BYLAWS
OF
THE SOCIETY OF IRANIAN ARCHITECTS AND PLANNERS
(A CALIFORNIA NON-PROFIT CORPORATION)

1.01 Name. The name of the organization is the Society of Iranian Architects & Planners, which may also be known as SIAP.

1.02 Objects. The objects of SIAP shall be to organize and unite in fellowship the Iranian graduates in the field of architecture, planning, interior design, and landscape architecture; to promote the cultural, scientific, and professional aspects of their fields; to encourage the members to develop and advance their skills and abilities in the profession; to provide means of communication for coordination of mutual professional and cultural relationship with similar Iranian organization around the globe; to promote professional services within the Iranian community; to establish professional relationship with similar organizations.

If and while affiliation will promote the purposes and objects of the SIAP, and upon approval of the Board of Directors, any organization may be affiliated with the SIAP unless the other organization was formed, used or maintained for financial gain, price-fixing or political purposes.

a. Society: The above named Society.

b. Board: The governing Board of the SIAP, including Officers and other Directors.

c. Basic Committees: In conformance with SIAP Component Standards of Service: Program/Organization, Membership, Public Relation/Web Site, Publication, Events, Education, and Financial Committee.

d. Member: In these bylaws the term member applies to all categories of SIAP membership.

e. Principal Member: In these Bylaws, the term principal member applies to an Iranian individual who is the member of SIAP per Article 2.1.1 of these bylaws.

f. Director: Officers and other Directors who are members of SIAP Board.

g. Associate Member: In these Bylaws, the term Associate Member applies to an individual with limited voting rights.

h. Associate Member of the Board: Board members with limited voting rights.

i. Inspectors: Three SIAP inspectors, who shall be elected by SIAP members per Article 5.7 & Article 7.

1.3.1 The SIAP is a nonpolitical, non religious, nonprofit mutual benefit membership corporation, duly incorporated on July 7, 1998, under and by virtue of provisions of the Corporation Code of the State of California which consists of the following bodies:

a. The Members: Per Article 2 of these bylaws.

b. The Basic Committee: to be formed by SIAP members per Article 6 of these bylaws.

c. The Board of Directors: to be elected from nominees of each Basic Committee per Article 4 and 5 of these bylaws.

d. The Executive Committee: to be formed by selected Board Members per Article 5.3 of these bylaws.

e. The Inspectors: to be elected by SIAP members per Article 7 of these bylaws.

a. The SIAP shall coordinate and represent its membership on all matters concerning SIAP as a whole.

b. No action of any of the structural bodies of SIAP shall directly or indirectly nullify or contravene any action or policy of the SIAP.

Subject to these bylaws, the SIAP shall be governed and its affairs shall be conducted by the board.

1.6.1 Endorsements of Enterprises. The SIAP shall not sponsor or endorse any enterprise, whether public or private, operated for profit.

1.6.2 Endorsement of Material. No officer, director, committee member or employee of the SIAP in his or her official capacity shall approve, endorse, sponsor or do anything that may be deemed or construed to be an approval, endorsement or sponsorship of any material of construction or any method or manner of handling, using, distributing or dealing in any material or product. The Board, however, by a two-thirds majority of the entire Board, may approve of ways of presenting to the architectural profession data relating to such material or products, and relating to architecture or its practice or to the objects and purposes of the SIAP published by others than the SIAP provided that the said data, books or other literature have been submitted by the Board. By the same vote, the Board may permit the seal or other insignia of the SIAP to be imprinted

on the title page of each of the said books or other literature for a royalty consideration or otherwise provided that the SIAP is protected from all liability that may arise therefrom.

2.01   CATEGORIES OF SIAP INDIVIDUAL MEMBERSHIP

a. Principal Members
b. Associate Member
c. Honorary Member
d. Affiliate Member

a. Eligibility for individual Membership of each category shall be limited to those who are of good character and reputation, who agree to comply with these Bylaws and who agree to accept the rights and privileges granted to and the duties undertaken by their category of membership as described herein.

b. Qualifications, admission requirements, privileges as other members in the same category; except that SIAP may lower dues and/or assessments for such members.

Changes in membership eligibility or qualifications set forth in these Bylaws shall not be retroactively applied.

No member shall have any right, title or interest in SIAP property at any time.

2.1 PRINCIPAL MEMBERS

2.1.1 Qualifications. Principal Members of the SIAP are individuals who hold minimum Bachelor Degree or equivalent in Architecture, Planning, Interior Design, or Landscape Architecture. Such members shall demonstrate honorable standing in the profession and in their community.

2.1.2 Admission. Principal Members of the SIAP shall be recommended by two principal members in good standing and approved by membership committee.

2.1.3 Rights and Privileges of Principal Members

2.1.3.1 Title. Principal Members in good standing may bring or otherwise use in connection with their practice and work:

a. the initials SIAP as a suffix to their names, and

b. the title "Member of the Society of Iranian Architects & Planners."

