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AIA Connecticut Board of Directors

Agenda

January 14, 2019 3:30PM

CURRENT MISSION & VISION STATEMENTS: AIA Connecticut is the voice of the Architectural Profession,

dedicated to serving its members, advancing their value, and improving the quality of the built and

natural environments.

It is our vision to continually enhance and effectively communicate the Value of Architects’ services.

Anti-Trust Statement: It is the practice of the American Institute of Architects and its members to comply strictly

with all laws, including federal & state antitrust laws that apply to AIA operation & activities.

Accordingly, this meeting will be conducted in full compliance with those laws.

Consent Agenda – Motion Needed

1. Secretary’s Minutes

2. Membership Report

3. Committees/Programming Report

4. Event/Program Report

5. Communications Report

For discussion:

1. Strategic Plan Presentation

a. Nancy Alexander/ Glenn Gollenberg/Gina Calabro

2. President’s Report

3. Treasurer’s Report

4. Allied Membership Application(s) Session – Motion Needed

5. Executive Director Report

6. Reports

a. AIA New England – Alan Lagocki

b. EP Report – Gina Calabro

c. Connecticut Architecture Foundation – Kermit Thompson

7. Executive Session (if called)

The next regularly scheduled meeting of the Board of Directors of the Connecticut Chapter of the

American Institute of Architects is scheduled for Monday February 11, 2019 at 3:30PM at AIA Connecticut

offices.

AIA Connecticut Board of Directors Terms – 2019

Officers Position Term

Glenn G. Gollenberg, AIA President January 1, 2019 – December 31, 2019

George E. McGoldrick, AIA President-Elect January 1, 2019 – December 31, 2019

Angela D. Cahill, AIA Treasurer January 1, 2019 – December 31, 2019

Randall Anway, AIA Secretary January 1, 2019 – December 31, 2019

Arthur L. Sanders, AIA Past President January 1, 2019 – December 31, 2019

Director First Term First Term

Directors are elected for three-year terms

and may serve two consecutive terms

Michal Ayles, FAIA Director January 2, 2019 – December 31, 2021

Paolo Campos, AIA Director January 2, 2019 – December 31, 2021

Catherine Ellithorpe, AIA Director January 2, 2019 – December 31, 2021

Linda C. Reeder, FAIA Director January 2, 2018 – December 31, 2020

Susan Wyeth, AIA Director January 2, 2018 – December 31, 2020

Joseph R. Bergin, AIA Director January 2, 2018 – December 31, 2020

John J. Butkus, AIA Director January 1, 2017 – December 31, 2019

Kermit D. Thompson, AIA (CAF Liaison) Director January 1, 2019 – December 31, 2019

Officers Directors

Arthur L. Sanders, AIA George E. McGoldrick, AIA Randall Anway, AIA Adrienne M. Nelson, AIA President Treasurer Linda J. Batchelder, AIA Linda C. Reeder, FAIA

Glenn R. Gollenberg, AIA Angela D. Cahill, AIA Joseph R. Bergin, AIA Kermit D. Thompson, FAIA Vice President / President Elect Secretary John J. Butkus, AIA Susan Edler Wyeth, AIA

George Fellner, AIA Past President Gina Calabro, Executive Director

370 James Street, Suite 402

New Haven, CT 06513

[email protected] • www.aiact.org (203) 865 2195

December 17, 2018

BOARD OF DIRECTORS MEETING MINUTES

Board members present: Art Sanders, Glenn Gollenberg, George McGoldrick, Angela Cahill,

George Fellner, Randy Anway, Rich Connell, John Butkus, Kermit Thompson. Gina Calabro,

Executive Director. Guest: Amy Zemel

Absent: Adrienne Nelson, Alan Lagocki, Joe Bergin, Susan Wyeth, Linda Batchelder

Meeting called to order at 3:39pm.

MOTION: The Consent Agenda, including November 12, 2018 minutes, approved

unanimously.

President’s Report: Art Sanders summarized the previous Strategic Planning Committee meeting,

which took place on December 10th, 2018. Art also presented the mission statement and vision

statement to the board. It Members of the board requested the full scope of the strategic plan

before approving the statements.

Treasurer’s Report: George reports that the association is in good financial shape. The balance

sheet now

reflects which accounts are reserves and which are operating.

MOTION: Treasurer’s report approved unanimously.

Allied Members: MOTION: The following application for Allied Membership was unanimously

approved: Garret Wilson Builders of Fairfield, CT; LoParco Associates, Inc. of Greenwich, CT;

J Geiger Shading Technology of North Charleston, SC

Executive Director’s Report: Gina reported that 2018 brought in 23 new members to AIA

Connecticut. She also attended the Industry Advisory Council on November 27th. The council plans

to meet quarterly discuss working with the state issues that affect the AEC industry. Gina has met

with other organizations to build relationships and bring in more collaborative projects. An

Emerging Professionals (EP) focus group was held to gather their thoughts on AIA and to help set

future agendas for the EP committee. AIA Connecticut will be launching a “roadshow”, which will

kick off at Svigals + Partners in January 2019 to spread the word and educate the newly graduated

and newly licensed on what AIA has to offer. Association Healthcare Plans were enacted by the

Federal Government in October 2018 but have yet to fully finalized or accepted in Connecticut.

Gina is setting up meetings with a few insurance agencies to gather more information with hopes

AIA Connecticut can launch this in 2019. The October 2018 statement balance in the investment

account is $167,625.99 with $166,200.52 invested in mutual funds and $1,425.47 in money market

funds.

http://www.aiact.org/

Officers Directors

Arthur L. Sanders, AIA George E. McGoldrick, AIA Randall Anway, AIA Adrienne M. Nelson, AIA President Treasurer Linda J. Batchelder, AIA Linda C. Reeder, FAIA

Glenn R. Gollenberg, AIA Angela D. Cahill, AIA Joseph R. Bergin, AIA Kermit D. Thompson, FAIA Vice President / President Elect Secretary John J. Butkus, AIA Susan Edler Wyeth, AIA

George Fellner, AIA Past President Gina Calabro, Executive Director

370 James Street, Suite 402

New Haven, CT 06513

[email protected] • www.aiact.org (203) 865 2195

Committee Reports:

ALB – Angela had nothing new to report, since they are still waiting for legal at DCP for language

on changes the licensing board would like to enact. There have been some new developments in

proposed state CEU statute. ALB chair Barkin has asked that AIA Connecticut take the lead. The

next ALB meeting will be held in January.

National – Rich Connell’s last report for the board as his Strategic Council appointment ends in

December. He attended Governance Week and reported that in 2011, AIA as an organization had

80,481 members. In 2018, AIA is now 92,603 members. Danielle McDonough from the BSA will be

replacing Rich in January 2019.

AIA New England –No report.

Emerging Professionals –Gina reported the committee will phone conference on the third Tuesday

of each month in 2019.

CAF – Kermit reported on the film screening of Kevin Roche: The Quiet Architect to be held on

January 25th, 2019. Proceeds will benefit CAF. Kermit also announced the new board members

joining CAF in 2019. In addition, George McGoldrick will represent AIA Connecticut on the board in

hos 2019 position as President Elect. The CAF Annual Appeal has already received more

donations than last year, approximately $5,000.

