ARTICLE I - NAME

Section 1.1
The name of the corporation shall be Council of Educational Facility Planners, International referred to as the Council.

ARTICLE II - OBJECT

Section 2.1
The Council was formerly known as the National Council on Schoolhouse Construction. Its object was "to promote the establishment of reasonable standards for school buildings and equipment with due regard for economy of expenditure, dignity of design, utility of space, healthful conditions and safety of human life." During its existence the Council has held true to its primary objective and continues to strive under the new name toward broader purposes having an international scope and cooperation with other associations and organizations with similar educational interests.

Section 2.2
The purpose of these bylaws shall be to facilitate the implementation of principles, policies and procedures, as specified and implied in the Articles of Incorporation of the Council.

ARTICLE III - PURPOSES

Section 3.1
The purpose or purposes for which the corporation is formed are as follows: To operate exclusively for charitable, scientific or educational purposes, including but not limited to:

Section 3.2
making gifts and contributions to one or more organizations (other than organizations testing for public safety) described in Section 501(c) (3) of the Internal Revenue Code of 1954;

Section 3.3
improving education by influencing planning of educational facilities through (a) the exchange, publication and/or dissemination of current and emerging ideas, concepts and promising practices in educational facilities planning; (b) the identification, completion and diffusion of research; (c) the improvement of training programs for educational facility planning specialists in colleges and universities; (d) the strengthening and promotion of the use of coordination planning services by all affected educational institutions or agencies; (e) the promotion of improved design and construction of educational facilities;

Section 3.4
to engage in any and all lawful activities that may be incidental or reasonably necessary to any of the foregoing purposes and to have and exercise all other powers and authority now or hereinafter conferred on non-profit corporations under the laws of the State of Arizona.

ARTICLE IV - POWERS

Section 4.1
The corporation has such powers as may be needed to operate for the charitable, scientific or educational purposes as set forth in Article III and in the Articles of Incorporation of September 7, 1993.

ARTICLE V - MEMBERSHIP

Section 5.1   Categories.
Membership in the Council shall consist of four categories: Individual, Institutional, Corporate and Student.

Section 5.2   Individual Membership.
An individual is eligible for membership in the Council by meeting one of the following classifications:

Clause 1. Individuals who are actively employed by, retired, or staff members of national, regional, state, province and local public and nonpublic educational organizations, agencies, and governmental officials and employees of any country who are involved in planning educational facilities are eligible for membership in the Council.

Clause 2. Actively employed or retired college and university staff members who teach educational facilities courses, direct educational facilities research, direct or conduct educational facilities surveys, render educational facilities consultant services, or are otherwise involved in planning educational facilities, are eligible for membership in the Council.

Clause 3. A person who has been a Council member in good standing for twenty (20) years, has reached sixty (60) years of age, and has retired from facility planning work may become an emeritus member entitled to all of the rights and privileges of the Council for the life of the member. A qualified member may be awarded an emeritus membership upon the recommendation of the Executive Director and a majority vote of the Board of Directors.

Clause 4. Editors of periodicals regularly devoting considerable space to educational facilities problems are eligible for individual membership in the Council.

Clause 5. Honorary membership may be granted at any time at the discretion of the Board of Directors.

Clause 6. Actively employed or retired individual architects, engineers and others who are involved in the planning and designing of educational facilities are eligible for membership in the Council.

Clause 7. Individuals who are employees of or retired from industrial firms that produce goods and services for educational facilities are eligible for membership in the Council.

Clause 8. A person who has served as International President of the Council shall become a lifetime member at the completion of office as Past-president and shall be entitled to all the rights and privileges of the Council for the life of the member.

Section 5.3   Institutional Membership.
Clause 1. Institutions such as colleges, universities, school districts, boards of education of public and non-public schools, and other political subdivisions or agencies and departments of political subdivisions who may influence facility planning shall be eligible for membership in the Council. Each institution may designate three official representatives who shall be extended all rights and privileges of individual members. Members of institutions engaged in planning activities may become individual members of the Council.

