(Approved May 23, 2008)

Article 1. Name and Purpose

1. Name. The name of this organization is the U.S. Green Building Council, Louisiana Chapter (Chapter).

2. Purpose. The purpose of the Chapter shall be to:
· Raise awareness of green building principles and practices among the design, construction and real
estate communities, government entities and the general public.
· Provide regularly scheduled opportunities for members to exchange green building ideas and
information.
· Partner with other local building-related and environmental organizations for similar purposes.
· Promote the adoption of green, high performance and sustainable building approaches in the marketplace, and
· Promote membership in the U.S. Green Building Council (“USGBC”).

3. Tax Exempt. The Chapter shall conduct itself in accordance with regulations governing a tax exempt organization pursuant to 26 USC section 501 (c)(3).

Article II. Property

No part of the Chapter’s assets or property shall inure to the benefit of any Officer, Director or member of the Chapter.

Article III. Membership Qualifications

1. Members. Any member of a company or organization in good standing with the USGBC (i.e., a member of national USGBC) is qualified to be a regular, voting member of this Chapter.

2. Associate Members. The Chapter may have Associate, non-voting members who do not work for a USGBC company but participate at the local level.

3. Voting Members. Each voting member shall have one vote at Chapter meetings by written proxy.

4. Multiple Chapters. Each USGBC member company or organization may be eligible for membership in more than one chapter. Such members shall join the additional Chapter(s) upon the payment of dues to the Chapter(s). They shall be eligible to vote or hold elective office in the additional Chapter(s).

Article IV. Dues and Other Fees

1. Dues. Annual dues will be established by the Board of coordination with USGBC National policies. Such dues will be in addition to those dues paid to the USGBC.

2. Fees. The Chapter may charge appropriate fees for participating in Chapter activities.

Article V. Board of Directors

1. Responsibilities. The governing body of the Chapter shall be a Board of Directors. The Board of Directors will be responsible for establishing Chapter policies, setting Chapter priorities, electing the Chapter Officers and providing general oversight of the operation of the Chapter.

2. Composition of the Board. The Board of Directors shall consist of no less than eleven voting members elected by the membership from among the various categories of USGBC membership. The immediate past Chair shall serve as an Ex-Officio member of the Board. Any regular member in good standing whose organization is a member of the USGBC National is eligible to serve on the board. No more than one representative of any one USGBC member company may serve as a member of the Board in any year.

3. Board Membership Categories.
· Building Product Manufacturers,
· Building Controls Manufacturers/Building Operations, Maintenance,
· Building Owners, Facility Managers and Developers,
· Real Estate Brokers and Property Management Firms,
· Contractors and Builders,
· Professional Societies,
· Environmental and Nonprofit Organizations,
· Professional Firms,
· Financial Institutions (Lenders, Insurers, Others),
· Utilities, ESCOs and Energy Services Providers,
· Insurance Companies, Brokers and Agents,
· Universities and Research Institutes, and
· Federal, State and Local Governmental Agencies

4. Terms. Board members will serve two year terms and may serve up to two consecutive terms. After one year off the Board, members may seek reelection to the Board. A reasonable attempt will be made to represent all member categories on the Board

5. Board Nominations. A Nominating Committee shall prepare a slate of candidates for the Chapter Board. The committee shall announce the slate to the membership with a minimum of 14 days and a maximum of 30 days, to cast their votes. The nominations slate will provide enough candidates to fill all board seats plus an election of two alternates who may ascend in the event that a board member resigns.

6. Elections. Annual Chapter Board elections will be held in conjunction with the National USGBC end of year elections, using the online voting booth.

7. Attendance. Failure to consistently attend Board meetings or complete assigned responsibilities shall be sufficient cause for removal from the Board. Directors may be removed for cause by two-thirds vote of the Board of Directors.

8. Vacancies. Should a Board vacancy occur for any reason between elections, the first alternate will be contacted to fill the vacancy. If the first alternate declines, then the second alternate is contacted to fill the vacancy. The Nominating Committee, in consultation with the Chair, shall nominate a replacement and put it to a vote before the Board in the event that neither alternate can serve.

9. Meetings. The Board shall have a minimum of 8 up to a maximum of 11 meetings per year unless changed by majority vote. Board members must attend at least ¾ meetings per year. Absent board members can be counted as present if deliverables are provided prior to the meeting date and he/she has given proxy voting privilege in writing. A quorum is one half plus one of the number of Board members. A simple majority is required on all votes. Proxy voting will be permitted but must be documented in writing.

10. Compensation. Board members shall not receive compensation for their services but may be reimbursed for actual and reasonable expenses related to Board activities at the discretion of the Board. All Chapter Board members must sign and agree to abide by the conflict of interest policy when they become elected or are appointed.