Meeting adjourned at 5:06pm.

The next meeting is on January 14th at 3:30 pm.

Respectively submitted,

Angela Cahill, AIA

Secretary

http://www.aiact.org/

Membership Report January 2019 December 2019

Dues received 2019 $211,303.83 $139,041.68

(to date)

New Members:

AIA 15 15

Associate AIA 17 15

Total New Members to date: 32 30

AIA 907 865

FAIA 36 34

Associate AIA 188 193

Sr. Associate AIA 16 16

Int’l Associate AIA 5 5

Emeritus (AIA and FAIA) 161 159

Total: 1,313 1,272

AIA member increase of 42 members (new, Associate AIA now licensed, and transfers to CT from

other components)

Emeritus increase/FAIA decrease of 2 FAIA members going Emeritus.

----------------------------------------------------------------------

Allied Members

New Members:

Corporate 30 27

Individual 3 1

Total New Members to date: 33 28

Corporate 168 165

Individual 37 34

Total: 205 199

VIP Circle Sponsors:

Diamond ($10,000) Titanium ($7,500) Platinum ($5,000)

O&G Industries Connecticut Stone Bond

Pella Windows & Doors AW Hastings/Marvin Windows J Geiger

Huber Engineered Woods Smarthome and Theater Systems

January 2019 Committee Reports

Design Committee:

The Design Committee will have a conference call on Thursday, January 10 to discuss the

awards program and calendar for the year.

BP&R:

BP&R has several programs scheduled for 2019, with the first quarter confirmed:

• January 16th Codes program with Darren Hobbs from 9am-12pm

• February 12 or 21 Codes program with Darren Hobbs and the Fire Codes expert

from 9am-12pm

• The first of a 3-part BIM program series is scheduled for March 19th. This will be a

case study of a building in Ft. Lauderdale, Florida. The facilitator will discuss all

aspects of the design and building process from initial renderings through project

completion, and how technology influenced/effected all aspects of the project’s

planning and completion.

• Additional programs for 2019: BIM part two will be a tour and program of a steel

manufacturing facility; BIM part three will be a deep dive into tech possibilities with

Steve Haines; a tour of the FM Global research campus in Rhode Island;

International Building Codes program with Tom Manning; School Security Program

with Fred and Brian Rojee; AIA Project Checklist update with Tom Manning.

Education/Historic Resources: Education has many programs being developed for 2019:

• February 20th Façade Failures with Joe Caputo and Paul Lanteri of Wiss, Janney,

Elstner Associates

• March 5th New Stone Age Technology with Jim DeStefano and Tyra Dellacroce

• April 2nd American House Styles with John Milnes Baker at the Fairfield Historical

Society

• Additional Programs in planning: Acoustics program with Justin Lau of Cerami;

Historic Architecture program with Chris Wigren; Architecturally Exposed Structures

with Jim DeStefano

Professional Practice Roundtable:

• All PP program dates and topics have been set for 2019, all are scheduled from

4:30pm-6:00pm:

January 22 Preventing Sexual Harassment and Improving Workplace Culture

March 28 Working with Building Officials

May 22 Receivables and Collecting

September 18 Design Build Program

November 20 Succession Planning

Emerging Professionals Committee:

The Emerging Professionals Committee will have a monthly teleconference via GoTo

Meeting at 12pm on the third Tuesday of the month with the first one being on January

22nd. This is a way to engage the Associate members who are unable to leave their office.

Sponsorships for Bowling are in discussion as well as a possible program for Revit, ideas

for masker space, and CANstruction.

Small Firms Collaborative:

The Small Firms Roundtable is being re-energized and revamped. As of now no meeting

dates have been set, however a survey is going around to gather data on programs for

small firms, and how we can further support them

Additional Programs Developed through AIA Connecticut Partnerships:

• Eversource Energy Programs Collaborations

• CT Concrete Program

• Joint Industry Dinner with Afternoon Program Preceding with Gary Unger and

Construction Institute

• Tech Programs: SketchUp Workshop Feb 2; Possible Revit Program at Yale School of

Architecture; R

Events Department Board Report – January 2019

Community Outreach 2019 initiatives

• Lego Course in partnership with local summer camps. K-12 outreach to educate on

what it is to be an architect.

• 3Dux Design to be implemented in the Girl Scouts of America as a project of the Women

in Architect Committee.

• Holiday Drive 2019

• CANstruction on May 9th, 2019

• Partnerships with charter schools for a 2-week immersive program.

• AIA Connecticut and The Connecticut Food Bank Film Screening

Sponsorship Open

• Conference booths and Sponsorship go on sale January 16th, 2019

• Bowling Sponsorships are now open

• Joint Industry Sponsorships are now open.

2019 Events (Planned)

January –

Newly Licensed Reception

o Date: Monday, January 29, 2019

o Time: 6:30pm to 8:00pm

o Venue: AIA Connecticut, 370 James Street Suite 402 New Haven, CT 06513

February –

AIA and Connecticut Food Bank Film Screening

o Date: Saturday, February 16th, 2019

o Time: 2:00pm – 4:00pm

o Venue: Bijou Theater Connecticut 275 Fairfield Avenue Bridgeport, CT, 06604

Bowling

o Date: Tuesday, February 26, 2019

o Time: 6:00pm-8:30pm

o Venue: AMF Circle Lanes 525 Main Street East Haven, CT 06512

March –

Joint Industry Dinner

o Date: Tuesday, March 12, 2019

o Time: 5:30pm – 9:30pm

o Venue: Aqua Turf, 556 Mulberry St, Plantsville, CT 06479

April –

- Appreciation Breakfast

o Date: Friday, April 12, 2019

o Time: 8:00am – 9:30am


May –

- CANstruction

o Date: Thursday, May 9,2019

o Time: 8:00am – 5:00pm

o Venue Connecticut Food Bank, 2 Research Pkwy, Wallingford, CT 06492

June –

- Annual Outing

o Date: Tuesday, June 11, 2019

o Time: 9:00am-8:00pm

o Venue: The Racebrook Country Club 246 Derby Ave, Orange, CT 06477

September –

- Conference– 2 Day Event

o Date: September 12-13, 2019

o Venue: Mohegan Sun Conference Center 1 Mohegan Sun Blvd, Uncasville, CT

06382

December –

- Awards Gala

o Date: Monday, December 9, 2019

o Time: 5:30pm – 10:00pm

o Venue: Aria, 45 Murphy Rd, Prospect, CT 06712

- Holiday Reception

o Date: Friday, December 13, 2019

o Time: 5:30pm – 8:30pm


COMMUNICATIONS SUMMARY - DecemberFACEBOOK FOLLOWERS

INSTAGRAM FOLLOWERS

LINKEDIN FOLLOWERS

TWITTER FOLLOWERS

CONSTANT CONTACT OPEN AVERAGE

DECEMBER ARCHITYPE READS

GOOGLE ANALYTICS - ACTIVE SITE USERS

382 1,025 89 1,609 32.38% 391 2,127

INSTAGRAM FOLLOWERS (as

of May 2018)

LINKEDIN FOLLOWERS (as of

May 2018)

