as certified by the Secretary/Treasurer of the Association.

2) Each Component shall have two delegate votes for the first six and one additional delegate vote for each additional seven (or fraction thereof) such certified architect members, members emeritus, and associate members.

3) Each Component’s delegate votes will be equally divided among its accredited delegates. After accreditation, the delegate votes are not transferable.

Comment [BW1]: Removing unclear language.


4) The Secretary/Treasurer of the Association shall furnish Components with credential cards and these shall be certified by the President or Secretary of the Component that each delegate is in good standing with the Component, the Association, and the Institute.

5) The Board at a meeting held prior to the annual meeting of the Association shall elect three (3) architect members having the qualifications of delegates to act as the Credentials (or Tellers) Committee of the meeting. The Secretary/Treasurer, ex officio, shall act as Secretary of this Committee, and this Committee shall elect one of its members as its Chairperson. The term of office of every member of the Credentials Committee shall expire when the election results are final

e. An Annual Report shall be made in writing to the annual meeting by each of

the following: President, First Vice President, Secretary/Treasurer, Regional DirectorsRepresentatives, and Board. The report of the Board shall include such committee reports and special reports, as the Board deems advisable.

f. Approval at the annual meeting of the Annual Reports and the

recommendations contained therein shall constitute endorsement of the policies and proposals reflected by the reports.

g. New officers for the ensuing year shall be elected to succeed those whose

terms are about to expire and to fill vacancies.

1) Nominations shall be made during the business session of the annual meeting.

2) The Nominating Committee shall report its nominations to the annual meeting following which nominations may be made from the floor. If the Nominating Committee finds the member nominated from the floor eligible to hold office and his nomination is seconded by two accredited delegates from different Components, then he is nominated for office. 3) In the event no contest develops, the election may be declared by acclamation. 4) For contested elections, voting shall be by ballots made available to each delegate. A ballot box shall be open for voting for not less than two and no more than three hours after nominations have been closed.

Comment [BW2]: Changing nomenclature to reflect changes at National level.


5) The President shall announce the results of all balloting.

Section 2. Special Meetings a. A special meeting of the Association shall be held if a call, stating its purpose,

is made by any of the following:

1) The annual meeting, by concurring majority vote of the delegates.

2) The Board, by concurring two-thirds vote. 3) Not less than one-half of the Components, provided each such Component has obtained the concurring vote of not less than two-thirds of the membership of its governing body.

4) Written petition to the Board signed by not less than 25 percent of the total number of architect members, Members Emeritus and Associate Members in good standing of the Association.

b. Component representation shall be by delegate under the same rules

governing the conduct of the annual meeting. c. The number of delegates for each Component shall be the same as for the last

preceding annual meeting. d. A new Component chartered subsequent to the previous annual meeting shall

be entitled to delegate votes in accordance with the Secretary/Treasurer’s count of such Component’s architect members, members emeritus, and Associate Members in good standing 15 days prior to the special meeting.

Section 3. Notice Notice of the annual meeting or special meeting of the Association shall be served on each member of the Association by letter, electronic notice, or in an official publication of the Association. Notice of the annual meeting shall be served not less than 30 days before the opening session, and in case of special meeting, not less than 15 days before such meetings.

Comment [BW3]: Removing redundant language



Section 5. Voting at Annual and Special Meetings a. Voting shall be by affirmation, unless roll call is requested by a qualified

delegate, at which time a roll call vote of the delegation shall be taken. b. Each Component shall provide delegates to vote on Association business, but

Components shall not be required to vote as a unit. c. No Component may vote by proxy. d. An officer of the Association shall be entitled to vote only as a member of a

Component delegation except that the President shall have an independent vote in the event of a tie.

e. Minimum number of votes required for action. Unless these Bylaws otherwise

require, any action or decision of an annual meeting or other meeting of the Association shall be the concurring votes of the majority of the delegates voting, except that on a roll call vote any action or decision shall be by concurring vote of a majority of those accredited votes which are cast.

f. A quorum for a meeting of the Association shall consist of at least one

delegate from a two-thirds majority of the Components in the State.

Section 6. Letter Ballots No vote shall be taken by letter ballot.

Section 7. Delegates to the American Institute of Architects Convention The delegate representing the Association at the Annual Convention of the Institute shall be the President of the Association. Should the President be unable to attend,


the delegate representing the Association would be, in order of descending priority, the First Vice President/President-elect, the Secretary/Treasurer, or a State Director elected by the Board.

Section 8. Waiver of Provisions of the Bylaws Provisions of these Bylaws may be waived at any meeting for the transaction of any special business by a two-thirds roll call vote of the delegates present. When the special business has been consummated, the Bylaws shall be immediately in force again.

Section 9. Executive Session The Board and the Executive Committee may meet in Executive Session at any meeting to consider legal or confidential matters involving administration, personnel matters, or other items. Legal counsel may attend Executive Sessions unless the matter relates to the employment of counsel. All final decisions in Executive Sessions shall be recorded by the Secretary/Treasurer and included in the minutes of the meeting with notation of any dissent to any such decision.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Membership a. Each member of the Board shall be a member in good standing of the

Association. b. There shall be a Board and it shall consist of: 1) The Officers of the Association including the President, First Vice

President/President-elect, the Secretary/Treasurer, two Associate Directors at large and a total of Four Vice Presidents. With the exception of the Vice Presidents and Associate Directors at Large, the officers shall be architect members. .

Comment [BW4]: Removing reference to excom

Comment [BW5]: Updating officer language and allowing associates to run for VP positions


2) Two or moreOne state directors from each Florida Component as hereinafter provided. The state directors shall be architect members elected to two-year minimum terms by each Component at an election prior to September 30. a. Component state director elections shall be staggered in odd and even

years with AIA Jacksonville, AIA Space Coast, AIA Palm Beach, AIA Miami, AIA Florida Gulf Coast, AIA Gainesville and AIA Florida Northwest electing state directors for odd years and AIA Orlando, AIA Treasure Coast, AIA Fort Lauderdale, AIA Florida Southwest, AIA Tampa Bay and AIA Tallahassee electing state directors for even years. Upon adoption of these bylaws AIA Orlando, AIA Treasure Coast, AIA Fort Lauderdale, AIA Florida Southwest, AIA Tampa Bay and AIA Tallahassee will elect directors for a one-year term and AIA Jacksonville, AIA Space Coast, AIA Palm Beach, AIA Miami, AIA Florida Gulf Coast, AIA Gainesville and AIA Florida Northwest will elect state directors for a two-year term. Future elections will be held for two-year terms on the even and odd year pattern assigned herein.

b. Should a vacancy occur, the position shall be filled by the Component prior to the next board meeting.

a.c. State directors may serve two consecutive two-year terms.

3) The OneRegional Directors Representative of the Florida/Caribbean Region of the Institute as a non-voting ex-officio member.

4) The Immediate Past President, who shall be a member of the Board the year following his term as President.

5) An Associate Member of the Association who shall be elected biannually as a voting Associate Director-at-Large.

6) A Public Member - A public member shall be a non-architect voting member who is not employed by the Institute, Association, or a Component and shall be elected by the Board annually in accordance with the Rules of the Board.

Section 2. Election

Comment [BW6]: Changing state directors to one per component. Continuing September 30 deadline to elect state directors

Comment [BW7]: Setting staggered terms for state directors.

Comment [BW8]: Moved from previous location

Comment [BW9]: Added language allowing state directors to be re-elected.

Comment [BW10]: Making a Regional Representative a non-voting, ex-officio member of the board.

Comment [BW11]: Removing immediate past president from the board.

Comment [BW12]: Removed. Associate directors terms are addressed later in section

Comment [BW13]: Public member is no longer a member of the board


a. The Officers of the Association shall be elected by a majority vote of accredited delegates present and voting at the annual meeting as described herein.

b. The President shall not be elected directly, but shall assume office by


c. The Secretary/Treasurer shall be eligible for re-election for one additional term. d. The Vice Presidents shall be eligible for re-election for one additional term. e. The Vice Presidents will be elected to two-year staggered terms. f. Two Associate Members of the Association who shall be elected for two-year

staggered terms as voting Associate Directors-at-Large. g. All terms of office shall begin with the calendar year. h. Any or all Officers shall hold office until their term expires or their successors


i. Only such architect members who have been officers or who served on the


j. An Officer whose term will not have expired in the coming year, who


Section 3. Duties of the President

Comment [BW14]: Moved from another section and added “for one additional term” language.

Comment [BW15]: Added language allowing VPs to be re-elected for one additional term

Comment [BW16]: Moved from another section

Comment [BW17]: New definition of Associate Directors election



a. The President shall be the governing head of the Association and shall exercise general supervision of its businesses and affairs, except such thereof as are placed under the administration and supervision of the Secretary/Treasurer, and that person shall perform all the duties incidental to the office and those that are required to be performed by law, the Component, these Bylaws, and those that are properly delegated by the Board.

b. The President shall preside at all meetings of the Association and the Board. c. The President shall serve a term of one year.







Section 5. Duties of the Vice Presidents a. Duties of the Vice President: Each Vice President shall be a liaison to the

Board for the committees/task forces assigned. Each shall serve as a voting ex officio member to each of these committees.

Each Vice President shall report on interim activities at each Board meeting and shall issue a written report to the Secretary/Treasurer for usage in the Annual Report of the Board. As requested, each Vice President shall make recommendations to the President and/or Vice President/President-elect on behalf of the committee chairman and task forces as assigned.


b. Scope of Vice Presidents: The actual committees assigned to each Vice President shall be determined by the President in conformity with the Rules of the Board.


terms.

Section 6. Duties of the Secretary/Treasurer a. General Duties of the Secretary/Treasurer: The Secretary/Treasurer shall be an

administrative officer of the Association. The Secretary/Treasurer shall act as its recording Secretary and its Corresponding Secretary and as the Secretary of each meeting of the Association, the Board shall exercise general supervision of the Association’s financial affairs, shall have charge of the records and books of account thereof; shall assist the Finance Committee to prepare the budget, collect amounts due the Association and shall have custody of its securities, funds, and monies making the disbursements of the Association there from; shall have charge of all matters relating to insurance, taxes, bonds, instruments, and papers involving financial transactions; shall sign all instruments of the Association whereon signature is required; shall perform other duties usual and incidental to his/her office and the duties that are required to be performed by the law, the Charter, these Bylaws, and the duties properly assigned by the Board.



2) Issue Notices: Shall be responsible for the preparation and issuance of all notices and all calls and notices of all meetings of the Association and the Board.



Section 8 – Vacancies of Officers Should a vacancy occur, the position shall be filled by an appointment made by the Board of Directors to serve the remainder of the term.

7) Ex Officio Voting Members

(a) Deans, or in the absence of the dean, department chairpersons of NAAB accredited schools or colleges of architecture in Florida.

(b) Such other ex officio members as the Board may from time-to-time approve.

c. The State Director(s), representing a Component, shall be elected to two-year

minimum staggered terms by each Component at an election prior to September 30 of each year.

The number of State Directors for each Component shall be based on the number of Architect Members, Associate Members and Members Emeritus of the Institute in the various Components as determined by the membership roster as of July 1 of the current year. The distribution of State Directors to be elected by Components shall be as described in the Rules of the Board. Each Component shall have a minimum of two State Directors and one Alternate Director.

Section 2. Vacancies Vacancy of a State Director on the Board shall be filled by the Component prior to the next Board meeting.

Section 39. Authority a. The Board shall manage, direct, control, conduct, and administer the property,

affairs, and business of the Association, and between annual meetings, within the appropriations made therefore, put into effect all general policies, directives, and instructions adopted by the Association at a meeting of the Association.

Comment [BW20]: Added language to address filling vacancies

Comment [BW21]: Removed from bylaws. Deans/Directors included in Strategic Council.

Comment [BW22]: Moved to another section

Comment [BW23]: Removed from bylaws

Comment [BW24]: Moved to another section


b. The Board shall issue such bulletins and publications to its members and to others as determined by the Board.

c. The Board shall establish and adopt rules and regulations supplementing, but

not in conflict with the Institute and these Bylaws, to govern the use of the property, name, initials, symbol and insignia of the Association and to govern affairs and business of the Association. The rules may be amended at any time by two-thirds standing vote of the Board of Directors

d. Each State Director, or Alternate Director in the absence of the State Director,

shall be presumed to convey to the Board the actions and request of the Component represented.

Section 10. Meetings a. Regular Meetings: The Board shall hold at least four regular meetings each

year as described in rule except that:.

1) A regular meeting shall be held immediately preceding the opening of the annual meeting and another meeting within 60 days after the beginning of the new fiscal year. At least two other meetings shall be fixed by the Board for time and place.

22) A simple majority of the members of the Board shall constitute a quorum and all decisions shall be made by concurring vote of not less than a majority of those members present. In the case of a tie, the President shall vote.

b. Special Meetings: A special meeting of the Board may be called by notice by

the President, or by a majority of the officers, or by six members of the Board.

Time and place for the Special Meeting shall be fixed by the person or persons calling the meeting.

c. Notices and Minutes

1) Notice of each meeting of the Board shall be sent in writing by the Secretary/Treasurer to each member of the Board at least 10 days before the date fixed by the meeting.

Comment [BW25]: Added language from rules to clarify amendment process for rules.


Comment [BW27]: Removed from bylaws allowing flexibility for virtual meetings


2) Minutes of the meeting of the Board shall be recorded by the Secretary/Treasurer and approved by the Board in its succeeding meeting. 3) Provisions of these Bylaws may be waived at any meeting for the transaction of any special business by a two-thirds roll call vote of the members present. When the special business has been consummated, the Bylaws shall be immediately in force again

Section 511 Rules of Order All meetings shall be conducted in accordance with Robert’s Rules of Order, latest edition.

Section 612. Removal of State Directors a. Any State Director who misses two consecutive meetings in a term shall

automatically be removed as a State Director and the Component will be charged with appointing a successor to fill the balance of the term, unless the absence is excused in writing for good cause by the Association President in advance.

b. Any State Director may be removed for or without cause by affirmative vote

of those entitled to elect the State Director to office.