2.1.3.2 Pin and Emblem. Principal Members may use gold SIAP lapel pin and SIAP emblem within the limitations established by SIAP.

2.1.4 Privileges of Principal Members.

a. May speak and vote on all issues submitted to or otherwise voted upon by the membership.

b. May be appointed as members of committees at all levels of the SIAP.

c. May serve as SIAP representative.

d. May serve on any SIAP committee and chair any committee.

e. May serve as an Officer or director of SIAP.

2.2.1 Qualifications. Associate members of SIAP are as follows:

a. Students of School of Architecture and/or Planning, Interior Design and Landscape Architecture.

b. Those who are employed under the supervision of an architect in a professional or technical capacity directly related to the practice of architecture or;

c. Those who are faculty members in university programs in architecture who do not hold architecture/planning degree and who are actively involved in research, administration or the teaching of architecture.

d. Admission. Associate Members of the SIAP shall be recommended by two principal members in good standing and approved by membership committee.

2.2.2 Rights and Privileges of Associate Members.

2.2.2.1 Title. Associates in good standing may indicate that they are Associates of the SIAP and may use the title Associate SIAP.

2.2.2.2 Privileges. Associates shall have the same rights and privileges as principal members except as noted below:

a. Association may serve as voting members on SIAP, provided that they hold no more than two seats in addition to the seats assigned to principal members of the board and must be active member(s) of SIAP Basic Committee(s). However, Associate Members are not eligible to vote for principal member directors.

b. Associates may speak on all issues except formal and informal charges of unprofessional conduct of principal members.

c. Associates may serve as members of SIAP committees, except those involved with formal or informal charges of unprofessional conduct by members.

d. Associates may not act as a representative of SIAP.

2.2.2.3 Membership on the Board. When their number in SIAP reaches one-third of total members, Associates may elect a representative from their ranks to serve as a member of the Board. This representative shall be permitted to speak and vote on all issues except for charges of unprofessional conduct by members, and shall not be eligible to be an officer.

2.3.1 Eligibility for Affiliate Membership. Individuals or those who are not otherwise eligible for membership in SIAP and who meet one or more of the following requirements shall be eligible for Affiliate membership in SIAP.

a. Affiliate Professional: Those individuals with established professional reputations, or persons who are employed outside of architectural practice but are involved in positions allied to the field of architecture. Affiliate Professional members may include engineers, sculptors, muralist, artists, professionals in government, education and research, graphic designers, lighting designers, writers and photographers.

b. Affiliate Industry. Those individuals who are employed by or representing firms in the construction industry engaged in research, design, development, testing manufacture, distribution, or training for building and construction products or systems.

c. Affiliate Media. Those individuals employed full-time as writers or reporters by the media, including newspapers and trade or professional journals that are distributed to the general public.

2.3.2 Rights and Privileges. An Affiliate member of SIAP:

a. May not print or permit to be printed or in any way use the name, title, initials, seal, symbol or insignia of SIAP.

b. May not make motions or vote at any meeting of SIAP.

c. May serve on any committee with exception as set forth in 2.2.2.2 b & c, but may not chair any committee.

d. May not be an Officer or Director or as a representative of SIAP.

2.4.1 Qualifications. Any person of esteemed character who is otherwise ineligible for membership but who has rendered distinguished service to the profession of architecture, or to the arts and sciences allied therewith, may be admitted by the Board as an Honorary Member or SIAP. Not more than two Honorary Members shall be admitted by the Board within one calendar year. Consideration of nominees for Honorary Membership shall be confidential and shall conform with procedures set forth in the Rules of the Board.

2.4.2 Rights and Privileges. An Honorary Member of SIAP.

a. May use the title "Honorary of the Society of Iranian Architects and Planners, which title shall not be changed or abbreviated in any way nor used with the symbol, seal, or insignia of the SIAP.

b. May attend any meeting of SIAP and, upon invitation of the presiding officer, may speak and take part in the discussions of all matters except those which concern membership, unprofessional conduct or finances but may not make motions or vote.

c. May not be an Officer or Director, may not serve on its committees except as an advisor, and may not act as representative or agent of SIAP.

2.4.3 Obligations. An Honorary Member of SIAP shall not be subject to any admission fee or dues, nor have any monetary liability to SIAP.

2.5 INDIVIDUAL MEMBERSHIPS

2.5.1 Good Standing. The rights and privileges of those holding an individual SIAP membership of any category shall be conditioned upon said member being in good standing in SIAP.

a. An individual Member of SIAP shall be in good standing provided said Members is not in default of any financial obligation to SIAP. For good and sufficient reasons the Board may waive financial obligation to SIAP, in whole or in part for the current calendar year.