84 23

SOCIAL MEDIA REPORT - DECEMBER

MOST SUCCESSFUL POST # OF POSTS LAST 30 DAYS FOLLOWERS (AS OF DEC 31)

FOLLOWERS (AS OF NOV

30)

FOLLOWERS CHANGE

FACEBOOK Awards Gala post 9 387 371 16

INSTAGRAM Staff Photo and Awards Gala Post 11 1025 1000 25

TWITTER Awards Gala Post 9 1,609 1,605 4

LINKED-IN Awards Gala Post 9 89 73 16

INSTAGRAM - aiactEP Emerging Professionals Breakfast post 1 287 268 19

SITE

CONSTANT CONTACT REPORT - DECEMBER

CAMPAIGN NAME TIME SENT TOTAL SENT OPEN RATE DESKTOP OPENS MOBILE OPENS UNSUBSCRIBES

All Committee Meeting 2018/12/19, 1:00 AM 1088 35.40% 62.30% 37.70% 0

Well Building 1/15 2018/12/18, 1:00 PM 2280 26.60% 73.10% 26.90% 0

ARE series 2018/12/17, 1:00 PM 496 32.90% 80.30% 19.70% 0

Kevin Roche tickets email 2018/12/17, 11:00 AM 2281 35.60% 80.20% 19.80% 1

Communique 12.11 copy 2018/12/11, 2:01 PM 2283 29.60% 72.10% 27.90% 0

Communique 12.11 2018/12/11, 1:35 PM 2283 26.30% 71.80% 28.20% 1

ArchiType: December 2018/12/06, 1:55 PM 2305 34.30% 82.70% 17.30% 0

Procrastinator's Special resend 2018/12/04, 1:00 PM 1083 32.90% 75.90% 24.10% 0

Holiday Reception invite 2018/12/03, 1:00 PM 1158 37.80% 79.90% 20.10% 0

ARCHITYPE MAGAZINE REPORT - NOV vs DEC

ISSUE TIME SENT TOTAL SENT OPEN RATE DESKTOP OPENS

MOBILE OPENS

FLIP HTML5 READS

AVERAGE READ TIME UNSUBSCRIBES

December Thu, Dec 6, 2018, 2:00 PM 2305 32.90% 82.70% 17.30% 391 6:01 0

November Thu, Nov 8, 2018, 1:00 PM 2324 33.60% 81.60% 18.40% 275 7:17 1

GOOGLE ANALYTICS FOR AIACT.ORG - DECEMBER

SITE30 DAY ACTIVE USERS

7 DAY ACTIVE USERS

24 HR ACTIVE USERS

AVERAGE SESSION

DURATION

MOST USED BROWSER DESKTOP MOBILE TABLET PAGES WITH MOST TRAFFIC HIGHEST TRAFFIC

aiact.org 2,127 302 72 2:55 Chrome 73.90% 22.10% 4.00% Homepage, Events Wednesday, 10:00 am

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A B C D E F G H I J K L M

Cumulative Numbers

2018 Annual

Approved

Budget January February March April May June July August September October November

Operating Income

4050 - Reimbursed Expenses 732 732 732 732 732 759 732

4100 - AIA Membership 341,050 435,343 439,195 440,132 409,594 351,144 358,069 359,364 360,406 362,813 363,482 364,694

4150 - Allied Membership 51,500 68,295 65,087 65,047 65,047 65,047 65,047 68,043

4200 - EDUCATION 42,150 4,488 6,298 10,708 17,361 26,678 37,398 40,773 41,293 45,133 46,605 50,737

4300 - PROGRAMMING 21,749 - - 18,674 19,384 3,333 3,333 4,858 5,605 9,215 28,611 53,700

4370 - NATIONAL CONFERENCE 1,500 1,500 1,500 1,500 1,500 1,500 1,500

4400 - PUBLICATIONS 30,200 3,225 4,166 4,748 5,139 5,269 5,319 6,918 7,142 7,433 7,490 8,224

4500 - EVENTS 143,000 14,610 36,163 57,810 88,410 124,394 166,942 175,827 181,302 190,842 195,576 195,332

4600 - DOCUMENTS 81,644 755 19,118 19,520 20,066 37,016 37,640 38,188 46,849 55,654 67,467 85,774

4700 - OFFICE/SUBLET 6,200 190 465 3,715 3,715 OTHER INCOME OTHER INCOME OTHER INCOME OTHER INCOME OTHER INCOME OTHER INCOME OTHER INCOME

4800 - COMMITTEES 8,000 3,005 6,701 6,845 6,930 UNDER EDUCATION UNDER EDUCATION UNDER EDUCATION UNDER EDUCATION UNDER EDUCATION UNDER EDUCATION UNDER EDUCATION

4900 - ANNUAL SPONSORSHIPS NEW - 3,700 3,700 3,700 UNDER EVENTS UNDER EVENTS UNDER EVENTS UNDER EVENTS UNDER EVENTS UNDER EVENTS UNDER EVENTS

4999 - UNCATEGORIZED INCOME 0 732 200 225 225 225 225 225 1,391

5000 - COST OF GOODS SOLD 0 (244) (435) (6,196) (6,374) (6,386) (6,578) (6,691) (6,783) (6,859) (7,050) (7,182)

8000 - INVESTMENTS 1,000 5,209 533 1,002 1,105 1,007 1,107 1,236 9,243 10,069 8,918 17,564

GROSS PROFIT 726,493 466,581 515,904 560,658 569,762 613,182 670,774 687,977 712,561 741,804 778,630 840,509

.

NON-OPERATING EXPENSE

5100- MEMBERSHIP 1,500 - - - - 1,486 1,843

5200 - EDUCATION 22,250 - - 1,255 1,300 6,384 10,730 14,111 14,293 15,074 15,682 15,746

5300 - PROGRAMS 34,652 - 496 2,757 15,471 17,986 10,476 20,543 22,230 22,450 26,319 53,306

5400 - PUBLICATIONS 1,000 - - 665 665 665 665 665 717 717 717

5500 - EVENTS 46,750 - - 584 830 15,366 27,172 28,064 28,959 53,005 57,035 70,580

5600 - DOCUMENTS 10,000 (75) (14) (133) 73 188 682 706 781 942 6,225 7,939

5800 - COMMITTEES 35,000 10,700 11,335 14,454 14,474 UNDER EVENTS UNDER EVENTS UNDER EVENTS UNDER EVENTS UNDER EVENTS UNDER EVENTS UNDER EVENTS