11. Duties. The Board may establish operating procedures or other such rules that are consistent with these By-laws.

12. Committees. The Board of Directors will establish Working Committees to perform the work of the Chapter, such as but not limited to, Program Committee, Membership committee, Finance Committee, Communications Committee, Education Committee, Nominating Committee and Liaison Committee, each of which shall be chaired by a Chapter Director or appointed chair. The Board may appoint other committees, working groups or task forces as necessary to carry out the business of the organization as established by the Board.

13. Executive Committee. The Board may also establish an “Executive Committee” to facilitate the day-to-day operation of the Chapter.

Article VI. Officers

1. Officers. The Officers of the Chapter shall be a Chair, Vice-Chair, Secretary and Treasurer.

2. Qualifications. Officers must be members of the Chapter who have been selected from the Board of Directors. No person may hold more than one office at the same time. Officers may serve not more than two consecutive years in any one position.

3. Duties. The Chair has the authority and responsibility to lead the day-to-day activities of the Chapter, utilizing the expertise of the Executive Committee, in a manner consistent with USGBC and Louisiana Chapter policies and procedures established by the Board. The Chair shall serve as the official representative of the Chapter at all National, Regional and Chapter functions in accordance with USGBC and Chapter Policy. The Vice Chair shall act in the place of the Chair when the Chair is not available. The Treasurer is to serve as the financial officer of the Chapter. The Secretary is responsible for Board and Chapter communications, including preparing and disseminating Board and Executive Committee minutes.

4. Removal for Cause. Officers may be removed for cause by two-thirds vote of the Board of Directors. Acting in a manner contrary to the Board’s directives, failing to consistently attend Board meetings, failing to complete assigned responsibilities or behavior contrary to the Chapter’s Conflict of Interest Policy shall be sufficient cause for removal.

Article VII. Executive Committee

1. Composition. The committee will consist of the four Chapter Officers and the Ex-Officio. The role of the Executive Committee shall be to manage the day-to-day operation of the Chapter in a manner consistent with USGBC National and Louisiana Chapter policies and procedures. The Executive Committee shall not establish or change policies or procedures established by the Board of Directors.

2. Role. The purpose of the Executive Committee is to implement the policies and procedures established by the Board and to assist the Chapter Chair in implementing the day-to-day operations of the Chapter, including coordination of Board and committee activities, management of chapter finances, coordination of member meetings and activities, and coordination of communications with committees and members. The executive committee will ensure that no activities are hosted on behalf of the LA Chapter and the National USGBC without prior approval. The executive committee will ensure that the Chapter adheres to the Chapter Charter and License Agreement with the USGBC.

3. Meetings. The Chair may call meetings of the Executive Committee as necessary to achieve the above goals. All such meetings shall result in minutes, reports or motions that are to be distributed to the full Board prior to the next Board meeting.

4. Role of Executive Committee. The Executive Committee will complete those tasks assigned by the Chair and will provide advice and counsel on the day-to-day operations of the Chapter.

5. Limitations on Authority. Neither the Chair nor the Executive Committee has the authority to make decisions inconsistent with the policies and procedures adopted by the Board.

6. Chapter Liability. The Executive Committee working with USGBC will seek liability insurance. The coverage is designed to protect the Chapter, the director, officers, employees and volunteers from claims alleging negligence that may cause injury to a third party. Certificates of insurance should be obtained from vendors and anyone providing services, including caterers, bus charters and contractors for professional services for an event or annual membership meeting.

Article VIII. Working Committee

1. Purpose of Working Committee. Working Committees will be established for specific purposes and time frames as established by the Board. The bulk of the Chapter’s initiatives are to be completed through the efforts of the Working Committees.

2. Membership. Working Committees will be chaired by a Board or Chapter member appointed by the Board. Committee members will consist of directors and members at large. Each Working Committee will seek active participation from as many at large members as possible.

3. Strategic Plans. Working Committees will prepare annual strategic plans for Board review and approval outlining each Committee’s purpose, objectives, work tasks, anticipated deliverables proposed schedules and estimated budgets. The strategic plans and estimated budgets of each committee will be presented to the Board for review by the assigned date from the first Board of Directors meeting minutes. The strategic plans will be finalized and given to the Finance Committee by the beginning of the second quarter.

4. Reporting. Each Working Committee Chair or designee shall report verbally or in writing on the Committee’s progress towards meeting its objectives at each Board meeting. Committees shall submit reports, resolutions or recommendations to the Board for review and approval.

Nominating Committee
The nominating committee shall be appointed and chaired by a board member. The committee will coordinate the election of the Board of Directors by attempting to select at least twice as many nominees as there are vacancies and presenting them to the Board of Directors for online voting. The Chairperson will contact nominees prior to submitting their names to the Board. The Board will select the names to be submitted to the voting membership. The Chairperson will be responsible for verifying the tally of the ballots and determining the newly elected board members. The Chairperson will communicate the results to the La Chapter Officers. The nominating committee may be assigned other duties by the Board.