2.5.2 Termination of Membership.

Individual membership in SIAP shall be terminated at the death of the member, by resignation, or by failure to maintain membership in good standing per decision of the special or annual meeting of the members.

2.5.3 Reinstatement of Membership.

A resigned or terminated member of SIAP may be reinstated subject to the approval of the Board.

2.6.1 Classes of Group Membership

                                               a. Section of SIAP
                                               b. Student Associations of SIAP
                                               c. Affiliated Organizations of SIAP

2.6.2 Sections of the SIAP

a. Formation. A section of SIAP may be established by SIAP members residing in a city or group of cities in the State of California and be approved by the Board.

a.1 It shall contain not less than ten (10) SIAP members.

b. Bylaws. Sections of SIAP shall be governed by the SIAP bylaws but may adopt their own supplemental Bylaws as approved by the Board.

c. Policy Statements of the Section: policy concerning community interest presented to a public or quasi-public official or agency shall be in concert with SIAP policies. If no such policy exists, prior approval of the SIAP Board must be obtained.

d. Membership. Members of all categories of a Section of SIAP shall retain membership in SIAP with all interests, rights, privileges, and obligations thereto unaltered.

e. Committees: SIAP sections may form their own committees as related to their local needs and activities within SIAP bylaws.

2.6.3 Student Association

a. Formation: A Student Association may be established by SIAP members residing in a city or group of cities in the State of California and be approved by the Board.

a.1 It shall contain not less than ten (10) Student Associates.

b. Bylaws: Student Association of SIAP shall be governed by the SIAP and Rules of the Board but may adopt their own supplemental Bylaws as approved by the Board.

c. Policy Statements of Student Association of SIAP shall be in concert with SIAP policies. If no such policy exists, prior approval of the SIAP Board must be obtained.

d. Membership. Members of Student Association of SIAP shall retain membership in SIAP with all interests, rights, privileges, and obligations thereto unaltered.

e. Committees: SIAP students associates may form their own committees as related to their local needs and activities within SIAP bylaws.

2.6.4 Affiliated Organizations

a. Affiliations. The Board, for the promotion of SIAP purposes, may affiliate any professional, civic, or construction organization which is not used or maintained for financial gain, price fixing, or political purposes. Affiliated organizations may not obligate the SIAP or its membership in any way whatsoever.

b. Authorization of such affiliation shall be approved by the Board by two-thirds vote for the entire membership of the Board.

c. Establishment of such affiliation shall be evidenced by a written agreement, duly executed by the Board and the Affiliated Organization shall be as set forth in the SIAP Rules of the Board.

d. Conditions. The general conditions of SIAP for affiliation of any organization shall be set forth in the SIAP Rules of the Board.

e. Interests, Rights and Privileges. Affiliated Organizations shall have no financial interests, rights or privileges in SIAP, nor SIAP in them other than those specially agreed to by the Board at the time of the affiliation.

3.01 Annual Dues

a. Any member terminated for non payment of dues and applying for reinstatement in the same year must pay back all indebtedness to SIAP in the year of termination before being readmitted.

b. Any member terminated for non-payment of dues and applying for reinstatement in any year following termination must pay a reinstatement fee, established by the SIAP Finance Committee, in addition to full payment of current SIAP dues.

c. The Board shall establish the annual Base Dues for all classes of individual membership for the following calendar year.

3.02 Base Dues

a. Members Base Dues shall be proposed by the Board and approved by the members in annual meeting.

                                                  b. Associate Members base dues shall be established by the Board annually.

                                                  c. Affiliate Members base dues shall be established by the Board annually.

3.1 PAYMENT OF DUES

3.1.1 Base Dues shall be paid annually, and shall be due and payable upon receipt of invoice.

3.1.2 Base Dues for the remainder of the first calendar year of Membership shall be prorated by the Board and shall become due and payable when application for membership is approved.

The Board for what it deems adequate cause, may waive a financial obligation to the SIAP of any member in whole or in part for the current year.

3.3.1 Condition of Default

a. Any member who has not paid annual Base Dues for any calendar year within sixty (60) days after billing shall be in default.

3.3.2 Notice of Default

a. At each established due date, all members shall be notified of their default, if any, and of the amount.

b. A member in default is not in good standing. By direction of the Board, the Secretary may publish in a publication of the SIAP a list of those members in default or otherwise not in good standing but shall not state amounts owing.

3.3.3 Termination for Default

a. SIAP Notification. When Members or Associate Members are in default as of the 31st of August in any calendar year, the SIAP Secretary may recommend to the Board that their membership be terminated provided they have been sent written notice at least thirty (30) days prior to such warning of impending termination.

There shall be an annual meeting of the SIAP in the month of January at which the new officers and directors shall be installed and the annual report shall be given.

4.1 ELECTION MEETING

SIAP election meeting shall be held in November at which the new vice-president/president elect and other directors for the ensuing year shall be elected in accordance with the provisions set forth herein.