5900 - INVESTMENT FEES 332

5950 - MISCELLANEOUS EXPENSE 50 332 392 558 226

TOTAL NON-OPERATING EXPENSES 151,202 10,625 12,149 19,309 33,371 41,147 49,725 64,089 66,928 92,188 107,464 150,131

OPERATING EXPENSES

6100 - OFFICE/FACILITIES 140,798 17,926 30,501 48,015 57,120 75,244 86,520 102,138 112,863 125,669 148,383 162,656

6200 - BANK CHARGES UNDER OFFICE 4,009 4,363 4,819 5,889 6,176 6,680 7,345

6300 - CAF EXPENSE 202 502 407 567 567 1,651 1,736

6600 - MARKETING 400 - 56 107 232 528 269 269 269 2,584 3,222 3,279

6300 - EMPLOYEE 442,850 22,995 50,826 89,160 135,160 169,805 227,859 263,229 304,061 338,273 372,522 423,321

6500 - PROFESSIONAL SERVICES 18,000 - 6,231 21,887 35,234 39,143 39,358 48,663 48,663 49,824 59,474 62,373

6800 - MISCELLANEOUS EXPENSE 5 153

6900 - UNCATEGORIZED EXPENSE 6,000 - 511 2,532 2,532

TOTAL OPERATING EXPENSES 608,048 22,995 57,624 113,686 173,158 288,931 358,871 419,525 472,312 523,093 591,937 660,863

TOTAL EXPENSE 759,250 33,620 69,773 132,995 206,529 330,078 408,596 483,614 539,240 615,281 699,401 810,994

NET ORDINARY INCOME -32,757 432,961 446,131 427,663 363,233 283,104 262,178 204,363 173,321 126,523 79,229 29,515

OTHER INCOME/EXPENSE

8100 - OFFICE/SUBLET 3,715 3,965 4,200 4,550 5,155 5,155 5,155

8500 - UNREALIZED GAIN/LOSS 2,584

9000 - UNCATEGORIZED EXPENSE (2,532) (2,188) (2,188) (2,188) (2,187) (2,187) (2,187)

NET OTHER INCOME 1,183 1,777

NET INCOME -32,757 432,961 446,131 427,663 363,233 284,287 263,955 206,375 175,683 129,491 82,197 35,067

Nov 30, 18

ASSETSCurrent Assets

Checking/Savings77,400.3832,999.0212,254.24

203,270.24

107.15

1015 ꞏ PEOPLE'S CHECKING1016 ꞏ PEOPLE'S SAVINGS1017 ꞏ HRAACCOUNT1021 ꞏ PETTY CASH

Total Checking/Savings

1,425.58186,000.55

122,760.79

99,625.84

99,625.84

Reserve Accounts1018 · EVERBANK SAVINGS ACCOUNT1097 · TD AMERITRADE - MONEY MARKET1900 · TD AMERITRADE - INVESTMENTSTotal Reserve Accounts

Accounts Receivable

1130 ꞏ ACCOUNTS RECEIVABLETotal Accounts Receivable

Other Current Assets1120-A ꞏ INVENTORY-COOKBOOK -6,688.261120 ꞏ INVENTORY ASSET 2,118.091350 ꞏ PREPAID EXPENSES 6,572.071370 ꞏ PREPAID INSURANCE 1,951.751499 ꞏ UNDEPOSITED FUNDS 1,014.16

Total Other Current Assets 4,967.81

Total Current Assets 618,050.81

Fixed Assets 11,022.54-10,289.0022,842.93-21,028.78

1570 ꞏ COMPUTER EQUIPMENT1572 ꞏ COMPUTER EQUIPMENT-ACCUM DEPR 1580 ꞏ FURNITURE & FIXTURES1581 ꞏ FURN & FIXTURES-ACCUM DEPR

Total Fixed Assets 2,547.69

Other Assets631,396.471700 ꞏ LEASE ACQUSITIONS-370

1701 ꞏ ACCUM AMORTIZATION 1950 ꞏ DEPOSIT - RENTAL

-163,626.76 11,500.92

Total Other Assets 479,270.63

TOTAL ASSETS 1,099,869.13

LIABILITIES & EQUITY

LiabilitiesCurrent Liabilities

Accounts Payable2000 ꞏ ACCOUNTS PAYABLE -185.00

Total Accounts Payable -185.00

Other Current Liabilities2100 ꞏ SALES TAX LIABILITY 908.532225 ꞏ CODA-SEP IRA 1,528.002300 ꞏ DUE TO CAF 1,950.00

Total Other Current Liabilities 4,386.53

Total Current Liabilities 4,201.53

12:59 PM A I A Connecticut

01/10/19 Balance SheetAccrual Basis As of November 30, 2018

Page 1

390,696.37

Nov 30, 18

Long Term Liabilities2710 ꞏ DEFERRED INCOME 224,995.992711 ꞏ UNEARNED NEW MEMBERS DUES -7,015.602715 ꞏ UNEARNED INCOME OTHER -6,395.00

Total Long Term Liabilities 211,585.39

Total Liabilities 215,786.92

Equity3040 ꞏ OPENING BAL EQUITY 117.753900 ꞏ RETAINED EARNINGS 848,897.20Net Income 35,067.26

Total Equity 884,082.21

TOTAL LIABILITIES & EQUITY 1,099,869.13


01/10/19 Balance SheetAccrual Basis As of November 30, 2018

Page 2

Jan - Nov 18

Ordinary Income/ExpenseIncome

4050 ꞏ REIMBURSED EXPENSES 731.684100 ꞏ AIA MEMBERSHIP

4105 ꞏ AIA MEMBERS 358,082.504110 ꞏ AIA ASSOCIATES 5,259.444125 ꞏ RECIPROCAL MEMBERS 892.004130 ꞏ PARTICIPATING MEMBERS 460.00

Total 4100 ꞏ AIA MEMBERSHIP 364,693.94

4150 ꞏ ALLIED MEMBERS4152 ꞏ CORP ALLIED 60,042.504154 ꞏ INDIV ALLIED 8,000.00

Total 4150 ꞏ ALLIED MEMBERS 68,042.50

4200 ꞏ EDUCATION4205 ꞏ AIA SEASON TICKET 5,028.004220 ꞏ BP&R 12,610.004225 ꞏ HISTORIC RESOURCES 1,010.004230 ꞏ CONTINUING EDUCATION 12,502.924235 ꞏ COTE 13,632.004240 ꞏ DESIGN 135.004250 ꞏ PROF PRACTICE 5,820.00

Total 4200 ꞏ EDUCATION 50,737.92

4300 ꞏ PROGRAMMING4305 ꞏ DESIGN AWARDS 45,407.504310 ꞏ ALICE WASHBURN 2,508.004320 ꞏ DRAWING AWARDS 1,560.004325 ꞏ BUSINESS AWARDS 800.004380 ꞏ MISC MEETINGS 3,425.00

Total 4300 ꞏ PROGRAMMING 53,700.50

4370 ꞏ NATIONAL CONVENTION 1,500.004400 ꞏ PUBLICATIONS

4405 ꞏ WEBSITE 6,372.504415 ꞏ NEWSLETTER 852.004420 ꞏ MAILING INCOME 1,000.00

Total 4400 ꞏ PUBLICATIONS 8,224.50

4500 ꞏ EVENTS4510 ꞏ ANNUAL CONFERENCE

4512 ꞏ UNDERWRITER 22,150.014514 ꞏ SPONSORS 66,150.004516 ꞏ PARTICIPANTS 11,615.004517 ꞏ CONFERENCE PROGRAM 1,300.004518 ꞏ MISC -289.88

