By LawsArticle 1. Name
The name of the organization is the Detroit Regional Chapter (DRC) of the U.S. Green Building Council, a nonprofit 501(c) (3) corporation incorporated in the state of Michigan, April 7, 2004.
Article 2. Property
No part of the Chapter’s property shall inure to the benefit of any Officer, Director, or member of the Chapter.
Article 3. Organizational Structure
The DRC organizational structure shall be based on the methodologies and principles of Dynamic Governance. This structure shall be based on the core structure of a board of directors (strategic), a general circle (steering), and committee circles (action). The Chapter’s operational manual will further define the key components, roles and responsibilities within the dynamic governance model.
Article 4. Membership
Any individual that supports the goals and objectives of the US Green Building Council may be a member of this Chapter.
Membership Categories.
4.1.1 Chapter Members: Chapter Members are individuals from USGBC member companies who have paid local dues.
4.1.2 Associate Members: Associate Members are individuals who have paid local dues but are not employed by USGBC member companies.
4.1.3 Emerging Green Builders: Post-Secondary students and young professionals who have paid local dues.
Membership Rights.
4.2.1 Each Chapter Member and Associate Member shall have one vote for local Chapter issues.
4.2.2 Emerging Green Builders are special membership categories that have limited membership status and do not have voting rights, may not serve on the Chapter Board or act as Committee Chairs, except that an Emerging Green Builder may act as the Chair of the Emerging Green Builder’s Committee Circle.
4.2.3 Each USGBC member may be eligible for membership in more than one Chapter. Such members shall join the additional Chapter(s) upon the payment of dues to that Chapter. Chapter members shall be eligible to vote or hold elective office in the additional Chapter(s).
4.2.4 For instances where a membership change of status occurs during any given year, the individual Chapter Member, Board or Officer representative of the Chapter shall maintain Chapter member status through the end of the year. Situations may include member company losing USGBC National membership or individuals may change employment to a non-member company. Membership status would be rectified for the following year.
Membership Dues.
4.3.1 Annual dues. Dues will be determined by the Board of Directors and be set and paid in accordance with National USGBC guidelines and Chapter policy. Such dues will be in addition to those dues paid to the National USGBC. The local Chapter, at its own discretion, may implement a special membership sponsor program that will allow multiple memberships for individual representatives of the same organization.
4.3.2 Refunds. No dues will be refunded.
4.3.3 Suspension. Chapter membership will be suspended if dues go unpaid for a period of 120 days from the due date.
4.3.4 Special Assessments. Special assessments, as reasonable and necessary to meet Chapter expenses, may be implemented by the Board, but subject to an approval vote of the membership.
Article 5. Sponsorships
5.1 Chapter Sponsors: Chapter Sponsors are organizations who support the goals and objectives of the USGBC and have contributed financially to the local Chapter for special marketing, promotion or other benefit.
5.2 Event Sponsors: Event Sponsors may be non-USGBC members who wish to support a Chapter event financially in exchange for marketing and promotion for and at the event.
Article 6. Board of Directors
6.1 Definitions.
6.1.1 Directors. The governing body of the Chapter is the Board of Directors, which has the authority and is responsible for the supervision, control, and direction of the Chapter.
6.1.2 Advisory Director. Individuals that are committed to the goals and objectives of the US Green Building Council and are identified by the Board of Directors to sit in as an outside advisory member of the board. The advisory director is a non-voting member.
6.1.3 Composition of the Board. The Board of Directors consists of eleven persons elected by and from the membership from among the various categories of Council membership. The Immediate Past Chairman may serve as an Ex officio member of the Board, but Board membership is limited to 11 members maximum plus one Advisory Director.
6.1.4 Support Staff. A paid or salaried support staff may be authorized by the Board. The support staff would be responsible for the day-to-day management and support of the Chapter.
6.1.5 Representation. Board members shall be representative of the following sixteen USGBC membership categories:
Building Product Manufacturers/ Suppliers
Building Controls Manufacturers/Building Operations, Maintenance
Building Owners, Facility Managers and Developers
Real Estate Brokers and Property Management Firms
Construction Managers, Contractors and Builders
Professional Societies
Local, State and Federal Agencies
Environmental Firms
Nonprofit Organizations
Professional Architectural (AE) Firms, Urban Planners, Interior and Landscape Consultants
Professional Engineering (EA or other) Firms, MEP and Civil Consultants
Financial Institutions (Lenders, Insurers, Others)
Utilities, ESCOs and Energy Service Providers
Insurance Companies, Brokers and Agents
Universities and Research Institutes
Professional Services Firms ie. Attorneys
No more than two Board members shall be elected from any single membership category. No more than one member shall be selected per firm or organization or subsidiaries.
