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Leadership & Governance
LEADERSHIP HANDBOOK
ASLA Constitution and Bylaws

    Constitution

     
    Article 1. Name
    Article 2. Purpose
    Article 3. Corporate Body
    Article 4. Society Membership
    Article 5. Voting and Leadership Privileges
    Article 6. Chapters
    Article 7. Board of Trustees and National Officers
    Article 8. Funds
    Article 9. Bylaws
    Article 10. Councils and Committees
    Article 11. Meetings
    Article 12. Amendments

     

    Go Directly to the Bylaws

    Article 1.  Name

    101.  The name of the organization shall be the American Society of Landscape Architects, Incorporated.

    Article 2.  Purpose

    201.  The purpose of the Society shall be the advancement of knowledge, education, and skill in the art and science of landscape architecture as an instrument of service in the public welfare. To this end the Society shall promote the profession of landscape architecture and advance the practice through advocacy, education, communication, and fellowship.

    Article 3.  Corporate Body

    301.  The corporate body of the Society shall be composed of the professional membership and individuals or organizations electing to affiliate with the Society.

    Article 4.  Society Membership

    401.  Professional membership in the Society shall consist of Full Members, Associate Members, and International Members. Full, Associate, and International Members shall satisfy requirements for membership in accordance with the Bylaws. Fellows of the Society shall be Full Members or International Members.

    402.  Student Members shall be enrolled in a course of study leading to a first professional degree in landscape architecture at the baccalaureate or higher level or a certificate program in landscape architecture that is recognized by the Society in accordance with the Bylaws.

    403.  Affiliate Members shall be involved with or interested in activities associated with the professional practice of landscape architecture. Affiliate Members and other forms of affiliation with the Society shall satisfy requirements for membership in accordance with the Bylaws.

    404.  Honorary Members shall be non-landscape architects elected to honorary membership in the Society by the Board of Trustees in accordance with the Bylaws.

    Article 5.  Voting and Leadership Privileges

    501.  Full Members shall have the right to vote on all matters requiring a vote by the membership. Full Members may hold national office in the Society or office in a chapter.

    502.  Associate Members shall have the right to vote for national officers of the Society, officers of a chapter, and on matters requiring a vote by Associate Members. Associate Members shall not hold national office or serve as a trustee, president, president-elect, or vice president of a chapter and shall have no vote on amendments to the Constitution.

    503.  International Members shall have the right to vote for national officers of the Society, officers of a chapter, and on matters requiring a vote by International Members. International Members shall not hold national office or serve as a trustee of a chapter and shall have no vote on amendments to the Constitution.

    504.  Student Members, Affiliate Members, and Honorary Members shall have no vote and shall not hold national office in the Society or office in a chapter.

    505.  Other privileges accrue to members in accordance with the Bylaws.

    Article 6. Chapters

    601.  The Society shall be composed of chapters. The Board of Trustees shall approve the organizational structure and establish the territorial limits of each chapter. Full Members, Associate Members, International Members, and Affiliate Members shall be assigned to chapters in accordance with the Bylaws.

    602.  Chapter officers shall be elected by and from the professional membership of the chapter.

    603.  Chapters may elect chapter honorary members in accordance with the Bylaws.

    604.  The Society shall charter student chapters at educational institutions that satisfy requirements for chapter sponsorship in accordance with the Bylaws.

    Article 7. Board of Trustees and National Officers

    701.  The Society shall be governed by a Board of Trustees composed of one (1) trustee from each chapter and the elected national officers of the Society. The power to establish Society policy consistent with the Constitution is vested in the Board of Trustees.

    702.  Trustees shall be elected by the chapters for three-(3)-year terms provided the terms of the trustees are arranged so that approximately one-third (1/3) of the trustees are elected each year. Chapter trustees shall not serve more than two (2) consecutive terms and shall not serve concurrently as an officer of the Society.

    703.  Vacancies in the office of chapter trustee occurring during term shall be filled for the balance of the term by the represented chapter.

    704.  The Board of Trustees shall adopt rules for its proceedings, and shall meet at times and places established by the president.

    705.  A majority of the Board of Trustees and a quorum for the transaction of all business by the board shall be more than one-half (1/2) of the entire voting membership of the Board of Trustees, except where otherwise specified in the Constitution or Bylaws.

    706.  The Board of Trustees shall have an Executive Committee composed of the elected national officers of the Society. Unless otherwise specified in the Constitution or Bylaws, the Executive Committee shall exercise the powers of and act for the Board of Trustees between meetings of the board in accordance with the policies and directions of the board. Implementation of policy and administration of the Society is vested in the Executive Committee.

    707.  The national officers of the Society shall be the president, the president-elect, four (4) or more vice presidents, and the immediate past president. The vice presidents shall serve two-(2)-year terms with one-half (1/2) of the vice presidents elected in even years and one-half (1/2) of the vice presidents elected in odd years. The other officers of the Society shall serve one-(1)-year terms. No officer of the Society shall serve concurrently in more than one (1) elected office.

    708.  The president-elect shall immediately fill a vacancy occurring during term in the office of president. Vacancies occurring during term in any other office of the Society shall be filled in accordance with the Bylaws. Vacancies occurring subsequent to an election, but prior to the assumption of office shall be filled by special election.

    709.  The secretary and treasurer of the Society shall be appointed by and serve at the pleasure of the Executive Committee.

    710.  Incoming national officers and trustees shall assume office at the conclusion of the annual meeting of the Society or upon taking the oath of office when filling a vacancy and shall hold office until their successors are installed.

    Article 8. Funds

    801.  The Society shall collect and disburse such funds as are necessary for its operations and accomplishing its purpose and may receive and administer gifts and bequests.

    802.  The Board of Trustees shall levy the dues required for operating the Society provided the amount of dues is approved by an affirmative vote by three-fourths (3/4) of the entire voting membership of the Board of Trustees.

    803.  The Board of Trustees may levy special assessments for specific purposes provided the special levy is approved by an affirmative vote by three-fourths (3/4) of the entire voting membership of the Board of Trustees.

    804.  No funds, property, or other assets of the Society shall inure to the benefit of any person.

    805.  Upon dissolution of the corporation, no member shall receive any portion of the remaining funds, property, or other assets. The balance of such funds, property, or other assets remaining after satisfaction of all debts and other legal obligations shall be distributed to any other not-for-profit corporation that has been determined by the Internal Revenue Service to be exempt from federal income taxes under 26 USC 501(c).

    Article 9. Bylaws

    901.  The Board of Trustees shall establish the Bylaws necessary for administering the Society in accordance with the Constitution.

    902.  Proposed Bylaws and Bylaws amendments shall require an affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees for adoption and shall become effective on adoption or on the date specified by the board.

    Article 10. Councils and Committees

    1001.  The Board of Trustees shall establish and dissolve the standing councils, committees, and official affiliations necessary for accomplishing the purpose of the Society as established by the Constitution and in accordance with the Bylaws.

    1002.  In consultation with the Executive Committee, the president shall appoint the chairs and members of standing councils and committees and official representatives for specified terms unless otherwise established in the Bylaws or by the Board of Trustees when creating a standing council, committee, or official affiliation.

    1003.  In consultation with the Executive Committee, the president may create special study groups and task forces, appoint the chairs and the members thereof to serve concurrently with the president making the appointment, and appoint other representatives of the Society as necessary and appropriate.

    Article 11. Meetings

    1101.  The Society shall meet annually at times and places determined by the Executive Committee.

    1102.  The president may call special meetings of the Society with the approval of the Board of Trustees.

    1103.  Special meetings of the Society shall be called by the president on a signed petition by one-tenth (1/10) of the Full Members of the Society.

    1104.  A quorum at annual or special meetings of the Society shall be fifty (50) Full Members; but no vote at any meeting of the Society shall have any force, beyond expressing the collective judgment of those present, until it is approved by the Board of Trustees and, if required by the Constitution, the Full Members of the Society.

    Article 12. Amendments

    1201.  Proposed amendments to the Constitution shall be approved by an affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees before being submitted on a ballot to the Full Members of the Society. An affirmative vote by two-thirds (2/3) of the Full Members returning a ballot shall be required for adoption.

    Adopted by the ASLA Board of Trustees on May 7, 2003, and the Full Members of the Society on July 15, 2003
    Amended by the ASLA Board of Trustees on April 11, 2011 and the Full Members of the Society on July 1, 2011

     


     

    BYLAWS

     
    Article 1. Professional Membership
    Article 2. Student Membership
    Article 3. Affiliated Membership
    Article 4. Admission
    Article 5. Privileges
    Article 6. Dues
    Article 7. Chapters
    Article 8. Board of Trustees and National Officers
    Article 9. Councils and Committees
    Article 10. Business of the Society
    Article 11. Funds
    Article 12. Amendments

     

    Article 1.  Professional Membership

    101.  Professional membership in the Society shall be extended to persons whose academic training and professional experience meet the requirements for Full Member, Associate Member, or International Member as established in the Bylaws.