Section 5.4   Corporate Membership
Clause 1. Consulting firms normally commissioned upon a fee basis by an educational system or institution or its prime consultants are eligible for membership in the Council. Such firms are normally employed to provide professional-technical services for educational facility planning. These firms would include consulting firms such as architects, engineers, educational consultants, and campus and urban planners. Each consulting firm may designate three official representatives who shall be extended all rights and privileges of individual members.

Clause 2. Organizations that produce goods and services for educational facilities may be eligible for membership in the Council. Each organization may designate three official representatives, dedicated to the improvement of the educational environment, from its professionals in planning, research and development who shall be extended all rights and privileges of an individual member.

Section 5.5   Student Membership.
Full time students majoring in areas related to educational facility planning or other areas deemed appropriate by the Board of Directors are eligible for individual student membership in the Council. Student membership shall be given and renewed only when accompanied by a statement from the student's academic advisor attesting to full time student status.

Section 5.6   Sustaining Membership.
Any member whether individual, institutional, or corporate who annually pays $50.00 or more above the regular membership dues is eligible for the sustaining category of membership. Funds collected from this source will be used exclusively in support of a Development Fund. A sustaining member will not be eligible for any special rights or privileges beyond those provided to regular members.

Section 5.7   Application.
Completed application forms with dues shall be filed with the Executive Director. Questions of eligibility shall be referred to the Executive Director for investigation and recommendation to the Board of Directors.

Section 5.8   Admission.
Admission to membership shall be by majority vote of the Board of Directors, except the Board of Director may delegate to the Executive Director the authority to admit to the membership any individual, institution, corporation, or student that clearly meets the requirements set forth for Council membership.

Section 5.9   Rights of Membership.
Clause 1. Upon acceptance into the Council, each candidate for membership shall be notified by the Executive Director and shall be entitled to the rights and privileges of membership as established by the Board of Directors effective from the date of approval of the application.

Clause 2. The terms "members in good standing" and "membership in good standing" refer to individual members, the official designated representative and associate representatives of corporate and institutional members, student members and emeritus members. Members in good standing shall be eligible for elected or appointed office.

Clause 3. Individual members, official designated representatives of corporate and institutional members, student members and emeritus members shall be the voting members for Council business and elections.

Section 5.10   Termination.
Clause 1.   Through Resignation.
Any member in good standing may resign from the Council at any time and be readmitted in accordance with terms and conditions established by the Board of Directors. To resign, the member must submit a written resignation to the Executive Director.

Clause 2.   Non-Payment of Dues.
A member shall be dropped from the rolls for non-payment of dues. The person may be readmitted under the terms of readmission for membership.

Clause 3.   Re-admission.
Any member may be reinstalled to membership in the Council upon payment of dues and fees owed at the time of termination.

ARTICLE VI - ORGANIZATION

Section 6.1   Board of Directors of the Council.
Clause 1. Three Officers, three Directors-at-Large and a Director from each recognized region shall constitute the Board of Directors, who shall establish policy, set conditions for the operation of the Council and be responsible for its governance. All Officers and Directors shall be members in good standing, shall have been members in good standing for at least 5 years prior to the date they take office, and shall have a right to vote at Board meetings. The Executive Director, the chief administrative officer for the Council, may not vote at meetings of the Board of Directors, but he/she may vote on any issue presented to the Council acting as a committee of the whole. Directors may be an ex-officio member of any committee in accordance with these bylaws.

Clause 2.   Election to Office.
Directors of the Board shall be elected from the Council's membership with due regard for diversity of background in facility planning, regional representation and membership in good standing. The regionally elected Directors shall be elected to serve for overlapping terms of three years. The three Directors-at-Large, one to be elected by the membership and the other two appointed by the Board of Directors, shall serve three-year overlapping terms.

Clause 3.   Board Meetings.
The Board of Directors shall hold a minimum of one regular meeting each year. Special meetings shall be held at the call of the President.