Section 713. Board Suspension of an Officer’s Authority The authority of an officer to act may be suspended by the Board for cause, but such action shall not be taken if more than one Board member votes against it. Voting shall be by secret ballot and any such officer shall have the opportunity to address the Board prior to the vote, but the Board’s action shall be final.

ARTICLE V. OFFICERS OF THE ASSOCIATION

Section 1. Election

Comment [BW28]: Added to allow Board to call meeting for an emergency or necessary business which allows board action in extraordinary circumstances.


a. The Officers of the Association shall be elected by a majority vote of accredited delegates present and voting at the annual meeting.

b. The Officers of the Association and the Board shall consist of a President,

First Vice President/President-elect, Immediate Past-President, Secretary/Treasurer, the Associate Director-at-Large, and Vice Presidents. The number of Vice Presidents shall be determined by the Board. With the exception of the Associate Director-at-Large, officers shall be Architect Members. All officers shall be elected by the membership of the Association at the annual meeting as designated herein.

c. The President shall not be elected directly, but shall assume office by


d. The Secretary/Treasurer shall be eligible for re-election. e. All terms of office shall begin with the calendar year. f. Any or all Officers shall hold office until their term expires or their successors


g. Only such architect members who have been officers or who served on the


h. An Officer whose term will not have expired in the coming year, who


Section 2. President a. The President shall be the governing head of the Association and shall

exercise general supervision of its businesses and affairs, except such thereof


as are placed under the administration and supervision of the Secretary/Treasurer, and that person shall perform all the duties incidental to the office and those that are required to be performed by law, the Component, these Bylaws, and those that are properly delegated by the Board.

b. The President shall preside at all meetings of the Association and the Board

and shall be Chairperson of the Executive Committee. c. The President shall serve a term of one year.







Section 4. The Vice Presidents a. Duties of the Vice President: Each Vice President shall be a liaison to the

Executive Committee and the Board for the committees/task forces assigned. Each shall serve as a voting ex officio member to each of these committees.

Each Vice President shall report on interim activities at each Executive Committee meeting and Board meeting and shall issue a written report to the Secretary/Treasurer for usage in the Annual Report of the Board. As requested, each Vice President shall make recommendations to the President and/or Vice President/President-elect on behalf of the committee chairman and task forces as assigned.


b. Scope of Vice Presidents: The actual committees assigned to each Vice President shall be determined by the President in conformity with the Rules of the Board.


terms.

Section 5. Secretary/Treasurer a. General Duties of the Secretary/Treasurer: The Secretary/Treasurer shall be an

administrative officer of the Association. The Secretary/Treasurer shall act as its recording Secretary and its Corresponding Secretary and as the Secretary of each meeting of the Association, the Board, and the Executive Committee; shall exercise general supervision of the Association’s financial affairs, shall have charge of the records and books of account thereof; shall assist the Finance Committee to prepare the budget, collect amounts due the Association and shall have custody of its securities, funds, and monies making the disbursements of the Association there from; shall have charge of all matters relating to insurance, taxes, bonds, instruments, and papers involving financial transactions; shall sign all instruments of the Association whereon signature is required; shall perform other duties usual and incidental to his/her office and the duties that are required to be performed by the law, the Charter, these Bylaws, and the duties properly assigned by the Board.



2) Issue Notices: Shall be responsible for the preparation and issuance of all notices and all calls and notices of all meetings of the Association, the Board, and the Executive Committee.












Comment [BW29]: Entire article moved to another article


ARTICLE VI. EXECUTIVE COMMITTEE OF THE BOARD

Section 1. Composition There shall be an Executive Committee of the Board composed of the President, the First Vice President/President-elect, the Secretary/Treasurer, the Vice Presidents, the Associate Director-at-Large, and the Immediate Past President who shall serve on the Executive Committee the year following the term as President.

Section 2. Powers Delegated to the Executive Committee The Executive Committee shall have full authority, right, and power to act for the Board during periods between Board meetings on all matters except that it shall not:

1) Adopt a general budget 2) Change the policies, Rules of the Board, or the Bylaws 3) Make an award of honor 4) Purchase, sell, lease, or hypothecate any real property 5) Form an affiliation 6) Fix assessments and annual dues

However, it shall be allowed to act for the Board on any of the foregoing accepted matters which have been delegated specifically to it by two-thirds vote of the Board.

Section 3. Decisions of the Executive Committee a. The President, who shall be the Chairperson of the Executive Committee,

shall fix the time and place for the meeting of the Executive Committee. b. A simple majority of its members is a quorum and shall be necessary in order

to transact business at a meeting. c. The Executive Committee, in order to transact business, may meet in person

or conduct its business via telephone conference calls. d. The actions of the Executive Committee shall be recorded in minutes and

ratified by the Board at its meeting following such action. Comment [BW30]: Executive Committee language removed from bylaws.



Article V Strategic Council

Section 1 Strategic Council a. There shall be a Strategic Council composed of the immediate past president

of the Association and a maximum of eight association members, a maximum of three public member subject matter experts and as it is the desire of AIA Florida to regularly collaborate with the Deans and Directors of the NAAB accredited Schools of Architecture across the state of Florida, preference will be given to any Dean/Director volunteering to actively serve in this capacity but shall be limited to three total appointments.

b. The Strategic Council shall be nominated by the immediate past president, president and president-elect and presented to the Board of Directors for approval at the last board meeting of the year.

c. Members of the Strategic Council shall serve for a term not to exceed one year. Members may be reappointed.

d. The immediate past president shall serve as the moderator of the council.

e. The Strategic Council may meet once in person and in special meetings by virtual and other similar means as needed in order to conduct its business.

f. Purpose of the Strategic Council shall be to advance the profession of architecture by informing the Board of important professional issues and opportunities. It shall have the following responsibilities

1. Identify issues and opportunities for the Association’s consideration; 2. Conduct a rigorous process to survey the profession and the

environment to identify conditions, opportunities and threats in order to help guide the Association’s planning process;

3. Develop and recommend public positions on behalf of the Association for consideration and potential action by the Board;

Comment [BW31]: Moved and appears in meetings article


4. Propose for Board approval, such committees, ad hoc workgroups and task forces as it deems appropriate to advance the Association’s purpose.

ARTICLE VII. ADMINISTRATIVE AND EXECUTIVE DEPARTMENT

Section 1. Executive Officer a. The administrative and executive offices shall be in the charge of an executive

officer, who shall be known as the Executive Vice President (EVP). The EVP shall be employed by and shall report to the Board.

b. The EVP shall be the Assistant Treasurer and shall perform such duties in this

capacity as the Treasurer may direct and under direct supervision.

Section 2. Duties of the Executive Vice President a. The EVP shall be and act as the chief executive officer of the Association, and

as such shall have general management of the administration of its affairs, subject to the general direction and control of the Board and supervision of Officers of the Association.

b. The EVP also shall: 1) Implement programs under the various departments and coordinate all

inter-department affairs. 2) Be the officer in whom the Board shall place the responsibility for carrying

out its general policies. 3) Maintain contacts with other professional societies particularly those in the

fields allied to architecture and with trade associations in the construction industry so that the EVP may be constantly informed as to the activities in those fields, extending the cooperation of the Association as circumstances may warrant.

Comment [BW32]: Added to define Strategic Council


Section 3. Functions of the Executive Vice President a. Administrative Functions: The EVP shall direct the administrative functions

of the Association office as provided in Article VII of the Bylaws. The EVP shall serve as chief executive officer of the Association in charge of the administrative and executive offices, and shall maintain liaison with professional societies. The EVP will limit employment to the Association.

b. Editorial Functions: The EVP shall be responsible for the publications of the

Association, including the official journal and carrying out Board directives. c. Legislative Functions: The EVP shall establish continuing and effective

relationships with the Florida Legislature, carrying out Board directives and shall serve as legislative representative for the Association on a continuing basis, with such specialized legal assistance as may be necessary from time to time.

d. Legal and Accounting Function: shall coordinate legal and accounting

functions of the Association as required, acting to carry out directives of the Board.

e. Liaison Functions with State Board: shall establish and maintain effective

liaison with the Florida Board of Architecture and Interior Design subject to the direction and control of the Board and supervision of the officers of the Association.

Section 4. Assistants to the Executive Vice President The employment of assistants to the EVP shall be in accordance with the Rules of the Board.

ARTICLE VIII. COMMITTEES/TASK FORCES

Section 1. Structure The Association committees/task forces are for specific short-term activities of the Association and standing committees, established by these Bylaws of two types:


a. Association standing committees which serve the special needs of the

Association and cooperate with similar committees of the Ccomponents or the Institute located in the state of Florida.

1) Association standing committees shall be a Nominating Committee, Finance Committee and other standing committees as shall be appointed by the President and approved by the Board to conduct the affairs of the Association.

The membership of these committees shall be selected by the President from the membership according to these Bylaws and Rules of the Board.

2) The First Vice President/President-elect’s recommendations for committee chairpersons for the following fiscal year shall be presented to the Executive Committee at its next meeting for approval and advice, and then ratified by the Board at its next regular meeting.

b. Task forces may be created by the President or by the Board. When created

by the President, the Board at its next meeting thereafter shall review such action and may continue or discontinue such committees, or make changes in membership, as it may deem proper.

1) Task forces shall expire with the fiscal year, but may be recreated to continue to function into the following fiscal year. 2) Chairpersons and members for task forces shall be appointed from the membership and their terms shall expire with the task force.

3) The President may, at any time, discontinue task forces, alter classifications, or make any changes in the personnel of special membership and Association standing committees and report such action to the Board at its next meeting.

Section 2. Nominating Committee a. There shall be a Nominating Committee whose duty shall be to nominate

members in good standing with the Institute, the Components, and the



Association qualified to become officers in the Association for each of the offices about to be vacated.

b. The Nominating Committee shall be composed of the immediate past

president of the Association as Chairman and four members-at-large of the Association appointed by the President of the Association. The four members-at-large should represent separate geographical areas of the state and their appointment shall be ratified by the Board.

c. The Nominating Committee shall review the qualifications of persons eligible

to serve as officers, shall prepare a slate of names for the offices to be filled, shall file these names with the Secretary/Treasurer of the Association not less than 90 days prior to the date of the annual meeting, and shall place all qualified names in nomination at the first business session of the annual meeting.

d. The committee shall place in nomination a minimum of one name for each

office to be filled. An attempt shall be made to have the officers of the Association representative of separate geographical areas of the state.

e. The powers of the committee shall terminate with the adjournment of the

annual meeting.

Section 3. Finance Committee a. There shall be a Finance Committee whose duty shall be to prepare the annual

budget for the Board, to establish and confirm a strategic business plan which supports the Association’s strategic plan for the Board, and to recommend fiscal policies for adoption by the Association.

b. The committee shall consist of four members who are serving or have served

as a State Director or who have held office in the Association, appointed by the President with the Board approval, to serve three years staggered terms. The First Vice President/President-elect shall automatically serve as Chairperson. The Secretary/Treasurer shall serve as a non-voting ex officio member.


c. The annual budget for the upcoming fiscal year shall be presented in draft for the Executive Committee and Board meeting at the last Board meeting of the year.

d. The final recommended budget shall be prepared for Board approval at the

first meeting of the Board in the new fiscal year. e. The committee shall provide for long-range fiscal planning for the Association

and recommend policies related to funding investments, travel, expense accounts, control of service projects, supplemental income, and other financial matters which will enhance the Association’s financial stability and accrue benefits to the members and the total profession, present and future.

Section 4. Council of Past Presidents a. There shall be a Council of Past Presidents consisting of all past presidents of

the Association. b. The Council of Past Presidents shall meet when called by the President. c. The Council shall give advice and counsel to the President and shall perform

such particular duties related to the Association or the profession best done by a prestigious group as the President requests and the Council agrees to perform.

Section 5. Other Standing Committees There shall be established by the Association President, with concurrence of the Board, sufficient standing committees to carry out the business of the Association. Specifically, committees shall be established under the jurisdiction of each Vice President.

Section 6. Codes and Standards Technical Advisory Council

a. There shall be a Codes and Standards Technical Advisory Council (C-STAC).

b. The Council will review and evaluate proposed changes to building codes and standards, and provide recommendations to the AIA Florida Board of

Comment [BW34]: Removing Excom reference


Directors and standing Board Committees of the Board on policy and strategy related to the same.

c. C-STAC shall consist of both members and other subject matter experts, but shall always be chaired by an AIA Florida architect member and consist of a three-fifths majority of AIA Florida architect members.

d. Meetings shall be called by the Chair with the consent of President

Section 7. Operations a. The Secretary/Treasurer shall notify the chairmen and members of the various

committees of the names and addresses of their respective committee members and their various assignments.

b. The President shall be an ex officio member of all committees, and the

Secretary/Treasurer may act as Secretary for the committee if so selected by the committee.

c. Committees have the right to request and receive all information and records

in possession of the Association and necessary to discharge the duties assigned them.

d. The majority of members of a committee shall constitute a quorum. Findings,

recommendations, and actions of a committee shall be made according to the concurring vote of the majority of members present at a committee meeting.

e. No committee nor any member or chairman thereof shall incur financial

obligations unless funds are available in its appropriation and it is authorized to do so by the Board. No committee nor any member or chairman shall commit the Association orally or otherwise on any matter unless specifically authorized to do so by the Board.

f. When their time expires, committee chairmen and members shall transmit to

their successors all information and records necessary to continue the work of the committees.

ARTICLE IXVIII. FINANCIAL


Section 1. Fiscal Year The fiscal year of this Association shall be the calendar year.

Section 2. Member Dues a. Annual dues equal to pro-rata share required to defray expenses of the

Association for the ensuing fiscal year shall be recommended by the Board and determined and fixed by the annual meeting.

b. Each member shall contribute annual dues in an amount determined by the

annual meeting. c. Obligation to Report on and Liability for Payment on Firm Dues:

1) Reporting: In addition to the requirement that each architect member pay member dues, also required, on a report form provided by the Association, as to whether or not there is an obligation to pay firm dues. Failure to report may result in the termination of membership.