Total 4510 ꞏ ANNUAL CONFERENCE 100,925.13

4520 ꞏ GOLF4521 ꞏ SPONSORS 29,300.004522 ꞏ PARTICIPANTS 29,375.004523 ꞏ MISC, OTHER 875.004520 ꞏ GOLF - Other 3,231.42

Total 4520 ꞏ GOLF 62,781.42

4530 ꞏ CHAPTER MEETINGS 500.00


01/10/19 Profit & LossAccrual Basis January through November 2018

Page 1

Jan - Nov 18

4540 ꞏ JOINT INDUSTRY DINNER 17,970.004550 ꞏ FELLOWS 1,490.004560 ꞏ EMERGING PROFESSIONALS 7,065.004580 ꞏ ANNUAL SPONSORSHIPS 4,600.00

Total 4500 ꞏ EVENTS 195,331.55

4600 ꞏ CONTRACT DOCUMENTS4610 ꞏ DOCUMENT SALES 3,900.40

4620 ꞏ CODE PUBLICATIONS 11,597.09

4625 ꞏ REVENUE SHARE 69,240.664630 ꞏ SHIPPING & HANDLING 915.56

4600 ꞏ CONTRACT DOCUMENTS - Other 120.00

Total 4600 ꞏ CONTRACT DOCUMENTS 85,773.71

4800 ꞏ INVESTMENTS4810 ꞏ INTEREST 17,396.964815 ꞏ DIVIDENDS 81.584835 ꞏ DIVIDENDS-TD AMERITRADE 85.304800 ꞏ INVESTMENTS - Other 0.07

Total 4800 ꞏ INVESTMENTS 17,563.91

4900 ꞏ UNCATEGORIZED INCOME 1,391.42

Total Income 847,691.63

Cost of Goods Sold5000 ꞏ COST OF GOODS SOLD 7,182.33

Total COGS 7,182.33

Gross Profit 840,509.30

Expense5050 ꞏ NON-OPERATING EXPENSES

5100 ꞏ MEMBERSHIP5120 ꞏ MEMBER SOLICITATION 1,485.715100 ꞏ MEMBERSHIP - Other 357.00

Total 5100 ꞏ MEMBERSHIP 1,842.71

5200 ꞏ COMMITTEE5210 ꞏ EMERGING PROFESSIONALS 4,840.215220 ꞏ BP&R 171.935230 ꞏ HISTORIC RESOURCES 790.765240 ꞏ CONTINUING EDUCATION 2,216.185250 ꞏ COTE 4,829.135260 ꞏ DESIGN 198.705270 ꞏ PROF PRACTICE 2,699.43

Total 5200 ꞏ COMMITTEE 15,746.34

5300 ꞏ PROGRAMS5310 ꞏ DESIGN AWARDS 28,533.845315 ꞏ ALICE WASHBURN 618.295325 ꞏ BUSINESS ARCHITECTS AWARDS 305.115340 ꞏ CHAPTER EVENTS 3,000.77

5350 ꞏ FELLOWS EXPENSE 2,093.135360 ꞏ BOARD MEETINGS 388.01



Page 2

Jan - Nov 18

5370 ꞏ CONVENTION5372 ꞏ GRASSROOTS 6,664.335374 ꞏ NATIONAL CONVENTION 7,421.645378 ꞏ SGN 9.91

Total 5370 ꞏ CONVENTION 14,095.88

5380 ꞏ NEW ENGLAND5382 ꞏ N E DESIGN AWARDS 1,282.305388 ꞏ NE MEETINGS 1,619.265380 ꞏ NEW ENGLAND - Other 148.22

Total 5380 ꞏ NEW ENGLAND 3,049.78

5390 ꞏ MISC. MEETINGS 1,221.55

Total 5300 ꞏ PROGRAMS 53,306.36

5400 ꞏ PUBLICATION5420 ꞏ NEWSLETTER 717.33

Total 5400 ꞏ PUBLICATION 717.33

5500 ꞏ EVENT5520 ꞏ ANNUAL CONFERENCE EXP

5521 ꞏ FACILITY 31,381.315523 ꞏ PROMOTION 3,392.415529 ꞏ MISCELLANEOUS 4,233.425520 ꞏ ANNUAL CONFERENCE EXP - Other 3,734.43

Total 5520 ꞏ ANNUAL CONFERENCE EXP 42,741.57

5530 ꞏ GOLF OUTING5534 ꞏ FOOD/BEVERAGE 6,176.155536 ꞏ PRIZES/GIFTS 7,473.295538 ꞏ MISC 2,990.645530 ꞏ GOLF OUTING - Other 1,661.00

Total 5530 ꞏ GOLF OUTING 18,301.08

5540 ꞏ CanSTRUCTION EXPENSE 150.005550 ꞏ JOINT INDUSTRY MEETING 9,387.52

Total 5500 ꞏ EVENT 70,580.17

5600 ꞏ CONTRACT DOCUMENT5610 ꞏ DOCUMENTS EXPENSE 1,178.335630 ꞏ CODE PUBLICATIONS 6,169.775640 ꞏ SHIPPING CHARGES 590.39

Total 5600 ꞏ CONTRACT DOCUMENT 7,938.49

Total 5050 ꞏ NON-OPERATING EXPENSES 150,131.40

6000 ꞏ OPERATING EXPENSES6100 ꞏ OFFICE/FACILITIES

5717 ꞏ CLEANING/MAINT 686.796105 ꞏ RENT MONTHLY 75,205.766115 ꞏ SUPPLIES/OFFICE EXPENSE 14,352.346120 ꞏ TELEPHONE/COMMUNICATIONS 10,490.486125 ꞏ COMPUTER SYSTEM PLAN & INSTALL 16,718.736130 ꞏ POSTAGE 5,801.416135 ꞏ INSURANCE 5,848.506140 ꞏ BOARD INSURANCE 2,331.006145 ꞏ PUBLIC STORAGE 707.036150 ꞏ FURN/EQUIP MAIN EXP 21,668.616155 ꞏ WEBSITE 1,555.676160 ꞏ SALES TAX EXPENSE 123.396165 ꞏ AUTO EXPENSES 893.746175 ꞏ STATE FILING FEES 170.006180 ꞏ CITY PROPERTY TAX 879.99



Page 3

Jan - Nov 18

6185 ꞏ STAFF TRAVEL 2,684.876190 ꞏ EXECUTIVE DIRECTOR TRAVEL -116.566195 ꞏ DUES & SUBSCRIPTIONS 2,654.13

Total 6100 ꞏ OFFICE/FACILITIES 162,655.88

6200 ꞏ BANK CHARGES6210 ꞏ MC/VISA FEES 5,305.896220 ꞏ PAYPAL 1,759.636250 ꞏ CHECKING 74.006280 ꞏ AUTHORIZE.NET FEE 170.666290 ꞏ SQUARE 3.896200 ꞏ BANK CHARGES - Other 30.89

Total 6200 ꞏ BANK CHARGES 7,344.96

6300 ꞏ EMPLOYEE6310 ꞏ EMPLOYEE INSURANCE 17,622.786320 ꞏ CODA/IRA6340 ꞏ STAFF DEVELOPMENT 396.616350 ꞏ GROSS SALARIES 366,714.096360 ꞏ FICA TAX CONTRIBUTION 32,556.836370 ꞏ CONN UNEMPLOYMENT TAX 2,565.656380 ꞏ FEDERAL UNEMPLOYMENT TAX 649.686390 ꞏ PAYROLL EXPENSES 2,815.45

