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INDEX
Article I Name and Object
Article II Insignia and Seal
Article III Organization of the Society
Article IV The Grand Chapter
Article V Faculty Advisors
Article VI The Institutional Chapters
Article VII The Annual Meeting
Article VIII Indemnification
Article IX Amendments
Article X Miscellaneous Problems
ARTICLE I
Name and Object
Section 1.
The corporate name of the society shall be "TAU SIGMA
DELTA HONOR SOCIETY" (herein referred to as the "Society").
Section 2.
The Society shall be known in the institutions where
chapters are domiciled as TAU SIGMA DELTA HONOR SOCIETY IN
ARCHITECTURE AND ALLIED ARTS.
Section 3.
The Society derives its Greek letter name from the
first letter of each of the words of its motto,
"Technitai Sophoikai Dexioti": Tau, Sigma and Delta. The motto
means "Craftsmen, skilled and trained."
Section 4.
The organization was established to provide a national
collegiate honor society open to students of all American
colleges and universities wherein an accredited program of
Architecture, Landscape Architecture or Allied Arts is
established. Its prime objective is to celebrate excellence in
scholarship, to stimulate mental achievement, and to award those
students who attain high scholastic standing in Architecture,
Landscape Architecture, and Allied Arts of Design by the rewards
of membership in an honor society.
ARTICLE II
Insignia and Seal
Section 1.
The badge or key shall be the crossed letters Tau,
Sigma, and Delta, with a suspension ring at the top and a
pendant at the bottom. The badge may be worn as a key charm or a
pin. The badge may be purchased only through the office of the
Grand Chapter Treasurer, who will place the order with the
authorized jeweler upon receipt of the purchase price.
Section 2.
The seal shall consist of a circular design not to
exceed 1-1/2 " in diameter, around which shall be inscribed the
words, "Grand Seal of Tau Sigma Delta * 1913 * ".
Section 3.
The colors of the Society shall be white and gold.
Section 4.
The flower shall be the red rose.
ARTICLE III
Organization of the Society
Section 1.
The government of the Society shall be vested in the
hands of the National Officers of the Grand Chapter, the faculty
advisors, the annual
meeting, and the institutional Chapters as designated hereafter
under the powers and duties of such authorities.
Section 2.
The Grand Chapter shall have control of all matters
pertaining to the Society as a whole between annual meetings and as limited by
these Bylaws.
Section 3.
The annual
meeting shall include the Grand Chapter and the faculty advisors
of each institution. The Grand Chapter officers shall be the
officers of the meeting, and the
faculty advisors or designated representatives shall be the
voting delegates. In cases where the institutional chapters have
co-advisors, the Chapter is entitled to one vote. All members of
the Society may participate in the meeting
affairs.
Section 4.
An Institutional Chapter shall be the local chapter of
the Society at a college, school or department of Architecture,
Landscape Architecture, and Allied Arts of a college,
university, or other institution as hereafter described.
ARTICLE IV
The Grand Chapter
Section 1.
The Grand Chapter shall consist of the National
Officers of the Society. The Grand Chapter shall be the name
given the Board of Directors or Trustees as contemplated by
Section 2.14 of the Texas Non-Profit Corporation Act.
Section 2.
The Grand Chapter shall have control of all matters
pertaining to the Society as a whole except as limited by these
Bylaws.
Section 3.
The Officers of the Grand Chapter shall be
the Past President, the President, the Vice President, the Secretary
and the Treasurer.
Section 4.
The officers of the Grand Chapter shall be elected
from the regular members and honorary members of the Society at
the annual meeting. With
the exception of the Grand Chapter Treasurer, officers of the
Grand Chapter shall not be eligible for re-election to the same
office. Any vacancy of office may be filled temporarily until
the next election by appointment by the other officers of the
Grand Chapter.
At the meeting,
there shall be an election of the Grand Chapter Vice President.
The Vice President shall be designated President-elect and shall
succeed to the office of President at the meeting two years
thereafter. At that meeting and in every
second succeeding year thereafter, there shall be an election of
Grand Chapter Vice President who shall be designated
President-elect. The President, upon completion of his or
her two-year term, will automatically serve as Past President
for the succeeding two years.