2) Payment: If a member has an obligation to pay firm dues, then such dues shall be paid by the member or by another on behalf of the member. Failure to do so will result in the termination of membership. 3) Obligation to pay Firm Dues:

(a) A member representing a firm will be required to pay firm dues on a date to be established by the Executive CommitteeBoard and as required by the Rules of the Board.

(b) For the purpose of this dues structure, the following definitions apply:

Firm - Any entity offering architectural and/or architecturally related services, regardless of ownership, in which an architect member of this Association is employed. This would include, but is not limited to, sole proprietorship, partnership, professional associations, corporations, development-type firms, chartered groups, or other type of organizations. Not included would be government organizations.

Comment [BW35]: Removing Excom reference


d. Member Emeritus: Members who have been granted Emeritus status are not

required to pay regular or firm dues. Such persons may receive Association mailings for the payment of a charge established in the Rules of the Board.

Section 3. Termination of Membership for Non-Payment of Dues a. Default

1) Member Dues of every member for the current calendar year are due and payable on or before January 15 of each year.

2) Every member who has not paid in full Member Dues owed for the current year shall be considered in default and terminated upon the Institute’s determination.

Section 4. Remissions of Fees and Dues a. The Secretary/Treasurer in consultation with the Association EVP and

Institute Secretary in exceptional instances and for what is deemed adequate cause, may remit the admission fee to AIA membership or the dues to be paid by any member of the Association, in whole or in part.

b. The Secretary/Treasurer may waive from year to year the annual dues of any

member of the Association who is actively engaged in the military, naval, aviation or maritime service of the United States of America and for a period of six months after the return to civilian life.

Section 5. The Secretary/Treasurer is authorized to resolve questions relating to the applicability and calculations of dues.

Section 6. Contributions The Board at any regular meeting by a concurring vote of two-thirds of the members present, or at any special meeting called thereof, may authorize the raising of, and thereupon raise money by, voluntary contributions from its members in addition to


annual dues for any designated special purpose consistent with the objectives of the Association and prescribe the manner in which such contributions shall be collected. Non-payment of contributions shall not abridge, suspend, or terminate the privileges and rights of any member.

Section 7. Funds and Securities a. All money received by the Association shall be promptly deposited in their

original form in a depository approved by the Board. b. Every disbursement of money, in excess of $5,000, shall be by check of the

Association signed by the EVP and countersigned by the Secretary/Treasurer or any officer designated by the Board.

c. The Secretary/Treasurer shall establish petty cash accounts as authorized by

the Board. These funds shall be disbursed for the usual petty cash purposes by the person named in the Board’s authorization of the account. Statements of expenditures shall be duly recorded and the expenditures approved by the Secretary/Treasurer before the account is replenished.

d. Reserve or funds in excess of required operating funds shall be deposited by

the Secretary/Treasurer in an interest-bearing depository approved by the Board. When authorized by the Board, such funds may be invested in short-term government or municipal bonds or equivalent securities.

Section 8. Annual Budget a. The Board shall adopt an annual budget at its first meeting each year by a

concurring vote of not less than two-thirds of its membership present. The budget shall show in detail the anticipated income and expenditures of the Association for the fiscal year.

b. Unless authorized and directed to do so at an annual meeting or special

meeting of the Association, the Board shall not adopt any budget, make any appropriations, or authorize any expenditure, or in any way obligate or incur obligation for the Association which, in the aggregate of any fiscal year, exceeds the estimated income of the Association for such year.


ARTICLE IX. AMENDMENTS

Section 1. Amendments Made by Meetings of the Association The Articles of Incorporation and Bylaws of the Association may be amended at any annual meeting of the Association provided: a. Notice of proposed amendment(s) is sent to each member not less than 30

days prior to the date of the meeting at which the proposed amendment is to be voted on. A copy of the proposed amendment shall be posted to the website or other electronic site for review or a written copy shall be provided upon member request.

b. Voting shall be by roll call only and shall require the concurring vote of not

less than two-thirds of the total delegate votes present at the meeting. c. Every resolution or motion of this Association amending its Articles of

Incorporation or Bylaws shall state that it will become effective only if and when it is approved by the Institute.

d. Immediately following adoption of such resolution or motion, the

Secretary/Treasurer shall submit a copy of the amendment and the resolution to the Secretary of the Institute requesting Institute approval. Upon receipt of such approval, the Secretary/Treasurer shall enter the amendment and record its approval in the proper place in the documents with the date of the amendment and its approval.

Section 2. Amendments Made by the Board The Board, unless the statutes forbid, may amend any provision of these Bylaws as may be necessary to conform to Institute Bylaws or applicable laws when the Association fails to enact amendments made by the Institute. Each amendment made by the Institute shall have the same force and effect as if made by the Association and shall be effective immediately on receipt of the notice of the Secretary of the Institute containing the amendment. The Secretary/Treasurer shall enter such amendment in the proper place in these Bylaws and notify the Components of the change.


Section 3. Title and Numbering The Secretary/Treasurer may rearrange, re-title, renumber, or correct obvious errors in the various articles, sections, and paragraphs of these Bylaws as becomes necessary.

ARTICLE XI. RESPONSIBILITY The Association shall not be responsible for any vote or statement of its officers or members nor be pledged or bound in any manner except by the approval of the Board in conformity with these Bylaws.


RESTATEMENT OF

ARTICLES OF INCORPORATION

OF


(A Corporation Not for Profit)

ARTICLE I

The name of this corporation shall be the “Florida Association of the American Institute

of Architects, Inc.” Its principle office is located at 104 E. Jefferson Street, Tallahassee, Florida

32301.

ARTICLE II

The purposes of the Association shall be as follows:

A. To organize and unite in fellowship the architects of the State of Florida to

combine their efforts so as to promote the aesthetic, scientific and practical efficiency of the

profession; to advance the science and art of planning and building by advancing the standard of

architectural education, training, and practice; to coordinate the building industry and the

profession of architecture to insure the advancement of the living standards of our people

through their improved environment; and to make the profession of ever-increasing service to

society; and

B. To function as the statewide representative of and unifying body for the various

Chapters and Sections of the American Institute of Architects chartered within the State of

Florida on matters of statewide and regional interest affecting architecture.


ARTICLE III

The Association shall have all of the powers and authority which may be conferred upon

non-profit corporations under provisions of the laws of the State of Florida. Such powers shall

include the ability to act as trustee for scholarships, endowments, or trusts of philanthropic

nature.

ARTICLE IV

MEMBERSHIP

All architects who are members in good standing of a Chapter or Section of the

American Institute of Architects shall be eligible for membership in this Association in such

membership classifications and upon compliance with such membership qualifications as are

provided in the Bylaws of this Association.

Eligibility for membership as an Architect Member, Member Emeritus, Associate

Member, AIAS Student Member, Honorary Associate Member, Honorary AIA Florida member

or other classification shall be based upon compliance with such qualifications as are provided in

the Bylaws of this Association.

ARTICLE V

BOARD OF DIRECTORS

There shall be a Board of Directors with duties as outlined in the Bylaws. The members

of the Board shall be elected to serve for such term or terms as specified in the Bylaws, which

shall also specify the number of members and any conditions or qualifications for eligibility to

serve as a director as well as reasons or grounds for termination.


ARTICLE VI

AMENDMENT OF ARTICLES

The Articles of Incorporation of the Association may be amended in accordance with the

provisions of Chapter 617, Florida Statutes.

ARTICLE VII

REGISTERED AGENT AND OFFICE

The registered Agent is J. Michael Huey and the registered office address is 301 South

Bronough Street, Suite 600, Tallahassee, Florida.

ARTICLE VIII

EXISTENCE

This Association shall exist perpetually unless voluntarily dissolved according to

law. Upon dissolution, no part of the funds or property of this Association shall be distributed to,

or among its members but, after payment of all indebtedness of the Association, its surplus funds

and properties shall be used to further the objectives and purposes of architecture as the then

governing body of this Association may determine.

WITNESS the hands and seals of the incorporators at __________________ County,

Florida, this ____ day of _____________, 20___.

____________________________________ (SEAL)

____________________________________ (SEAL)

____________________________________ (SEAL)


Report of the Credentials CommitteeBased on Active AIA/Assoc/Emeritus Members as of June 30, 2015Annual Meeting taking place July 30, 2015, Boca Resort and Club, Boca Raton, FL

TOTAL Weighted Number ofChapter AIA Assoc. Emeritus AIA/Assoc/Emeritus Vote DelegatesAIA Ft. Lauderdale 111 47 22 180 6 27AIA Gainesville 47 10 12 69 2 11AIA Florida Gulf Coast 77 38 38 153 5 23AIA Jacksonville 197 47 43 287 9 42AIA Miami 419 208 75 702 22 101AIA Florida Northwest 89 13 8 110 3 17AIA Orlando 430 105 54 589 18 85AIA Palm Beach 184 36 41 261 8 38AIA Florida Southwest 99 22 27 148 5 22AIA Space Coast 41 12 7 60 2 10AIA Tallahassee 55 17 20 92 3 14AIA Tampa Bay 370 94 47 511 16 74AIA Treasure Coast 46 4 18 68 2 11TOTAL AIA FLORIDA 2165 653 412 3230 100 475

Number Active


Candidate for First Vice President/President-elect (2017 President)

Joyce Owens, AIA, RIBA

A University of Notre Dame grad, left her London-based practice after 15 years in the UK and relocated to southwest Florida in 2004.

• AIA Florida Vice-President of Communications 2014-15. State Director since 2011, involved on a variety of task committees

• Trustee of the Florida Foundation of Architecture, 2014 Vice President

• Under my leadership, we have created a new website for AIA Florida as well as the Foundation, were instrumental in leading the People's Choice Award Campaign, and revamped the direction of Florida/Caribbean Architect Magazine with ongoing efforts to review content.

• 2010 President of the AIA FlaSW (2010 AIA Florida Chapter Pullara Award)

• 2011 Recipient of the AIA FLaSW's highest recognition, the W.R Frizzell Award - for making a profound impact on the architectural profession and the community

• Director of architectural practices the UK and Southwest Florida - both garnering attention and international publicity for award winning buildings & designs appropriate for their place

• London practice named in the 13 Top Emerging Architectural Practices in the UK Architectural Review - April 2002

• Fort Myers News-Press Columnist • Architectural Travel Expert (Writer/Contributor) - USA Today's 10Best • In 2011, curator of the exhibit "SWFL MCMO: Mid-Century Modern in Southwest Florida". • Guest Contributor to Sarasota Architectural Foundation •

Philosophy

The American Architectural Foundation, succinctly sums up my philosophy, "educate the public about the power of architecture to improve lives and transform communities".

In my role as Communication VP for AIA Florida, in a parallel position with the Foundation as well as with my chapter, my focus has been to improve how we communicate with each other and the public.

The modern world's global complexities inevitably fragment our profession. Concerned that developer and builder-led buildings are responding neither to the client nor the region, my goal is to raise awareness of good design encouraging the community to expect architects, developers and builders to build more appropriately.

We must tackle tangible design issues: suitability, sustainability, adaptability, energy, technology, building science as well as educate potential clients, community leaders and the public on the benefits of good design or lose the battle as leaders and problem solvers.

I see my responsibilities as president:

• continue my commitment promoting our profession paralleling AIA's campaign to raise public awareness about the value of architects

• provide fresh leadership following State Governance Change • promote and support the Core Services Initiative • maintain the momentum of reconnecting with Emerging Professionals • embrace the Advocacy Efforts necessary to make the right decisions for the profession


Candidate for Vice President 2016-2017 (two positions for two-year terms)

Virgil Campaneria, AIA

Virgilio "Virgil" Campaneria, vice president of HKS Architects in Miami and member of the AIA Florida Board, has been practicing architecture since 1992 and has been a leader in the AIA at local, state, and national levels.

In 1998, Virgil developed the ARE Preparation Program, which is now the state and national model and has resulted in hundreds of young architects getting licensed. The program received the AIA National Component Excellence Award in 2004.

Virgil represented Florida at the AIA National level as Regional Director of Young Architects Forum (YAF) from 2007-2009, disseminating information to young architects about national and regional activities and local resources.

His most recent AIA initiative won the 2015 AIA National Component Excellence Award. The Gubernatorial Appointment Toolkit or (GAP) is the first program that works to place more than 250 architects on key seats of boards throughout the state.

Additional recognitions include: Citizen Architect Class of 2014, 2014 AIA Miami H. Samuel Kruse Silver Medal for Service, 2013 and 2012AIA Miami State Director Award, 2015 and 2011 AIA Florida Component Excellence Award, 2011 AIA Miami

President Award of Appreciation, 2005 AIA Miami Outstanding Young Architect, and 2004 AIA Florida Associate Member of the Year Award.

Philosophy

Virgil's philosophy on active architectural engagement and mentorship truly reaches beyond the architectural community. One of Virgil's goals has been to promote not only the architectural profession, but to encourage civic and architectural programs to engage the local community. He has spent decades serving the local community through educational institutions, charitable endeavors, and public service. His community engagement includes Assistant Troup Leader with the Boy Scouts of America, charity fundraiser, first responder with the US Air Force Reserves, and much more.

Virgil believes that the best way to mentor and develop our young professionals is to lead by example. As architects, each of us has a responsibility to pass along our good and bad experiences so those who follow can learn from both our victories and our mistakes.

Virgil continues to play a major role in encouraging the licensure of interns and associates as registered architects in our state. He promotes the industry while empowering architects to take advantage of leadership positions and have a voice in how we as architects shape future legislative measures.

Virgil's philosophy can be summed up with this phrase:

"WE are the AIA.The organization can only be what WE make it, through active leadership and mentoring."