Total 6300 ꞏ EMPLOYEE 423,321.09

6400 ꞏ CAF EXPENSE 1,736.226500 ꞏ PROF SERVICES

6510 ꞏ PROF SERVICES/LOBBYIST 37,222.526520 ꞏ PROF SERVICES - TEMPORARY STAFF 6,927.826530 ꞏ LEGAL/ACCOUNTING FEES 14,436.756540 ꞏ MONEY MGMT FEES (INVESTMENTS) 1,338.846500 ꞏ PROF SERVICES - Other 2,446.78

Total 6500 ꞏ PROF SERVICES 62,372.71

6600 ꞏ MARKETING6610 ꞏ PUBLIC RELATIONS 907.426630 ꞏ COMMITTEE EXPENSE 84.536600 ꞏ MARKETING - Other 2,287.46

Total 6600 ꞏ MARKETING 3,279.41

6800 ꞏ MISCELLANEOUS EXPENSES 152.55

Total 6000 ꞏ OPERATING EXPENSES 660,862.82

Total Expense 810,994.22

Net Ordinary Income 29,515.08

Other Income/ExpenseOther Income

8100 ꞏ OFFICE / FACILITIES8110 ꞏ ASLA RENT 3,000.008120 ꞏ SUBLET 2,155.00

Total 8100 ꞏ OFFICE / FACILITIES 5,155.00

8500 ꞏ UNREALIZED INV GAIN/LOSS 2,584.83

Total Other Income 7,739.83



Page 4

Jan - Nov 18

Other Expense9000 ꞏ UNCATEGORIZED EXPENSE 2,187.65

Total Other Expense 2,187.65

Net Other Income 5,552.18

Net Income 35,067.26



Page 5

CONFLICT OF INTEREST POLICY

OF

The Connecticut Chapter of the American Institute of Architects

*****

Article I

Purpose; Policy; and Conflict of Interest

1. Purpose

The purpose of this conflict of interest policy is to protect the interests of The

Connecticut Chapter of the American Institute of Architects, also known as AIA

Connecticut (the “Corporation”) when it is contemplating entering into a

transaction or arrangement that might benefit the private interest of an officer

or director of the Corporation or might result in a possible excess benefit

transaction. This policy is intended to supplement, but not replace, any

applicable federal or state laws governing conflicts of interest applicable to

nonprofit or all types of corporations.

2. Policy

The officers and directors of the Corporation occupy a special position of trust

and responsibility for its governance. Each officer and director is expected to

discharge his or her duties in good faith, with the care an ordinarily prudent

person in a like position would exercise under similar circumstances, and in a

manner that the officer or director reasonably believes to be in the best interest

of the corporation. Each officer and director is expected to be loyal to the

interests of the Corporation and to avoid improper personal gain from his or her

position as an officer or director. It is the policy of the Corporation that it will not

engage in a transaction or maintain a relationship with an officer or director or a

related person of an officer or director unless that transaction or relationship is

on terms which are entirely fair to the Corporation.

3. Conflict of Interest

A conflict of interest exists when an officer or director of the Corporation has a

Financial Interest that might influence such officer’s or director’s judgment in

discharging his or her duties to the Corporation as an officer or director of the

Corporation. As discussed below, a Financial Interest is not necessarily a conflict

of interest.

Article II

Definitions

1. Interested Person

Any officer or director who has a direct or indirect Financial Interest, as defined

below, is an Interested Person.

2. Financial Interest

A person has a Financial Interest if the person has, directly or indirectly, through

business, investment or family:

a) An ownership or investment interest in any entity with which the Corporation

has a transaction or arrangement, or

b) A compensation arrangement with the Corporation or with any entity or

individual with which the Corporation has a transaction or arrangement, or

c) A potential ownership or investment interest in, or compensation

arrangement with, any entity or individual with which the Corporation

currently has or is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors

that are more than nominal in nature.

A Financial Interest is not necessarily a conflict of interest. Under Article III, Section

2 hereof, a person who has a Financial Interest may have a conflict of interest only if

the Interested Person or the Board of Directors of the Corporation determine,

based upon a review of all of the relevant facts, that a conflict of interest exists.

3. Confidential Information

Confidential information is information concerning (a) the business and affairs of

the Corporation (which includes historical financial statements, financial projections

and budgets, and capital spending budgets and plans), (b) past, present or

specifically identified prospective sources of financial support for the Corporation,

(c) past, present or specifically identified prospective recipients of financial support

for the Corporation, and (d) pending or threatened litigation involving the

Corporation.

Article III

Financial Interest Procedures

1. Duty to Disclose

In connection with any actual or possible conflict of interest, an Interested Person

must disclose the existence of his or her Financial Interest and must be given the

opportunity to disclose all material facts to the Corporation’s directors considering

the proposed transaction or arrangement.

If an Interested Person believes that he or she has a conflict of interest, such person

shall recuse himself or herself from all further discussions with respect to the

matter giving rise to the conflict of interest and shall not vote on any matters with

respect thereto. If an Interested Person is uncertain as to whether he or she has a

conflict of interest, he or she shall seek a determination by the Board of Directors as

to whether a conflict of interest exists. Such Interested Person shall be bound by a

decision of the Board of Directors with respect to the existence of a conflict of

interest.

2. Determining Whether a Conflict of Interest Exists

After disclosure of the Financial Interest and all material facts, and after any

discussion with the Interested Person, the Interested Person shall leave the Board

meeting while the determination of a conflict of interest is discussed and voted

upon. The remaining Board members shall decide if a conflict of interest exists.

3. Procedures for Addressing the Conflict of Interest

a) An Interested Person may make a presentation at the Board meeting,

but after such presentation, he or she shall leave the meeting during

the discussion of, and the vote on, the transaction or arrangement

that results in the conflict of interest.

b) The remaining directors shall, if they, in their sole discretion,

determine appropriate, appoint a disinterested person or committee

to investigate alternatives to the proposed transaction or

arrangement.

c) After exercising due diligence, the Board or committee shall

determine whether the Corporation can obtain a more advantageous

transaction or arrangement with reasonable efforts from a person or

entity that would not give rise to a conflict or interest.

d) If a more advantageous transaction or arrangement is not reasonably

attainable under circumstances that would not give rise to a conflict of

interest, the Board shall determine by a majority vote of the disinterested

directors whether the transaction or arrangement is in the Corporation’s

best interest and for its own benefit and whether the transaction is fair

and reasonable to the Corporation and shall make its decision as to

whether to enter into the transaction or arrangement in conformity with

such determination.

4. Violations of the conflict of Interest Policy Regarding Financial Interests

a) If the Board of Directors has reasonable cause to believe that an

officer or director has failed to disclose an actual or possible conflict

of interest, it shall inform the officer or director of the basis for such

belief and afford the officer or director an opportunity to explain the

alleged failure to disclose.

b) If, after hearing the response of the officer or director and making

such further investigation as may be warranted in the circumstance,

the Board of Directors determines that the officer or director has in

fact failed to disclose an actual or possible conflict of interest, it shall

take appropriate disciplinary and corrective action, which may include

recommending terminating such person’s capacity with the

Corporation.