    Full Members
    102.  Full Members shall:

    102.1  hold a degree in landscape architecture at the baccalaureate or higher level from a program in landscape architecture that is accredited by an organization recognized by the Society;

    102.2  or, hold a degree in landscape architecture at the baccalaureate or higher level from a program in landscape architecture that is recognized by a sponsoring ASLA chapter;

    102.3  or, hold a certificate of completion from a program in landscape architecture that is recognized by a sponsoring ASLA chapter and accepted by the state licensing board as satisfying the educational requirements for admission to the state licensing examination;

    102.4  or, possess a valid state license to practice landscape architecture.

    In addition, Full Members shall have at least three (3) years of full-time or the equivalent experience in the professional practice of landscape architecture.

    Associate Members
    103.  Associate Members shall:

    103.1  hold a degree in landscape architecture at the baccalaureate or higher level from a program in landscape architecture that is accredited by an organization recognized by the Society;

    103.2  or, hold a degree in landscape architecture at the baccalaureate or higher level from a program in landscape architecture that is recognized by a sponsoring ASLA chapter;

    103.3  or, hold a certificate of completion from a program in landscape architecture that is recognized by a sponsoring ASLA chapter and accepted by the state licensing board as satisfying the educational requirements for admission to the state licensing examination.

    International Members
    104.  International Members shall be landscape architects who have earned a degree in landscape architecture, or are recognized by a government entity to practice landscape architecture, outside North America.

    Limits of the Society

    105.  The limits of the Society shall be the United States and its possessions, Canada, Mexico, and the Islands of the Caribbean.

    Professional Standing

    106.  Full, Associate, and International Members in good professional standing shall uphold the Constitution and Bylaws of the Society and the ASLA Code of Professional Ethics and shall not be in arrears in dues or other financial obligation to the Society or a chapter.

    Article 2.  Student Membership

    201.  Student membership in the Society shall be extended to persons whose academic pursuits meet the requirements for Student Member as established in the Bylaws.

    202.  Student Members shall:

    202.1  be enrolled in a course of study leading to a first professional degree in landscape architecture at the baccalaureate or higher level from a program in landscape architecture that is accredited by an organization recognized by the Society;

    202.2  or, be enrolled in a course of study leading to a first professional degree in landscape architecture at the baccalaureate or higher level from a program in landscape architecture that is recognized by a sponsoring ASLA chapter;

    202.3  or, be enrolled in a course of study leading to a certificate of completion from a program in landscape architecture that is recognized by a sponsoring ASLA chapter and accepted by the state licensing board as satisfying the educational requirements for admission to the state licensing examination.

    203.  Student Members may retain student membership standing in the Society when moving directly from a first professional degree in landscape architecture to a course of study leading to a graduate degree from a program in landscape architecture that is accredited by an organization recognized by the Society or recognized by a sponsoring ASLA chapter.

    Article 3.  Affiliated Membership

    Affiliate Members

    301.  Affiliate membership in the Society shall be extended to persons desiring the services of the Society, but not qualified as Full, Associate, International, or Student Members under the requirements established in the Bylaws.

    302.  Affiliate Members may be persons from related design professions, the natural and social sciences, educational institutions, or government agencies; persons involved with or interested in activities associated with the professional practice of landscape architecture; or persons associated with industries related to the practice of landscape architecture such as manufacturers and distributors of products, landscape contractors, or nurseries.

    303.  Persons qualifying for professional membership in the Society shall not be eligible for affiliate membership.

    Student Affiliate Members

    304.  Student Affiliate membership in the Society shall be extended to persons desiring the services of the Society, but not qualified as Student Members under the requirements established in the Bylaws.

    305.  Student Affiliate Members may include, but are not limited to, persons enrolled in programs that grant an associate degree in landscape architecture or related courses of study, such as landscape design, horticulture, architecture, engineering, planning, or the natural and social sciences; or secondary schools that support landscape architecture as a possible career path.

    Corporate Members

    306.  Corporate membership in the Society shall be extended to companies desiring an official affiliation with the Society.

    307.  Corporate Members may be businesses related to the practice of landscape architecture such as manufacturers and distributors of products, landscape contractors, or nurseries.

    Article 4.  Admission

    Application Procedure

    401.  Candidates for professional, student, or affiliated membership in the Society shall submit an official application form to ASLA national headquarters.

    402.  National and applicable chapter dues for the first year of membership shall accompany application forms.

    403.  National headquarters shall verify that application forms are complete and applicable dues for the first year are paid. Incomplete applications shall be returned to the candidate with explanation.

    Effective Date of Membership
    404.  The effective date of membership shall be the date on which national headquarters administratively approves an application.

    Administrative Approval
    405.  National headquarters shall administratively approve applications meeting the requirements in Article 1, Article 2, or Article 3 of the Bylaws for professional, student, or affiliated membership, respectively.

    Fellows

    406.  Fellows shall be Full or International Members recognized by the Society for excellence in works, leadership/management, knowledge, or service. At the time of nomination, Fellows shall have at least ten (10) continuous years of good professional standing from the effective date of membership as Full or International Members of the Society. Fellows shall be selected by the Council of Fellows (COF) from nominations submitted by the executive committee of a chapter, the Executive Committee of the Society, or the Executive Committee of the Council of Fellows. In the case of nominations by the Executive Committee of the Society or the Executive Committee of the Council of Fellows, the applicable chapter shall be notified.

    Honorary Members

    407.  Honorary Members shall be persons other than landscape architects whose achievements of national or international significance or influence have performed notable service to the profession of landscape architecture. Nominations for honorary membership shall be put forward by an ASLA professional member or an ASLA chapter, reviewed by the Executive Committee, and forwarded with recommendation to the full Board of Trustees. An affirmative vote by a majority of the Board of Trustees present and voting shall be required for election. In addition, honorary membership in the Society shall be extended to persons other than landscape architects who are honored by the Board of Trustees as recipients of ASLA medal awards.

    Appeal

    408.  Candidates for Full Member whose applications are not approved by national headquarters may appeal to the Executive Committee of the Board of Trustees on written notification to national headquarters.

    Resignation

    409.  Professional, student, and affiliated members may resign from the Society on written notification to national headquarters. Dues and all privileges of membership and all connection with the Society and any applicable chapter shall be forfeit on resignation.

    Readmission

    410.  Former professional members may be readmitted to the Society at their previous membership standing by paying dues for the current year and accepting the date of readmission as their new effective date of membership.

    Reinstatement

    411.  Former Full or International Members may be reinstated in the Society with their original effective date of membership as Full or International Members by paying all back national and applicable chapter dues for each year of inactivity from the date of termination to the date of reinstatement.

    Expulsion

    412.  Professional members may be expelled for failure to uphold the ASLA Code of Professional Ethics and the Constitution and Bylaws of the Society. Dues and all privileges of membership and all connection with the Society and any applicable chapter shall be forfeit on expulsion.

    Termination

    413.  Professional, student, or affiliated membership in the Society shall be terminated for nonpayment of national and applicable chapter dues. Dues and all privileges of membership and all connection with the Society and any applicable chapter shall be forfeit on termination.

    Article 5.  Privileges

    Designations

    501.  Member designations:

    501.1  Full Members may use the designation Full Member of the American Society of Landscape Architects; Full Member, ASLA; Full Member ASLA; or ASLA.

    501.2  Associate Members may use the designation Associate Member of the American Society of Landscape Architects; Associate Member, ASLA; Associate Member ASLA; Associate, ASLA; or Associate ASLA.

    501.3  International Members may use the designation International Member of the American Society of Landscape Architects; International Member, ASLA; or International Member ASLA.

    501.4  Student Members may use the designation Student Member of the American Society of Landscape Architects; Student Member, ASLA; Student Member ASLA; Student, ASLA; or Student ASLA.

    501.5  Affiliate Members may use the designation Affiliate Member of the American Society of Landscape Architects; Affiliate Member, ASLA; Affiliate Member ASLA; Affiliate, ASLA; or Affiliate ASLA.

    501.6  Student Affiliate Members may use the designation Student Affiliate Member of the American Society of Landscape Architects; Student Affiliate Member, ASLA; Student Affiliate Member ASLA; Student Affiliate, ASLA; or Student Affiliate ASLA.

    501.7  Fellows, whether Full Members or International Members, may use the designation Fellow of the American Society of Landscape Architects; Fellow, ASLA; Fellow ASLA; or FASLA.