6.1.6 Eligibility. All variables for considering eligibility for candidates for Board member positions shall be determined at the time of nomination and election. Any changes of status for a Board member for any reason, such as loss of employment or change of employer, shall remain in good standing as a Board member throughout the current term until the next election. The entire slate of carry over Board members shall be reviewed prior to the approved continuation of a second year of eligibility
6.2 Term Limits.
6.2.1 Board seats will be rotated among member categories each term, with no more than two seats held in any one term by any one member category. Directors may serve up to three terms with a one year hiatus prior to re-election. In cases where the Officers of the Chapter are deemed to be Chapter Board members, and the Chapter intends for the individuals who fill the role of Chapter Chair to pass through the position of Vice-Chair, this rule may be exempted.
6.2.2 In the case of two members being elected from one category, the member receiving the most votes shall get a two-year term and the member receiving the second highest number of votes shall get a one-year term, in order to begin staggered terms for that category, unless the member with the highest number of votes demurs to a one-year term.
6.3 Elections.
6.3.1 Elections. Annual Chapter Board elections will be held each year in December, in a manner deemed appropriate by the Board. During the month of November, the Nominating Committee shall submit to the Board the slate of candidates with all information as required by the Council. The Council will inform the local membership of the candidates for Board membership, The election process shall be completed by the end of December.
6.4 Duties & Policy and Procedures. The Board of Directors may establish policies, procedures, or such other rules that are consistent with these By-Laws, and secondarily, with the By-Laws and the policies of the National US Green Building Council.
6.4.1 Attendance. Failure to attend two Board meetings w/o prior announcement having acceptable reason may result in removal from the Board. All conditions where a second unexcused failure of attendance per year is cited shall be brought up for Board consideration.
6.4.2 Board Meetings. The Board of Directors meets at least 4 times annually at whatever time and place it selects. A reasonable advanced notice is required for each meeting of the Board of Directors Attendance at meetings via conference call is acceptable, but not preferred. Meetings are to be conducted using Robert’s Rules of Order, Newly Revised, and principals of dynamic governance.
6.4.3 Compensation. Directors do not receive compensation for their board service but may be reimbursed for expenses that have been approved by the board.
6.4.4 General Circle. The Board of Directors shall appoint, authorize and support the General Circle to support the goals and objectives of the local Chapter in accordance with Article 8.
6.4.5 Committee Circles. The Board of Directors shall appoint, authorize and support Committee Circles to support the goals and objectives of the local Chapter in accordance with Article 8.
6.4.6 Resignation and Vacancies. If a Board member resigns or if a vacancy occurs for any reason, the Chair shall nominate a replacement for the unexpired portion of the term. The Board shall vote on the replacement nominee to fill the vacant position.
6.4.7 Roles of the Chapter Board. Roles of the Board of Directors shall include the following general functions:
Develops Chapter goals and mission
Sets local Chapter policy
Allocates resources; approves and manages the budget
Identifies and recruits Board members and Chapter leaders
Hires, evaluates and supports local staff, as appropriate
Assures appropriate state and federal forms are filed annually
Maintains adequate structure and governance to carry out the Chapter goals
Promotes membership in the USGBC
Annually evaluates Chapter progress
Maintains ethical integrity and accountability
Serves as liaison to the Committees
Raise funds for the financial sustainability of the Chapter
Article 7. Officers
7.1 Definitions.
7.1.1 Officers. The Officers of the Chapter shall be a Chair, Vice-Chair, Secretary, Treasurer, and Ex-Officio (recommended Past Chair).
7.1.1.1 Qualifications. Officers may be Chapter Members or Associate Members of the Detroit Regional Chapter who have also been elected to the Board of Directors (with the exception of the Ex-Officio). No person may hold more than one office at the same time. Officers may serve two consecutive years in the same Officer position, and are not limited in a changed Officer position, and may serve a maximum of two additional consecutive years in another Officer position.
7.2 Elections.
7.2.1 Elections. The Board of Directors shall elect the candidates of Officers for the coming fiscal year.
7.3 Duties & Policy and Procedures.
7.3.1 Duties. Officers shall perform those duties usual and customary to their positions and the general recommended responsibilities are as outlined, but not limited to that, as outlined below:
7.3.1.1 Chair. Represents Chapter and is spokesperson at meetings and special functions. Performs day- to-day Chapter organization, conducts Board meetings, short and long-term planning for Chapter business, and fostering the membership and growth of the Chapter. Ensures that the Chapter submits all required USGBC related documents as well as any legally required documents.
