Chapter Model - Constitution and Bylaws

Chapter Documents cannot be counter to the Society’s Constitution and Bylaws.  However, as stated in Section 709 of ASLA’s Bylaws, “The laws of the state shall prevail when chapters are incorporated under state law and such legal requirements are at variance with the Constitution and Bylaws of the Society.”  Some Chapter practices may differ slightly. In either case, the intent of the Society’s documents shall be mirrored to the extent consistent with applicable law, even if the language must change.

Examples of potential variances from this document include, but are not limited to, the following:

•    The laws of the state mandate a “Board of Directors” instead of an “Executive Committee,” set a different number for a quorum, or prescribe a specific election process.

•    Lengths of terms and nomenclature for Executive Committee members should reflect chapter practices, such as a two-year presidency instead of a one-year term.

•    Chapters should realign officer duties to accurately reflect their organizational structure.  For example, these Model Bylaws do not mention an executive director or association manager, yet some chapters assign duties of the secretary and/or treasurer to them (financial accounting and reporting, sending meeting notices, counting ballots for elections, etc.).  These guidelines identify duties and responsibilities that need to be assigned to some position. 

•    The identification of and selection process for voting Executive Committee members may also be altered to follow state law and each individual Chapter’s desires. 

In the process of revising and updating Chapter Bylaws, Chapters are encouraged to consult with independent legal counsel to ensure compliance with laws of the state in which the Chapter is incorporated.