By Laws

AMERICAN SOCIETY OF INTERIOR DESIGNERS, INC.
CAROLINAS CHAPTER
BYLAWS

ARTICLE I. NAME.

Section 1. The name of this non-profit professional organization shall be the American Society of Interior Designers Carolinas Chapter.

ARTICLE II. PURPOSES.

Section 1. In accordance with the objectives and purposes stated in the Bylaws of the American Society of Interior Designers, the purposes and objectives of this chapter shall embrace all of those principles stipulated therein.

ARTICLE III. MEMBERSHIP.

Section 1. ELIGIBILITY AND ELECTION. Categories describing the classification of membership as listed in ARTICLE V. of the Society’s Bylaws shall be the same as those within the chapter membership, and election shall be governed by the pertinent provisions of the Bylaws.

Section 2. TERMINATION OF CHAPTER MEMBERSHIP. Any member who, for any reason, ceases to be a member of the Society or is dropped from the Society's roll for nonpayment of dues, shall cease to be a member of the chapter.

Section 3. RIGHTS AND PRIVILEGES OF MEMBERSHIP. Only Professional members shall be qualified to serve as officers of the chapter. Members of all categories shall be qualified to serve as members of the chapter's Board of Directors, as specifically provided for in these Bylaws. Professional, Allied Practitioner, Allied Educator and Industry Partner members shall be entitled to vote in connection with all chapter matters, including election of chapter officers and members of the chapter's Board of Directors.

ARTICLE IV. OFFICERS.

Section 1. CHAPTER OFFICERS. The required officers shall be the President and President-Elect.

Section 2. TERM LIMITS. President and President-Elect shall serve for one term as set forth in the Policies.

Section 3. PRESIDENT. The President shall be the same person who served as President-Elect in the previous year. The President, as the chapter's principal officer, shall preside at all Chapter, and Board meetings; shall appoint members to fill committee vacancies created during his/her term; create special Task Forces; be an ex-officio member of all committees and Task Forces; and shall perform such duties as required by the Board to carry out the Strategic Plan. He/she shall render an annual State of the Chapter Address to the chapter membership at one membership meeting per year.

Section 4. PRESIDENT-ELECT. The President-Elect shall, in the absence of the President, exercise the powers and perform the duties of the President. He/she shall also generally assist the President and perform such other duties as shall be prescribed by the Board of Directors. The President-Elect shall automatically succeed to the office of President at the conclusion of the incumbent President's term of office. The President-Elect shall be elected for a one-year term. The President-Elect shall also serve as chair to the Strategic Planning and Work-Plan.

Section 5. PARTICIPATION IN NATIONAL MEETINGS. The chapter President and/ or President-elect and/or President-elect-elect shall attend the Society's Chapter training meetings in accordance with Policies.

ARTICLE V. BOARD OF DIRECTORS.

Section 1. COMPOSITION. The Chapter Board is required to have no fewer than nine (9) and no more than fifteen (15) members. The Chapter board shall have no fewer than the following positions: President (professional member)
President-elect (professional member)
Recording Secretary
Financial Oversight Director (professional member)
Communications Director
Professional Development Director
Membership Director
Student Member Representative (SRB)
At-Large Director

Section 2. BOARD MEMBER QUALIFICATIONS. President and President- Elect must be professional members of ASID and have served on the chapter board within the past five years. Within the Directors, there must be at least one Industry Partner member and should be at least one Allied member or Allied Educator. Also, as many geographic areas within the chapter as possible must be represented. Directors shall be members in good standing. They shall perform the supervisory duties over the standing committees or any other duties mandated by the Board.

Section 3. AT-LARGE DIRECTOR. This director shall oversee whatever focus area the President determines to be the strategic need of the Chapter.

Section 4. COMMUNICATIONS DIRECTOR. This director shall oversee the standing committees outlined in Policies.

Section 5. PROFESSIONAL DEVELOPMENT DIRECTOR. This director shall oversee the standing committees outlined in Policies.

Section 6. MEMBERSHIP DIRECTOR. This director shall oversee the standing committees outlined in Policies.

Section 7. STUDENT MEMBER REPRESENTATION. The Board of Directors shall include as a voting member a Student member, elected by the Board to the board for a single one-year term, from qualified candidates submitted by the Student chapters. In order to qualify for such Board position, the nominee shall be a member of a Student chapter in the chapter's geographic area, and be in his/her next to-last year of study at the time of service.

Section 8. RECORDING SECRETARY The Recording Secretary shall keep all records of all meetings of the chapter and of the Board of Directors, oversee the issuance of all such meeting notices, maintain or cause to be maintained the roll of membership, and perform all other duties customarily pertaining to the office. This is a non-voting position.