Article IV

Records of Proceedings

The minutes of meetings of the Board of Directors shall contain:

1. The names of the persons who disclosed or otherwise were found to have a

Financial Interest in connection with an actual or possible conflict of interest,

the nature of the Financial Interest, a description of any action taken and any

data relied upon to determine whether a conflict of interest was present, and

the board of Directors’ decision as to whether a conflict of interest in fact

existed.

2. The names of the persons who were present for discussions and votes

relating to the transaction or arrangement, the content of the discussion,

including any alternatives to the proposed transaction arrangement, and a

record of any votes taken in connection therewith.

Article V

Compensation

A voting member of the Board of Directors who receives compensation, directly or

indirectly, from the Corporation for services is precluded from voting on matters

pertaining to that person’s compensation.

Article VI

Confidentiality

1. Restricted Use of Confidential Information

Each officer and director acknowledge the confidential and proprietary nature of the

Confidential Information. Each officer and director agree that he or she will only use

Confidential Information in furtherance of the Corporation purposes. Except as

otherwise provided for herein or by resolution of the Board of Directors, each

officer and director agree that the Confidential Information (a) will be kept

confidential by such officer and director and (b) without limiting the foregoing, will

not be disclosed by such officer or director to any person without the prior written

consent of the Board of Directors of the Corporation.

2. Exceptions to Restrictions on Confidential Information

The foregoing obligations and restrictions with respect to Confidential Information

do not apply to that part of the Confidential Information that an officer or director

demonstrates (a) was generally available to the public prior to , and other than as a

result of, a disclosure by such officer or director, (b) was available to an officer or

director on a non-confidential basis prior to its disclosure to such officer or director

in connection with such individual’s capacity as an officer or director of the

Corporation, or (c) is required to be disclosed by law.

3. Violations of the Restrictions on Confidential Information

a) If the Board of Directors has reasonable cause to believe that an

officer or director has violated his or her obligation with respect to the

Confidential Information, it shall inform such officer or director of the

basis for such belief and afford the officer or director an opportunity

to explain the alleged violation.

b) If, after hearing the response of the officer or director and making

such further investigation as may be warranted in the circumstances,

the Board of directors determine that the officer or director has in

fact violated his or her obligation with respect to Confidential

Information, it shall take appropriate disciplinary and corrective

action, which may include legal action against such person and/or

terminating such person’s capacity with the Corporation.

Article VII

Annual Statements

Each officer and director of the Corporation shall, at the commencement of their

term as an officer or director, sign a statement which affirms that such person:

a) Has received a copy of the conflict of interest policy;

b) Has read and understands the policy;

c) Has agreed to comply with the policy; and

d) Understands that the Corporation is a tax-exempt organization and that in

order to maintain its federal tax exemption it must engage primarily in

activities which accomplish one or more of its tax-exempt purposes.

Re-affirmed

Adoption

January 2018

CONFLICT OF INTEREST POLICY STATEMENT

The Connecticut Chapter of the American Institute of Architects

I have received a copy of the conflict of Interest Policy (the “Policy”) of the

Connecticut Chapter of the American Institute of Architects Incorporated (“AIA

Connecticut”).

I have read, and I understand the Policy. In addition, I understand that AIA

Connecticut is a tax-exempt organization and that to maintain its federal tax

exemption, it must engage primarily in activities which further or accomplish AIA

Connecticut’s tax-exempt purposes.

I agree to comply with the Policy and to report promptly to the President of

AIA Connecticut, the Secretary of AIA Connecticut or their designee any direct or

indirect Financial Interest (as such term is defined in the policy) and/or any situation

or transaction that I am involved in or aware of that may constitute an actual or

possible conflict of interest.

I understand that confidential and proprietary nature of AIA Connecticut’s

Confidential Information (as such term is defined in the Policy). I agree to comply

with the Policy with respect to its provisions regarding Confidential Information and

to report promptly to the President of AIA Connecticut, to the Secretary of AIA

Connecticut or to their designee any situations that I am involved in or aware of that

may violate the Policy’s provisions regarding Confidential Information.

_____________________________

Print Name

_____________________________

Title

_____________________________

Signature

_____________________________

Date

Memorandum of Understanding for the Joint Council of AIA New England Components This memorandum describes the agreed-‐upon responsibilities and expectations among the New England components of AIA (AIANE) including AIA Maine (AIA ME), AIA New Hampshire (AIA NH), AIA Vermont (AIA VT), AIA Massachusetts (AIA MA), the Boston Society of Architects/AIA (BSA), AIA Central Massachusetts (AIACM), Western Massachusetts AIA (WMAIA), AIA Rhode Island (AIA RI) and AIA Connecticut (AIA CT) for calendar year 2017 through 2019 (three years). As Massachusetts has three local Components and a state Component, all four will be represented at meetings, while assessments and awards will not be assigned to AIA Massachusetts. As participation on the Council is voluntary, each Component may decide to participate as they deem appropriate. The Council does not have any property, specific authority or powers. This MOU provides a guideline for collaboration. Mission of the AIA New England Regional Council: AIA New England, a regional council of the American Institute of Architects, provides effective engagement with the National organization, enables regional leadership development, and supports shared interests and benefits among the state and local components. AIA New England’s Value: Provides Effective Engagement with the National Organization

• AIA New England provides a caucus/forum for collectively influencing AIA National decisions, policies and programs.

• AIA New England connects our components to AIA National, advocating for components at the national level and helping components understand how National decisions, policies, and programs will affect their members.

Enables Regional Leadership Development • New England components have the opportunity for local and state representation on National

Committees (Strategic Council, College of Fellows, Young Architects Forum, National Associates Committee, and Knowledge Communities).

• AIA New England provides the region with a mechanism to be effective at the National Level by fostering connections between our local leaders.

Supports Shared Interests and Benefits • AIA New England connects our individual components with others in our region. This enables

component leadership to share best practices – governance, programs, public engagement, marketing, advocacy, etc. — and to identify collaborative opportunities around programming, public engagement, marketing and advocacy.

• AIA New England supports the AIA New England Design Awards and Annual Meeting. The Annual AIA New England Design Awards is facilitated alternately among the eight components. The AIA New England Design Awards provides an opportunity to increase firm exposure for our members. (The rotation of component management is outlined below.)

Under this MOU, each Component agrees to:

• Send a board and/or senior management level person to the four Council meetings a year. • Identify candidates for leadership and representation to AIA National Strategic Council. • Support the financial commitment to the Council • Promote AIA NE annual awards and program to their members.

Council: As AIANE is a council of the regional components and has no property, each component shall have equal representation, responsibility, and authority. Each component may send as many representatives to the meeting as it deems necessary that generally may include representation by its elected President, Executive Director or designee. Meetings The Council generally meets quarterly including an annual meeting to select leadership and approve the budget.

• The annual meeting will rotate among components and is generally hosted by the AIA NE Design Awards Component (see below).

• Dates and locations of quarterly meetings will be identified by the Council for the coming year at the annual meeting.

• Notices of meetings shall be sent to every component by the Secretary or Executive Director at least seven (7) calendar days before the meeting.

Decisions at Meetings Matters of voting shall generally include financial decisions, approval of minutes, selection of AIANE leadership, approval of actions or correspondence by the Board, election of representatives and other recommendations to AIA National.