7.3.1.2 Vice-Chair. Supports Chair on day- to-day functions as needed, focuses on growth of the Chapter membership. Fills in as Chapter Chair when the Chair is absent.
7.3.1.3 Secretary. Records Meeting Minutes and provides coordination and record keeping of all official documents related to the Chapter (document control, i.e. By-Laws, documenting votes, etc.). Responsible for documenting the Annual Chapter Activity Report in accordance with USGBC guidelines.
7.3.1.4 Treasurer. Chief Financial Officer of the Chapter. Coordinate finances, records and documents overall financial status of Chapter, allocation of funds to the Board and Committees as needed on an annual basis. Responsible for annual audit and initiating and documenting annual Income Tax records.
7.3.1.5 Ex-Officio. 'Big picture' for Chapter, assists in the transition to new Board and Officers. Participates in special functions such as speaking events, speaker's bureau advocate/organizer, and Chapter connection to National. Ex-Officio is the recommended Chairperson for the Nominating Committee.
7.3.2 Vacancies. If a vacancy occurs among the Officers, for any reason, the Board fills the position for the unexpired term via a vote of the Board. Vice Chair to assume the role of Chair in the event of death, resignation or removal of the Chair.
7.3.3 Removal. An Officer may be removed for cause by two-thirds vote of the Board of Directors. Removal of a Director, per best interest of the Chapter, to be by 2/3 vote of voting members present.
7.3.4 Compensation. Officers shall not receive compensation for their board services but may be reimbursed for expenses with Board Approval.
Article 8. Circles / Committees
8.1 Committee Circles.
8.1.1 Committee Circles. Committee Circles are recognized as part of the organizational structure of the Chapter. These Committee Circles are made up of chapter members and associate members that drive the specific initiatives of the chapter at the root level. Committee Circles shall be further outlined in the Chapter’s operational manual and playbooks.
8.1.1.1 Representation. The committees shall be made up of a diverse cross section of membership categories of the Chapter. The Co-chairs of each committee shall be comprised of members in a number necessary to lead the committee efforts. Board members are discouraged from being committee chairs, and it is recommended that they act as advisory liaisons as well as participate as general committee members.
8.1.2 Duties & Policy and Procedures.
8.1.2.1 Duties. The committees shall perform the work necessary to accomplish the goals of the Chapter as planned in the annual report, short & long term goals, and as recommended by the Board of Directors.
8.1.2.2 Initiatives. Each committee shall be responsible for the manner in which they conduct their respective committee initiatives including:
Maintain list of committee members & co-chairs.
Define the committee purpose statement.
Document annual goals, budgets, and information on current initiatives that support the Chapter.
Define measurables for gauging success throughout the year.
Provide timely public notice of meetings through posting of agendas in advance of the meeting.
Provide timely meeting minutes of all committee meetings.
8.1.2.3 Replacement. Failure to adhere to these responsibilities may lead to replacement of committee membership.
8.2 General Circle.
8.2.1 General Circle. A General Circle is recognized as part of the organizational structure of the Chapter. This Circle operates as the steering entity of the chapter to make and evaluate operating policy and to balance the needs of the committee circles. It is made up of board of director members and committee circle members. The General Circle shall be further outlined in the Chapter’s operational manual and playbooks.
8.2.1.1 Representation. The General Circle shall be made up of two representatives of each committee circle, and the Chair of the Board of Directors. The process of which representatives are selected will be outlined in the Chapter’s operational manual.
8.2.2 Duties & Policy and Procedures.
8.2.2.1 Duties. The general circle shall perform the work necessary to accomplish the goals of the Chapter as planned in the annual report, short & long term goals, and as recommended by the Board of Directors.
8.1.2.2 Initiatives. Each General Circle representative shall be responsible for steering the chapter and to make and evaluate operating policy and to balance the needs of the committee circles.
Maintain list of General Circle members.
Define the General Circle purpose statement.
Document Chapter level annual goals, budgets, and information on current initiatives that support the Chapter.
Define measurables for gauging Chapter success throughout the year, exclusive of committee circle measurables.
Provide timely public notice of meetings through posting of agendas in advance of the meeting.
Provide timely meeting minutes of all general circle meetings.
8.2.2.3 Replacement. Failure to adhere to these responsibilities may lead to replacement of General Circle representatives.
8.3 Special Task Committee.
8.3.1 Special Task Committee. The Special Task Committee shall coordinate special management tasks and activities of the Chapter as authorized by the Board. Objectives to include optimal performance of the Chapter through special programs, initiatives or by coordinating difficult cross committee issues.