By-Laws Committee
The By-laws committee shall be responsible for the review of the LA Chapter by-laws and policies. Such review will be conducted to keep them current. The committee shall present a draft of the by-laws to the Board of Directors for consideration and approval. The By-Laws Committee may be assigned other duties by the Board.

Programs Committee
The Programs Committee will develop and deliver appropriate programs and events that will attract and meet the diverse needs of the LA Chapter. The committee will sponsor or create an emerging green builders committee. The committee will provide a programs event schedule at the beginning of each year, prepare and distribute program announcements at least 3 weeks prior. The program schedule and announcements should be posted at the website for all the membership. The committee will coordinate programs with the membership committee to expand the Chapter membership. The Board may request the Programs Committee host additional or special events or take on other duties as needed.

Membership Committee
The membership committee will increase the Chapter membership by actively recruiting new members with support from the Regional Recruiters. The Chapter benefits of membership will be updated annually and posted to the website. The membership committee will provide reports to the Board on the status of membership, company and individual, a strategic plan, committee members and the finances collected from memberships throughout the year. The Board may request the Membership Committee to assume additional responsibilities as needed to increase the Chapter membership.

Communications Committee
The communications committee will publish notice of meetings in the statewide media venues and work with the internet communications committee to keep the website current. The committee will work to become a visible and recognized source of information for the Chapter. The committee will promote green projects and encourage membership to the Chapter through public relations. A Chapter Newsletter will be created and published with articles to be solicited from the board or membership and approved for publication by the Board. The Board may request additional avenues to increase Chapter communications or improve newsletters as needed.

Internet Communications Committee
This committee will create and maintain a current and comprehensive website for the Chapter. Internet changes will be coordinated with the USGBC point of contact. The website will be updated with programs, calendar/schedule and other information as provided by the Executive Committee. The current membership lists will be posted to the intranet as appropriate. The Internet Committee works with the Communications committee to create a Chapter Newsletter and may take on other information responsibilities as assigned by the Board.

Education Committee
The Education Committee develops a schedule for training LEED courses and coordinates with National USGBC training coordinator. The committee advertises training on the website and hosts the training events. The committee supports the USGBCs educational programs, provides instructor training, and follows the guidelines for costing/charging for the training. The Board may request the Education Committee to offer additional educational services as needed.

Finance Committee
The treasurer is the Finance Committee chairperson. The treasurer shall have the responsibility of controlling and safeguarding the monies belonging to the LA Chapter following the policies established. The finance committee shall receive the budget requests from each committee chair for the coming year and present to the Board for review and approval. The treasurer shall keep a record of all monies received and disbursed by the Chapter and perform other such duties as may be required by the Executive Committee for managing the funds. Financial reports shall be presented at each Board Meeting for review and approval. An annual audit will be conducted to ensure fiscal responsibility. The auditor (s) will
be approved by the Board. Copies of the financial reports will be provided to the Secretary for the official records. The Finance Committee may be tasked by the Board to take on other financial responsibilities as the Chapter grows.

LEED for Schools Committee
The LEED for schools committee will educate and assist educational professionals, parish school boards and state education officials on the greening opportunities for building educational buildings. If the Chapter agrees to adopt a Louisiana school for retrofit or new green construction, the LEED for Schools Committee will develop an operating agreement or contract between the school and the Chapter which is approved and executed by the Board. The LEED for Schools Committee may be directed by the Board to pursue new innovations toward enhancing education in Louisiana schools.

Green Residential Committee
The Green Residential Committee has a mission to educate professionals, home and business owners and government on the green opportunities for residential development and to advocate for adoption of green residential standards. The Green Residential Committee may take on additional duties as the Board sees appropriate and relevant to the development of residential communities.

Advocacy Committee
The Advocacy Committee supports local, state, and federal entities to institutionalize sustainable design and development through regulation, program incentives, and green projects. The Advocacy Committee will promote the Chapter and USGBC as the Louisiana authority on green resources and promote the USGBC LEED rating system for all construction for a better Louisiana. The advocacy roles may be expanded by the Board as the Chapter grows.

Sponsorship Committee
The Sponsorship Committee will actively seek business and corporate sponsors for special events, training or the general membership meeting. The Sponsorship Committee will prepare a sponsorship invitation letter for review and approval by the Executive Committee. The sponsorship chair will propose the sponsorship levels, develop a strategic plan, submit a budget request if needed and present to the Board for approval. Additional sponsorship-related activities may be undertaken by the Sponsorship Committee as approved by the Board.