David Alan Hugglestone, AIA, NCARB

Originally from Maryland, David Hugglestone came to the Sunshine State in 1990. His education includes a Bachelor of Business Administration in Marketing from University of Miami and a Master of Architecture from the University of South Florida School of Architecture and Community Design. David currently lives and works in the historic Ybor City neighborhood of Tampa, where he is President of SHiFT Architecture.

David has served AIA Tampa Bay in nearly every possible role. His board experience includes 2008-2009 Associate Director, 2011 Secretary, 2012 Second Vice President, 2013 First Vice President, 2014 President, and 2015

Immediate Past President. David is currently in his third consecutive year as State Director on the AIA Florida Board of Directors. For AIA Tampa Bay, David has chaired several committees, and is currently organizing the chapter's fifth annual charity golf tournament, funding scholarships for deserving architecture students.

In addition to his AIA involvement, David currently sits on the Barrio Latino Commission, Tampa's historic preservation board that oversees development specific to the Ybor City Historic District. Along with fellow AIA architects, and as an inaugural member of its board, David was also instrumental in founding the Tampa Bay Foundation for Architecture and Design.

Philosophy

More than ever before, today's architecture will have a profound and lasting effect on the way Americans live. Architects affect where we live, how well we live, how long we live, how we plan for an aging and increasing population, and how our cities and neighborhoods adapt and evolve in response to natural forces.

Floridians are living longer and desire a more active lifestyle than ever before. Baby Boomers are still flocking to the Sunshine State. The American healthcare system requires new and more adaptive architecture in response to the evolving needs of modern medicine. Climate change is forcing us to look closely at the role of architecture on the sustainability of our densely populated coastal areas. And advancements in technology are changing the way that Americans, including architects, work.

In many cases, Florida faces global issues earlier and more often than other states. AIA Florida must continue to push for legislation and provide education that enables Florida architects to safely navigate this evolving landscape. AIA Florida is already working diligently to remain nimble and relevant to our members. Let's make sure we are poised to lead Florida into the unknown. Let's design the future that Florida deserves.



Alice M. Schultz, AIA, NCARB, CPMP, LEED AP BD+C

Alice M. Schultz, AIA, NCARB, CPMP, LEED AP BD+C is a Florida-registered architect with 26+ years of professional experience.

She received her BArch degree (1994) from the Boston Architectural College (BAC), and Certificate in Sustainable Design (2011). Since 2009 she has served with the BAC Practice faculty of the Distance M. Arch program. She has been an active member of the American Institute of Architects (AIA) since 1994, where she has been a champion for AIA Space Coast, as component Secretary, Vice President, President and State Director.

Ms. Schultz is a Senior Architect and Project Manager with RS&H, Inc. For the last twelve years she has worked on a multi-discipline A&E team in support of aerospace infrastructure, primarily for design of launch facilities and equipment for NASA at Kennedy Space Center.

She is a wife, of 26 years; mother of a terrific teenager; Trustee for the Florida Architects Political Action Committee; and Safety Assessment Program Disaster Service Worker Volunteer for the State of California Office of Emergency Management. She serves in membership of the Indian River City United Methodist Church; the United Methodist Women; the National Space Club; and Instructor-in-Training, and 3rd Degree Black Belt in the American Taekwondo Association.

Philosophy

Excellent mentors have guided me. Today, I practice architecture with a focus on sustainable design decisions of southern climate industrial facilities and commercial construction, to incorporate passive energy savings through building orientation, geometry, and envelope design; to evaluate human factors to design appropriate access, egress, and fall prevention; and to ensure corrosion resistance in material and coatings selection.

My mission is to be environmentally and economically responsible in providing built forms that empower people and improve the quality of life on earth.

My role, in service to the AIA, is to:

• educate legislators and the public of the capabilities, talents, and value of our Florida architects; • encourage architects and associates toward good stewardship of resources; to find and lift their

voice; • enable AIA Florida to continue unparalleled support for our profession; and • empower others to discover their mission.

I am a better architect and citizen for the AIA. As long as I practice, I continue to be educated on new and changing building and business technologies. The fundamentals remain the same, however. All of life is relationships. What is most individual is most influential to the community. I will promote the positive influence of our association, for a sustainable future.


Candidate for Associate Director at Large 2016-2017 (one position for a two-year term)

Linaea Floden, Assoc. AIA, LEED AP BD+C

Linaea Floden, LEED AP BD+C holds a Master's in Architecture from the University of South Florida and a Bachelor's in Sustainability Management. She recently served as the USF AIAS Architect Licensing Advisor, Chair of the USF Internship Advisor's Committee, and President of the USF Student Women in Architecture. While in school, Linaea was honored to serve on the 2014-2015 NCARB Award Jury and as AIAS Representative to the 2013-2014 NCARB Internship Advisory Committee, which played an integral role in contributing to the initiatives that resulted in the recent streamlining of the IDP. She is currently a healthcare architecture intern with Gresham Smith & Partners, in Tampa, Florida. Her meandering professional career includes over

10 years experience as a surgery center coordinator for the Baycare Health System, 10 years in retail management, and founding a multidisciplinary non-profit design firm called HiARCH Design - serving missionaries in Central and South America. Her interests include playing soccer, mountain biking and snowboarding in her home state of Washington. She is both inspired and motivated by each of her 4 children, of whom she sincerely hopes that at least one will grow up to be a structural engineer to support her retirement.

Philosophy

It's an exciting time as an emerging professional to take strides in architecture. We're moving out from the recession with hopes of influencing the profession in regaining its economic strength and reputation. As the problem solvers and forward thinkers of our era it is our mission to build on this momentum to strengthen our future. We must continue to, and with concerted effort, reach beyond the walls of our office and studio to engage our youth and communities in this profession; not because they may someday want to be an architect, but because someday they will need an architect. Who will teach them of our value if not us? Design freedoms aside, we work with advanced methods and technologies that are both engaging and inspiring to our youth. Sharing the incredible and diverse opportunities within the scope of the field of architecture is a critical means to enriching our profession's identity in the social economy.

Our role in this as professionals is simple: we must use the same criticism we use in design problems to evaluate how we are promoting and developing this art and business. How we practice architecture is fundamental in how the field of architecture is perceived.


Candidate for Associate Director at Large 2016-2017 (one position for a two-year term)

Patrick Thorpe, Assoc. AIA

I am a graduate of Florida International University in Miami, FL. And currently live in Tampa, FL. I have successfully completed six of the seven ARE 4.0 registration exams at the time of this writing. In order to bring architecture to the fore front of conversation in my city, I recently built a scale model of the iconic Rivergate Tower in Downtown Tampa and ran a 5k wearing the building costume. This was a great success in gaining exposure for great architecture; it has gained continual media coverage and cheers all around the city.

I currently serve as AIA Tampa Bay Associate Director, board member on both Bicycle Pedestrian Advisory Committee and Liveable Roadways Committee through Hillsborough County Metropolitan Planning Organization. I am an advocate for public transportation being a transit user and continually engage

Mickey Jacob, FAIA and the other Hillsborough Area Regional Transit (HART) Authority Board of Directors to discuss the growth of our city and its ability to provide reliable transit services to our community.

Philosophy

Simplify. Adapt. Overcome. Educate


Avinash Gupta, AIA Mr. Sol King, FAIA Julio A. Bermeo Andrew T. Sullivan Alfredo D. Echeverria, AIA Donald F. Zimmer Robert E. Todd, AIA W. N. Hollman, AIA James A Greene, FAIA James B. Johnson, AIA Robert E. Forsythe, AIA Robert L. Stilwell, AIA James E. Gibson, AIA Santiago Jorge-Ventura, AIA Donald J. Perrenoud, AIA Luis Lanao, AIA Emily Obst, AIA Robert Broward, FAIA Robert Schwab, AIA Mark Hampton, FAIA Gilbert K. Jacobs, AIA


The 2015 Legislative Session has been regarded as one of the least productive Regular Sessions in recent memory. Three and a half days ahead of the scheduled Friday, May 1 conclusion of the Session, the House abruptly ended its Session and went home, which is the first time that the House and Senate have adjourned on separate days since at least 1971, when state records on adjournment times began. This acrimonious meltdown was precipitated by weeks of unproductive budget talks between House and Senate leadership to resolve a $5 billion discrepancy between the Chambers’ budget proposals. At issue is the proposed expansion of the Florida Medicaid program to cover an additional 800,000 uninsured, low-income Floridians under the federal Affordable Care Act, which the Senate supports and the House does not.

The disparity between the Chambers’ proposed budgets is the result of the expiration of a federal program that provides hospitals a mechanism to receive $2.2 billion in supplemental funds to offset care provided to the uninsured, known as the Low Income Pool. The federal government has been reluctant to extend this temporary program and has encouraged the state to come up with an alternative plan for caring for its uninsured population. The Senate has put forward a proposal, modeled after the federal Affordable Care Act, which would draw down significant federal dollars to provide coverage in the private marketplace for the uninsured. However, this plan has been met with considerable opposition by the House and, absent further direction and assurance from the federal government that the Senate’s plan would be approved, the House and Senate remain at impasse, despite the looming end of the state fiscal year on June 30.

Typically, major policy issues and bills that have an effect on the budget are reserved for

the last week of the Session. The House’s early withdrawal from the Regular Session had the effect of killing a significant number of bills and priorities of both Chambers. In addition to the constitutionally mandated balanced budget, other leadership priorities were left on the table, including the Governor’s $673 million tax cut plan, establishing a comprehensive state water policy, reforming Florida’s troubled prison system, regulating hydraulic fracturing in oil and gas exploration, and providing funding for economic development.

On a date to yet be determined, the Legislature will return in June to convene in Special

Session for the purpose of passing the state budget, which must be in effect before July 1, the beginning of the state fiscal year. Unlike Regular Session, the Special Session will be limited to the state budget, as well as legislation that is tied to the budget and is identified beforehand by the Senate President and House Speaker. LEGISLATION THAT PASSED

Of the 1,754 regular bills filed, only 232 were passed on to the Governor for his signature. We have compiled a list of legislation of interest to AIA Florida which survived the meltdown. Engineers Representative Charles Van Zant, an architect from Palatka, and Senator Thad Altman proposed legislation to license and regulate the practice of structural engineering in the state of


Florida. As originally filed, the bills allowed the Board of Engineering to fully define the scope of practice of structural engineering. Working with the bill sponsors, we were able to incorporate language which tightened the definition in the bills. As passed, HB 217 defines the requirements for practicing as a “structural engineer,” and limits the analysis and design of threshold structures to those qualified under the legislation. The term “structural engineering” includes services and work defined as engineering that requires significant structural engineering education, training, experience and examination as determined by the Florida Board of Professional Engineers. Beginning March 1, 2017, no person other than a licensed structural engineer may practice structural engineering or use the title of structural engineer. Similar to licensed engineers, structural engineers are required to pay fees, be of good moral character, and meet continuing education requirements. Pending the Governor’s approval, the effective date of the bill is July 1, 2015. Construction Defect Claims

House bill 87 by Representative Kathleen Passidomo (SB 418 by Senator Garrett Richter) updates the procedure for filing notice of a construction defect claim by requiring that the notice of a claim identify the location of each construction defect sufficiently to enable the responding party to locate the alleged defect without undue burden. The legislation also provides additional requirements for response and production of records, and provides for sanctions for unsupported claims under certain circumstances. This legislation will help reduce frivolous lawsuits against professionals in the design and construction industries and was supported by AIA Florida throughout the legislative process. The bill takes effect October 1, 2015. Downtown Development Districts Downtown Development Authorities (DDAs) are special districts whose main function is to coordinate and assist in the implementation and revitalization of a specific downtown area of a city. There are currently 14 active DDAs in Florida. Senate Bill 278 by Senator Miguel Diaz de la Portilla (Rep. Manny Diaz filed the House companion, HB 833) authorizes a municipality with a population of more than 400,000 which is located within a county with a home rule charter that has created a DDA, to levy an ad valorem tax on all real and personal property in a downtown development district of up to .475 mills. However, the total municipality’s millage may not exceed the 10 mills allowed under the State Constitution. This legislation takes effect July 1, 2015.


Local Government Construction Preferences Senate bill 778 by Senator Alan Hays (HB 113 by Rep. Keith Perry) provides that on public construction projects where 50 percent or more of the funding for the project comes from the state, a local government is preempted from instituting any local laws that give preference to a local contractor. The bill aims to improve the procurement process by increasing competition and driving down prices for construction projects in Florida for both companies wishing to fairly compete for work as well as the statewide taxpayers who fund these projects. If approved by Governor Scott, the effective date of this legislation is July 1, 2015. Residential Master Building Permit Programs House bill 1151 by Representative Blaise Ingoglia provides for the creation of local residential master building permit programs to assist builders who construct certain dwellings and townhomes on a repetitive basis. The bill directs each local government to create a residential master building permit program within 6 months of a written request made by a licensed contractor to a local building code administrator. Under the program, a builder obtains a master building permit by submitting certain documents, such as a general construction plan, to the local building department. Within 120 days after receiving a completed application, the local building department must review the general construction plan to determine compliance with the building code and approve or deny the master building permit application. If the local building department approves the general building plan, and all documents provided with the master building permit application are verified, the builder receives a master building permit and permit number. The Senate companion bill, SB 1486, was carried by Senator Jeff Brandes. The effective date of the bill is July 1, 2015. Community Development Senator Wilton Simpson’s Community Development legislation, SB 1216, is an omnibus growth management bill primarily related to five subjects. It provides for elimination of one regional planning council (RPC) in Withlacoochee and removal of statutory duties of RPCs that are already completed, duplicative or unnecessary. The legislation also requires that certain new projects go through the State Coordinated Review Process rather than the current requirement of the development of regional impact (DRI) process for comprehensive plan amendments involving large scale development plans or plan amendments in areas of critical concern. The State Coordinated Review Process requires a proposed comprehensive plan amendment to receive three local public hearings, followed by review of state and regional entities.