    501.8  Honorary Members may use the designation Honorary Member of the American Society of Landscape Architects; Honorary Member, ASLA; Honorary Member ASLA; Honorary, ASLA; or Honorary ASLA.

    502.  Professional, student, affiliated, and honorary members may use the designations as assigned in Section 501 for business and professional purposes such as stationery, documents, publications, directories, signs, and web sites. Membership designations shall not be used to indicate that a firm, company, or any other group, organization, or institution is a member of or has any standing in the Society.

    Seal and Logo

    503.  Full, Associate, and International Members may use the seal or logo of the Society for business and professional purposes such as stationery, documents, publications, directories, signs, and web sites. The seal or logo of the Society shall not be used to indicate that a firm, company, or any other group, organization, or institution is a member of or has any standing in the Society.

    Emeritus Status

    504.  Full Members with twenty-five (25) or more years of continuous membership from the effective date of membership, including time on limited status, may apply for emeritus status if they are:  (1) of age to collect full Social Security retirement benefits; and (2) fully retired from active practice.  Emeritus status shall be effective upon receipt of a completed application and verification of eligibility by national headquarters.  Full Members granted emeritus status shall be designated Emeritus Fellow or Emeritus Member and shall be exempt from Society and chapter dues.  All benefits and privileges of membership shall continue with the exception of a Landscape Architecture magazine subscription.  The Executive Committee of the Society may grant exceptions to the requirements for emeritus status.

    Limited Status

    505.  Full Members with fifteen (15) or more years of continuous membership from the effective date of membership may apply for limited status if they are working twenty-five (25) hours per week or less due to permanent disability.  Limited status shall be effective upon receipt of a completed application and verification of eligibility by national headquarters.  Full Members granted limited status shall pay Society and applicable chapter dues at one-half (1/2) the Full Member rate.

    Temporary Limited Status

    506.  Full and Associate Members may apply for temporary limited status if they are pursuing an additional degree as full-time students at an accredited college or university.  Temporary limited status shall be effective for one (1) membership year upon receipt of a completed application and verification of eligibility by national headquarters.  Full and Associate Members on temporary limited status shall pay national and applicable chapter dues at one-half (1/2) the Full or applicable Associate Member rate.  Temporary limited status may be renewed annually upon timely receipt of a completed application and verification of continued eligibility by national headquarters.

    Waiver of Dues

    507.  In cases of hardship, disability, or other special consideration, a waiver of dues for one (1) membership year may be granted by national headquarters upon receipt of a written request and supporting statement by the chapter president. A dues waiver may be renewed annually by national headquarters upon timely receipt of a written request and supporting statement by the chapter president.

    Loss of Membership Privileges

    508.  Dues and all privileges of membership and all connection with the Society and any applicable chapter shall be forfeit on resignation from the Society, expulsion for failure to uphold the ASLA Code of Professional Ethics and the Constitution and Bylaws of the Society, or termination for nonpayment of national and applicable chapter dues.

    Article 6.  Dues

    Annual Dues

    601.  The Board of Trustees shall establish annual dues for Full, Associate, International, Student, and Affiliate Members.

    602.  Dues shall be payable annually on the last day of the month preceding the effective date of membership and shall be remitted to national headquarters.

    First-Year Dues

    603.  Payment of national and applicable chapter dues for the first year shall accompany all membership applications.

    604.  Student Members who apply for associate membership within six (6) months of graduation shall be exempt from Associate Member national and applicable chapter dues for the first year from the effective date of associate membership.

    Chapter Dues

    605.  Chapter dues shall be collected by national headquarters and rebated to the chapter.

    606.  Full, Associate, International, and Affiliate Members moving from one chapter area to another after chapter dues have been paid shall not be required to pay dues in the new chapter for that year. If dues have not been paid to the former chapter, dues shall be paid in the new chapter for that year.

    Delinquency

    607.  Members failing to pay Society and applicable chapter dues within sixty (60) days of their annual membership renewal date shall be deemed delinquent. National headquarters shall provide members with written notice of their delinquency and the impending loss of all membership privileges as described in Article 5 of the Bylaws. If dues are not paid within a grace period of thirty (30) days, delinquent members shall be terminated. Dues and all privileges of membership and all connection with the Society and any applicable chapter shall be forfeit on termination.

    Article 7.  Chapters

    701.  Chapters shall consist of not less than twenty-five (25) Full, Associate, and International Members of the Society, of whom at least fifteen (15) shall be Full Members, located within a defined territorial limit.

    702.  Not more than one chapter shall be established within the boundaries of a single state; in the case of existing multi-chapter states no additional chapters shall be formed.

    703.  Not more than one chapter of the Society shall be established within the boundaries of Canada, Mexico, or the Islands of the Caribbean.

    704.  Qualified groups as defined in Sections 701-703 may petition the Executive Committee of the Society for establishment of a chapter. Such petitions shall include:

    704.1  a statement specifying the territorial limits and organizational structure of the proposed chapter signed by at least two-thirds (2/3) of the Full and Associate Members working or residing within the territorial limits of the proposed chapter;

    704.2  and, a statement signed by the chair of the Constitution and Bylaws Committee of the Society approving the constitution and bylaws of the proposed chapter;

    704.3  and, a signed statement of opinion on establishment of the proposed chapter by the executive committee(s) of the parent chapter(s).

    The Executive Committee of the Society shall verify the qualifications of petitioning groups and forward the completed petitions, with recommendation, to the Board of Trustees. An affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees shall be required for establishment of new chapters.

    705.  The executive committees of the affected chapters shall approve proposed changes in the established territorial limits of chapters or boundaries between chapters. Proposals as approved by the affected chapters shall be reviewed by the Executive Committee of the Society and forwarded, with recommendation, to the full Board of Trustees. An affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees shall be required for approval.

    Designation
    706.  The official designation of chapters shall be the “…” Chapter of the American Society of Landscape Architects. The seal or logo of the Society may be used with official chapter designations, or the abbreviated designation, “…” Chapter, ASLA, for business and professional purposes such as chapter stationery, documents, publications, directories, signs, and web sites. Chapter designations and the seal or logo of the Society shall not be used to indicate that a firm, company, or any other group, organization, or institution is a member of, or has any standing in the Society.

    Affiliation
    707.  Full, Associate, and Affiliate Members shall be assigned chapter affiliation by national headquarters based on primary mailing address or in accordance with individual preference and circumstance. International Members may be assigned chapter affiliation on request. Full, Associate, International, and Affiliate Members may hold concurrent membership in more than one chapter provided applicable dues to each chapter are paid.

    Constitution and Bylaws
    708.  The constitution and bylaws of all chapters shall be consistent with the Constitution and Bylaws of the Society.

    708.1  Chapters shall adopt policies to assist in the identification and resolution of conflicts of interest that may arise in the governance of chapter affairs.

    708.2  Chapters shall adopt policies governing the release of member and membership information that are consistent with the Society's Member Information Disclosure Policy.

    709.  The laws of the state shall prevail when chapters are incorporated under state law and such legal requirements may be at variance with the Constitution and Bylaws of the Society.

    710.  Only Full Members shall have the right to vote on amendments to the chapter constitution. Chapter executive committees shall establish the bylaws necessary for administering the chapter in accordance with the constitution of the chapter and the Constitution and Bylaws of the Society.

    Executive Committee
    711.  An executive committee composed of the officers, the chapter section chairs, and such additional members as the chapter may determine shall govern the chapters. The officers of a chapter shall be the trustee, the president, the immediate past president, and the secretary-treasurer or the secretary and the treasurer. Chapter officers may also include a president-elect and/or one or more elected vice presidents. Chapter trustees should be Full Members of the Society. Chapter presidents, presidents-elect, and vice presidents shall be Full or International Members of the Society. Affiliate Members and chapter honorary members shall have no vote and shall hold no office in a chapter.

    Election of Officers
    712.  Full, Associate, and International Members of the chapter shall have the right to vote for chapter officers. Chapter officer elections shall be complete and national headquarters shall be notified of the result at least thirty (30) days prior to the annual meeting of the Society. The terms of new chapter officers shall begin with the installation of the president of the Society at the conclusion of the annual meeting of the Society.

    713.  National headquarters shall be notified when vacancies occur in a chapter office and when such vacancies are filled. Vacancies occurring during term in the office of chapter trustee shall be filled in the next chapter election. In the interim period, the president of the chapter may appoint a trustee provided the length of that appointment is no more than one year. Vacancies occurring during term in a chapter office, other than that of trustee, shall be filled for the balance of the term by an affirmative vote by a majority of the chapter executive committee present and voting. If vacancies occur subsequent to an election, but prior to the assumption of office, the chapter shall conduct special elections to fill the vacancies.

