Article I.
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:
            A. Raise awareness of green building principles and practices among the design, construction and real estate communities, government entities and the general public.
            B. Provide regularly scheduled opportunities for members to exchange green building ideas and information.
            C. Partner with other local building-related and environmental organizations for similar purposes.
            D. Promote the adoption of green, high performance and sustainable building approaches in the marketplace, and
            E. 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 or the local Chapter) is qualified to be a regular, voting member of this Chapter.
2. 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 for the Chapter will be established by the Board in 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.
3. Refunds: No dues or fees will be refunded without the written approval of the Chair of the Finance Committee.

Article V.
Board of Director Composition and Elections
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. The Board may establish operating procedures or other such rules that are consistent with these By-laws.
2. Composition of the Board. The Board of Directors shall consist of no less than twelve voting members elected by the Board or membership from among the various categories of USGBC membership.
            A. Ex Officio. The immediate past Chair shall serve as an Ex-Officio member of the Board with voting privileges.
            B. Eligibility. Any regular member in good standing whose organization is a member of the USGBC National is eligible to serve on the board with the exception as noted in 2.D. below.
            C. Limitations. No more than one representative of any one USGBC member company may serve as a member of the Board in any year.
            D. Directors. At least two-thirds (2/3) of the majority of members of the Board of Directors must be a regular member in good standing whose organization is a member of the National USGBC. All board members should be regular members.
            E. Officers. At least three-fourths (3/4) of the Officers of the Board must be regular members in good
standing whose organization is a member of the National USGBC.
            F. Diversity. Board membership shall represent diversity from among the membership categories defined in Article V.3.
                        i. At a minimum, the number of membership categories represented among the board shall be at least 50% of the total board seats (rounded up to the nearest whole number).
                        ii. No more than 1/3 of the total board seats available may be filled by individuals represented from any one member category as specified in V.3.
                        iii. The Board shall strive to rotate among all of the membership categories and represent both ethnic and geographic diversity.
3. Board Membership Categories. The Board shall strive for Board representation from the following categories:
            A. Building Product Manufacturers,
            B. Building Controls Manufacturers/Building Operations, Maintenance,
            C. Building Owners, Facility Managers and Developers,
            D. Real Estate Brokers and Property Management Firms,
            E. Contractors and Builders,
            F. Professional Societies,
            G. Environmental and Nonprofit Organizations,
            H. Professional Firms,
            I. Financial Institutions (Lenders, Insurers, Others),
            J. Utilities, ESCOs and Energy Services Providers,
            K. Insurance Companies, Brokers and Agents,
            L. Universities and Research Institutes, and
            M. 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. The position of Ex-Officio is exempted from the two term limitation in order to allow the Ex-Officio to serve as a voting member of the board once their term as Chair is complete.
            B. The Board of Directors may adjust the Board terms through consensus decision-making in order to ensure that no more than ½ of the Board of Directors is up for election each year to maintain the integrity of Board operations.
5. 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 and antitrust agreements when they are elected or are appointed.
6. Voting. A Board decision on any matter may be conducted by mail, by facsimile transmission, by electronic means, or by any combination of those methods.
7. Board Nominations. A Nominating Committee as detailed in Article VIII shall prepare a slate of candidates for the Chapter Board. The nominations slate will provide at least enough candidates to fill all board seats plus an election of two alternates who may ascend in the event that a board member resigns.
            A. Qualifications of Nominees. Nominees for the Board must be selected which meet the requirements of Article V.2 and V.3
            B. Timing. The Nominating Committee shall solicit nominations for the slate of candidates on a schedule which ensures that elections in compliance with V.6 can be completed prior to the end of the Chapter’s fiscal year.
            C. Solicitation of Nominations: The Nominating Committee shall solicit nominations from existing Board Members and the Membership at-large. Mailing or sending electronic notices to all known addresses and/or e-mail addresses in the Chapter membership records may satisfy the solicitation requirement. All nominees shall consent to their nomination prior to the election process.
            D. Interview of Nominees: The Board may, at its discretion, interview any nominees prior to the scheduled election date.
8. Elections by the Board. Whenever feasible, annual Chapter Board elections will be held in conjunction with the National USGBC end of year elections. Election of the Board of Directors will be completed by the existing Board unless determined by consensus of the Board to open the voting to the membership-at-large. If voting is conducted by the membership at large, it must follow Section V.9 of these by-laws.
            A. Eligibility to Vote. All Board Members including Ex-Offico and Board Alternates are eligible to vote.
            B. Notification Slate of Candidates. The Nominating committee shall announce the slate of candidates and to the Board at least 14 days prior to the Board’s scheduled vote.
            C. No Cumulative Vote. No voting member may circumvent the voting system in order to give themselves more than one vote in the election process.
            D. Approval of the Candidates: Board positions will be filled through election by consensus or majority vote as determined by the existing Board. All Board members shall be present for the election or provide written authority for another Board member to cast their vote by proxy. Presence at the elections may be face-to-face or through a conference call. The Board shall have the discretion to select new board members and alternates in such a way as to satisfy diversity requirements set forth in Section V.2 of these bylaws.
            E. Appointments. The Board of Directors, at its discretion, may at any time appoint additional Board members for a maximum term of one-year through consensus decision–making as long as the appointment does not cause a violation of applicable Board membership policies contained in Section V.2 and V.3.
9. Elections by the Membership. Whenever feasible, annual Chapter Board elections completed with membership participation will be held in conjunction with the National USGBC end of year elections.
            A. Notification Slate of Candidates. The committee shall announce the slate of candidates and the election voting period to the membership at least 30 days prior to the last day of the voting period. Mailing or sending electronic notices to all known addresses and/or e-mail addresses in the Chapter membership records may satisfy the notice requirement.
            B. Eligibility to Vote. A regular member entitled to vote as detailed in Section V.3 is entitled to vote at an
election of Directors, in person or by proxy, for as many persons as there are Directors to be elected by the membership and for whose election the member has a right to vote.
            C. No Cumulative Vote. No member may circumvent the voting system in order to cumulate the member’s
vote.
            D. Voting Period. The voting period shall allow voting members with a minimum of 14 days and a maximum of 30 days, to cast their votes. The Chapter may conduct the election by using the USGBC’s online voting booth or whatever method the Board may deem most appropriate.
            E. Tally and Selection of Candidates. Following the last day of voting, the Nominating Committee shall count the votes and present to the Board the candidates receiving the highest number of votes. Generally, the Board will certify the candidates receiving the most votes for the places up for election and designate the two candidates receiving the next highest number of votes as the alternates. However, the Board shall have the discretion to select new board members and alternates in such a way as to satisfy diversity requirements set forth in Section V.2 of these bylaws.
10. 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. In the event that neither alternate can serve, the Nominating Committee, in consultation with the Chair, shall nominate a replacement and put it to a vote before the Board. The nominee will be eligible to serve in the vacant position for the unexpired portion of the term.
11. Removal of Board Members. 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 or Antitrust Policies shall be sufficient cause for removal from the Board. Directors may be removed for cause by two- thirds vote of the Board of Directors.