The bill also provides for clarification of the sector plan law by allowing more flexibility

in the designation of conservation easements related to sector plans, but still requires they be designated prior to the beginning of construction. It also requires certain state agencies to review whether a detailed specific area plan would be consistent with the comprehensive plan and the long-term master plan. In addition, the bill names Pasco County as a pilot community for connected-city corridor plan amendments, and provides for mitigation of sinkhole damages by expanding the definition of “blighted area” to enable community redevelopment agencies to enter into voluntary contracts. If approved by the Governor, the bill will take effect upon becoming law. Consultants Competitive Negotiation Act For the last several Sessions, legislation has been filed to change Florida’s Consultants’ Competitive Negotiation Act (CCNA). Thanks to the efforts and the grassroots lobbying of AIA Florida, efforts to change CCNA were thwarted this Session. LEGISLATION THAT FAILED As the legislative Session collapsed during the final week amid the increasingly bitter budget fight, several pieces of legislation died as the House’s early departure brought the legislative process to a standstill. Building Codes Two building code bills, HB 915 by Representative Dane Eagle and SB 1232 by Senator Simpson, were filed and became the vehicle for all of the Legislature’s various updates and changes to the Florida Building Code. We worked closely with the bill sponsors and representatives of the Florida Building Officials Association and the Florida Home Builders Association to include language that would change the composition of the Commission’s panel that hears requests to review decisions of local building officials to add two additional representatives - one architect and one engineer. Unfortunately, these bills fell victim to the early close of Session, as they were scheduled for a final vote just one day after the House’s departure. Public-Private Partnerships

House bill 63 and SB 824 modified the Public-Private Partnership (PPP) statute to incorporate the recommendations made by the Partnership for Public Facilities and Infrastructure


Act Guidelines Task Force. We worked with both the House and Senate sponsors, Representative Greg Steube and Senator Greg Evers, to add language that requires a governmental entity to hire a design professional to prepare a design criteria package for bid solicitations and also require that unsolicited proposals be reviewed by a design professional. We also amended the PPP language onto the Legislature’s omnibus Economic Development packages (HB 7067/SB 1214), but as the Session drew to an early close, all PPP legislation ultimately died. Limitation of Actions Representative Jay Fant filed a bill (HB 501) which reduced the period during which an action must be brought for latent defect in design, planning or construction of improvement to real property. Currently, there are 21 states with a shorter window than Florida’s 10 years. The legislation reduced the period during which actions must be brought forth from 10 years to seven in an effort to provide a more predictable litigation environment. This legislation was supported by AIA Florida and most of the construction industry. However, it also failed to pass this Session. Budget Funding Although the House and Senate never entered into the budget conference process, we were able to assure that both chambers’ budgets included $425,239 for the privatized investigative and prosecutorial functions of the Board of Architecture and Interior Design. The Senate budget also included $250,000 to enhance the department’s enforcement activities, which includes developing advertising and media campaigns to minimize unlicensed activity in architecture and interior design. We are currently working with the Senate and House leaders and their staff to ensure they will continue to include this funding when they return for the Special Session. We sincerely appreciate the opportunity of representing AIA Florida and commend you for your tireless commitment to assuring AIA Florida is an integral part of the legislative process each and every Session. Should you have any questions concerning the information provided in this report, please do not hesitate to contact us.


SUPREME COURT OF FLORIDA

REYNOLDS, SMITH AND HILLS, INC. n/k/a RS&H, INC., etc., Defendant/Petitioner, v. Case No. SC15-709 5th DCA Case No. 5D13-3186 CHERRY C. VILLANUEVA, etc., L.T. Case No. 2009-CA-6086 Plaintiff/Respondent.

FLORIDA ASSOCIATION OF THE AMERICAN INSTITUTE OF ARCHITECTS, INC.’S NOTICE OF INTENT TO SEEK LEAVE TO FILE AMICUS CURIAE BRIEF IN SUPPORT OF PETITIONER

J. Michael Huey

Florida Bar No. 130971 D. Ty Jackson

Florida Bar No. 41216 Allison Mawhinney

Florida Bar No. 44030 GrayRobinson, P.A.

301 South Bronough Street Suite 600 (32301)

Post Office Box 11189 Tallahassee, Florida 32302 Telephone (850) 577-9090

E-mail: [email protected] [email protected]

[email protected] Attorneys for AIA Florida


2

Florida Association of the American Institute of Architects, Inc. (AIA

Florida), pursuant to Rule 9.370(d), Florida Rules of Appellate Procedure, gives

notice of its intent to seek leave to file an amicus curiae brief in support of the

Petitioner, Reynolds, Smith and Hills, Inc. n/k/a RS&H, Inc.

AIA Florida is a statewide association chartered by the American Institute of

Architects, and is headquartered in Tallahassee. Its more than 3,300-member

licensed architects provide design services to individuals, businesses, and

governments. In existence since 1912, AIA Florida serves its members in a

multitude of ways including, but not limited to, providing education and

representation through advocacy before the legislative and executive branches, as

well as in various legal proceedings.

This case presents an issue of paramount interest and importance not only to

Florida architects but also to public safety: whether—contrary to the longstanding

principle that a design professional’s signing and sealing of plans fixes ultimate

liability for negligent design—liability can now be imposed on others for negligent

design. Such a drastic shift in the law will significantly impact the cost of

architectural services, including malpractice insurance. An increase in cost to

consumers, both public and private, will almost certainly follow.

Should this Court accept jurisdiction of this case, AIA Florida will seek

leave to file an amicus curiae brief in support of Petitioner.


3

Respectfully submitted on Wednesday, April 29, 2015.

/s/ J. Michael Huey

J. Michael Huey Florida Bar No. 130971 D. Ty Jackson Florida Bar No. 41216 Allison Mawhinney Florida Bar No. 44030 GrayRobinson, P.A. 301 South Bronough Street Suite 600 (32301) Post Office Box 11189 Tallahassee, Florida 32302 Telephone (850) 577-9090 E-mail: [email protected] [email protected] [email protected] Attorneys for AIA Florida


4

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing has been

served through the E-Filing Portal to all attorneys listed below on April 29, 2015.

Christopher V. Carlyle, B.C.S., Esq. The Carlyle Appellate Law Firm The Carlyle Building 1950 Laurel Manor Drive, Suite 130 The Villages, Florida 32162 Email: [email protected] [email protected] Counsel for Respondent, Cherry C. Villanueva, as Personal Representative of the Estate of Jhurel P. Villanueva, deceased, for and on behalf of the Estate, and the Survivors thereof

Walter A. Ketcham, Jr., Esq. Grower, Ketcham, Rutherford, Bronson Eide & Telan, P.A. Post Office Box 538065 Orlando, Florida 32853 Email: [email protected] Counsel for Respondent, Cherry C. Villanueva, as Personal Representative of the Estate of Jhurel P. Villanueva, deceased, for and on behalf of the Estate, and the Survivors thereof

G. Kenneth Norrie, Esq. Amanda P. Baggett, Esq. Rogers, Towers, P.A. 1301 Riverplace Boulevard, Suite 1500 Jacksonville, Florida 32207 Email: [email protected]; [email protected] Counsel for Appellee

Mark R. Johnson, Esq. Brannon J. Arnold, Esq. Weinberg, Wheeler, Hudgins, Gunn & Deal 3344 Peachtree Road, NE, Suite 2400 Atlanta, Georgia 30326 Email: [email protected]; [email protected]; [email protected]; [email protected] Co-counsel for Appellee


5

# 567366 v1

Todd R. Falzone, Esq. Kelley Uustal, PLC 700 SE 3rd Avenue, Suite 300 Fort Lauderdale, Florida 33316 Email: [email protected]; [email protected]; [email protected] Trial Counsel for Appellant

/s/ J. Michael Huey

J. Michael Huey Florida Bar No. 130971 GrayRobinson, P.A.


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Page printed from: National Law Journal

Marcia Coyle, The National Law Journal

May 6, 2015

Three consumer organizations have asked the nation's 50 state attorneys general how they areresponding to a recent U.S. Supreme Court decision opening their licensing boards to hugepotential antitrust liability.

In a letter to the states' chief law enforcement officials, the groups said the February high courtruling in North Carolina State Board of Dental Examiners v. FTC "renders unlawful what hasbecome the common regulatory practice across all 50 states."

The vast majority of occupational licensing boards and commissions nationwide, including statebars, now comprise majorities—even supermajorities—of licensed professionals "in the veryeconomic tribal grouping with an economic interest in restraints of trade benefiting them," the lettersays.

In fact, most states require that board and commission positions be filled by those with such aconflict, according to the letter writers—the Center for Public Interest Law at the University of SanDiego School of Law, Consumers Union and the Citizen Advocacy Center.

The justices' Feb. 25 ruling held that the North Carolina State Board of Dental Examiners was notimmune from Sherman Act antitrust regulation under the doctrine of state-action immunity—that is,immunity for acting in its sovereign capacity.

"Active market participants cannot be allowed to regulate their own markets free from antitrustaccountability,” Justice Anthony Kennedy wrote for a 6-3 court. "When a state empowers a group ofactive market participants to decide who can participate in its market, and on what terms, the needfor supervision is manifest. If a state wants to rely on active market participants as regulators, itmust provide active supervision."

The Supreme Court declared, in effect, that a thousand agencies—most state regulatory boardsand commissions—are committing felony offenses, said Robert Fellmeth, a former antitrustprosecutor and director of the Center for Public Interest Law.

The high court ruling was not limited to the North Carolina dental board, Fellmeth said. "This was acosmic case where the Supreme Court said any agency controlled by active participants in thetrade regulated does not have sovereign protection," he said. "They are in same position as a cartel

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of truckers, insurance agents and other horizontal competitors meeting and deciding what to do.And, by the way, lawyers are included here."

Although recognizing that many members of these regulatory boards and commissions believe theyare acting in the public interest, the dominance by professionals and the lack of active supervisionby a higher state authority have led to cozy relationships that do not serve the public interest, thegroups contend.

They illustrate their concerns using state bars as an example.

"State bars controlled by attorneys rarely discipline for excessive billing or intellectual dishonesty.Few require any demonstration whatever of competence in the actual practice area of law reliedupon by clients. Few require malpractice insurance, or in any way ameliorate the harm fromattorney incompetence. The point is, each of the many agencies within your state is empowered tocarve out momentous exceptions from federal antitrust law, and those decisions in particularrequire a level of independence from the implicit focus of current practitioners."

To invoke state-action immunity, the high court held, there must be "active supervision"—which, thejustices explained, "need not entail day-to-day involvement in an agency's operations ormicromanagement of its every decision."

Instead, the court said: "The supervisor must review the substance of the anti-competitive decision,not merely the procedures followed to produce it; the supervisor must have the power to veto ormodify particular decisions to ensure they accord with state policy, and the 'mere potential for statesupervision is not an adequate substitute for a decision by the state.' Furthermore, the statesupervisor may not itself be an active market participant."

The North Carolina dental board's members included six dentists, one dental hygienist and oneconsumer. The board's purpose was to create, administer and enforce a licensing system fordentists. After the board issued numerous cease-and-desist letters to nondentist teeth-whiteningservice providers, the Federal Trade Commission filed an administrative complaint charging thatthe board had engaged in anti-competitive behavior by excluding nondentists from the market forteeth-whitening services in violation of the Sherman Act. The board countered that it enjoyed state-action immunity.

The letter to the state attorneys general seeks specific information about the actions they are takingto comply with the high court's decision.

The National Association of Attorneys General declined to comment on the letter.

"My feeling is, unless we do this, nothing will happen at all," Fellmeth said. "Three to four yearsfrom now, a few of my friends will file antitrust actions against individual board members and therewill be a $10 million or $20 million judgment. And then others will do it. I have friends in thatcommunity and they are already salivating at the prospect."

The attorneys general, he added, need to tell these board members that they may be liable for afelony offense and treble damages.

"The clock is ticking," he said. "If I'm an attorney general, I want to say with pride, 'I saw this comingand we created some way of addressing it.' Either get rid of a majority of the trade members orcreate some oversight that passes muster."

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1 (Slip Opinion) OCTOBER TERM, 2014

Syllabus

NOTE: Where it is feasible, a syllabus (headnote) will be released, as isbeing done in connection with this case, at the time the opinion is issued.The syllabus constitutes no part of the opinion of the Court but has beenprepared by the Reporter of Decisions for the convenience of the reader. See United States v. Detroit Timber & Lumber Co., 200 U. S. 321, 337.

SUPREME COURT OF THE UNITED STATES

Syllabus

NORTH CAROLINA STATE BOARD OF DENTAL EXAMINERS v. FEDERAL TRADE COMMISSION

CERTIORARI TO THE UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT

No. 13–534. Argued October 14, 2014—Decided February 25, 2015

North Carolina’s Dental Practice Act (Act) provides that the North Car-olina State Board of Dental Examiners (Board) is “the agency of theState for the regulation of the practice of dentistry.” The Board’s principal duty is to create, administer, and enforce a licensing system for dentists; and six of its eight members must be licensed, practicingdentists.

The Act does not specify that teeth whitening is “the practice ofdentistry.” Nonetheless, after dentists complained to the Board thatnondentists were charging lower prices for such services than den-tists did, the Board issued at least 47 official cease-and-desist letters to nondentist teeth whitening service providers and product manu-facturers, often warning that the unlicensed practice of dentistry is acrime. This and other related Board actions led nondentists to cease offering teeth whitening services in North Carolina.

The Federal Trade Commission (FTC) filed an administrative com-plaint, alleging that the Board’s concerted action to exclude nondentists from the market for teeth whitening services in NorthCarolina constituted an anticompetitive and unfair method of compe-tition under the Federal Trade Commission Act. An Administrative Law Judge (ALJ) denied the Board’s motion to dismiss on the ground of state-action immunity. The FTC sustained that ruling, reasoningthat even if the Board had acted pursuant to a clearly articulatedstate policy to displace competition, the Board must be actively su-pervised by the State to claim immunity, which it was not. After a hearing on the merits, the ALJ determined that the Board had un-reasonably restrained trade in violation of antitrust law. The FTC again sustained the ALJ, and the Fourth Circuit affirmed the FTC in


2 NORTH CAROLINA STATE BD. OF DENTAL EXAMINERS v. FTC

Syllabus

all respects.