    Funds
    714.  Chapters shall establish annual dues for Full, Associate, International, and Affiliate Members, and collect and disburse such other funds as are necessary for its operations and accomplishing its purpose. Chapters may also receive and administer gifts and bequests.

    715.  Chapters shall provide written notice to national headquarters of any change in chapter dues levies at least one-hundred-and-twenty (120) days prior to the first day of the fiscal year of the Society.

    716.  No chapter funds, property, or other assets shall inure to the benefit of any person.

    717.  All chapter funds, property, and other assets shall become the funds, property, and assets of the American Society of Landscape Architects, Inc., upon disaffiliation of a chapter.

    Public Statements
    718.  Chapters may issue public statements in the name of the chapter. However, such chapter statements shall not be contrary in any way to the public policies of the Society as established by the Board of Trustees. No chapter shall issue a public statement purporting to have the approval of the Society without first obtaining the written consent of the executive vice president of the Society, except in the case of a direct quote from an officially adopted and published public policy of the Society.

    Honorary Members
    719.  Chapter executive committees may elect to honorary membership in the chapter individuals other than landscape architects whose achievements of local or regional significance or influence have performed notable service to the profession of landscape architecture. An affirmative vote by two-thirds (2/3) of the entire voting membership of the chapter executive committee shall be required for election. Chapter honorary members shall have no standing in the Society.

    Annual Report
    720.  Chapter executive committees shall prepare an annual report for the benefit of chapter members and for the records of the Society that summarizes the events, accomplishments, and challenges of the previous year, and includes a year-end financial statement.

    Disaffiliation
    721.  Chapters may voluntarily disaffiliate from the Society by an affirmative vote by two-thirds (2/3) of the Full and Associate Members assigned to the chapter, voting either by ballot returned to the chapter secretary or at a meeting called for this purpose not less than thirty (30) days after issuance of the ballot.

    722.  Chapters may be involuntarily disaffiliated by an affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees for violation of the Constitution and Bylaws of the Society, failure to elect chapter officers in a timely manner, failure to maintain minimum membership strength as defined in Section 701, or for other due cause, provided the chapter is duly notified of the charges against it, given a fair hearing of the charges, and a fair opportunity to respond.

    723.  Voluntary disaffiliation by an affirmative vote by two-thirds (2/3) of the Full and Associate Members assigned to the chapter shall become effective on the date specified by the Full and Associate Members assigned to the chapter. Disaffiliation by an affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees shall become effective on the date specified by the Board of Trustees.

    724.  On the specified effective date of disaffiliation, the Chapter shall no longer have the right to designate itself as a Chapter of the Society, as part of its corporate name or otherwise, and shall forfeit all rights and privileges of a Chapter as set forth in the Society's Constitution, Bylaws and policies. In addition, the territorial limits of the adjacent chapter or chapters shall be modified by the Board of Trustees to incorporate the area of the disaffiliated chapter.

    Sections

    725.  The Executive Committee of the Society may establish chapter sections upon:

    725.1  verification of a petition signed by two-thirds (2/3) of the Full and Associate Members with primary mailing addresses in a city or other specific area within the territorial limits of the chapter and the proposed section;

    725.2  and, verification that a combined total of fifteen (15) or more Full, Associate, and International Members are located primarily within the proposed boundary of the section.

    725.3  and, approval of the petition by the executive committee of the chapter.

    Each section shall have a chair. Section chairs shall be Full, Associate, or International Members elected by the Full, Associate, and International Members of the section. Section chairs shall be voting members of the chapter executive committee. Authority over, and administrative responsibility for sections shall be vested in the chapter executive committee.

    Designation
    726.  The official designation of sections shall be the “…” Section of the “…” Chapter of the American Society of Landscape Architects. The seal or logo of the Society may be used with official section designations, or the abbreviated designation, “…” Section, “…” Chapter, ASLA, for business and professional purposes such as section stationery, documents, publications, directories, signs, and web sites. Section designations and the seal or logo of the Society shall not be used to indicate that a firm, company, or any other group, organization, or institution is a member of, or has any standing in the Society.

    Public Statements
    727.  Sections may issue public statements in the name of the section. However, such section statements shall not be contrary in any way to the public policies of the Society as established by the Board of Trustees. No section shall issue a public statement purporting to have the approval of the Society or the chapter without first obtaining the written consent of the executive vice president of the Society or the president of the chapter, except in the case of a direct quote from an officially adopted and published public policy of the Society.

     Disbandment
    728.  Sections may voluntarily disband by an affirmative vote by two-thirds (2/3) of the Full and Associate Members of the section, voting either by ballot returned to the chapter secretary or at a meeting called for this purpose not less than thirty (30) days after issuance of the ballot.

    729.  Sections may be disbanded by the Executive Committee of the Society in response to a request by the chapter executive committee for violation of the Constitution and Bylaws of the Society, failure to elect a chair in a timely manner, failure to maintain minimum membership strength as defined in Section 725.2, or for other due cause, provided the section is duly notified of the charges against it, given a fair hearing of the charges, and a fair opportunity to respond.

    Student Chapters

    730.  Student chapters may be chartered by the Executive Committee of the Society at educational institutions that:

    730.1  grant a degree in landscape architecture at the baccalaureate or higher level from a program in landscape architecture that is accredited by an organization recognized by the Society;

    730.2  or, grant a degree in landscape architecture at the baccalaureate or higher level from a program in landscape architecture that is recognized by a sponsoring ASLA chapter;

    730.3  or, grant a certificate of completion from a program in landscape architecture that is recognized by a sponsoring ASLA chapter and accepted by the state licensing board as satisfying the educational requirements for admission to the state licensing examination.

    Approval of chapter petitions for establishment of student chapters shall require an affirmative vote by a majority of the Executive Committee of the Society present and voting.

    731.  Student chapters shall undertake activities consistent with the purpose of the Society and shall be encouraged to participate in the programs and activities of the Society, its sponsoring ASLA chapter, and the other student chapters and student affiliate chapters in the region.

    Designation
    732.  The official designation of student chapters shall be the “...” Student Chapter of the American Society of Landscape Architects. The seal or logo of the Society may be used with official student chapter designations, or the abbreviated designation, “...” Student Chapter, ASLA, for business and professional purposes such as student chapter stationery, documents, publications, directories, signs, and web sites. Student chapter designations and the seal or logo of the Society shall not be used to indicate that a firm, company, or any other group, organization, or institution is a member of or has any standing in the Society.

    Bylaws
    733.  Student chapter bylaws and any subsequent amendments thereto shall be subject to approval by the executive committee of its sponsoring chapter and partnering educational institution.

    Dues
    734.  Student chapters may establish annual dues for student chapter members and collect and disburse such funds as are necessary for its operations and accomplishing its purpose.

    Public Statements
    735.  Student chapters may issue public statements in the name of the student chapter. However, such student chapter statements shall not be contrary in any way to the public policies of the Society as established by the Board of Trustees. No student chapter shall issue a public statement purporting to have the approval of the Society or its sponsoring chapter without first obtaining the written consent of the executive vice president of the Society or the president of its sponsoring chapter except in the case of a direct quote from an officially adopted and published public policy of the Society.

    Sponsoring Chapter Responsibilities
    736.  Chapter executive committees shall designate a liaison for each sponsored student chapter. Sponsoring chapter liaisons shall be Full or Associate Members of the Society and of the sponsoring chapter. The chapter liaison and student chapter president shall act as representatives of the student chapter to its sponsoring chapter, partnering educational institution, and the national headquarters of the Society.

    737.  Student chapter presidents shall be Student Members of the Society and shall serve as ex-officio, nonvoting members of the executive committee of the sponsoring ASLA chapter.

    738.  Awards program chairs or presidents of sponsoring chapters shall coordinate the annual selection of student honor and merit awards with the chairs of programs in the chapter area that are accredited or recognized by the chapter in accordance with Section 730. Members of sponsoring chapters shall participate in the selection of awards recipients.

    National Student Representative
    739.  Student chapters shall elect a national student representative to the Board of Trustees of the Society each year. National student representatives shall be Student Members of the Society and nonvoting members of the Board of Trustees whose one-(1)-year terms shall begin and end at the conclusion of the midyear meeting of the board.

    Charter Revocation
    740.  The Executive Committee of the Society may revoke student chapter charters on the recommendation of sponsoring chapters provided the student chapter is duly notified of the charges against it, given a fair hearing of the charges, and a fair opportunity to respond.