4.2.1 Members of the Board may participate in a meeting through use of conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another.

4.2.2 Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors.

4.3 SPECIAL MEETING OF THE BOARD

4.3.1 Special meeting of the Board for any purpose(s) may be called at any time by the President, any Vice President, Secretary, or by any two directors.

4.3.2 Special meetings of the Board shall be held upon four days written notice or forty-eight (48) hours given personally or by telephone, telegraph, fax or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation by the director for purposes of notice or if such address is not shown on such records or is not readily ascertainable, at the place in which the meeting of the directors are regularly held.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

4.3.3 A majority of the members of the Board eligible to vote constitutes a quorum of the Board for the transaction of business. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board, unless a greater number be required by law or by the Articles. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action is approved by at least a majority of the required quorum for such meeting.

4.4.1 Special Meetings of the Membership.

a. A quorum for action on business carried on at Special Meetings shall be more than 50 percent of the Members present or represented by written proxy. Decisions made at such meetings shall be referred to the Board for implementation. Voting shall be by voice vote as determined by the presiding officer. If requested by one Member, a standing vote shall be ordered and taken or a roll call vote may be directed in either of which case, the proxy vote shall be counted. A majority vote shall govern except as noted in Article 5.9.2 of these bylaws.

b. Meeting to consider only the special matters stated in the notice of meeting may be called by the President of the Board, and shall be called if petitioned by 10 percent of the members or at least ten members.

4.4.2 Notice of Meeting

a. Notice of the purpose, day, place and hour of required meetings, of any meeting concerning changes in the status of Bylaws, property or Investment Fund; and of Special Meetings shall be mailed to the membership at least fourteen (14) days in advance of such meeting, if by first class, registered or certified mail and at least twenty (20) days if by any other class. In no event shall notice be given more than forty-five (45) days in advance.

b. The Secretary of the SIAP shall prepare and sign an affidavit that notice of the meeting has been properly given to all persons who must be notified.

c. Persons at the close of business on the business day preceding the day on which notice is given and who are entitled to vote at the meeting, are entitled to notice of the meeting, subject to the power of the Board to fix a different record date.

4.5.1 The quorums required to carry on business at SIAP meetings for the election of SIAP officers and directors, for action on proposed changes in the status of Bylaws, SIAP property or Investment Fund, shall be as set forth in these Bylaws.

4.5.2 SIAP business at any meeting, other than at those meetings described in this section may be conducted at the discretion of the presiding officer and any decision shall be reported to the Board.

4.5.3 The presiding officer at all SIAP meetings shall be the President, Vice-President-President Elect, Secretary, Treasurer or the President's designee, in that order.

The Secretary shall cause to be prepared a written report of any action at a meeting where a vote was taken and such report shall be made available to the membership. The report shall contain the name of the person making any motion on which action was taken as well as the name of the seconder of that motion.

5.0.1 The Board shall consist of officers and other Directors.

5.0.2 Associate students shall have one representative on the board if their respective committee members constitute minimum of ten students membership categories, Associate Directors together may not constitute more than two seats, or one-third of the number of Directors, whichever number is greater, on the SIAP Board. Election of the Associate Members(s) of the Board and their voting rights are outlined under 2.2 of these bylaws.

5.0.3 If any SIAP Officer or Director fails to attend three (3) Board Meetings without an excuse deemed valid by the Board, then said member shall be removed by vote of the Board and the President, with Board approval, shall appoint a successor to complete the unexpired term of office, with priority given to the candidate for that office who had received the next highest number of votes.

There shall be four officers who shall be members in good standing

                                      a. President
                                      b. Vice President/President Elect
                                      c. Secretary
                                      d. Treasurer

5.2 DIRECTORS

5.2.1 The number of Directors shall be five when the total SIAP members are up to fifty, and seven when over fifty.

5.2.2 Each committee shall present only one nominee for the Board of Directors. Nominees from non-committee members shall be nominated by at least five non-committee members.

5.2.3 Directors shall be elected from committee nominees. There shall be a minimum of three Directors from committee nominees and maximum of two Directors from non-committee nominees when the Board consists of five member. When the Board consists of seven members, these numbers shall be four and three respectively.

5.2.4 There shall be two alternative Directors to be elected according to their ranking per number of votes. At least one of the alternative Directors has to be from committee nominees.

The Executive Committee, whose responsibilities and authority shall be determined by the Board, shall be composed of the President, the Vice President, the Secretary, the Treasurer, and one other Director. With exception of the vice-president/president elect who shall be elected by SIAP members, all other executive committee members shall be chosen by the Board members by secret ballot. A tie vote in this secret ballot shall be broken by the President.

5.4.1 The President's term is for one year. The President may serve only one term.

5.4.2 The Vice President shall serve for one year ascending automatically to the Office of the President.

5.4.2.1 The Secretary, whose term shall be one year, shall serve only one full term; however, after filling out an unexpired term the Secretary may serve a full term.