Held: Because a controlling number of the Board’s decisionmakers are active market participants in the occupation the Board regulates, theBoard can invoke state-action antitrust immunity only if it was sub-ject to active supervision by the State, and here that requirement is not met. Pp. 5–18.

(a) Federal antitrust law is a central safeguard for the Nation’s freemarket structures. However, requiring States to conform to the mandates of the Sherman Act at the expense of other values a Statemay deem fundamental would impose an impermissible burden onthe States’ power to regulate. Therefore, beginning with Parker v. Brown, 317 U. S. 341, this Court interpreted the antitrust laws toconfer immunity on the anticompetitive conduct of States acting intheir sovereign capacity. Pp. 5–6.

(b) The Board’s actions are not cloaked with Parker immunity. A nonsovereign actor controlled by active market participants—such asthe Board—enjoys Parker immunity only if “ ‘the challenged restraint . . . [is] clearly articulated and affirmatively expressed as state poli-cy,’ and . . . ‘the policy . . . [is] actively supervised by the State.’ ” FTC v. Phoebe Putney Health System, Inc., 568 U. S. ___, ___ (quoting California Retail Liquor Dealers Assn. v. Midcal Aluminum, Inc., 445 U. S. 97, 105). Here, the Board did not receive active supervision of its anticompetitive conduct. Pp. 6–17.

(1) An entity may not invoke Parker immunity unless its actions are an exercise of the State’s sovereign power. See Columbia v. Omni Outdoor Advertising, Inc., 499 U. S. 365, 374. Thus, where a State delegates control over a market to a nonsovereign actor the ShermanAct confers immunity only if the State accepts political accountabilityfor the anticompetitive conduct it permits and controls. Limits on state-action immunity are most essential when a State seeks to dele-gate its regulatory power to active market participants, for dual alle-giances are not always apparent to an actor and prohibitions againstanticompetitive self-regulation by active market participants are anaxiom of federal antitrust policy. Accordingly, Parker immunity re-quires that the anticompetitive conduct of nonsovereign actors, espe-cially those authorized by the State to regulate their own profession,result from procedures that suffice to make it the State’s own. Midcal’s two-part test provides a proper analytical framework to re-solve the ultimate question whether an anticompetitive policy is in-deed the policy of a State. The first requirement—clear articula-tion—rarely will achieve that goal by itself, for entities purporting to act under state authority might diverge from the State’s considereddefinition of the public good and engage in private self-dealing. The second Midcal requirement—active supervision—seeks to avoid this


3 Cite as: 574 U. S. ____ (2015)

Syllabus

harm by requiring the State to review and approve interstitial poli-cies made by the entity claiming immunity. Pp. 6–10.

(2) There are instances in which an actor can be excused from Midcal’s active supervision requirement. Municipalities, which areelectorally accountable, have general regulatory powers, and have noprivate price-fixing agenda, are subject exclusively to the clear articu-lation requirement. See Hallie v. Eau Claire, 471 U. S. 34, 35. That Hallie excused municipalities from Midcal’s supervision rule forthese reasons, however, all but confirms the rule’s applicability to ac-tors controlled by active market participants. Further, in light of Omni’s holding that an otherwise immune entity will not lose im-munity based on ad hoc and ex post questioning of its motives formaking particular decisions, 499 U. S., at 374, it is all the more nec-essary to ensure the conditions for granting immunity are met in thefirst place, see FTC v. Ticor Title Ins. Co., 504 U. S. 621, 633, and Phoebe Putney, supra, at ___. The clear lesson of precedent is that Midcal’s active supervision test is an essential prerequisite of Parker immunity for any nonsovereign entity—public or private—controlled by active market participants. Pp. 10–12.

(3) The Board’s argument that entities designated by the Statesas agencies are exempt from Midcal’s second requirement cannot bereconciled with the Court’s repeated conclusion that the need for su-pervision turns not on the formal designation given by States to regu-lators but on the risk that active market participants will pursue pri-vate interests in restraining trade. State agencies controlled byactive market participants pose the very risk of self-dealing Midcal’s supervision requirement was created to address. See Goldfarb v. Virginia State Bar, 421 U. S. 773, 791. This conclusion does not question the good faith of state officers but rather is an assessment of the structural risk of market participants’ confusing their own inter-ests with the State’s policy goals. While Hallie stated “it is likelythat active state supervision would also not be required” for agencies, 471 U. S., at 46, n. 10, the entity there was more like prototypical state agencies, not specialized boards dominated by active marketparticipants. The latter are similar to private trade associationsvested by States with regulatory authority, which must satisfy Midcal’s active supervision standard. 445 U. S., at 105–106. The similarities between agencies controlled by active market partici-pants and such associations are not eliminated simply because the former are given a formal designation by the State, vested with ameasure of government power, and required to follow some procedur-al rules. See Hallie, supra, at 39. When a State empowers a group of active market participants to decide who can participate in its mar-ket, and on what terms, the need for supervision is manifest. Thus,


4 NORTH CAROLINA STATE BD. OF DENTAL EXAMINERS v. FTC

Syllabus

the Court holds today that a state board on which a controlling num-ber of decisionmakers are active market participants in the occupa-tion the board regulates must satisfy Midcal’s active supervision re-quirement in order to invoke state-action antitrust immunity. Pp. 12–14.

(4) The State argues that allowing this FTC order to stand will discourage dedicated citizens from serving on state agencies that regulate their own occupation. But this holding is not inconsistentwith the idea that those who pursue a calling must embrace ethical standards that derive from a duty separate from the dictates of theState. Further, this case does not offer occasion to address the ques-tion whether agency officials, including board members, may, undersome circumstances, enjoy immunity from damages liability. Of course, States may provide for the defense and indemnification ofagency members in the event of litigation, and they can also ensure Parker immunity is available by adopting clear policies to displacecompetition and providing active supervision. Arguments against the wisdom of applying the antitrust laws to professional regulation ab-sent compliance with the prerequisites for invoking Parker immunitymust be rejected, see Patrick v. Burget, 486 U. S. 94, 105–106, partic-ularly in light of the risks licensing boards dominated by market par-ticipants may pose to the free market. Pp. 14–16.

(5) The Board does not contend in this Court that its anticompet-itive conduct was actively supervised by the State or that it shouldreceive Parker immunity on that basis. The Act delegates control over the practice of dentistry to the Board, but says nothing aboutteeth whitening. In acting to expel the dentists’ competitors from the market, the Board relied on cease-and-desist letters threatening criminal liability, instead of other powers at its disposal that wouldhave invoked oversight by a politically accountable official. Whether or not the Board exceeded its powers under North Carolina law, there is no evidence of any decision by the State to initiate or concur with the Board’s actions against the nondentists. P. 17.

(c) Here, where there are no specific supervisory systems to be re-viewed, it suffices to note that the inquiry regarding active supervi-sion is flexible and context-dependent. The question is whether theState’s review mechanisms provide “realistic assurance” that a non-sovereign actor’s anticompetitive conduct “promotes state policy, ra-ther than merely the party’s individual interests.” Patrick, 486 U. S., 100–101. The Court has identified only a few constant requirementsof active supervision: The supervisor must review the substance ofthe anticompetitive decision, see id., at 102–103; the supervisor musthave the power to veto or modify particular decisions to ensure they accord with state policy, see ibid.; and the “mere potential for state


5 Cite as: 574 U. S. ____ (2015)

Syllabus

supervision is not an adequate substitute for a decision by the State,” Ticor, supra, at 638. Further, the state supervisor may not itself bean active market participant. In general, however, the adequacy of supervision otherwise will depend on all the circumstances of a case.Pp. 17–18.

717 F. 3d 359, affirmed.

KENNEDY, J., delivered the opinion of the Court, in which ROBERTS, C. J., and GINSBURG, BREYER, SOTOMAYOR, and KAGAN, JJ., joined. ALITO, J., filed a dissenting opinion, in which SCALIA and THOMAS, JJ., joined.


FindLaw Caselaw Florida FL Dist. Ct. App.CYPRESS FAIRWAY CONDOMINIUM v. BERGERON CONSTRUCTION CO INC

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CYPRESS FAIRWAY CONDOMINIUM v. BERGERONCONSTRUCTION CO INC

District Court of Appeal of Florida,Fifth District.

CYPRESS FAIRWAY CONDOMINIUM, etc., et al., Appellants, v. BERGERON

CONSTRUCTION CO. INC., etc., et al., Appellees.

No. 5D13–4102.

Decided: May 8, 2015

Daniel R. Webert, of Barker Martin, P.S., Portland, OR, for Appellant. Atheseus R. Lockhart, of Meier, Bonner,

Muszynski, O'Dell & Harvey, P.A., Longwood, for Appellee.

In this construction defect case, we interpret the statute of repose to determine if the statute commences to run

when construction is completed or when the contract is completed, which, in this case, was the date on which

payment was made. Relying on the language of the preamble to the statute, the trial court concluded that the

former was the correct interpretation. As a result, it dismissed the action as untimely under the statute. We

conclude that the correct interpretation of the statute is discerned from its unambiguous text, rather than the

preamble. Accordingly, we hold that the statute of repose commenced to run when the contract was completed,

and we reverse the judgment.

Appellant, Cypress Fairway Condominium Association, Inc., consists of condominium owners in the Cypress

Fairway condominium complex. Appellant, individually, and as assignee of the claims of the general

contractor, filed suit against various defendants who had been involved in the original construction of the

condominium buildings and/or the subsequent conversion of the buildings from apartments to

condominiums. Appellant claimed construction defects had resulted in $15 million in repair damages.

Appellee, Da Pau Enterprises, Inc., is the only remaining Appellee after other parties apparently reached

settlements. Appellee moved to dismiss or for summary judgment, primarily arguing that the statute of repose

barred the suit because Appellant's claims were filed outside the ten-year statute of repose period.

Pursuant to section 95.11(3)(c), Florida Statutes (2010), an action founded on the design, planning, or

construction of an improvement to real property must be commenced within ten years after the latest of four

specified events. At issue here is the meaning of the fourth option—the date of “completion ․ of the contract.”

Appellee argues that the contract was completed on January 31, 2001, the date on which the Final Application

for Payment was made. Accordingly, it contends that the statute of repose period commenced to run on that

date. Contrarily, Appellant contends that the contract was not completed and that the statute of repose period

did not commence to run until February 2, 2001, when final payment was made. This three-day difference is

critical here because the claims against Appellee were not filed until February 2, 2011; hence, the claims were

timely if the repose period commenced on February 2, 2001, or later, but were untimely if the repose period

commenced at an earlier date. The trial court accepted Appellee's argument, concluding that it was “convinced

that the Legislature intended that the date of completion of the contract had to do with the date of completion

of the construction that would have been done under the contract, not the date of final payment.” It relied on

the language of the statute's preamble to reach this conclusion.

We conclude that the trial court erred in using the preamble to discern intent here because section 95.11(3)(c)

is clear and unambiguous. See Price v. Forrest, 173 U.S. 410, 427 (1899) (court should not rely on preamble to

contradict unambiguous words of statute); see also R.T.G. Furniture Corp. v. Coates, 93 So.3d 1151, 1153 (Fla.

4th DCA 2012) (“When the language at issue is clear and unambiguous and conveys a clear and definite

meaning, there is no occasion for resorting to the rules of statutory interpretation and construction. Rather,

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1 of 2 5/26/2015 11:42 AM


the court must give unambiguous language its plain and ordinary meaning, unless it leads to a result that is

either unreasonable or clearly contrary to legislative intent.” (citations omitted)). Completion of the contract

means completion of performance by both sides of the contract, not merely performance by the contractor.

Had the legislature intended the statute to run from the time the contractor completed performance, it could

have simply so stated. It is not our function to alter plain and unambiguous language under the guise of

interpreting a statute.

Allan & Conrad, Inc. v. University of Central Florida, 961 So.2d 1083 (Fla. 5th DCA 2007), relied upon by

Appellee, does not support a contrary conclusion. There, the question presented was whether the statute

commenced to run on the date the architect completed its contract or the latest date any entity listed in the

statute completed its contract. This court was not asked to determine whether “date of completion” refers to

the date of completion of construction or the date of completion of the contract, as it is here.

Accordingly, we conclude that the statute of repose commenced to run on the date of completion of the

contract, which, in this case, was the date on which final payment was made under the terms of the contract.

REVERSED AND REMANDED.

PER CURIAM.

TORPY, C.J., PALMER, J. and JACOBUS, B.W., Senior Judge, concur.