Article 9. Meetings
9.1 Annual Membership Meeting. The Chapter shall hold an annual membership meeting in the place and on the date decided by the Board of Directors.
9.2 Special meetings. Special meetings may be called by the Board of Directors at any time.
9.3 Notice. The Board of Directors must give members a two weeks notice for all annual and special meetings. The notice must include a description of the business to be discussed.
Article 10. Voting
10.1 Membership Voting. The presence of 10% of the membership or 50 members, whichever is less, constitutes a quorum. A simple majority is required on all votes, except for changes in the By-Laws. Amendments to the By-Laws shall be adopted upon a two-thirds vote of the membership present and voting. Proxy voting is permitted when executed by the member or his/her duly authorized representative. A proxy is valid for only one meeting. The number of proxies that a member may represent shall be limited to one. Voting by mail or by electronic means is permitted in appropriate circumstances determined by the Board of Directors. A decision shall be made by a majority of those responding.
10.2 Board Voting. A simple majority is required on all votes when a quorum is present. Votes via conference call are acceptable if Board member is present during motion and discussion.
Article 11. Nominations and Elections
11.1 Candidates. The Nominating Committee shall prepare a slate of candidates for election to the Board at least two weeks prior to the last meeting of the Chapter Board in the month of December. At least one candidate shall be nominated for each Board seat. All candidates must consent to serve prior to the elections. The Nominating Committee shall present the next year’s slate of Board of Directors to the current Chapter Board.
11.2 Officers. The Nominating Committee shall also coordinate the slate of Officers for election immediately after the Board election. Additional nominations may be made from the floor prior to the Officers election, up to the last Board meeting prior to the election.
11.3 Election of Officers. Election of Officers shall be by a vote of the newly elected Board in the month of January. Exception is the Ex-Offico position which may or may not be a Board member (such as outgoing President or Chair). In the event that two or more candidates run for a given Officer position, the Board member with the most votes will win that Officer position. In the event of a tie, the winner will be chosen by a run off vote or second run off if necessary, by a secret ballot. In the event that an Officer position is open, the Board will assign that function to a member of the Board as soon as possible following the Officer’s election.
11.4 Member Vote. Each eligible member may cast one vote. A majority of votes cast shall elect. It is preferred, but not necessarily a rule, that the Officer positions be filled via experience in lower Officer positions before moving into the top Officer positions of Chair and Vice-Chair.
11.5 Officer Term. Election of Officers shall be for a period of one year and term of office shall align with the Chapter fiscal year.
Article 12. Fiscal Year
12.1 Fiscal Year. The fiscal year of the Detroit Chapter shall run from January 1st to December 31st of each year.
12.2 Audit. An audit shall be performed by an independent Certified Public Accountant on the financial books of the Chapter annually for accurate record keeping and to submit any required state and federal requirements including income tax related reporting documents.
12.3 Annual Chapter Activity Report. An Annual Chapter Activity Report shall be submitted annually to the National USGBC. The Report shall consist of strategic plan, budget, and calendar of events in accordance with the USGBC Guidelines. The Annual Report shall also consider, but not be limited to the following: Chapter tax exempt status, insurance, anti-trust issues and any potential Chapter liabilities.
Article 13. Indemnification
The Chapter shall indemnify any person who may be designated from time to time to perform official duties on behalf of the Chapter. Such persons shall be indemnified by the Chapter against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been an Officer, employee, or person acting on behalf of the Chapter, except in such cases wherein the Officer, employee or person is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which the indemnified may be entitled. The Board shall obtain general liability insurance for directors and officers on an annual basis.
Article 14. Dissolution
The Chapter status may be revoked by failure to meet the Chapter standards established by the USGBC, or upon the request of the Chapter Board of Directors with the approval of the Board of Directors of the U. S. Green Building Council. On the dissolution or liquidation of the Chapter, any of its assets remaining after payment of all liabilities shall be distributed by a vote of the Chapter Board of Directors to any non-profit corporation or association whose objectives are similar to the Chapter’s.
Article 15. Amendments
Amendments to these By-Laws may be made at any properly called meeting with a two-week prior notice to the membership. Emergency amendments may be made at any time by a quorum vote of the Board of Directors, but emergency amendments are temporary and subject to subsequent approval by a majority vote at the next meeting of the membership.
Revision #1 - Chapter by law officially amended as Revision #1 on Thursday, June 16, 2005 at a vote conducted at a special meeting of the general membership.
Revision #2 – Chapter By-Law officially amended as Revision #2 on Thursday March 18, 2009 through an electronic vote conducted with general membership.