Section 9. FINANCIAL OVERSIGHT DIRECTOR. The Financial Oversight Director shall oversee the deposit and disbursement of all chapter funds, in the name of the chapter, in a bank or trust company selected and approved by the Board of Directors. He/she shall assist in the preparation of and record the chapter's budget, make regular financial reports to the Board of Directors, and render an annual financial statement to the Chapter membership at the annual meeting. He/she shall perform all other duties incident to the office.

Section 10. STAGGERED TERMS. All Directors, except the At-Large Director(s), shall serve staggered terms and shall be elected for one two-year term. The At-Large Director(s) shall be elected to a one-year term. Details shall be outlined in Policies.

Section 12. VACANCIES. Vacancies in any chapter office or Board position shall be filled according to Vacancy Policies.

ARTICLE VI. IMMEDIATE PAST-PRESIDENT.

Section 1. The Immediate Past-President shall not serve on the Board. The Immediate Past -President shall be the same person who occupied the office of President during the previous year. The Immediate Past -President shall serve as Chairman of the Nominating Committee and shall act as an advisor to the President and Board. The Immediate Past President shall also perform any other such duties as may be requested by the President and/ or Board.

ARTICLE VII. BOARD MEETINGS

Section 1. BOARD MEETINGS. The chapter shall be required to hold a minimum of two (2) board meetings annually in addition to its Annual Meeting. Regular meetings of the Board shall be held at the time of the chapter's annual membership meetings and at other times as the President may determine.

Section 2 SPECIAL MEETINGS. Special meetings shall be called by the President at his or her option, or upon written request of one fourth (1/4) of the members of the Board. Notice of such meetings shall be given to each Director personally or by mail at least fourteen (14) days in advance and shall state the purpose or purposes thereof and at whose insistence the meeting was called. No business other than that stated in the notice shall be transacted at such special meeting.

Section 3. QUORUM. Two thirds (2/3) of the seated Chapter Board of Directors shall constitute a quorum for all meetings of the Board.

Section 4. REQUIREMENT FOR BOARD ACTION. Board action shall require the affirmative vote of three fourths (3/4) of the board members present. Each chapter board member shall be entitled to cast one vote. No board member shall be entitled to vote by proxy or by designee.

Chapter Board meetings may be conducted through telecommunication conferencing or any other means of communication in which each participant is able to hear all other participants. This does not include agenda items to amend the Chapter Bylaws or approve the Strategic Plan, Work Plan or Budget. These meetings must be conducted face-to-face or by telecommunication conferencing or any other means of communication in which each participant is able to see and hear all other participants.

ARTICLE VIII. NOMINATIONS AND ELECTIONS.

Section 1. NOMINATING COMMITTEE. The chapter Nominating Committee each year shall consist of a minimum of five (5) members selected by the seated board plus the Immediate Past-President.

The Immediate Past-President as a non-voting member of the Committee shall serve as the Chairman and shall serve for such year only.

In addition to the Immediate Past-President, at least four (4) members of the committee shall be Professional members.

Three (3) of the members shall have served on the board within the past ten (10) years.

Where applicable, representatives of as many geographical areas within the Chapter as possible must be represented.

One (1) member shall be selected from the previous year's Nominating Committee, in order to maintain continuity.

Section 2. TERM LIMITS. Nominating Committee’s required qualifications and term limits shall be set forth in the Polices.

Section 3. NOMINATIONS. The Nominating Committee shall meet and nominate, by majority vote, candidates for each office as follows:

The Nominating Committee shall nominate one candidate for the offices of President-Elect and other officers as determined by the chapter.

The Nominating Committee shall select a pool of candidates greater in number than the number of positions to be filled to fill the Board of Directors. The Chapter may opt to use a single slate election process to elect its Board.

No member shall be a candidate for more than one position on either the national or chapter level, at any one time. No member of the Nominating Committee shall be nominated for office, notwithstanding resignation from the Nominating Committee.

The Nominating Committee shall cause its list of nominees to be posted with the Chapter Recording Secretary (or person designated by the Board for this purpose) as a matter of public record. A copy of the list, as it will appear on the Chapter ballot, shall be forwarded to National Headquarters in the manner specified in the Policies.

Additional candidates for any position shall be nominated through written petition signed by not less than ten percent of the total of Professional, Allied Practitioner, Allied Educator and Industry Partner members of the Chapter in good standing. Such petition shall be received by the Chapter Recording Secretary (or person designated by the Board for this purpose) no later than thirty (30) days after the names of the eligible candidates submitted by the Nominating Committee have been filed with the Recording Secretary.

Section 4. BALLOTING. The Official Chapter Ballot, including names of eligible candidates nominated by the Nominating Committee and/or by petition for each office shall be mailed along with an official return envelope to all Professional, Allied Practitioner, Allied Educator Members and Industry Partners in good standing.

