Aia Minnesota

“The organization's executive committee is composed of the president, president-elect, the immediate past president, secretary, and treasurer of aia minnesota, and the president of each local chapter of the aia located in minnesota. The executive committee shall act on behalf of the board of directors between meetings of the board of directors.”

“The membership of aia minnesota consists of: 1. The architect and associate members of the aia who have been assigned to aia minnesota or to any local aia chapter within the state of minnesota, or who have been admitted to unassigned membership in aia minnesota, or the local aia chapters within the state of minnesota, and 2. The allied, student and honorary members aia minnesota may admit as provided in the organization's bylaws.”

“The board of directors of aia minnesota is composed of the following persons: all officers of aia minnesota; the president, the president-elect, and up to two additional members of each local aia chapter located in minnesota; the heads of each national architectural accrediting board ("naab") accredited architecture program located in minnesota, or their designated representatives; at least one associate member; the current presidents of each american institute of architects student (aias) organization associated with a naab-accredited architecture program located in minnesota; and the designated representatives of minnesota's aia members serving in the following positions at the national level of the aia: strategic council representative, state/territory associates representative, and the young architects representative. The executive vice president of aia minnesota also served on the board of directors ex-officio and in a non-voting capacity. In addition, one public member may also serve, as appointed by the above board members.”

“Aia minnesota's bylaws, and any amendments to them, shall be forwarded at the request of the secretary of the american institute of architects for review for conformity with institute bylaws.”

“The form 990 will be reviewed and approved by the board of directors prior to filing with the irs.”

“Each director and officer annually shall sign an acknowledgement and disclosure form that affirms that such person has received and reviewed a copy of the conflict of interest policy and agreed to comply with its terms; and requires that such person disclose any financial interest in or fiduciary responsibility towards any entity such person believes may enter into a proposed transaction with the association in the upcoming year. In connection with any actual or possible conflicts of interest, an interested person must disclose the existence and nature of their financial interest or fiduciary responsibility and all material facts to the directors and members of committees with board-delegated powers considering the proposed transaction or arrangements. After disclosure of the financial interest or fiduciary responsibility and all material facts, and after any discussion with the interested person, the interested person shall leave the board or committee meeting while the final determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. An interested person may make a factual presentation at the board or committee meeting, but after such presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest. An interested person shall not actively participate in the discussion of, or vote on, the transaction or arrangement that results in the conflict of interest, either formally at a board or committee meeting or informally through contact with individual board or committee members. In addition, the interested person should not be counted in determining whether a quorum is present for the board or committee meeting at which the transaction or arrangement that results in the conflict of interest is to be voted upon. All proceedings are documented in the minutes of the board and all committees with board-delegated powers.”

“The executive vice president's performance and compensation shall be as reviewed and revised, as appropriate, by the executive vice president performance review and compensation committee, which is composed of aia minnesota's president, president-elect, and immediate past president. Compensation is based on performance with consideration to organization revenues for the year. Decisions made by the compensation committee/board members is documented in the board minutes. The review and revision was last conducted in november 2023.”

“The organization makes its governing documents, conflict of interest policy and financial statements available to the public upon request.”