At every fourth annual meeting
following the election of the Grand Chapter Secretary, there shall be an election of the Grand Chapter
Secretary.
At every fourth annual meeting following the election of the
Grand Chapter Treasurer, there shall be an election of Grand
Chapter Treasurer.
Nominations of officers for the Grand Chapter may be
made by any Chapter of the Grand Chapter in writing to the Grand
Chapter Secretary at least one month prior to the next national
meeting, and additional nominations may be made from the floor
at the meeting. No candidate shall be
nominated who has not indicated willingness to serve if elected.
Voting shall be by secret ballot of the delegates, and a simple
majority of those voting shall be required for election. The
Grand Chapter Secretary shall notify each Chapter of the results
of the election.
Section 5.
A meeting of the Grand Chapter may be called by two
officers of the Grand Chapter.
Section 6.
The duties and powers of the Grand Chapter shall be:
1.
To act as the custodian and conservator of all the properties
and interests of the Society.
2.
To issue charters to new Chapters and to install same.
3.
To issue all keys and membership certificates.
4.
To levy Chapter assessments when considered necessary; these to
be uniform for all Chapters.
5.
To make a Treasurer’s annual report to the Chapters containing
the following items:
a.
Statement of the financial condition of the Society;
b.
A summary of transactions since the last report;
c.
Recommendations for the good of the Society; and
d.
Report of new Chapters.
6.
To promote the organization of new Chapters.
7.
To appoint any member of the Society as its representative with
such powers and duties as the Grand Chapter may designate.
8.
To revoke the charter of any chapter for violation of the Bylaws
of the Society or for any of the following reasons:
a.
For denial of the authority of the Grand Chapter;
b.
For failure or refusal to pay all indebtedness to the Grand
Chapter; and
c.
Inactivity for a period of five years.
9.
To render all decisions interpreting the laws of the Society,
which decisions shall be final unless reversed by ballot of the
Chapters.
10.
To temporarily fill vacancies in the Grand Chapter until the
next succeeding election.
11.
To require annual reports from the Chapters.
12.
To receive and disburse all monies pertaining to the Society,
giving receipts and keeping vouchers and keeping a clear and
accurate account of all transactions.
13.
To act on amendments to these Bylaws as herein provided.
Section 7.
The Grand Chapter shall derive its revenue from the
following sources:
1.
A sum recommended by the Grand Chapter and approved by the annual meeting to be paid
annually by each chapter for each new member inducted by that
Chapter.
2.
All profits on the sale of charters, membership certificates,
keys, medals, and all paraphernalia and accessories pertaining
to the Society.
3.
Gifts to the Society.
4.
Such other fees as the Grand Chapter shall consider necessary to
levy for the general expansion of the Society as approved by the annual meeting.
Section 8.
The duties and powers of the Grand Chapter President
shall be:
1.
To preside at meetings of the Grand Chapter.
2.
To prepare the Grand Chapter annual report to the Chapters.
3.
To take the initiative in the promotion of new Chapters.
4.
To sign all charters and other official documents requiring
signature, or delegate this duty when necessary.
Section 9.
The duties and powers of the Grand Chapter Vice
President shall be:
1.
To serve as an aide to the President.
2.
To preside when the President is absent or when called upon by
the President.
3.
To serve as President-elect, assuming the duties of the
President upon expiration of his two-year term.
Section 10.
The duties and powers of the Grand Chapter Secretary
shall be:
1.
To perform the duties normally associated with the office of
recording secretary.
2.
To keep an index of all members of the Society.
3.
To act on amendments to these Bylaws as herein provided.
Section 11.
The duties and powers of the Grand Chapter Treasurer shall be:
1.
To perform the duties normally associated with the office of
Treasurer, including presentation of an annual financial report
at each annual meeting.
2.
To receive and disburse all monies pertaining to the Society.
3.
To sign all charters and membership certificates and affix
thereto the Grand Chapter seal, or delegate this duty when
necessary.
4.
To order all supplies and paraphernalia and disburse same to the
Chapters upon proper payment.
ARTICLE V
Faculty Advisors
Section 1.