    Student Affiliate Chapters

    741.  Student affiliate chapters may be chartered by the Executive Committee of the Society at educational institutions that desire an affiliation with ASLA and are recognized by a sponsoring ASLA chapter, but do not qualify as student chapters under the requirements established in the Bylaws. Such institutions may include, but are not limited to, those that grant an associate degree in landscape architecture or related courses of study, such as landscape design, horticulture, architecture, engineering, planning, or the natural and social sciences; or secondary schools that support landscape architecture as a possible career path.

    Approval of chapter petitions for establishment of student affiliate chapters shall require an affirmative vote by a majority of the Executive Committee of the Society present and voting.

    742.  Student affiliate chapters shall undertake activities consistent with the purpose of the Society and shall be encouraged to participate in the programs and activities of the Society, its sponsoring ASLA chapter, and the student chapters and other student affiliate chapters in the region.

    Designation
    743.  The official designation of student affiliate chapters shall be the “...” Student Affiliate Chapter of the American Society of Landscape Architects. The seal or logo of the Society may be used with official student affiliate chapter designations, or the abbreviated designation, “...” Student Affiliate Chapter, ASLA, for business and professional purposes such as student affiliate chapter stationery, documents, publications, directories, signs, and web sites. Student affiliate chapter designations and the seal or logo of the Society shall not be used to indicate that a firm, company, or any other group, organization, or institution is a member of or has any standing in the Society.

    Bylaws
    744.  Student affiliate chapter bylaws and any subsequent amendments thereto shall be subject to approval by the executive committee of its sponsoring chapter and partnering educational institution.

    Dues
    745.  Student affiliate chapters may establish annual dues for student affiliate chapter members and collect and disburse such funds as are necessary for its operations and accomplishing its purpose.

    Public Statements
    746.  Student affiliate chapters may issue public statements in the name of the student affiliate chapter. However, such student affiliate chapter statements shall not be contrary in any way to the public policies of the Society as established by the Board of Trustees. No student affiliate chapter shall issue a public statement purporting to have the approval of the Society or its sponsoring chapter without first obtaining the written consent of the executive vice president of the Society or the president of its sponsoring chapter except in the case of a direct quote from an officially adopted and published public policy of the Society.

    Sponsoring Chapter Responsibilities
    747.  Chapter executive committees shall designate a liaison for each sponsored student affiliate chapter. Sponsoring chapter liaisons shall be Full or Associate Members of the Society and of the sponsoring chapter. The chapter liaison and student affiliate chapter president shall act as representatives of the student affiliate chapter to its sponsoring chapter, partnering educational institution, and the national headquarters of the Society.

    748.  Student affiliate chapter presidents shall be Student Affiliate Members of the Society.

    Charter Revocation
    749.  The Executive Committee of the Society may revoke student affiliate chapter charters on the recommendation of sponsoring chapters provided the student affiliate chapter is duly notified of the charges against it, given a fair hearing of the charges, and a fair opportunity to respond.

    Article 8.  Board of Trustees and National Officers

    Board of Trustees

    801.  The power to govern the Society and establish policy consistent with the Constitution is vested in the Board of Trustees. The Board of Trustees shall: interpret the Constitution and Bylaws of the Society; approve proposed amendments to the Constitution; enact Bylaws and amend existing Bylaws; establish ethical standards and amend existing standards; consider appeals in accordance with the ASLA Code of Professional Ethics; elect Honorary Members; establish annual dues; levy special assessments; establish and disband chapters; modify chapter territorial limits; establish public and administrative policies and amend existing policies; elect the vice presidents of the Society; break ties in the general election for president-elect; fill vacancies in the office of president-elect or vice president by special election; designate nonvoting members of the board; create and abolish standing councils, committees, and official affiliations; select trustees for appointment to the Nominating Committee; establish and prioritize strategic goals and objectives; adopt annual operating plans and budgets; allocate funds to reserves and approve disbursements of reserve funds; review and accept the annual audit of the accounts of the Society; confer awards and citations; and perform such other functions as are customary for the board of directors of a corporation or as may be assigned or delegated by the Full Members of the Society.

    Adoption of Policies
    802.  Adoption, amendment, or repeal of public policies on matters of professional interest or concern shall require an affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees. Adoption, amendment, or repeal of administrative policies on matters of interest or concern internal to the Society shall require an affirmative vote by a majority of the Board of Trustees present and voting.

    Terms of Trustees
    803.  The Board of Trustees shall be divided into three (3) classes. Each class shall include approximately one-third (1/3) of the total number of chapter trustees whose three-(3)-year terms shall begin and end in the same year. The secretary of the Society shall assign initial terms of one (1), two (2), or three (3) years for the first trustee of new chapters in order to maintain the trustee classes at approximately equal size. New trustees shall be seated at the next meeting of the board following establishment of a chapter and election of chapter officers. The terms of new trustees shall end at the conclusion of the annual meeting of the Society one (1), two (2), or three (3) years following the year a new trustee is seated. After the initial term, full three-year terms shall begin and end according to the class to which new chapters are assigned.

    Duties of Trustees
    804.  Trustees shall: be informed on national and chapter goals and objectives, policies and procedures, programs and services, and activities and events; serve as chapter officers on chapter executive committees and as chapter representatives on the Board of Trustees; facilitate the conduct of the business of the Society by bringing chapter perspectives to the Board of Trustees and national perspectives to the chapter executive committee and chapter membership; facilitate the conduct of the business of the Board of Trustees by serving on standing councils and committees, special study groups and task forces, or as representatives of the Society; serve as Full Voting Members of the ASLA Library and Education Advocacy Fund (ASLA Fund); and perform such other duties as are customary for the directors of a corporation or as may be assigned or delegated by the Board of Trustees.

    Executive Committee of the Board of Trustees
    805.  Implementation of policy and administration of the Society is vested in the Executive Committee of the Board of Trustees. Unless otherwise specified in the Constitution or Bylaws, the Executive Committee shall exercise the powers of and act for the Board of Trustees between meetings of the board and in accordance with the policies and directions of the board. The Executive Committee shall: serve as the administration and strategic planning committee of the Board of Trustees; recommend annual operating plans and budgets for adoption by the board; administer contracts and expenditures; recommend public and administrative policies to the board; appoint the secretary and treasurer of the Society; set the time and place for annual meetings of the Society; prepare and submit nominations for Fellow as appropriate; review and recommend to the board nominations for Honorary Member; consider appeals for emeritus status; review and recommend to the board new chapter petitions and proposed changes in chapter territorial limits; establish and disband chapter sections; grant and revoke student and student affiliate chapter charters; censure, suspend, or expel professional members for cause in accordance with the ASLA Code of Professional Ethics; contract for the services of an executive vice president, approve a job description that clearly defines the responsibility and authority of the position, annually evaluate the performance of the incumbent, and annually provide the Board of Trustees with an overview of the performance of the incumbent; designate and relieve an acting president; take action when a national officer fails to act; approve the slate for annual and special elections; break ties in vice presidential elections; select a Fellow each year for appointment to the Nominating Committee; and perform such other functions as are customary for the officers of a corporation, or as may be assigned or delegated by the Board of Trustees.

    Failure to Act
    806.  The Executive Committee may act for a national officer, or cause appropriate action to be taken, when the failure of a national officer to act results in or may result in an adverse impact on the Society.

    Nonvoting Members of the Board of Trustees
    807.  Nonvoting members of the Board of Trustees shall be the executive vice president, the secretary, the treasurer, and the national student representative. In addition, there shall be a nonvoting Landscape Architecture Foundation (LAF) representative to the Board of Trustees. The LAF representative shall be an elected officer of and designated by the Foundation. The LAF executive director shall also serve as a nonvoting member of the Board of Trustees.

    Nonvoting members of the Executive Committee of the Board of Trustees shall be the executive vice president, the secretary, the treasurer, and the LAF representative.

    Duties of Officers

    President
    808.  The president shall: set the time, place, and agenda for meetings of the Board of Trustees and the Executive Committee of the Board of Trustees; call special meetings of the Society; preside at meetings of the Society, the Board of Trustees, and the Executive Committee of the Board of Trustees; represent and act for the Society as directed by the Board of Trustees and consistent with the policies of the Society as established by the Board of Trustees; appoint the chairs and members of standing councils and committees and such other special study groups, task forces, and representatives of the Society as necessary and appropriate; dismiss appointees for failure to act or other cause; oversee the management and administration of the annual operating plan and budget of the Society as adopted by the Board of Trustees; designate and relieve an acting president, and appoint and relieve an acting president-elect; report on the direction and state of the profession at the annual meeting of the Society; serve as a member of the Board of Directors of the ASLA Fund; and perform such other duties as are customary for the office of chairman of the board of a corporation, or as may be assigned or delegated by the Board of Trustees.