A. At the discretion of the Chair, decisions will be made by acclamation; that being a voice vote in which those in attendance vote in favor, opposed or to abstain, the results being interpreted by the Chair.

B. If the Chair is in doubt on a vote outcome or in the case of a request for a recorded vote by any

member in attendance; in the case of an issue that elicits differing opinions and an unclear consensus, or for reasons of recording for the record, a roll call vote can be called. In this case, each Component shall have three votes. Board officers, RAD, YARD, and other assigned roles on the Board shall be included within the three votes delegated to their Component.

1) Those present and authorized to vote for a Component will be confirmed by that

Component's members in attendance prior to the vote. 2) Decisions shall be by a majority vote. 3) A quorum of the Council shall be a simple majority of the Components at the table. 4) Roll call votes shall be recorded in the minutes, including the name, component and vote. 5) Unless otherwise voted, subsequent votes shall revert to acclamation.

C. There shall be no voting by proxy at the meeting. If a Component is not present (in person or

electronically/phone), they shall have no vote at the meeting. Council Oversight The council will be managed by the AIANE council President, President-‐Elect, Secretary / Treasurer, and Past President, and operations may be managed by the Executive Director. Such members may have a vote if they are representing their component.

• The terms of the Council leadership shall be one-‐year.

• President – charge of the general supervision of the Executive Director and the management of the meetings. The President is also responsible for any ensuring fulfillment of any agreements determined by the Council. S/he is the primary spokesperson for AIA NE unless otherwise determined by the Council.

• President Elect – shall perform all duties of the President in the event of her/his absence. The Vice-‐President shall automatically assume the role of President at the beginning of the ensuing calendar year.

• Secretary / Treasurer – shall be the recording and corresponding secretary of all meetings and communications. S/he shall keep or ensure that all records are maintained in good order, issue all notices or ensure that all notices are issued in a timely manner, and sign all required attestation or approval records for AIA NE. S/he shall exercise general supervision of the financial affairs, prepare/present the budget, collect (or ensure collection of) all revenues and make or ensure the disbursement of all funds and perform all duties usual or incidental to the office of Treasurer. The Secretary Treasurer automatically assumes the role of President-‐Elect at the beginning of the ensuing calendar year.

o The Secretary / Treasurer may delegate to the Executive Director the performance of any or all duties, but shall maintain responsibility for the oversight of the duties.

• Past President – shall provide advice and leadership to the Board and supports the president and the President-‐Elect on an as-‐needed basis.

• In the absence of misconduct, fraud or bad faith the officers, directors, employees and members of AIA NE Regional Council shall not be personally liable for its debts, obligations or liabilities.

• The Council may reimburse any designated member or employee for expenses incurred and approved in carrying out their assigned duties.

Regional Representation to AIA National The Council is responsible for nominating the most qualified candidates who are members of good standing in AIA New England Components to serve as the Regional Director to the AIA Strategic Council (2 representatives), the College of Fellows (2 representatives), the Young Architects Forum (1 representative) and the Associates Council (1 representative). The Council may also nominate candidates for other national committees, knowledge communities and task forces as appropriate. Nominees are expected to meet the qualifications for their position and we aim to nominate the most qualified candidates. We also attempt to balance our representation to reflect the diverse needs of our region. Where there are two positions we look to nominate one member from BSA or AIA CT and the other from one of the other components. Task Forces / Special Committees The Council may create task forces for specific purposes and may determine the membership, schedule and duties

• Each year a Nominating Task Force consisting of the President and the two Strategic Council members shall identify candidates for Council leadership for the ensuing year.

• Composition of additional task forces or subcommittees shall be determined by the Council, under the direction of the President.

Executive Director The Council may employ an Executive Director and establish her/his compensation. The Executive Director shall assume responsibility for the operational management of the Council. The Council may designate the Executive Director whose duties may include:

• Logistical management of the Council leadership and meetings

• Facilitating regional representative nominations to AIA National positions • Liaison between regional representatives and the Council and Components • Oversight of website and other communication tools • Calendar of AIA New England programs and Awards • Council finances

Financial Agreement The fiscal year for the Council is January 1 through December 31 of the calendar year.

• Prior to the start of the fiscal year the Council by two-‐thirds (2/3rds, currently six [6] Components) affirmative vote of the Components shall adopt an annual budget showing in detail the anticipated expenditures for the succeeding year. Any unplanned expenses require an additional vote by the Council and a 2/3rd majority.

• The Council will only hold in reserves an amount to cover expenses for 12 months. Each component will be billed bi-‐annually to reimburse the Council for the expenses paid during the previous financial period. The Council may decide to apportion payments based upon component membership, a flat equal fee or an alternative.

• Excess reserves will be redistributed to the Components at the discretion of the Board based proportionally on membership counts.

Communicating with Members Each Component has a responsibility to their members to communicate news from the region and information shared at the meetings. In addition, news of the AIANE region can be shared in the “AIA New England News” section of the weekly newsletter Currents that goes to all New England AIA members.

• Currents is published on Thursdays. Content scheduled for any given Thursday must be received by Friday of the preceding week. (For instance, the November 5 issue of Currents must be received no later than 5 pm October 30.) Send all items with subject line ‘AIANE News’ to [email protected]

AIA NE Design Awards Each year on a rotating basis, one Component will be responsible for managing, hosting and implementing the AIA New England Design Awards and accompanying programming.

• The host Component shall assume responsibility for the collection of all revenues and expenses related to the awards.

• The host Component shall also host the AIA NE annual meeting and any affiliated events, conferences and program. The host component shall assume responsibility for the collection of all revenues and expense related to the annual meeting and affiliated activities.

• The host Component shall pay AIA NE Council a host fee to be determined by the Council in its annual budget.

• Any remaining revenue shall go to the host component. • The rotating calendar of host Components is expected to be:

o 2016 AIA Maine o 2017 AIA New Hampshire o 2018 BSA o 2019 AIA Western MA

o 2020 AIA Vermont o 2021 AIA Central MA o 2022 AIA Rhode Island o 2023 AIA Connecticut

Timeframe of the MOU: The terms of this MOU shall be effective from January 1, 2017 through December 31, 2019 unless modified in writing before that date. In the event this agreement is not executed by any party within the time identified, the agreement together with any related terms, conditions and deliverables may be subject to amendment, change or substitution. Termination This agreement may be terminated in whole or in part by any party without cause. Written notice of termination shall be made to the Executive Director by any party, or the mutual agreement of the parties, or if any party: (a) becomes insolvent, files a petition for bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this agreement which is not remedied within ten (10) days from receipt of written notice of such breach. All costs and fees incurred by The Council up to the date of termination will be paid by the terminating Component to the AIA NE Council. Renewal of Agreement: The Components may determine to renew, renegotiate or extend the terms of this relationship at the conclusion of 2019. This will be subject to a new MOU. Confidential information Each party acknowledges that it may receive certain confidential or proprietary technical and business information and materials in connection with this agreement. Each party, its agents and employees shall hold and maintain in strict confidence all confidential information, shall not disclose confidential information to any third party, and shall not use any confidential information except as may be necessary to perform its obligations under the agreement except as may be required by a court or governmental authority. Signatures, Names and date of authorized Component representatives:

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