Each institutional Chapter shall have one Faculty
Advisor. This Faculty Advisor shall be on the faculty of the
college or Department of Architecture, Landscape Architecture or
Allied Arts at the institution where the chapter is located.
Section 2.
The Faculty Advisor shall be selected by the
dean, director, or chair to
serve for an indefinite term.
Section 3.
The duties of the Faculty Advisor shall be:
1.
To represent the local Chapter interests in the affairs of the
Grand Chapter.
2.
To ensure the continuity of the Chapter standards in harmony
with these Bylaws.
3.
To form a liaison between the Grand Chapter and the local
Chapter.
4.
To be the interim custodian of the Chapter records and files.
5.
To be the Chapter delegate to the annual meeting or appoint a designated representative of
the Chapter if unable to attend personally.
6. To nominate new members in accordance
with ARTICLE V, Section 7.
ARTICLE VI
The Institutional Chapters
Section 1.
An institutional Chapter of TAU SIGMA DELTA shall be
established only at such degree-granting institutions whose
college or department of Architecture and Allied Arts is on the
accredited list of NAAB, CACB, or LAAB. FIDER/CIDA and NASID programs housed
in universities with architecture or landscape architecture can
also establish chapters, as can freestanding art or interiors
programs that can show a significant connection to an NAAB, CACB,
or LAAB architecture or landscape architecture program as
approved by the Grand Chapter Executive Board.
Further, institutional Chapters may be established at
such institutions located outside the United States, when, in
the opinion of the Grand Chapter officers, the curriculum and
academic standards of that college or department are equivalent
to that of a unit accredited in the United States. Schools shall
submit in these cases such evidence or data as the Grand Chapter
officers may deem necessary.
1.
New Chapter Initial Organization: An institutional Chapter of
TAU SIGMA DELTA shall be established in the following manner,
and forwarded to the Grand Chapter Treasurer
a.
A letter from the Dean or Director of the nationally
accredited program stating that a faculty member has agreed
to be the Faculty Advisor for the institutional chapter.
b.
When this has been received and completed, a Greek letter
designation shall be assigned the new institutional chapter.
2.
Re-Activation of a Chapter: An institutional chapter that has
been declared inactive shall be eligible to become reactivated
by submitting a letter from the Dean or Director of the program
requesting that the Chapter be activated and that a Faculty
Advisor has been named to lead the Chapter.
Section 2.
Each Chapter of the Society shall be designated by one or more
letters of the Greek alphabet. These will be assigned to the
Chapter by the Grand Chapter.
Section 3.
The revenue of a Chapter shall be derived from the following
sources:
1.
Induction fee in excess of amount paid to the Grand Chapter for
each initiate.
2.
Regular dues as fixed by each Chapter.
3.
Gifts to the Chapter.
4.
Special assessments of the Chapter.
Section 4.
The officers of the Chapter shall consist of a Chapter
President, Secretary, Treasurer, and Faculty Advisor.
Section 5.
Officers shall be elected at a regular meeting approximately one
month prior to the end of the school year, and their term of
office shall be for the succeeding school year. Special
elections shall be held to fill any vacancies of office at the
next regular meeting of the Chapter after such vacancies occur.
Two weeks published notice must be given prior to any election
meeting.
The following oath of office shall be administered to each
officer-elect by the retiring Chapter President or, in the case
of the President’s inability to serve, by the Secretary, or, in
the case of inability of both, by the Treasurer.
Oath of Office:
I, ______________________, affirm that I will support the Bylaws
of Tau Sigma Delta and the laws and regulations made in
conformity thereto, and that I will discharge the duties
required of me as an officer of the ________________ Chapter of
Tau Sigma Delta to the best of my ability.
Section 6.
The membership of each Chapter shall be divided into three
classes: Active, Honorary, and alumni.
1.The
definitions of membership are:
a.
Active membership shall consist of undergraduate students and
graduate students currently at the institution where a chapter
is located.
b.
Honorary membership shall consist of members of the faculty or
persons of high reputation in the professions of Architecture,
Landscape Architecture, or the Allied Arts of Design.
c.
Alumni members shall consist of all members who are no longer
active.
Section 7.
Membership criteria and methods of selection are as
follows:
1.