    Acting President
    809.  Should the president through illness, injury, or other cause become temporarily unable to perform the duties of the office of president, the president-elect shall be designated as acting president. The designation shall be made by the president or by a majority of the Executive Committee of the Board of Trustees present and voting if the president is unable to act. The acting president shall perform the duties of the president until relieved by the president if the designation is made by the president or by the Executive Committee if the designation is made by the Executive Committee. If the office of president-elect is vacant or the president-elect is unable to temporarily assume the duties of the office of president, the vice president for finance shall be designated as acting president. In the event the office of vice president for finance is vacant or the vice president for finance is unable to temporarily assume the duties of the office of president, the Executive Committee shall select an acting president from among the remaining vice presidents by a majority vote of those present and voting.

    President-Elect
    810.  The president-elect shall: select for appointment when he or she assumes office as president the chairs and members of standing councils and committees and such other special study groups, task forces, and representatives of the Society as necessary and appropriate; serve as a member of the Board of Directors of the ASLA Fund; represent and act for the Society as directed by the president and consistent with the policies of the Society as established by the Board of Trustees; serve ex officio as chair of the Nominating Committee; serve as acting president when designated by the president or the Executive Committee; and perform such other duties as are customary for an officer of a corporation or as may be assigned or delegated by the president.

    Acting President-Elect
    811.  Should the president-elect through illness, injury, or other cause become temporarily unable to perform the duties of the office of president-elect, the president shall appoint an acting president-elect. If the temporary inability to serve occurs before the general election for president-elect for the following year, the president shall appoint the sitting vice president for finance as acting president-elect. If the temporary inability to serve occurs after the general election for president-elect for the following year, the president shall appoint the president-elect designate as acting president-elect. The acting president-elect shall serve until the president-elect is able to resume the duties of office and the acting president-elect is relieved by the president.

    Immediate Past President
    812.  The immediate past president shall: serve as chair of the Board of Directors and preside at meetings of the board and meetings of the Full Voting Members of the ASLA Fund; represent and act for the Society as directed by the president and consistent with the policies of the Society as established by the Board of Trustees; conduct the annual performance evaluation of the executive vice president of the Society; serve ex officio as a member of the Nominating Committee; and perform such other duties as are customary for an officer of a corporation or as may be assigned or delegated by the president.

    Vice Presidents
    813.  There shall be six (6) vice presidents of the Society dedicated to support the president primarily in one of the following areas of responsibility: communications, education, finance, government affairs, professional practice, and membership. Within these areas of responsibility, the vice presidents shall: serve as liaison for the president to standing councils and committees and such other special study groups, task forces, and representatives of the Society as necessary and appropriate; monitor the management and administration of the operating plan and budget of the Society as adopted by the Board of Trustees; serve as members of the Board of Directors of the ASLA Fund; represent and act for the Society as directed by the president and consistent with the policies of the Society as established by the Board of Trustees; and perform such other duties as are customary for the officers of a corporation or as may be assigned or delegated by the president.

    Executive Vice President
    814.  The Society shall have an executive vice president who as chief executive officer shall: manage and administer the affairs and operations of the Society; direct the activities of staff and contract support services; report on the activities and state of the Society at the annual meeting of the Society; serve as president of the ASLA Fund; and perform such other duties as are customary for the chief executive officer of a corporation or as may be assigned or delegated by the Executive Committee of the Board of Trustees.

    Secretary
    815.  The secretary of the Society shall: maintain a record of the proceedings of the business meetings of the Society, the Board of Trustees, and the Executive Committee of the Board of Trustees; prepare and issue notices of the meetings of the Society, the Board of Trustees, and the Executive Committee of the Board of Trustees; prepare, issue, and receive ballots; administer annual and special elections; maintain the Constitution and Bylaws, Code of Professional Ethics, and administrative and public policies of the Society; certify documents; serve as corporate secretary of the ASLA Fund; and perform such other duties as are customary to the office of secretary of a corporation or as may be assigned or delegated by the Executive Committee of the Board of Trustees.

    Treasurer
    816.  The treasurer of the Society shall: supervise the collection of all fees, dues, charges, and other funds due the Society; be the custodian of all Society funds and disburse such funds only as authorized in the annual budget adopted by the Board of Trustees; supervise the keeping and auditing of the accounts that shall be open at all times to inspection by the Board of Trustees; present a quarterly report to the Board of Trustees on the financial condition of the Society; serve as corporate treasurer of the ASLA Fund; and perform such other duties as are customary to the office of treasurer of a corporation, or as may be assigned or delegated by the Executive Committee of the Board of Trustees.

    Election of Officers

    Nominations
    817.  The Nominating Committee shall create and maintain a roster of potential nominees for president-elect and a roster of potential nominees for vice president. The committee shall meet during the annual meeting of the Society to review suggestions received for potential nominees, to add potential nominees to each roster, and to discuss a slate consisting of two (2) nominees for each office.

    818.  Each year, there shall be two (2) nominees for president-elect. For even-year elections, there shall be two (2) nominees for vice president, finance; vice president, professional practice; and vice president, membership. For odd-year elections, there shall be two (2) nominees for vice president, communications; vice president, education; and vice president, government affairs.

    819.  The completed slate, with acceptance received from each nominee, shall be provided to the president of the Society no later than the fifteenth (15th) day of January each year. The president shall present the slate of nominees to the Executive Committee for approval.

    820.  Following the midyear meeting of the Board of Trustees, the chair of the Nominating Committee shall request suggestions for potential nominees from the current and past leadership of the Society and the membership at large.

    821.  If a special election is required to fill a vacancy, the Nominating Committee shall provide two (2) nominees for the office.

    Biographical Statements
    822.  Each nominee for president-elect and for vice president shall provide the chair of the Nominating Committee with a recent photograph and a biographical statement of not more than three-hundred-fifty (350) words that summarizes their education, career accomplishments, leadership experience, and awards and honors. The chair shall review the biographical statements for compliance with election policy, completeness, pertinence, and proportional balance. The biographical statements may be edited by the chair as required.

    Concepts and Aims Statements
    823.  Each nominee for president-elect shall prepare a statement of concepts and aims of not more than three-hundred-fifty (350) words that presents their views on the future of the profession and the direction of the Society. The statements of concepts and aims shall be reviewed, but not edited, by the chair of the Nominating Committee.

    Election Documents
    824.  The secretary of the Society shall prepare the election documents for annual and special elections.

    825.  The election documents for vice president shall include the election policy of the Society and the biographical statement and photograph of each nominee. The election documents shall be made available to the Board of Trustees thirty (30) days prior to the midyear meeting of the board.

    826.  The election documents for president-elect shall include the election policy of the Society; the concepts and aims statement by each nominee; the biographical statement and photograph of each nominee; instructions for voting; the date and time voting will close; a ballot; and a return envelope, if required. The ballots for president-elect shall contain the names of the nominees and a space for a write-in candidate. Two (2) ballots shall be prepared. The nominees shall be listed alphabetically on one ballot and in reverse order on the other. One-half (1/2) of the Full, Associate, and International Members of the Society in good professional standing shall be issued a ballot listing the nominees alphabetically. The remainder of the Full, Associate, and International Members of the Society in good professional standing shall be issued the other ballot. The election documents for president-elect shall be made available to the professional membership of the Society within seven (7) days of the conclusion of the midyear meeting of the Board of Trustees.

    Election Policy
    827.  The acceptance of nomination for office is a nominee’s expression of willingness to serve the Society with maximum diligence and ability in the office for which nominated; therefore, the following policy shall govern the election of officers:

    827.1  All written statements about the nominees shall be restricted to the material published by the Society and issued with the ballots.

    827.2  Professional conduct requires that derogatory remarks or insinuations concerning any nominee be avoided and that nothing be written or spoken that could be construed as an attempt to belittle any nominee’s qualifications for office. Therefore, no nominee shall write, or cause to be written, letters or campaign propaganda to be published or circulated. No chapter shall take an official stand in favor of a nominee from the chapter area or any other area or publish or circulate campaign propaganda on behalf of any nominee.

    827.3  Any member, not a nominee, has the privilege of seeking the support of colleagues on behalf of a nominee by means of verbal or written contacts.

    827.4  The acceptance of nomination to any office in the Society shall be understood to mean that each nominee subscribes to the above statements of election policy and shall act in accordance with them.

    827.5  This statement of election policy of the Society and the condition of the acceptance of nomination shall be provided to each nominee and shall be published by the Society and included in the election documents.

    Annual Elections
    828.  Thirty (30) days prior to the midyear meeting of the Board of Trustees the election documents for vice president shall be provided to the Board of Trustees. A ballot containing the names of the nominees for each vice presidential office shall be prepared for distribution immediately prior to the election during the midyear meeting of the Board of Trustees. The nominees receiving the highest number of votes for each vice presidential office shall be elected. If there is a tie in the number of votes cast for a vice presidential office, the Executive Committee shall elect one of the nominees as vice president.