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Advocacy Committee Annual Report 2014-2015 Codes Advocacy Program The Codes and Standards Technical Advisory Council (C-STAC) has been working this year with Brad Schiffer, AIA serving as chair. C-STAC issued recommendations in response to the Florida Accessibility Code for Building Construction Review and Recommendations published by the University of Florida. The Council recommended support of two petitions delaying the implementation of fire service access elevators and blower door testing that would have gone into effect in the new code. The items addressed by the petitions were incorporated into the appropriations implementing bill during June’s special session delaying the new requirements legislatively

Legislative Affairs The 2015 Legislative Session turned out to be one of the most interesting in several decades with the House of Representatives adjourning sine die three days prior to the scheduled end of session effectively killing many pieces of pending legislation. The Legislature reconvened in June to pass a budget, the one statutorily requirement of the Legislature. HB 87 by Kathleen Passidomo and SB 418 by Garrett Richter completed its legislative journey passing both houses prior to the abrupt end of the regular session and were ultimately signed by Governor Scott. This construction defects claim legislation goes into effect on October 1 and includes the issuance of a temporary certificate of occupancy in the definition of completion and puts the onus on claimants in litigation. HB 217 by Charles Van Zant and SB 338 by Thad Altman were passed by the Legislature but vetoed by Governor Scott. This bill, supported by AIA Florida, defined the requirements for a “licensed structural engineer.” AIA Florida’s governmental relations team negotiated language limiting the work of structural engineers to threshold buildings. HB 63 by Greg Stuebe and SB 824 by Greg Evers clarified previously passed public private partnership statutes. AIA Florida’s team worked to include language requiring a design criteria package to be prepared by a licensed design professional and unsolicited bids to be reviewed by a licensed design professional. These bills died at the end of session when things halted due to the House’s early departure. HB 915 by Dane Eagle and SB 1232 by Wilton Simpson were the vehicle for the Florida Building Code. AIA Florida’s team worked with allies in the construction industry to add an architect and engineer to the binding interpretation panel. This legislation was also a victim of the end of session. HB 501 by Jay Fant reduced the statute of reposed from 10 years to seven years. This billed died early in the session and will likely be multi-year effort. Legislative Day


AIA Florida held its annual Legislative Day in February during a committee week. This year’s program opened with a day-long event hosted by the Jacob Leadership Institute (JLI) and speakers included Mickey Jacob, FAIA, JLI’s namesake, and multiple lawmakers discussing leadership and how to become civically involved. This year over 40 students from FAMU, USF and UF and UCF. State Government Network (SGN) The Vice President of Advocacy, Junior Regional Representative and Executive Vice President attended the SGN meeting in Jackson Hole, WY. The Executive Vice President participated in a panel discussion focusing on the licensure of interior designers. The Regional Representative participated in a panel discussion on code and code development. 2015 Advocacy Committee Members: Greg Burke, AIA

Virgil Campaneria, AIA David Erik Chase, AIA Joe Garcia, AIA David Godwin, AIA David Hugglestone, AIA Ronok Nichols, AIA Ignacio Reyes, AIA Brad Schiffer, AIA Alex Silva, AIA Victoria Williams, AIA Citizen Architect Task Force The 2014 class of Citizen Architects was recognized in February at Legislative Day. The Citizen Architect Task Force will begin the application process again. A jury will meet in the fall to select the next class. The Citizen Architect program was acknowledged in a Component Excellence Award from AIA National at the annual Grassroots Conference in March. Citizen Architect Fellowship Donald Gray, Assoc. AIA, was selected as the Citizen Intern Architect in Residence serving from the fall of 2014 through the end of the 2015 legislative session. He designed the Legislative Day blueprint, spoke at JLI’s Legislative Day event and attended several committee meetings. Consultants’ Competitive Negotiation Act (CCNA) AIA Florida continues to contact municipalities and government agencies that may be violation of CCNA. Most cities amend or recall the RFPs in question to comply with the qualifications-based selection process. Discussions about potential 2016 legislation with the other professionals included in CCNA have already begun and threshold limits, a name change and other clarifications may be sought.


Communications Committee Annual Report 2014-2015

Charged with promoting good exposure for the Association and its members, the 2014-2015 Communications Committee has been working on the following: During the 2015 Executive Committee planning retreat, the AIA Florida communication plan was evaluated by an external firm, and provided a matrix of key audiences and messaging appropriate for the formulation of the 2015 communication plan. This matrix guided AIA Florida communications staff in the creation of a quarterly goal chart for the 2015 public relations efforts. These goals included traditional media efforts, creation of component media guides, enhancement of AIA Florida social media, and growth and development of the florida/caribbean Architect magazine. AIA Florida Website With the launch of the new AIA Florida website in June 2014, AIA local components are gradually coming on-board with management services from AIA Florida. To-date the creation and administration of the AIA Jacksonville, AIA Tallahassee and AIA Southwest websites are underway. The components’ existing websites were transferred to the official AIA Florida template, which is creating an opportunity for a new consistent brand identity amongst components. Also, beginning July 2015, the layout of these website will incorporate the new AIA Florida logo, released by AIA in June 2015. Florida/Caribbean Architect In addition to the implementation of a yearly strategy, which focuses each quarterly issue of the magazine, the process for submitting projects to the florida/caribbean Architect was revamped in 2014. Since then, the magazine has become more inclusive, establishing a regular column, “Emerging Professionals Spotlight” and incorporating personal interest stories contributed by members. Increased advertising has allowed the magazine to grow. The Winter 2014 Edition consisted of a mere 26 pages of content, while the most recent edition of the magazine, the Summer 2015 Edition, has increased to nearly 40 pages. The committee also set up an “editorial committee” tasked with evaluating the 2015 magazine issues, providing content feedback, creative ideas, and other suggestion, with the intent to continual improve this member publication. The committee, which met in June, will meet again during the convention to discuss improvements to the magazine design and layout. Public Relations The Component Media Tool Kit initiated in 2014 was completed and published for component use on the AIA Florida Website. This tool kit includes media messaging, best practices, directions about how to prepare press releases and examples of successful news stories. In addition, a Component Social Media Start-Up Guide was created outlining instructions for components, firms and members to create and maintain Facebook, Twitter and Instagram accounts. This guide also provides social media best practices and top tips for utilizing each of the three platforms.


The Honor and Design Awards AIA Florida, along with the support of the Florida Foundation for Architecture, implemented its second “People’s Choice Competition.” The contest, which was launched June 29, is designed to engage the public in a discussion about architecture that matters to their community. At the time of this report, in the contest’s seventh day more than 14,000 votes have been tabulated and media coverage has occurred in Palm Beach, Pensacola and Sarasota markets. The Honor and Design Awards Subcommittee was headed by 2015 AIA Florida Past President Nathan Butler, AIA. The 2015 Design and Honor Awards received more than 300 entries. The design awards jury was comprised of architects from the Boston area including Chris Genter, AIA, LEED AP of Boston firm, Utile; Diane Dooley, AIA, LEED AP, principal and senior living project practice leader at DiMella Shaffer and leader of the AIA's Design for Aging Community; and Nader Tehrani, principal and founder of NADAAA and professor at the MIT School of Architecture and Planning. The jury met to evaluate each entry at the Boston Society of Architecture offices on May 7, 2015. Separate juries were selected, as prescribed by AIA Florida bylaws, to determine this year’s Honor Award recipients. Overall, 25 projects were recognized for design awards and 10 individuals were selected to received honor awards. The 2015 Gold Medal recipient is Steve Jernigan, FAIA. In response to extremely positive feedback on the “Take Five with Honor for Design Winners” session in 2014, architects receiving an Honor Award in the 2015 awards program will again host a continuing education session during the 2015 convention. 2014-2015 Communications Committee Members Chair: Vice President Joyce Owens, AIA, RIBA Scott Anderson, AIA Jodie Dodson, AIA Dawn Emerick, EdD, Public Member Danilo Guiso, AIA Tom Hurst, AIA Ron Johnson, AIA Emeritus Christopher Kariher, AIA Lourdes Solera, FAIA Holly Stenger, AIA David Ways, AIA


2015 Quarter Key Goals Outcome

Q1: Jan.-Mar.

Publish PR Toolkit For

Component Use

Featured in Component Clearing

House on Website. Also created

Social Media Start-Up Guide

Earn Coverage from at least

one local media outlet during

Legislative Day (Parklet

Coverage)

Two press releases distributed,

only social media coverage from

local groups

Publication of Citizen

Architect in local markets

Press releases distributed, along

with Component Excellence

Award and AIA Florida EVP

earning Hon. AIA, no coverage.

Establish AIA Florida

Instagram

Established, @aia_florida, added

to website

Increase Twitter followers by

minimum of 2% (77 people)

130 new followers specifically

including legislators and students

Q2: April-June

Assist components in utilizing

tool kits

AIA Gulf Coast Coverage of

opening of Center for

Architecture Sarasota; Webinar

held explaining contents and

usage

At least one "personal

interest" story in FCA

"The Intersection of Architecture

and Corporate Social

Responsibility" By: Ramon Wong,

AIA; "Equity by Design" - Jaya

Kader Zebede, AIA

OPED from AIA Florida in

Three Major Media Markets Not Achieved

Inclusion in Florida Trend

Cuba Edition

Was not a possiblity with current

time frame

Social Media Engagement

Increase

Instagram= 142 followers;

Twitter 121 new follwers;

Facebook and Twitter metrics

evaluated to determine post

times for People's Choice-

impact realized in Q3

People's Choice Media

Coverage

Social Media campaign started

June 29. Press efforts began June

30- impact realized in Q3


Q3: July-Sept.


PR Toolkit- at least four

components receive coverage-

OPED or Event Profile

Earned media coverage of AIA

Florida Design Awards- in

AIArchitect, media markets of

winners

Currently stories have ran in

Sarasota and Pensacola.

Targeting markets of winners in

August in timing with awards

program

Palm Beach Centric OPED

published in time with

convention in Boca

Coverage of People's Choice

in All Major Florida Media

Markets

Q4:


PR Toolkit- at least five

components receive coverage-

OPED or Event Profile

AIA Florida EVP, President,

President-Elect host meetings

with editorial boards in at

least three major media

markets


Knowledge Committee 2015 Annual Report 2015 Convention: “Resilience and Relevance” The theme of “Resilience and Relevance” for this year’s convention highlights the devisers, makers and creators of the built environment. While architects work to design a relevant and resilient future, the struggle to ensure today’s work will remain impactful and beneficial in the years to come is faced at every professional bend in the road. The 2015 kick off speaker, Steve Luoni, Assoc. AIA, will address the built environment and design’s role in building urban resiliency, emphasizing the city as ecology. Keynote speakers Randy Brown, FAIA, Marco Casagrande and Rusty Smith will continue to explore the intersection of the environment, growth, health, sustainability, education and architecture. For our EP’s, there will be EP focused sessions, in addition to three days of ARE Boot Camps on Friday, Saturday and Sunday. There will also be sessions developed the Jacob Leadership Institute that will cover leadership training. In addition to technical educational sessions, this year’s courses will focus on marketing and branding strategies, navigation of legal issues, the effect of space planning on informal interactions, elevating architects to positions of influence through leadership development and more. The convention also provides an opportunity for attendees to engage in the community by a tour of the Morikami Museum and a historical tour of the Boca Raton Resort Hotel. Other Convention highlights include the Tradeshow and reception, golf tournament, movie night featuring “The Competition”, a “Speed Mentoring” event with EP’s and Fellows, Drink and Draw!, and the presentation of AIA Florida/Caribbean 2015 Honor & Design Awards. Social media via Twitter, Facebook, and Linked In will be available, as well as AIA Florida’s smartphone app. Continuing Education Programs Beyond Convention In the spring of 2015, another Hot Topics tour was offered in four cities (Pensacola, Tampa, Orlando and Ft. Lauderdale) that included two Advanced Building Code courses, a session on Wind Loads, and a session on Fire Safely, for a total of 7 CEUs. In collaboration with Building a Safer Florida, registration was free and was sold out in each city. Members may also fulfill CE requirements online. Currently, AIA Florida offers 7 CE courses, including Advanced FBC courses online. Future webinar topics may include topics covered by Graphisoft and Workflow Max, among others.


Future Professional Developments Projects: Hot Topics – Fall 2015 Similar programming as the Spring 2015 Hot Topics, this program will be grant funded by BASF and DBPR, allowing architects to earn CE credit for a very nominal “refreshment” fee. Practice Management Webinars Still in the development stages, there will be a series of webinars offering valuable information and education on how to run an architecture firm. Sessions will cover “A-Z”, from creating the business, to running the business, to succession planning. Codes on the Road – Starting in 2016 A series of seminars that focus on “the code”, covering all aspects of code changes. Seminars will be held in various cities throughout the state over a full year, starting in January 2016, with 6 hours in each quarter, totaling 24 hours. 2015 Knowledge Committee Members Professional Development: Chair: JJ Scott, AIA Steve Jernigan, FAIA Pat Hoy, AIA Pat Ballasch, AIA Mick Stuebben, AIA Patrick Thorpe, AIA Hank Wolf, AIA Jack Ahern, AIA Jedd Heap, AIA Anthony Mazza, AIA Convention: Chair: Steve Jernigan, FAIA Kim Headland, AIA Pat Hoy, AIA JJ Scott, AIA Jeff Huber AIA, NCARB, LEED AP Lindsey Piant Perez, AIA, LEED AP BD+C David Hugglestone, AIA Rick Logan, AIA Lourdes Solera, FAIA Donald Yoshino, FAIA Sherryl Muriente, Assoc. AIA Jordan Yee, AIA


AIA Florida Membership Committee

Annual Meeting Report | July 30, 2015

Membership Points

The Membership Committee has actively pursued ways to assist Florida components with membership tools this year. The committee has met three times since February and will continue to meet as initiatives arise in the coming months. The committee is made up of the following AIA Florida members:

Kim Headland, AIA; Carlos Molnar, AIA; Tony Lamell, AIA; Jason Hagopian, AIA; Don Whitehead, AIA; Steve Panzarino, AIA; Jerel McCants, AIA; Pete Karamitsanis, AIA; Gene Kluesner, AIA; Jim Anstis, FAIA

Cost Benefit Analysis

In February, the committee developed a list of initiatives for the year. Many of these ideas focused on how to showcase the benefits of membership to both current members and to potential members. With the help of AIA Tampa Bay, and specifically Alex Rios, AIA, the committee developed a cost/benefit analysis, incorporating all the programs and services that directly assist both architects and associate members in their daily lives. It was found that membership at all three levels of AIA saves a typical member almost $2,500 and saves an associate member an average of $2,300 per year. Many factors came into play including chapter event discounts, contract document savings, subscription information, Insurance services, and marketability/career help. Additionally, the committee recognized the Continuing Education tracking as a benefit, but has not quantified that benefit to date.

Target Market Campaign

The committee has begun work on a target market campaign that would focus on recruitment efforts for associate members (0-10 years out of school). The committee will reach out to potential members through a variety of channels with a Did You Know campaign. This campaign will include references to ARE study guides, online Boot Camp, social media, EP testimonials from around Florida, the 18 months of free membership and more.