Undergraduate Active Members. To be eligible for undergraduate
membership, a candidate must be a bona fide student enrolled in
a course of study leading to the first accredited degree in
Architecture, Landscape Architecture, or the Allied Arts of
Design. The candidate must have completed a minimum of two and
one-half academic years (five semesters or eight quarters) of
the initial degree program and shall have completed the major
prerequisites of the degree program established by the faculty
of the institution in which the Chapter is domiciled. Any
eligible transfer student shall have been enrolled in residence
a minimum of one academic year in the institution where his
selection for membership is considered. The candidate must have
maintained a B average or a 3.0 GPA on a 4.0 scale and be in the
upper 20% of their class.
2.
Graduate Active Members. A student shall become eligible for
graduate active membership when he shall have completed at least
one-half of the technical or professional requirements for the
graduate degree in Architecture, Landscape Architecture, or the
Allied Arts of Design, provided he shall have attained an
average grade not lower than the minimum grade required for
undergraduate members. An undergraduate member who continues his
studies at the graduate level automatically becomes an active
graduate member.
3.
Alumni-Faculty Members. An alumni-faculty member is
automatically a chapter member unless he shall successfully
petition for withdrawal from membership.
4.
Honorary Members. A candidate for honorary membership shall be
elected at a regular meeting of the institutional Chapter by a
majority vote. Selection shall presume a quality of performance
and excellence comparable to the standards expected of students
initiated in the society. Nominations proposed and seconded by
active student members must be received by the Chapter Secretary
two week prior to the Chapter meeting.
Section 8.
At least one meeting of the Chapter should be held in
each principal school term or semester. Other meetings may be
called by the Chapter President at any time provided due notice
be given each active member of the Chapter. Two weeks notice
should normally be given for all meetings. At meetings of the
Chapter a quorum must be present to conduct business of the
Chapter. Only active members in good standing shall be allowed
to vote on Chapter business. The following order of business
shall be observed at meetings of the Chapter.
1.
Chapter roll call
2.
Minutes of previous meeting
3.
Reports of committees
4.
Old business
5.
New business
6.
Elections, if any
7.
Adjournment.
All meetings shall be governed by Roberts Rules of Order.
Section 9.
The duties and powers of the Chapter shall be:
1.
To order from the Grand Chapter Administrative Assistant all
keys and membership certificates, paying the fees in advance as
fixed by the Grand Chapter.
2.
To hold meetings and to provide such activities that encourage
and celebrate scholarship.
3.
To provide paraphernalia and accessories pertaining to the
Society by ordering same from the Grand Chapter Administrative
Assistant.
4.
To send each person selected to the Society a notice of
invitation.
5.
To hold a regular initiation ceremony at a convenient time after
selection.
6.
To make a yearly report to the Grand Chapter Secretary by the
end of the academic year.
Section 10.
The duties and powers of the Chapter President shall be:
1.
To preside at all Chapter meetings.
2.
To appoint all committees.
3.
To sign all documents requiring his signature.
4.
To make a yearly report of the Chapter to the Grand Chapter.
5.
To serve as custodian of the charter and Bylaws during his term
of office except when these are turned over to the custody of
the Faculty Advisor.
Section 11.
The duties and powers of the Chapter Secretary shall be:
1.
To record and read all minutes at the meetings of the Chapter.
2.
To keep the roll of the Chapter.
3.
To forward new member selection information to the Grand
Chapter.
a.
Forward to the Grand Chapter Administrative Assistant, the list
of new members, typed in alphabetical order, the names as the
member wishes it to appear on the certificate. (digital format
preferable).
b.
Forward to the Grand Chapter Administrative Assistant an
institutional or chapter check for the Grand Chapter fees due
for the new members, medal orders, or jewelry orders. Clearly
identify each category order. Please allow three (3) weeks
minimum time to process the orders. Every effort will be made to
complete the requests more quickly, however, receipt cannot be
guaranteed if the order is received with less than three (3)
weeks processing time.
4.
To compile records of students being considered for membership.
5.
To receive all nominations for officers and honorary membership.
Section 12.
The duties and powers of the Chapter Treasurer shall be:
1.
To record all financial transactions of the Chapter.
2.