Chapter members shall complete and return ballots to the Chapter Administration within ten days after mailing. The ballots shall remain unopened until after the ten-day deadline. Ballots shall be counted by a neutral third party. Election as a chapter officer shall be deemed complete only if the named candidate is approved by at least one half plus one (1/2 + 1) of the ballots cast. The Nominating Committee shall select a new candidate for such open chapter office and resubmit the ballot for membership approval as often as may be requisite until such fifty-one percent membership approval is obtained.

Each position to be filled on the Chapter Board shall be filled by the candidate(s) in each respective category who receive(s) the most votes, filling the first vacancy with the highest votes, the second with the second highest, and so forth. In the event of a tie for a final open position, the candidate to be elected shall be determined by a simple game of chance. This shall be conducted in the presence of the chairman of the Nominating Committee, or other member of the Nominating Committee designated by the chairman, and the concerned candidates.

ARTICLE IX. COMMITTEES.

Section 1. STANDING COMMITTEES OR TEAMS. These committees including subcommittees as described in the Policies shall be appointed annually.
Government Affairs
Practitioner Membership
Industry Partner
Regional chairs
Showhouse
Fundraising
Otto Zenke Competition
S.T.E.P. Program
CEU’s
Ethics
Hospitality
Trade Show
Awards
Website and/ or Newsletter
Student Advisory

Section 2. WORKING COMMITTEES. Working committees shall be established by the President and shall be directly responsible to a specific Director as outlined in Policies.

Section 3. TASK FORCES. Task Forces shall be established by the President to perform specific Chapter and/ or Society activities and shall be constituted and staffed as
provided in Policies. No Chapter Board or President shall appoint a committee or task force (formal or informal) that assumes the fiduciary responsibility of the Chapter Board (e.g. finance committee, ways & means committee, contract committee).

ARTICLE X. MEMBERSHIP MEETINGS.

Section 1. ANNUAL MEETING. There shall be an Annual meeting of the members of the Chapter each year. The Board of Directors shall designate such time and place provided that it is held no later than ten days before the final scheduled annual Board of Directors meeting. At this meeting the President must present an Annual Report and the Finance Oversight Director must present the Annual Financial Report to the general membership.

Section 2. SPECIAL MEETINGS. Special meetings of the members of the chapter may be called by the President, or by the Board of Directors, or on written request by one fourth (1/4) of the chapter members determined as of the prior October 1st. The purposes for such meetings shall be given in the notice for the meeting, and actions taken therein shall be limited to those purposes.

Section 3. NOTICE OF MEETING. Notice of the Annual members meeting shall be mailed to each member at least thirty (30) days in advance. Notice of a special member meeting shall be mailed to each member at least ten (10) days in advance.

Section 4. QUORUM. Ten percent (10%) of the voting members of the Chapter,determined as of the prior October 1st, shall constitute a quorum at any meeting of the members of the Chapter.

ARTICLE XI. AMENDMENTS TO THE BYLAWS.

Section 1. AMENDMENTS The Bylaws shall be made, altered, or rescinded by a two thirds (2/3) vote by the Chapter Board of Directors present at any special or annual meeting duly called for said purpose. In addition, the Bylaws shall be amended pursuant to the request of any member in good standing and upon approval by two thirds (2/3) vote of the membership in attendance at meetings duly called for such purpose.

No amendment shall be considered at the meeting unless the same has been submitted for consideration either upon recommendation of the Board or by written petition executed by not less than one-fourth (¼) of chapter members. Any proposed amendment shall be filed with the administrator or member with administrative oversight by either the Board or the petitioning members, as the case may be, not less than 45 days before the date of the meeting.

These Bylaws shall be amended first, by presentation of amendment at a regular Board meeting for the Board's consideration. Secondly, by vote on amendment to take place at next regular Board meeting, provided each Board member receives notice of proposed amendments accompanied by pros and cons not less than ten (10) days prior to said meetings.

No amendment shall be considered at a Board meeting unless one (1) officer or not less than two (2) Board members has submitted the proposed amendment for consideration. Any proposed amendment shall be filed with the Board no later than fifteen (15) days prior to the date of the Board meeting.

Section 2. APPROVAL BY SOCIETY'S GENERAL COUNSEL AND SOCIETY'S BOARD OF DIRECTORS Before any amendment to these Bylaws shall be presented for approval to either the members or the Board, the Society’s General Counsel shall approve it. This Counsel shall review form and as to its content being within the powers of the Chapter to enact and (ii) by the Society's Board of Directors.

Section 3. INTERPRETATION OF BYLAWS Each provision of these Bylaws and all amendments shall be interpreted so as to be consistent with the Society's Bylaws and Policies.