Article VI.
Officers
1. Officers. The Officers of the Chapter shall be a Chair, Vice-Chair, Secretary and Treasurer. The Board may approve additional officer positions as required to carry out Chapter duties.
2. Qualifications. Officers must be members of 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. Three-quarters (3/4) of the Officers must be national members of USGBC.
3. Elections. No later than the first Board meeting of the Chapter’s fiscal year, the Board shall elect Officers for that year. Election of officers shall be by the Board of Directors by an election process by majority vote or consensus if there are two or more nominees for an office. If voting is selected as the election method and there is a tie, the candidate will be selected by the consensus election process.
4. Term. The Officers shall serve for a period of two-years as coincides with their term of Board service. Exceptions to this term of service may be made with Board approval.
5. 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 overseeing Board and Chapter communications, including preparing and disseminating Board and Executive Committee minutes. Additional duties may be included in separate Chapter policies and procedures approved by the Board.
6. Vacancies. If a vacancy occurs among the Officers for any reason, the Officers shall nominate and the Board shall elect[s] an individual to serve in the position for the unexpired portion of the term.
7. 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
The Board will establish the Executive Committee to facilitate the day-to-day operation of the Chapter.
1. Composition. The committee will consist of the four Chapter Officers and the Ex-Officio.
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. Voting. Having ¾ of the Executive Committee in attendance shall constitute a quorum for conducting Executive Committee decision-making and duties. Absent members may delegate proxy voting authority to another Executive Committee member in writing to achieve quorum.
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.
7. Strategic Plan. The Executive Committee will prepare for Board review by October 1st of each calendar year recommendations for amending the Chapter Strategic Plan. The Board will approve recommendations no later than October 30th of each calendar year. The Executive Committee may delegate this function to an Ad Hoc Committee that meets the requirements of Article VIII.
8. Annual Work Plans. The Executive Committee will assign the preparation or update of the Annual Work Plans in support of the Strategic Plan to Chapter Members as appropriate for review by the Board no later than November 15th of each calendar year. The Executive Committee may delegate this function to an Ad Hoc Committee that meets the requirements of Article VIII. The annual work plans must be submitted to the Board for approval no later than November 30th of each calendar year.