A separate target campaign was developed for newly licensed architects in Florida. Outreach to these potential members included:

• Newly licensed panel session at convention for associates • Mailing to newly licensed, inviting to attend at young architect rate, sent with

convention brochure


• Planned interviews/documentary style videos at convention of new members / young architects / associates for recruitment

Lapse Process

In advance of the AIA lapse process in April, the committee developed a tool kit for components to use in renewing these members. Included in the tool kit was:

• Lists of unpaid members per component • List of non-members per component • Sample Renewal letter from National CEO • Sample script for outreach phone calls • Sample quarter-page print ad for print publication • Sample email blast to personalize and send to lapsed members • Membership calendar for reference

The Component Win-Back Challenge was incorporated for another year, providing the component with the greatest increase in renewal rate a prize. Winner can choose a formal Advanced FBC course in their component, or equal amount stipend for other component events. The challenge ran from April 8 through July 1. The winner is to be announced at the Annual Meeting on July 30, 2015.

Future Work

The committee is anxious to review the Firm Membership program and determine the best benefits and procedures for this important category of Florida membership.

In the fall of 2015, the committee will distribute the AIA FL Annual Report marketing piece to non-members in Florida as a recruitment tool. This annual report is sent to members each year, but the committee felt it important to showcase the association’s efforts and successes beyond itself, to those who are unaware of the work done by AIA FL.

Additionally, the committee will continue its work of more structured outreach to the schools of architecture and academia.


MEMORANDUM To: Bill Hercules, FAIA Greg Burke, AIA From: Becky Wilson, CAE, Director of Administration Date: July 5, 2015 RE: Foundation Updated Financials as of June 30, 2015

FOUNDATION The Foundation has a balance of $4,900.86 as June 30, 2015. The investment account balance as of May 31 is $219,841.59. This is a gain of $1,4050 since the end of May. The Foundation has received $2,025 in dues check offs this year. Below is a history of contributions including firm dues check offs as of June 30.

2011 2012 2013 2014 2015 $0.00 $2,240.00 $4,310.00 $2,525.00 $2,785.00

$0.00

$500.00

$1,000.00

$1,500.00

$2,000.00

$2,500.00

$3,000.00

$3,500.00

$4,000.00

$4,500.00

$5,000.00

2011 2012 2013 2014 2015


Below is a history of account balances as of June 30.

2010 2011 2012 2013 2014 2015

Operating Account $49,033.50 $12,825.24 $6,679.40 $9,524.23 $7,414.70 $4,900.86 Reserve Account $137,062.69 $195,000.66 $192,862.96 $209,308.65 $216,478.51 $219,841.59 Total $188,106.19 $209,836.90 $201,554.36 $220,845.88 $225,907.21 $226,757.45

$0.00

$50,000.00

$100,000.00

$150,000.00

$200,000.00

$250,000.00

2010 2011 2012 2013 2014 2015

Operating Account

Reserve Account

Total


Florida Foundation for Architecture Balance Sheet

Jun 30, 15

ASSETS

Current Assets

Checking/Savings

People's First 4,900.86

Smith Barney 219,841.59

Total Checking/Savings 224,742.45

Accounts Receivable

Accounts Receivable 1,150.00

Total Accounts Receivable 1,150.00

Other Current Assets

Prepaid Expenses 396.00

Total Other Current Assets 396.00

Total Current Assets 226,288.45

TOTAL ASSETS 226,288.45 LIABILITIES & EQUITY

Liabilities

Current Liabilities

Accounts Payable

Accounts Payable 556.90

Total Accounts Payable 556.90

Total Current Liabilities 556.90

Total Liabilities 556.90

Equity

Opening Bal Equity 86,416.04

Retained Earnings 135,848.54

Net Income 3,466.97

Total Equity 225,731.55

TOTAL LIABILITIES & EQUITY 226,288.45


Florida Foundation for Architecture Profit & Loss

Jan - Jun 15

Ordinary Income/Expense

Income

Contributions Income

Dues Check Off 2,025.00

Contributions Income - Other 760.00

Total Contributions Income 2,785.00

Total Income 2,785.00

Gross Profit 2,785.00

Expense

Bank Service Charges 24.00

Insurance 1,129.00

Licenses and Permits 61.25

Professional Fees

Management Fees 1,062.50

Total Professional Fees 1,062.50

Public Relations

Mobile Application 1,104.96

Public Relations - Other 77.00

Total Public Relations 1,181.96

Telephone 103.24

Travel & Ent

Travel 273.93

Total Travel & Ent 273.93

Website 70.00

Total Expense 3,905.88

Net Ordinary Income -1,120.88

Other Income/Expense

Other Income

Interest Income 6,270.74

Total Other Income 6,270.74

Other Expense

Unrealized Gains/Losses 1,682.89

Total Other Expense 1,682.89

Net Other Income 4,587.85

Net Income

3,466.97


Florida Foundation for ArchitectureAs of June 30, 2015

2008 Actual 2010 Actual 2011 Actual 2012 Actual 2013 Actual 2014 Actual2014

Budget2015 as of

June 30, 20152015

Budget


Income

Contributions Income

Active Trustee Fundraising -$ -$ -$ -$ -$ -$ -$

Dues Check Off 900$ 4,892$ 4,230$ 4,100$ 4,475$ 2,825$ 4,000$ 2,025$ 3,000$

Unrestricted -$ 40$ 100$ -$ 675$ 15,275$ 33,192$ 760$ 15,600$

Contributions Income - Other 15,359$ (520)$ -$ 10,440$ -$ -$ -$

Total Contributions Income 16,259$ 4,412$ 4,330$ 14,540$ 5,150$ 18,100$ 37,192$ 2,785$ 18,600$

Event Fundraising

Foundation Event

Event Ticket Sales 6,600$ 4,850$ 3,550$ -$ -$ -$ -$

Sponsorship 5,000$ -$ -$ -$ -$ -$ -$

Total Foundation Event 12,200$ 4,850$ 3,550$ -$ -$ -$ -$ -$

Convention Fundraising -$ 696$ -$ 6,404$ 3,325$ 6,280$ 3,000$ 3,000$

Tradeshow Fundraising -$ 390$ -$ -$ -$ -$ -$

Total Event Fundraising 12,200$ 5,936$ 3,550$ 6,404$ 3,325$ 6,280$ 3,000$ -$ 3,000$

Design Entry

Design Competition Sponsorship -$ 3,750$ 5,250$ 1,000$ -$ -$ -$ -$

Design Entry - Other 2,300$ 850$ 1,550$ 200$ -$ -$ -$ -$

Total Design Entry 2,300$ 4,600$ 6,800$ 1,200$ -$ -$ -$ -$ -$

Miscellaneous Income

Riverview Legal Fund 5,000$ -$ -$ -$ -$ -$ -$ -$

Total Miscellaneous Income 5,000$ -$ -$ -$ -$ -$ -$ -$ -$

Sponsorships 5,000$

Total Income 38,684$ 14,948$ 14,680$ 22,144$ 8,475$ 24,380$ 40,192$ 2,785$ 26,600$

Gross Profit 38,684$ 14,948$ 14,680$ 22,144$ 8,475$ 24,380$ 40,192$ 2,785$ 26,600$



Budget2015 as of

June 30, 20152015

Budget

Expense

Accounting Fees 1,075$ 1,470$ 1,125$ 375$ 155$ -$ 200$ -$ 200$ Bank Service Charges -$ -$ -$ 24$ 12$ -$ 25$ 24$ -$

Grant Awards -$ -$ 5,500$ 24,015$ 2,750$ 6,424$ 3,000$ 3,000$

Insurance 1,188$ -$ 1,129$ 1,188$

Licenses and Permits 96$ 61$ 61$ 61$ 61$ 136$ 62$ 61$ 135$

Meeting Expense 316$ -$ 595$ 176$ 3,836$ 951$ 3,500$ 3,500$

Organizational Membership Dues -$ -$ 250$ -$ 250$ -$ 250$ -$ 250$

Postage and Delivery 240$ 43$ 294$ 45$ 45$ 56$ 50$ 25$

Printing and Reproduction 579$ 599$ -$ -$ -$ -$ -$ -$

Professional Fees

Consulting -$ -$ -$ -$ -$ -$ -$ -$

Management Fees -$ -$ 2,125$ 2,124$ 2,125$ 2,125$ 2,125$ 1,063$ 2,125$

Total Professional Fees -$ -$ 2,125$ 2,124$ 2,125$ 2,125$ 2,125$ 1,063$ 2,125$

Program Expense

Bronze Medal 115$ -$ -$ -$ 78$ -$ -$ -$ -$

Design Competition 3,773$ 4,050$ 4,873$ 405$ 5,891$ -$ -$ -$ -$

2013 Design Competition -$ -$ -$ -$

Foundation Luncheon 9,074$ 1,593$ 3,423$ -$ -$ -$ -$ -$

Luncheon Speaker Honorarium -$ -$ 1,000$ -$ -$ -$ -$ -$

Program Expense - Other (54)$ 5,245$ -$ 2,004$ -$ -$ -$ -$

Total Program Expense 13,148$ 10,889$ 9,296$ 2,409$ 5,969$ -$ -$ -$ -$

Public Relations 395$ 77$ -$

Education Program 5,000$

Mobile Application 925$ -$ 1,105$ 925$

Open House -$ 10,000$ -$ 1,000$

Peoples Choice Award 15,000$ 15,000$ 5,000$

Total Public Relations 16,320$ 25,000$ 1,182$ 11,925$

Scholarship

Total Scholarship -$ -$ -$ -$ -$ -$ -$ -$ -$

Telephone 413$ 305$ 518$ 180$ 150$ 247$ 180$ 103$ 140$

Travel 3,708$ 1,679$ 4,800$ 274$ 4,800$

Website 736$ 1,000$ 70$ 500$

Total Expense 27,944$ 13,367$ 19,764$ 29,409$ 19,061$ 29,861$ 40,192$ 3,906$ 26,600$



Budget2015 as of

June 30, 20152015

Budget

Net Ordinary Income 10,740$ 1,582$ (5,084)$ (7,265)$ (10,586)$ (5,481)$ -$ (1,121)$ -$


Other Income

Interest Income 233$ 3,071$ 3,159$ 4,043$ 7,037$ 13,458$ -$ 6,271$ -$

Total Other Income 233$ 3,071$ 3,159$ 4,043$ 7,037$ 13,458$ -$ 6,271$ -$

Other Expense

Unrealized (Gains)/Losses 34,607$ (11,440)$ 9,182$ (22,836)$ (30,036)$ 11,875$ 1,683$

Total Other Expense 34,607$ (11,440)$ 9,182$ (22,836)$ (30,036)$ 11,875$ 1,683$

Net Other Income (34,374)$ 14,511$ (6,023)$ 26,878$ 37,073$ 1,583$ 4,588$

Net Income (23,634)$ 16,093$ (11,107)$ 19,614$ 26,487$ (3,898)$ -$ 3,467$


MEMORANDUM To: Vicki L. Long, CAE, Hon. AIA Nati Soto, FAIA From: Becky Wilson Magdaleno, CAE, Director of Administration Date: July 13, 2015 RE: FAPAC Financials as of June 30, 2015 FAPAC has a balance of $15,336.09 as of June 30, 2015. FAPAC has collected $9,100 in contributions for 2015. Below is a chart comparing fundraising from previous years.

2008 2009 2010 2011 2012 2013 2014 2015 $33,910.00 $21,429.15 $10,796.00 $13,326.50 $11,079.15 $13,365.00 $15,796.00 $9,100.00

$0.00

$5,000.00

$10,000.00

$15,000.00

$20,000.00

$25,000.00

$30,000.00

$35,000.00

$40,000.00

2008 2009 2010 2011 2012 2013 2014 2015


The chart below shows contribution totals by component as of June 30, 2015. Members from AIA Tampa Bay have contributed the most with $2,310.

Fort Lauderdale $75 Gainesville $210 Gulf Coast $325 Jacksonville $300 Miami $1,575 Northwest $575 Orlando $685 Palm Beach $700 Southwest $275 Space Coast $50 Tallahassee $525 Tampa Bay $2,310 Treasure Coast $1,160

FAPAC has collected $3,940 from firm dues check offs. Below is a comparison of contributions from firm dues.

$0

$500

$1,000

$1,500

$2,000

$2,500


FAPAC Firm Dues Check Off 2013 2014 2015

$9,223.00 $8,994.00 $3,940.00

FAPAC has made $1,000 in contributions for the 2016 election cycle. The FAPAC board will meeting to consider further contributions to be made now that the legislative session has concluded. The following is for informational purposes:

Date Campaign Party Amount 12/18/2014 Richard Corcoran Campaign Republican 500.00 12/18/2014 Jose Oliva Campaign Republican 500.00

1,000.00

$0.00

$1,000.00

$2,000.00

$3,000.00

$4,000.00

$5,000.00

$6,000.00

$7,000.00

$8,000.00

$9,000.00

$10,000.00

2013 2014 2015


FAPAC Profit and Loss

Jan - Jun 15


Income

4030 · Contributions Income 9,100.00

Total Income 9,100.00

Expense

6240 · Miscellaneous 559.13

6250 · Postage and Delivery 9.66

6260 · Printing and Reproduction 200.41

6340 · Telephone 0.44

Total Expense 769.64

Net Ordinary Income 8,330.36


Other Income

7010 · Interest Income 0.49

Total Other Income 0.49

Net Other Income 0.49

Net Income 8,330.85


FAPAC Balance Sheet

Jun 30, 15

ASSETS

Current Assets

Checking/Savings

107 · Peoples First Community Bank 14,291.09

Total Checking/Savings 14,291.09

Accounts Receivable

2200 · Accounts Receivable 1,675.00

Total Accounts Receivable 1,675.00

Total Current Assets 15,966.09

TOTAL ASSETS 15,966.09 LIABILITIES & EQUITY

Equity

1110 · Retained Earnings -9,640.04

3000 · Opening Bal Equity 17,275.28

Net Income 8,330.85

Total Equity 15,966.09

TOTAL LIABILITIES & EQUITY 15,966.09


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