5.4.2.2 The Treasurer, whose term shall be for two years, shall serve only one full term; however, after filling out an unexpired term, the Treasurer may serve a full term.

5.4.2.3 The Treasurer may not run for higher office without completing his/her current term of office.

                                                                      5.4.3 Directors

5.4.3.1 The terms of Directors shall be one year.

5.4.3.2 No directors shall be elected for three consecutive terms as board members.

In case of vacancy of office by death, disability, or other cause of any SIAP Office or Director, such vacancy shall be filled as follows:

                                                                      5.5.1 Office of President

5.5.1.1 The succession to the presidency shall be Vice President, Secretary, and Treasurer, in that order.

5.5.1.2 The President shall first be succeeded by the Vice President whose office shall then remain vacant until the end of the year. After completing the unexpired term, the President Elect shall continue as President for the year for which he or she was duly elected.

5.5.2 Office of Vice President

5.5.2.1 If the vacancy occurs after the annual election, a Special Election of the membership shall be held within forty-five (45) days to elect a new Vice President who shall serve in that office until the next regular election.

                                                                      5.5.3 Other Vacancies

5.5.3.1 Vacancies in the offices of Secretary, Treasurer and Director shall be filled within one month by interim appointment for the remainder of the term by affirmative vote of all remaining members of the Board. If a vacancy occurs in the first year of a two-year term and there is sufficient time to permit SIAP to elect a successor to complete the term, the vacancy shall be filled in this manner; otherwise, the interim appointment shall prevail for the balance of the vacated term.

5.5.3.2 Vacancies in the office(s)) of Student Associate Member(s) of the Board shall be filled by election in their respective membership group.

5.5.3.3 Any officer or Director may be recalled by the membership upon petition of twenty-five percent (25%) plus one (1) of the members casting ballots at the election of said Officer or Director. Upon receipt by the Board of said recall petition, a recall election shall be held within 45 days and shall be conducted according to the Rules of the Board then in force.

5.6.1 During September of each calendar year, the Secretary of SIAP shall receive nominations for available SIAP vice president/president elect and director positions from the SIAP committees. These nominations, along with nominees for inspector position shall be compiled into a list and shall be mailed along with ballots to all Members at least 21 days prior to election day.

5.7 ELECTION OF VICE-PRESIDENT/PRESIDENT ELECT, DIRECTORS, AND INSPECTORS

5.7.1 Election for these positions shall take place at the November meeting by secret ballot. If there is only one nominee for any position, the President shall declare the nominee elected by acclamation.

5.7.2 A quorum for the election shall consist of not less than 50% of the Members in good standing present in person or represented by written proxy. A majority vote shall govern.

5.7.3 Tie vote for President Elect/Vice President. Should two or more candidates for the Office of the President or Vice President receive the same number of votes, another secret ballot shall be taken listing only the names of those candidates. This ballot shall be sent to the Members by first class, registered or certified mail not less than fourteen (14) days before the December meeting, which shall be called specifically for this purpose. The same voting and quorum provisions as stated above shall prevail. Should the tie vote not be broken by this procedure, a secret ballot shall be taken among the current members of the Board. A majority vote shall govern excluding the President's vote, required for a quorum. If a tie still persists, the current President shall break the tie.

5.7.4 Tie vote for other positions. Should two or more candidates receive the same number of votes, the tie vote(s) shall be broken by a secret ballot taken from among the current members of the Board as described above.

5.7.5 Associate Member(s) of the Board shall be elected in November by their respective membership group.

                                                                      5.8.1 The President

5.8.1.1 The President, as administrative head of SIAP, shall exercise general supervision of its affairs; preside at its meetings and the meetings of the Board, sign all contracts and agreements of SIAP other than those specifically exempted therein, and perform such other duties of office as may be required by the Bylaws or by direction of the Board.

5.8.1.2 The President may not obligate or commit SIAP to any specific course of action unless the obligation or commitment has been specifically authorized by the Board.

                                                                     5.8.2 The Vice President

In the absence or disability of the President, the Vice President shall act in the President's place, and shall otherwise perform such duties as may be assigned by the Board.

                                                                      5.8.3 The Secretary

5.8.3.1 The Secretary, as an administrative officer, shall be recording and corresponding secretary of meetings of SIAP and of the Board, except as noted in 5.8.3.2. The Secretary shall safeguard and keep in good order all property of SIAP, except that assigned to the Treasurer. The Secretary shall issue all notices, keep membership rolls, supervise the SIAP office and employees, sign all instruments and matters which require SIAP approval except as otherwise provided in these Bylaws, keep the SIAP seal and affix it on such instruments as required, prepare the reports of the Board and SIAP in collaboration with the President and perform all other normal or assigned duties of the office.