    829.  Within seven (7) days of the conclusion of the midyear meeting of the Board of Trustees, the secretary shall provide the election documents and a ballot for president-elect to each Full, Associate, and International Member of the Society in good professional standing. The closing date and time for voting shall be no later than thirty (30) days from the date the ballots are provided. No ballot received after the closing date and time for voting shall be counted. The nominee for president-elect receiving the highest number of votes shall be elected. If there is a tie in the number of votes cast, the Board of Trustees shall elect one of the nominees as president-elect.

    830.  During the period of balloting for president-elect, the secretary shall secure all ballots. As soon as possible but no less than seven (7) days after the closing date and time for voting, the Committee of Tellers shall count the ballots, verify the election, and report the results to the president, the executive vice president, and the secretary. The results shall be kept confidential until released by the president for publication by the Society. All ballots shall be secured until the secretary receives written direction from the president to destroy the ballots.

    Vacancies and Special Elections
    831.  The Board of Trustees shall be directed by the following procedures in filling a vacancy occurring in a national office of the Society:

    831.1  President:  A vacancy during term in the office of president shall be filled immediately by the president-elect as specified in the Constitution.

    831.2  President-Elect:  A vacancy during term in the office of president-elect after the annual election for the following year shall be filled by the president-elect designate. The president-elect designate shall complete the remainder of the unexpired term and then serve the full elected term. A vacancy during term in the office of president-elect before the annual election shall be filled by an interim president-elect chosen by the Board of Trustees in a special election. The interim president-elect shall complete the remainder of the unexpired term only. The incoming president-elect, duly chosen by the professional membership of the Society in the annual election, shall be installed on schedule and serve the full elected term.

    831.3  Vice President:  A vacancy during term in the office of vice president shall be filled by an interim vice president elected by the Board of Trustees in a special election. The interim vice president shall complete the remainder of the unexpired term.

    831.4  Immediate Past President:  A vacancy during term in the office of immediate past president shall be filled by the past president from the preceding year. If the past president from the preceding year is unable to serve, the president shall appoint the past president from the next preceding year to complete the remainder of the unexpired term.

    831.5  President-Elect Designate or Vice President-Elect:  If a vacancy occurs in the position of president-elect designate or vice president-elect after the annual election but before the installation of officers, the Board of Trustees shall fill the vacancy by special election.

    831.6  Special Elections:  If a special election is required to fill a vacancy, the Nominating Committee shall propose two (2) nominees for the vacant office and the Executive Committee shall approve the slate.

    831.6.1  If the Board of Trustees is in session at a regular annual or midyear meeting, the special election shall be conducted by secret ballot.  The parliamentarian to the Board of Trustees and the secretary or the treasurer shall count the ballots, verify the election, and report the results to the president and executive vice president.  The nominee receiving the highest number of votes shall be elected.  If there is a tie in the number of votes cast, the Executive Committee shall elect one of the nominees to the vacancy.  The election results shall be reported by the president and recorded in the minutes of the meeting.  The secretary shall maintain a confidential, written tabulation of the ballot results over the signatures of the parliamentarian and the secretary or the treasurer, and secure all ballots for a period of one (1) year from the date of verification.

    831.6.2  If the Board of Trustees is not in session at a regular annual or midyear meeting, the special election shall be conducted by mail ballot.  Ballots shall be returned to national headquarters.  The parliamentarian to the Board of Trustees and the secretary or the treasurer shall count the ballots, verify the election, and report the results to the president and executive vice president.  Ballots received after the closing date and time for voting shall not be counted.  The nominee receiving the highest number of votes shall be elected.  If there is a tie in the number of votes cast, the Executive Committee shall elect one of the nominees to the vacancy.  The election results shall be reported by the president and recorded in the minutes of the next regular meeting of the Board of Trustees.  The secretary shall maintain a confidential, written tabulation of the ballot results over the signatures of the parliamentarian and the secretary or the treasurer, and secure all ballots for a period of one (1) year from the date of verification.

    Article 9.  Councils and Committees

    Councils, Committees, Official Affiliations, and Other Groups

    Standing Councils, Committees, and Official Affiliations
    901.  There shall be a standing Audit Committee, Constitution and Bylaws Committee, Ethics Committee, Finance and Investments Committee, Nominating Committee, and Tellers Committee.

    902.  The Board of Trustees shall establish and dissolve the additional standing councils, committees, and official affiliations necessary for accomplishing the purpose of the Society. With the exception of the committees included in Section 901 that require a Bylaws amendment to establish or dissolve, an affirmative vote by a majority of the Board of Trustees present and voting shall be required to establish or dissolve such a standing council, committee, or official affiliation.

    903.  Terms of one (1), two (2), or three (3) years for the chairs and members of standing councils and committees and official representatives of the Society shall be specified by the Board of Trustees when establishing a standing council, committee, or official Society affiliation. Terms shall begin and end as specified when the president is installed at the conclusion of the annual meeting of the Society unless otherwise established by the Board of Trustees when creating a standing council, committee, or official affiliation.

    904.  The charge and responsibility and any special organizational characteristics of standing councils and committees and official affiliations of the Society shall be specified by the Board of Trustees when establishing a standing council, committee, or official Society affiliation.

    Study Groups, Task Forces, and Other Representatives
    905.  In consultation with the Executive Committee, the president may create study groups and task forces and appoint other representatives of the Society as necessary and appropriate.

    906.  Specified terms for the chairs and members of any study groups or task forces created by the president and other representatives of the Society shall be one (1) year and concurrent with the term of the president making the appointment.

    907.  In consultation with the Executive Committee, the charge and responsibility and any special organizational characteristics of study groups and task forces and other affiliations of the Society shall be specified by the president when establishing a study group, task force, or other Society affiliation.

    Appointments
    908.  In consultation with the Executive Committee, the president shall appoint the chairs and members of standing councils and committees and such other study groups, task forces, and representatives of the Society as specified terms and vacancies require.

    909.  In consultation with the Executive Committee, the president-elect shall select for appointment when he or she assumes office as president the chairs and members of standing councils and committees and such other study groups, task forces, and representatives of the Society as specified terms and vacancies require.

    910.  Officers of the Society shall not serve as chairs or members of standing councils or committees unless otherwise established by the Board of Trustees when creating a standing council or committee. Officers may serve on study groups or task forces or as representatives of the Society.

    911.  The president shall appoint one or more trustees to each standing council and committee unless otherwise established by the Board of Trustees when creating a standing council or committee. The president may appoint trustees to study groups or task forces and as representatives of the Society.

    912.  The chairs and members of standing councils and committees and official delegates and representatives of the Society may be reappointed for succeeding specified terms unless otherwise established by the Board of Trustees when creating a standing council, committee, or official Society affiliation. The chairs and members of any study groups or task forces and other representatives of the Society may be reappointed for succeeding one-(1)-year terms concurrent with the president making the appointment.

    913.  Appointees shall continue in their duties until replaced by their successors. However, any appointee may resign of necessity or be dismissed by the president for failure to act or other cause at any time.

    Reports
    914.  The activities of standing councils and committees, special study groups, task forces, and representatives of the Society shall be included in the ASLA Annual Operating Plan Program and Operations Reports prepared quarterly for the Board of Trustees by the officers and executive vice president of the Society.

    Autonomous Councils and Boards

    Council of Fellows
    915.  There shall be a Council of Fellows (COF) composed of the Fellows of the Society. The council shall elect a chair, chair-elect, and secretary and, subject to approval by an affirmative vote by a majority of the Board of Trustees present and voting, shall adopt rules for the conduct of its business and procedures for the nomination and election of Fellows. The primary purpose of the Council of Fellows shall be the election of new Fellows and the investiture of Fellows during the annual meeting of the Society. The Council of Fellows may make recommendations to the Board of Trustees as it deems necessary and appropriate.

    Landscape Architectural Accreditation Board
    916.  There shall be a Landscape Architectural Accreditation Board (LAAB). The board shall consist of twelve (12) members, including one (1) appointed by the Society who shall also serve as a member of the Council on Education, one (1) appointed by the Council of Educators in Landscape Architecture (CELA), and one (1) appointed by the Council of Landscape Architectural Registration Boards (CLARB). The remaining members shall be appointed according to procedures established by LAAB. The board shall be an autonomous working group with responsibility to act in matters concerning accreditation of professional landscape architecture degree programs. Fees collected by LAAB shall cover the direct costs of accreditation visits and board meetings. The Society shall provide staff support and overhead for LAAB in an amount to be determined in the annual budget of the Society as established by the Board of Trustees.