Article VIII.
Working Committees
The Board of Directors will establish Working Committees to perform the work of the Chapter. 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.
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 Chapter member appointed by the Board. Committee members will consist of members at large with one Board member serving as a liaison from the Committee to the Board. Each Working Committee will seek active participation from as many at large members as possible.
3. Annual Plans. Working Committees will prepare annual committee plans that are aligned with the Chapters Strategic Plan and Work Plans for Board review by December 15th of each year. These plans will outline each Committee’s purpose, objectives, work tasks, anticipated deliverables proposed schedules and estimated budgets. . The Board, in coordination with the Finance Committee will review and approve the plans by January 15th of each year.
4. Reporting. Each Working Committee Chair or designee shall report in writing on the Committee’s progress towards meeting its action plan objectives to the Chapter Secretary one week prior to each Board meeting. Committees shall submit reports, resolutions or recommendations to the Board for review and approval as necessary.
5. Ad-hoc and Advisory Committees. The Chair may appoint with the Board’s approval such ad hoc, advisory, and other committees as necessary or appropriate. The Chair shall prescribe and the Board approves the name, duties and objectives of such committees. The chairs of such committees need not be members of the Board, but must be members in good standing of the Chapter.
6. Committees and Committee Procedures. Specific roles and responsibilities for each committee will be created and maintained in separate procedural documents for the following USGBC LA Committees:
            A. Advocacy Committee
            B. By-Laws Committee
            C. Communications Committee
            D. Education Committee
            E. Emerging Green Builders (EGB) Committee
            F. Finance Committee
            G. Fundraising and Sponsorship Committee
            H. Green Development Committee
            I. Green Schools Committee
            J. Membership Committee
            K. Nominating Committee
            l. Programs Committee

Article IX.
Board Meetings
1. Attendance. 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.
2. Meetings. The Board shall have a minimum of 8 up to a maximum of 12 meetings per year unless changed by majority vote. A quorum to vote is one half plus one of the number of Board members. .A simple majority is required on all votes except when the Board approves to conduct decision-making by consensus. During consensus decisions, all attending Board members must consent.
3. 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.
4. Meeting Topics. All Board meetings will be conducted with reference to the distributed agenda and the following meeting topics:
            A. Review of past meeting minutes and their approval.
            B. Reports of Working Committees.
            C. Reports on other Chapter activities.
            D. New business,
            E. Old business and
            F. Future meetings/look ahead calendar of activities.
5. 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.
6. 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 or decision by consensus 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.
7. 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 Procedures
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 for the membership may be called by the Executive Committee for other purposes deemed important or outside scope of a scheduled board meeting. The general membership may also make written requests to the Executive Committee to hold a special meeting.
3. Notice. The Board of Directors must give members a minimum of fourteen (14) business days notice prior to all annual and special meetings via email and by posting to the website. The meeting notice must include a detailed description of the business to be discussed. If extenuating circumstances exist, the Board can approve less notice as long as the membership is notified of the meeting by email as soon as possible prior to the meeting.
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.
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 XII.
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 XIII.
Amendments
Amendments to these By-laws may be made at any properly called Board member meeting.

Article XIV
Approvals
IN WITNESS WHEREOF, these By-Laws were approved and adopted March 13, 2009 .