5.8.3.2 Delegation. The Secretary, with the approval of the Board, may delegate to a SIAP employee the actual performance of any or all of the Secretary's duties as recording or corresponding Secretary, but not the responsibility for SIAP property, the affixing of its seal, or attestation, certification, or signing of documents requiring the Secretary's signature.

                                                                      5.8.4 The Treasurer

5.8.4.1 The Treasurer, as an administrative officer, shall have charge of and supervise financial affairs, records and books, except as noted in 5.8.4.3. The Treasurer shall prepare the budget, collect funds payable to SIAP, have custody of funds, and make all disbursements, having the custody of securities, instruments and papers involving finances and shall make appropriate reports to the SIAP concerning them. The Treasurer shall perform all the other normal or assigned duties of that office.

5.8.4.2 Signature. The Treasurer shall sign all SIAP checks or other financial instruments that require the Treasurer's signature except those specifically exempted by these bylaws.

5.8.4.3 Delegation. The Treasurer, with the approval of the Board may name SIAP employee the Assistant Treasurer to whom the actual performance of any or all the Treasurer's routine duties may be delegated but not the responsibility for the custody of securities, instruments or papers involving finances or the signing of instruments requiring the Treasurer's signature.

5.8.4.4 Liability. The Treasurer shall not be personally liable for loss of money or funds of SIAP, or for any decreases in its capital, surplus, income, reserve fund or account resulting from any of the acts performed in good faith.

5.9.1 The Board shall meet once every calendar month, except that no more than two such meetings may be waived by its vote. The Board shall by Rule fix the time and place of the monthly meeting. If called by the President or by a majority vote of all its members, the Board shall hold a special meeting, after giving four (4) days' notice by first class mail or forty eight (48) hour's notice by telephone, telegraph or delivery.

5.9.2 The Board shall coordinate SIAP committees activities and report to all committees as required.

5.9.3 The Board cannot change, amend, or modify any portion of the SIAP bylaws without prior approval of two-third of quorum of SIAP members through member's special meeting.

5.10 DELEGATION OF AUTHORITY

Neither Board nor any SIAP Officer or Director shall delegate any authority, rights, or powers conferred by statute of these bylaws unless such delegation is specifically prescribed or permitted herein.

5.11.1 Quorum. A majority of members of the Board eligible to vote on any matter shall constitute a quorum for any meeting of the Board. Directors may vote on any matters coming before the Board.

5.11.2 Minutes. The Board shall maintain a written record of its proceedings.

5.11.3 Voting. Any action of the Board shall be by majority vote of those present unless these Bylaws require otherwise. The vote of a Member of the Board shall be entered in the minutes at said member's request and whenever a roll call vote is taken.

5.11.4 Associate Members of the Board may vote on all matters coming before the Board except those excluded under Article 2.2 of these Bylaws. Associate Members of the Board shall not attend any executive session of the Board.

5.11.5 SIAP members of all categories may attend any regular meeting of the Board and may participate in its deliberations with approval from the Chair, but may not vote.

5.12 SIAP RULES OF THE BOARD

5.12.1 Purpose. The Board shall adopt and keep current and available a book called "SIAP Rules of the Board." This document shall contain rules and regulations which supplement these Bylaws and which appear necessary or desirable to govern the affairs and business of SIAP.

5.12.2 Revision. The Rules of the Board shall be revised, i.e., by addition, deletion or amendment, by a two-thirds vote of the Board. A Rule of the Board shall not be changed more than once during a calendar year. The Rules of the Board shall remain in full force from year to year until rescinded by the Board.

5.12.3 Updating. The Secretary shall keep current the Rules of the Board and shall make any changes necessary therein, according to directives from the Board, to eliminate any inconsistencies.

5.13 ANNUAL REPORT

5.13.1 The President shall render an annual report on the condition, interests, activities and accomplishments of SIAP during the year making recommendations with respect thereto. This report shall include reference to all changes in the Bylaws or SIAP Rules of the Board during the year.

5.13.2 The annual report shall also include the following financial information in appropriate detail, and each Member shall be notified each year of said Member's right to receive a copy of this information.

5.13.2.1 The SIAP's asset and liabilities, including trust funds, as of the end of the fiscal year.

5.13.2.2 The principle changes in assets and liabilities, including any trust funds during the fiscal year.

5.13.2.3 The SIAP's revenues or receipts for the fiscal year, whether restricted or unrestricted as to their purposes.

5.13.2.4 The expenses or disbursements of SIAP to both general and restricted purposes during the fiscal year.

5.14.1 Definition of Policies. The Board may issue general statements that concern SIAP members professional activities and its relationship with entities outside the SIAP. They are to be effective until rescinded, "sunsetted," or changed.

5.14.2 Positions. The Board or its authorized representatives may make statements concerned with specific matters. These may be pertinent for only a short time. Positions shall not contravene Board Policies.