Emerging Green Builders (EGB) Committee
The Emerging Green Builders Committee is composed of professionals with 5 years or less working experience and seasoned professionals new to the green principles concept. It is also designed to integrate students into the green building movement through the Chapter network. The emerging green professionals are mentored by the membership committee and Chapter leaders. The EBG Committee is encouraged to host events at educational institutions for aspiring architectural, engineering, environmental or other professionals interested in green building. They collaborate with the LEED in Schools Committee and other organizations. The EGB Committee may be assigned other responsibilities by the Board.

Article IX. Board Meetings

1. Meeting Agendas. No later than 72 hours prior to each Board meeting, the Board Secretary will distribute a proposed meeting agenda and supporting documents as prepared by the Chair. The agenda will be as specific as possible and identify any motions that are anticipated to be considered by the Board.

2. Meeting Topics. All Board meetings will be conducted with reference to the distributed agenda and the following meeting topics:
· Review of past meeting minutes and their approval.
· Reports of Working Committees.
· Reports on other Chapter activities.
· New business,
· Old business and
· Future meetings/look ahead calendar of activities.

3. Distribution of supporting documents. All documentation relevant to the meeting agenda must be provided to the Board Secretary one week prior to the scheduled meeting date so that timely distribution can be made to the Board members.

4. Motions. The Board will consider motions made by representatives of the Executive Committee, Working Committees the Board and the general membership. Such motions will be followed by discussions and Board votes as appropriate. Motions may be submitted by the general membership in writing or by email to any member of the Executive Committee to be added as an agenda discussion topic at the next board meeting.

5. Minutes. The Board Secretary will prepare and distribute comprehensive meeting minutes to the Board members within one week of the meeting time.

Article X. Chapter General Membership

1. Annual Membership Meeting. The Chapter shall hold an annual membership meeting once a year, at the place and on the date decided by the Board of Directors. The preliminary announcement of the annual membership meeting will be posted to the website two months prior to the meeting to allow sufficient notice to the membership that a meeting will be held.

2. Special Meetings. Special member meetings may be called by the Executive Committee for other purposes deemed important or outside scope of a scheduled board meeting. The general membership may make written requests to the Executive Committee to hold a special meeting.

3. Notice. The Board of Directors must give members a minimum of seven business days notice prior to all annual and special meetings via email or by posting to the website. The meeting notice must include a detailed description of the business to be discussed.

4. Voting. Should the Board propose to call for a member vote on one or more issues, the presence or written proxy of thirty three percent of the members shall constitute a quorum. A simple majority is required on all votes except where some other approach is required by law or these by-laws. Voting mail, facsimile or electronic means is permitted in appropriate circumstances as determined by the Board.

5. Chapter Records. Any member of the Chapter which is in good standing and has a “need to know” may make a written request to the executive committee to review the Chapter’s financial records, operating procedures or board minutes.

Article XI. Nominations and Elections of Officers

1. Proposed Slate. The Nominating Committee will prepare a proposed slate for each officer position at least two weeks prior to the first meeting of the Chapter Board following the Board elections. At least one candidate shall be nominated for each office. The Nominating Committee shall present the slate to the newly elected Board for review and approval. In the event that time does not allow a slate proposal, the Ex-Officio and current Executive Committee may elect to use the USGC dynamic governance to structure the new leadership for the Chapter.

2. Presentation of Slate. The current Chapter Chair shall present the slate of candidates as officers for election at the first meeting of the Chapter Board following the Board elections. At that time, additional nominations may be made from the floor prior to the election.

3. Voting. Election of officers shall be by voice vote if only one slate of officers is proposed or by written ballot if there are two or more nominees for one or more officer positions. Each Board member may cast one vote for each officer position. A majority of the votes will determine the results. In case of a tie, the top two candidates will run off against each other. Proxy voting will not be permitted in the election of officers.

4. Assumption of Duties. The newly elected slate officers will assume their duties and responsibilities at the first meeting of the newly elected Board.

Article XII. 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 legal fees, reasonable 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 right to which the indemnified may be entitled.

Article XIII. Dissolution

The Chapter status may be revoked upon the request of the Chapter Board of Directors with the approval of the Board of Directors of the USGBC. Upon the dissolution or liquidation of the Chapter, all 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 reasonably similar to the Chapter’s mission, provided that said corporation or association shall qualify under Section 501 (c)(3) of the Code (or the corresponding provisions of any subsequent law.)

Article XIV. Amendments

Amendments to these By-laws may be made at any properly called Board member meeting.
IN WITNESS WHEREOF, these By-Laws were approved and adopted May 23, 2008 .
By: (original on file)
Executive Chair John Anderson
By: (original on file)
Vice Chair Lynne Martin
By: (original on file)
Treasurer Richard Schega
By: (original on file)
Secretary Teresa Heaton