To collect all dues and initiation fees.
3.
To order all standard paraphernalia and accessories from the
Grand Chapter and to make payment for same in advance.
4.
To make yearly reports to the Grand Chapter.
ARTICLE VII
The Annual Meeting
Section 1.
The annual meeting
of the Society shall be held at an appropriate time during the
annual meeting of the Association of Collegiate Schools of
Architecture.
Section 2.
The participants shall consist of the Grand Chapter
officers and delegates of each Chapter. Active, honorary, and
alumni members of the Society are invited to attend.
Section 3.
The Grand Chapter officers shall serve as the
officers of the meeting, and the
delegates shall be the voting members of the meeting. Those attending shall constitute a quorum.
Section 4.
The annual meeting shall
approve the Grand Chapter fees for the following academic year.
Section 5.
Between meetings, official
business of the Society may be transacted by correspondence,
written ballot, email and conference calls. A proposal may be
made by two or more of the Chapters or by the Grand Chapter. A
ballot listing such proposals shall be sent to each Chapter by
the Grand Chapter Secretary, and the voted ballots shall be
returned to his office. Votes shall be deemed eligible or valid
by a specified postmark date. All ballots shall be counted by
the Grand Chapter, and a majority of the ballots received shall
govern. The Chapters will then be notified by the Grand Chapter
Secretary of the results of the balloting.
ARTICLE VIII
Indemnification
When Indemnification is Required, Permitted and Prohibited
Section 1.
1.
The Society shall indemnify a Grand Chapter member, officer,
committee member, employee, or agent of the Society who was, is,
or may be named defendant or respondent in any proceeding as a
result of his or her actions or omissions within the scope of
his or her official capacity in the Society. For the purposes of
this article, an agent includes one who is or was serving at the
request of the Society as a director, officer, partner, venturer,
proprietor, trustee, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other
enterprise. However, the Society shall indemnify a person only
if he or she acted in good faith and reasonably believed that
the conduct was in the Society’s best interests. In the case of
a criminal proceeding, the person may be indemnified only if he
or she had no reasonable cause to believe that the conduct was
unlawful. The Society shall not indemnify a person who is found
liable to the Society or is found liable to another on the basis
of improperly receiving a personal benefit. A person is
conclusively considered to have been found liable in relation to
any claim, issue, or matter if the person has been adjudged
liable by a court of competent jurisdiction and all appeals have
been exhausted.
2.
The termination of a proceeding by a judgment, order,
settlement, conviction, or on a plea of nolo contendere or its
equivalent does not necessarily preclude indemnification by the
Society.
3.
The Society shall pay or reimburse expenses incurred by a
director, officer, committee member, employee, or agent of the
Society in connection with the person’s appearance as a witness
or other participation in a proceeding involving or affecting
the Society when the person is not named defendant or respondent
in the proceedings.
4.
In addition to the situations otherwise described in this
paragraph, the Society may indemnify a director, officer,
committee member, employee, or agent of the Society to the
extent permitted by laws.
5.
Before the final disposition of a proceeding, the Society may
pay indemnification expenses permitted by the Bylaws and
authorized by the Society. However, the Society shall not pay
indemnification expenses to a person before the final
disposition of a proceeding if: the person is a named defendant
or respondent in a proceeding brought by the Society, or the
person is alleged to have improperly received a personal benefit
or committed other willful or intentional misconduct.
6.
If the Society may indemnify a person under the Bylaws, the
person may be indemnified against judgments, penalties,
including excise and similar taxes, fines, settlements, and
reasonable expenses (including attorney’s fees) actually
incurred in connection with the proceedings.
Procedures Relating to Indemnification Payments
Section 2.
1.
Before the Society may pay any indemnification expenses
(including attorney’s fees), the Society shall specifically
determine that indemnification is permissible, authorize
indemnification, and determine that expenses to be reimbursed
are reasonable, except as provided in Section 2 below. The
Society may make these determinations and decisions by any one
of the following procedures.
a.
Majority vote of a quorum consisting of members of the Grand
Chapter who, at the time of the vote, are not named defendants
or respondents in the proceeding.
b.