5.15 INDEMNIFICATION

5.15.1 To the full extent permitted by law, SIAP shall indemnify directors, officers, employees, and commission and committee members against reasonable expenses incurred when such person is or was a party or threatened to be made a party to any action, suit or proceeding by reason that he or she is or was a director, officer, employee, or commission or committee member of SIAP.

5.15.2 Indemnification under this section shall be available with respect to any action, suit or proceeding, whether civil, criminal, administrative, or investigative.

The Board of SIAP may authorize committees to function in any field or activity within the powers and purposes. Each committee shall be of the size and composition, have the powers and duties, and perform the services prescribed by the Board, but none of them shall be delegated the authority of the Board itself.

6.1 BASIC COMMITTEES

6.1.1 Each Basic Committee shall be formed by minimum of 5 SIAP members in good standing according to the needs and goals of the SIAP.

6.1.2 SIAP Rules of the Basic Committees

a. Purpose. The Basic Committees shall adopt and keep current and available a book called "SIAP Rules of the Basic Committees." This document shall contain rules and regulations which appear necessary or desirable to govern the affairs and business of each committee and shall be approved by the Board.

b. Revision. The Rules of the Basic Committees shall be revised, i.e., by addition, deletion or amendment, by a two-thirds vote of the committee members and approved by the Board. A Rule of the Basic Committees shall not be changed more than once during a calendar year. The Rules of the Basic Committees shall remain in full force until rescinded by the Board.

c. Updating. The Chair of each Basic Committee shall keep current the Rules of the Committee and shall make any changes necessary therein, according to directives from the Board, to eliminate any inconsistencies.

6.2 SPECIAL/TASK FORCE COMMITTEES

These committees shall be formed based on the specific need for a designated period of time and shall be dissolved upon completion of their assignment as determined by the Board. These committees shall be chaired by an assigned SIAP member as designated by the Board.

The work of all committees shall be coordinated by a board member. Every committee may call and holding meetings and meet with other organizations or their representatives but no committee or any chairperson or member thereof shall obligate SIAP financially or otherwise without prior approval of the Board.

ARTICLE 7 INSPECTORS

7.0 SIAP shall have three inspectors who must be the principal members of SIAP in good standing.

7.1 Nomination of each inspector shall be supported by at least three SIAP members in good standing. Board members cannot serve as inspectors during their terms with the Board.

7.2 Election of the inspectors shall be the same procedure as set forth in Article 5.7 of these bylaws.

7.3 Inspectors shall have full authority as to inspect, investigate and monitor all activities as related to SIAP affairs with respect to SIAP Bylaws.

7.4 Inspectors shall conduct their business as a team and report to the president of SIAP or other SIAP bodies on as needed basis.

The administrative affairs of SIAP shall be governed by the Executive Committee.

The principal administrative office of SIAP shall be within the State of California.

8.2.1 The general administration of the SIAP affairs shall be under the direction of the Executive Committee who shall report to the Board.

8.2.2 The Executive Committee may employ other administrative personnel, and technical personnel as it may deem necessary. Such personnel shall report, administratively, to the Executive Committee.

8.2.3 Employed personnel shall have their duties and tenure, salaries, and compensation fixed, and reimbursement for expenses incidental to their responsibilities approved by the Executive Committee. No contract shall be made for tenure in excess of three years.

8.3 PROPERTY

8.3.1 All title to and interest in the assets and real and personal property of SIAP are vested and shall remain in SIAP until it is dissolved and its affairs terminated. In such event, its property shall be deemed to such corporations or organizations as may then be deemed by the Board best able to carry on the work of the SIAP and the objects and purposes of this corporations as described in paragraph "Second" of the Article of Incorporation and in accordance with the provisions of paragraph "Seventh" of said Articles. In no event shall any distribution be made to any member of the Board or to Members, affiliates, or employees of the SIAP.

8.3.2 In furtherance of carrying on its affairs and exercising its powers, the SIAP may take and acquire real property for its own use and shall execute any chattel mortgage.

8.3.3 Only the Board shall have any right or authority to solicit, receive, take or accept any gift, bequest, or device for or on behalf of SIAP, and it shall not accept any gifts, bequest, or device if it will not promote the objects and purposes of SIAP or if it and its administration will place an undue financial or other burden on the SIAP.

8.3.4 No assets or property of SIAP valued in excess of one-fifth of the approved annual budget shall be acquired, leased, sold, mortgaged or hypothecated; except in the event of SIAP dissolution or for the purpose of exchange for asset or property of like value, without a prior affirmative vote of SIAP.

8.3.4.1 A quorum for such action shall consist of not less than fifty percent of the Members in good standing present in person or represented by written proxy at the meeting where this business is to be conducted. A majority vote shall govern.

