Bylaws



Florida Association of Architects



 Foundation, Inc.


ARTICLE I. NAME AND PURPOSE
Section 1. Name.
 The name of this Corporation is the Florida Associ-
ation of Architects Foundation, Incorporated.
 In these Bylaws the Corporation is called the Founda-
tion.
Section 2. Purposes.
 The purposes of the Foundation shall be to solicit,
receive and expend gifts, grants and legacies, to provide
architectural scholarships, establish professorships, and
assist architectural, educational and research projects; to
establish awards, prizes and medals for meritorious work;
to provide for the disseminating of literature and infor-
mation of use and advantage to the profession of archi-
tecture and the arts and services allied to it; to assist by
cooperation and association in any activity that shall
result in the improvement of the profession of architec-
ture; and to do all of this without pecuniary profit.

ARTICLE II. ORGANIZATION
Section 1. Membership.
 The members of the Foundation shall be the Officers
and Directors of the Florida Association of Architects
during their terms of office. The Officers and Directors
of the Florida Association of Architects shall automatically
become members of the Foundation and shall cease to
be members of the Foundation automatically when they
cease to be Officers and Directors of the Association.
Section 2. The Board of Trustees.
 a. The Board of Trustees of the Foundation shall
consist of not more than fifteen Trustees, of whom not
less than six shall be corporate members of the Florida
Association of Architects, and who shall be elected by the
members of the Foundation. The Secretary and the
Treasurer of the Florida Association of Architects shall
be Trustees throughout their terms of office in the Asso-
ciation. Other Trustees shall serve for a term of two years
or until their respective successors shall have been elected
and qualified, whichever is later. A Trustee may serve
for two consecutive two-year terms but not for more than
two terms consecutively, except this restriction shall not
apply to the Secretary or Treasurer of the Association.
Terms shall be arranged so that the terms of approxi-
mately one-half of the Trustees expire each year.
 b. The Trustees shall assume their terms of office
at the annual Meeting of the Board of Trustees following
the annual meeting of the Members at which they were
elected.
 c. If a vacancy occurs in the membership of the
Board of Trustees other than on account of the regular
APRIL, 1965


expiration of a term of office, the vacancy shall be filled
for the unexpired term of office by appointment of a
successor by the President of the Foundation.
 d. Any proposed action to be taken or things to be
done by or on behalf of the Foundation shall be taken
or under the authority of the Board of Trustees, which
shall have the powers conferred or allowed by law.

ARTICLE III. MEETINGS
Section 1. Annual Meetings.
 a. The annual meeting of the Members shall be
held at least 60 days in advance of the Annual Meeting
of the Board of Trustees so that new Foundation Trustees
may be elected in time to be notified to attend the annual
meeting of the Board of Trustees.
 b. The annual meeting of the Board of Trustees
shall be held on the day after the organization meeting
of the F.A.A. Board of Directors and at the same place.
 c. At all meetings members may vote by proxy.
Trustees may not vote by proxy.
Section 2. Other and Special Meetings.
 One other meeting of the Board of Trustees shall
also be held at the 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 or
any four Trustees.
Section 3. Notice of Meetings.
 At least twenty days written notice of any meetings
should be given by the Secretary by mailing the same to
each member or Trustee at his last known post office
address.
Section 4. Quorum.
 The majority of the number of members and of the
number of Trustees shall constitute a quorum at any
meeting except where otherwise provided by law; but a
less number may adjourn any meeting from time to time,
and meetings may be held, as adjourned, without further
notice.
Section 5. Executive Committee.
 The President of the Foundation may appoint an
Executive Committee of three members of the Board of
Trustees who shall have and exercise the powers of the
Board of Trustees between meetings of the Board of
Trustees and shall regularly report to the Board of
Trustees its actions at each meeting of the Board of
Trustees for review by the Board of Trustees or for such
further action as may be deemed advisable by the Board
of Trustees.
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