If such a quorum cannot be obtained by a majority vote of a
committee of the Grand Chapter designed to act in the matter by
a majority vote of all such members of the Grand Chapter
consisting solely of two or more embers of the Grand Chapter who
at the time of the vote are not named defendants or respondents
in the proceedings.
c.
Determination by special legal counsel selected by the Grand
Chapter by vote as provided in Section 2(a)(i) or Section
2(a)(ii), or if such a quorum cannot be obtained and such a
committee cannot be established, by a majority vote of all
members.
2.
The Society shall authorize indemnification and determine that
expenses to be reimbursed are reasonable in the same manner that
it determines whether indemnification is permissible. If the
determination that indemnification is permissible is made by
special legal counsel, authorization of indemnification and
determination of reasonableness of expenses shall be made in the
manner specified by Section 2(a)(iii) above, governing the
selection of special legal counsel. A provision contained in the
Articles of Incorporation, the Bylaws, or a resolution of
members or the Grand Chapter that requires the indemnification
permitted by Article VIII, Section 2 above, constitutes
sufficient authorization adopted or authorized in the same
manner as the determination that indemnification is permissible.
3.
The Society shall pay indemnification expenses before final
disposition of a proceeding only after the Society determines
that the facts then known would not preclude indemnification and
the person to be indemnified. The determination that the facts
then known to those making the determination would not preclude
indemnification and authorization of payments hall be made in
the same manner as a determination that indemnification is
permissible under Article VIII, Section 2 above. The person’s
written affirmation shall state that he or she has met the
standard of conduct necessary for indemnification under the
Bylaws. The written undertaking shall provide for repayment of
the amount paid or reimbursed by the Society if it is ultimately
determined that the person has not met the requirements for
indemnification. The undertaking shall be an unlimited general
obligation of the person, but it need not be secured and it may
be accepted without references to financial ability to make
repayment.
ARTICLE IX
Amendments
Section 1.
Amendments to these Bylaws may be proposed by two or
more Chapters, by the Grand Chapter, or by a Chapter and one
Grand Chapter officer. Such proposed amendments shall be
forwarded to the Grand Chapter Secretary who will then send
copies to each Chapter for the balloting by mail. A two-thirds
majority of the active Chapters shall be required for adoption
of any amendment.
Section 2.
Amendments to these Bylaws may be proposed from the
floor of a an annual
meeting. A two-thirds majority of the voting delegates at the meeting shall be required for the adoption of
any amendment so proposed.
Section 3.
Adopted amendments shall be come a part of these
Bylaws.
ARTICLE X
Miscellaneous Provisions
Legal Authorities Governing Construction of Bylaws
Section 1.
The Bylaws shall be construed in accordance with the
laws of the State of Texas. All references in the Bylaws to
statutes, regulations, or other sources of legal authority shall
refer to the authorities cited, or their successors, as they may
be amended from time to time.
Legal Construction
Section 2.
If any Bylaw provision is held to be invalid,
illegal, or unenforceable in any respect, the invalidity,
illegality, or unenforceability shall not affect any other
provision and the Bylaws shall be construed as if the invalid,
illegal, or unenforceable provision had not been included in the
Bylaws.
Headings
Section 3.
The headings used in the Bylaws are used for
convenience and shall not be considered in construing the terms
of the Bylaws.
Gender
Section 4.
Wherever the context requires, all words in the
Bylaws in the male gender shall be deemed to include the female
or neuter gender, all singular words shall include the plural,
and all plural words shall include the singular.
Power of Attorney
Section 5.
A person may execute any instrument related to the Society by
means of a power of attorney if an original executed copy of the
power of attorney is provided to the Secretary of the Society to
be kept with the Society records.
Parties Bound
Section 6.
The Bylaws shall be binding upon and inure to the
benefit of the members of the Grand Chapter, officers, committee
members, employees, and agents of the society and their
respective heirs, executors, administrators, legal
representatives, successors and assigns except as otherwise
provided in these Bylaws.
Ratified at the Annual Meeting, March 30, 2006.
These Bylaws govern the affairs of TAU SIGMA DELTA HONOR
SOCIETY, a non-profit corporation organized and incorporated
October 12, 1992, under the Texas Non-Profit Corporation Act.
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