8.3.5 No property shall be acquired or disposed of by purchase sale, or lease, involving amounts in excess of one-fifth of the approved annual budget without a resolution of the SIAP at one meeting to take such action at a stated subsequent meeting and at that meeting, an affirmative vote of the SIAP. A quorum for such action is defined immediately above.

8.3.6 Approval for acquisition and/or disposal of any SIAP asset or property valued or less than one-fifth of the approved annual budget shall be by vote of two-thirds of the Board.

8.3.7 The privilege to use the seal, insignia, name and other intangible property of SIAP in any manner is a revocable right granted only by the Board.

SIAP fiscal year shall be the calendar year.

8.5.1 In November of each year the Board shall adopt an annual balanced budget for the following year showing the anticipated income and expenditures for that year and authorizing the necessary appropriations.

8.5.2 The Board may adjust expenditures and appropriations within the aggregate total fixed in the budget, or as may become necessary to maintain a balanced budget.

Every contract in excess of an amount as defined in the Rules of the Board shall be evidenced by a duly executed written agreement upon authority as stipulated in the Rules of the Board.

8.7 AUDITS

At the close of each SIAP Treasurer's term of office, the SIAP books shall be audited by SIAP inspectors. In intervening years, the SIAP books shall be reviewed by SIAP inspectors. A copy of each audit and/or review shall be reviewed by the Finance Committee and provided to each Board Member.

8.8 GENERAL FUND DISBURSEMENTS

8.8.1 All money received as SIAP dues or contributions shall be deposited by the Treasurer to the General Fund in a commercial account in one or more banks designated by the Board.

8.8.2 Every disbursement of money from the General Fund shall be made by check of SIAP signed by any two of the following: President, Vice President, Treasurer, or Secretary, however, whenever possible, one of the signatures shall always be that of the Treasurer. All bills shall be paid by such check except that small office bills may be paid in cash from a petty cash fund not to exceed fifty dollars controlled by Treasurer. Such cash payments shall be duly recorded in accordance with accepted procedures and shall be available to review upon request.

8.9 MEMBER'S INTEREST

8.9.1 An unencumbered balance of income at the close of a fiscal year shall not be distributed as profits, dividends or otherwise.

8.9.2 If a membership of any class is terminated for any reason, or this Corporation is dissolved, then in either event no Member nor any of said Member's heirs or assigns shall have title to interest in, or right to use any property of SIAP, or any right or privilege granted by its or its officers by reason of such membership.

8.10.1 SIAP books shall be kept so that the General Fund account(s), if applicable, are separately kept accounts.

8.10.2 All deposits with withdrawals shall be entered in the SIAP books and at least quarterly the Treasurer shall balance all accounts and reconcile them with the statement from the bank(s).

8.10.3 Membership Ledger. SIAP books shall include a membership ledger listing all individuals in the several classes of membership and showing the status of their accounts of SIAP dues and the amount and allocation of payments made by them. Such ledger findings shall be recorded monthly to show the number of each class of membership in good standing, in default, under recommended suspension by membership committee or termination by the Board.

8.10.4 Audit. As early as possible each year after completion of the annual audit or review for the prior year, the membership shall be informed of its basic items and total sums together with the corresponding information in the current budget.

Neither the SIAP, any or its Affiliated Organizations, or its Sections, the Board, Officers, Directors, Committee members or employees in their capacities shall approve, sponsor, endorse, recommend, warrant or vouch for either directly or indirectly, any business enterprise operated for profit or any material, facility, product or device made, sold, or used in or for the construction or erection of buildings, or any method or manner of building, using distributing or dealing in such.

9.1.1 The SIAP may prepare, edit, print, sell or otherwise distribute any document, book, data, information or other literature promoting its object.

9.1.2 SIAP notices required to be issued by law or by these Bylaws which are printed in an official bulletin or communication and mailed to the members of all classes shall be considered as properly given and served.

Except to confidential files and records pertaining to individual SIAP Members and consideration for nominees for honorary membership as provided herein or as determined by the Board, all SIAP records and correspondence shall be open to inspection by any SIAP Principal Member or Associate Member at the SIAP office during regular business hours. SIAP members' address and telephone number list shall not be considered as confidential information.

ARTICLE 10 AMENDMENTS

10.0 INITIATION

Amendments to these Bylaws may be initiated by recommendation of the Board or by written petition of not less than ten percent of the Principal Members in good standing.

10.1 SUBSTANTIVE AMENDMENT BY THE MEMBERSHIP

10.1.1 After due notice in accordance with provisions stated in Article 4, herein, these Bylaws may be amended at any regular meeting of the SIAP. A quorum at that meeting to take such action shall consist of more than 50% of the Members in good standing present or represented by written proxy. A two-thirds majority vote shall govern.

10.1.2 The Board may direct the Secretary to rearrange, retitle, or renumber the various Articles and Sections of these Bylaws as may appear necessary because of such amendment, ease of reference or for clarification.