    Article 10.  Business of the Society

    Address

    1001.  The corporate address of the Society shall be 19 Harrison Street, Framingham, Massachusetts 01702. The location of the headquarters of the Society, and such other office or offices as the business of the Society may require, shall be determined by the Board of Trustees.

    Meetings

    1002.  Robert’s Rules of Order shall govern the conduct of business at meetings of the Society, the Board of Trustees, and the Executive Committee of the Board of Trustees.

    1003.  At the president's discretion, nonmembers may be invited to attend the business meetings of the Society, the Board of Trustees, and the Executive Committee of the Board of Trustees.

    Notice of Meetings
    1004.  Notice of the annual meeting of the Society shall be provided to the entire corporate body at least sixty (60) days in advance of the meeting. Notice of any other meeting of the Society shall be provided at least thirty (30) days in advance of the meeting. The secretary shall issue notices of all business meetings of the Society, the Board of Trustees, and the Executive Committee of the Board of Trustees.

    Regular Meetings
    1005.  The Board of Trustees shall meet at the time of the annual meeting of the Society and at a designated midyear meeting. Additional meetings of the Board of Trustees may be called by the president as frequently as the accumulation of business may demand and at places and times determined by the president. The Executive Committee of the Board of Trustees shall meet on the call of the president.

    Special Meetings of the Board of Trustees
    1006.  Trustees may submit a written petition to the president for a special meeting of the Board of Trustees. The president shall put the request to a vote of the Board of Trustees. The special meeting shall be held upon an affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees.

    Meeting Chair
    1007.  The president shall preside at all meetings of the Society, the Board of Trustees, and the Executive Committee of the Board of Trustees. In the absence of the president, the president-elect shall preside. In the absence of both the president and the president-elect, the vice president for finance, shall preside. In the unlikely event that the president, president-elect, and the vice president for finance are unable to preside, a temporary chair shall be elected by those present.

    Proxy
    1008.  Trustees unable to attend a meeting of the Board of Trustees shall give written proxy for that meeting to another Full Member of the chapter executive committee or another Full Member of the chapter. Members of the Executive Committee of the Board of Trustees shall not receive or give power of proxy.

    Quorum
    1009.  More than one-half (1/2) of the entire voting membership of the Board of Trustees present in person or by proxy shall constitute a quorum for the transaction of business by the Board of Trustees. More than one-half (1/2) of the entire voting membership of the Executive Committee of the Board of Trustees present in person shall constitute a quorum for the transaction of business by the Executive Committee.

    Votes and Ballots

    1010.  All votes committing the Society to any action or policy shall be taken at a duly called meeting or by mail ballot of the Board of Trustees or the Executive Committee of the Board of Trustees. Provided a quorum is present, the motion shall be approved by a majority of the votes cast unless otherwise specified in the Constitution or Bylaws of the Society.

    1011.  The closing date and time for votes of the Board of Trustees or the Executive Committee of the Board of Trustees conducted by mail ballot shall be determined by the president and the secretary unless otherwise specified in the Bylaws. In no case shall the voting period be less than seven (7) days and all ballots shall be returned to national headquarters.

    1012.  Votes of the Board of Trustees or the Executive Committee of the Board of Trustees conducted by mail ballot shall be counted and verified by the secretary and reported and recorded in the minutes of the next regular meeting of the Board of Trustees or the Executive Committee of the Board of Trustees.

    1013.  Special election and other confidential mail ballots of the Board of Trustees shall be counted and verified by the parliamentarian to the Board of Trustees and the secretary or the treasurer of the Society.  The results shall be reported by the president and recorded in the minutes of the next regular meeting of the Board of Trustees.  The secretary shall maintain a confidential, written tabulation of the ballot results over the signatures of the parliamentarian and the secretary or the treasurer, and secure all ballots for a period of one (1) year from the date of verification.

    1014.  Annual election and other confidential ballots of the professional membership of the Society shall be counted and verified by the Committee of Tellers.  The results shall be reported to the president, the executive vice president, and the secretary.  The results shall be kept confidential until released by the president for publication by the Society.  The secretary shall maintain a confidential, written tabulation of the ballot results over the signatures of the full committee, and secure all ballots for a period of one (1) year from the date of verification.

    Article 11.  Funds

    1101.  The Society shall have an operating fund and a reserve fund.

    Operating Fund
    1102.  The operating fund shall finance the day-to-day operations of the Society as established in the annual operating budget by the Board of Trustees. Interest earned on the operating fund shall be ordinary income and shall be credited to the fund.

    Reserve Fund
    1103.  The reserve fund shall be equal to, or greater than a fixed percentage of the annual operating budget as established by the Board of Trustees. The reserve fund shall be cash investments designated as reserves. The purposes of the reserve fund shall be:

    1103.1  to sustain operations and member services during a period of economic downturn.

    1103.2  to manage the cash-flow requirements of proven fee-for-service activities, e.g., the annual meeting or Landscape Architecture magazine.

    1103.3  to fund capital expenditures beyond anticipated annual capital expenses.

    1103.4  to meet financial obligations under emergency circumstances, i.e., one-time, episodic, unanticipated situations.

    1103.5  to fund development of new, or enhancement of existing programs, products, or services.

    Interest earned on the reserve fund shall be credited to the fund. Disbursements shall be restricted to the purposes outlined above and shall require advance approval by an affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees. The prescribed size and purposes of the fund shall be reviewed at least every three years by the Finance Committee and changes shall be recommended to the Board of Trustees by the committee as necessary and appropriate.

    Bank Accounts

    1104.  Such officers or agents of the Society as shall from time to time be designated by the Executive Committee of the Board of Trustees shall have authority to deposit any funds of the Society in such banks, brokerage firms, or trust companies as shall from time to time be designated by the Executive Committee and such officers or agents as from time to time shall be authorized by the Executive Committee may withdraw any or all of the funds of the Society so deposited in any such bank, brokerage firm, or trust company, upon checks, drafts, or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of the Society, and made or signed by such officers or agents; and each bank, brokerage firm or trust company with which funds of the Society are so deposited is authorized to accept, honor, cash, and pay, without limit as to amount, all checks, drafts, or other instruments or orders for the payment of money, when drawn, made, or signed by officers or agents so designated by the Executive Committee until written notice of the revocation of the authority of such officers or agents by the Executive Committee shall have been received by such bank, brokerage firm, or trust company. There shall from time to time be certified to the banks, brokerage firms, or trust companies in which funds of the Society are deposited, the signature of the officers or agents of the Society so authorized to draw against the same. In the event that the Executive Committee shall fail to designate the persons by whom checks, drafts, and other instruments or orders for the payment of money shall be signed, as herein above provided, all such checks, drafts, and other instruments or orders for the payment of money shall be signed by the executive vice president and countersigned by the secretary of the Society.

    Annual Audit

    1105.  The Audit Committee shall arrange for the annual audit of the accounts of the Society by an independent certified public accountant.

    Financial Year

    1106.  The financial year of the Society shall begin on the first (1st) day of January and end on the next thirty-first (31th) day of December.

    Article 12.  Amendments

    1201.  The Board of Trustees shall amend the Bylaws while in session at regular, scheduled midyear or annual meeting.

    1202.  Members of the Board of Trustees shall sponsor proposed amendments. The sponsor shall prepare the proposed amendment in the format prescribed by the Constitution and Bylaws Committee and shall secure the endorsement of one or more other members of the board. The sponsor shall forward the proposed amendment to the chair of the Constitution and Bylaws Committee, the president, and the secretary of the Society at least sixty (60) days prior to a scheduled midyear or annual meeting.

    1203.  The chair of the Constitution and Bylaws Committee shall review the proposed amendment to ensure consistency with the Constitution or the Bylaws of the Society and assist the sponsor in rectifying any inconsistency. The chair shall then endorse and forward the proposed amendment to the sponsor, the president, and the secretary at least forty-five (45) days prior to the scheduled midyear or annual meeting.

    1204.  At least thirty (30) days prior to the midyear or annual meeting, the secretary shall post the proposed amendment for review by the Board of Trustees and the president shall place the proposed amendment on the action agenda for the meeting.

    1205.  The Board of Trustees shall consider the proposed amendment while in session at the midyear or annual meeting and shall adopt, amend and adopt, reject, or refer the proposed amendment back to the sponsor for further study. Testimony for or against adoption may be presented. An affirmative vote by two-thirds (2/3) of the entire voting membership of the Board of Trustees shall be required for adoption.

    Adopted by the ASLA Board of Trustees on May 7, 2003
    Amended:  May 15, 2004; October 29, 2004; October 6, 2006; October 5, 2007; May 9, 2008; September 17, 2009; April 11, 2011; April 27, 2013