Clause 4.   Notice of Board Meeting.
The President or a majority of the Board of Directors shall determine the time and place of all Board meetings. At least thirty days prior to the Board meeting, the Executive Director shall notify all of the Officers and Directors of the time and place of the meeting. The Executive Director shall provide a prepared agenda of the forthcoming meeting and the minutes of the preceding meeting at least ten days before the meeting.

Clause 5.   Quorum.
A simple majority of Board members shall constitute a quorum for a transaction of business at any meeting of the Board.

Clause 6.   Compensation.
Members of the Board of Directors shall serve the Council without salary.

Clause 7.   Resignation.
Any director may resign from the Board at any time, by giving written notice thereof to the Board. Such resignation shall take effect at the time specified therein and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective.

Clause 8.   Non-voting Members.
The person, if any, who has been elected to serve as the next President-Elect but has not yet taken office as President-Elect (the "President-Elect-Elect"), and the person who has previously been elected by the membership to serve as the next at large director but has not yet taken office as an at large director, shall each be a non-voting member of the Board of Directors, unless such person is already a voting member of the Board of Directors.

Section 6.2   Officers of the Council.
Clause 1.   President.
The President of the Council shall serve for a one-year term. This office shall be filled by the person who served as the President-Elect during the preceding year. The President, acting as the Chairperson of the Board of Directors, shall conduct its business in accordance with these bylaws. The President may call special meetings of the Board of Directors wherever he/she deems it necessary and shall call such meetings whenever he/she is requested to do so by a majority of the Board of Directors or by a majority of the Council membership. The President may be an ex-officio member of any Council committee. He/she shall perform all other duties incident to his/her office.

Clause 2.   President-Elect.
The President-Elect, providing he/she is available and a member in good standing, shall automatically succeed to the office of President after serving as President-Elect. In the absence or disability of the President, the President-Elect shall preside and exercise the power of the President. The President-Elect may be an ex-officio member of any Council committee.

Clause 3.   Past-President.
The immediate Past-President shall serve a one-year term as a member of the CEFPI Board of Directors. He/she shall perform all duties prescribed by the Board of Directors.

Clause 4.   President-Elect-Elect.
The President-Elect-Elect shall attend all meetings of the Board of Directors and all meetings of the Executive Committee as a non-voting member for the purposes of his or her orientation, training and development for future service as President-Elect and President. In the absence or disability of both the President and the President-Elect, the President-Elect-Elect shall preside and exercise the power of the President.

Section 6.3   Administrative Officer.
Clause 1.   Employment. The Executive Director shall serve as the chief administrator for the Council. He/she shall be appointed by the Board of Directors who shall set the conditions of employment and assign duties and responsibilities.

Section 6.4   Committees.
Clause 1. The committees of the Council shall consist of Standing committees and Ad Hoc committees. Standing and Ad Hoc committees of the Council shall be designated at the discretion of the Board of Directors. All such committees shall be designated by the Board of Directors for the Executive Director's implementation, and their formation shall be made a part of the records of the Council. Members shall be appointed with due regard for diversity of background, representation in the region, and membership in good standing with the Council. The Board of Directors shall review the Council's committee structure regularly to ensure committee assignments are relevant to the Council's changing mission and/or organization.

Clause 2.   Appointments.
The Board of Directors shall appoint the membership and chairperson of all committees of the Council. All committees shall be subject to the policy established by the Board of Directors.

Clause 3.   Compensation and Expenditures.
Committee members shall serve on Council committees without salary. Committee expenditures shall be based upon a program of committee activities and supporting budget coordinated by the Executive Director and approved by the Board of Directors.

Clause 4.   Reports.
Each committee chairperson shall submit budget requests and make progress reports as requested by the Executive Director.

Section 6.5   Regional Organizations.
Clause 1.   Purpose.
The Council shall encourage and recognize Regional Organizations to stimulate involvement and interaction of Council members in pursuing Council goals and objectives at the regional level.

Clause 2.   Establishment.
The Board of Directors shall establish regional areas and approve general organizational and operational procedures for the Regional Organizations.

Clause 3.   Representation on Regional Organization's Board.
Directors to the Board of the Regional Organizations shall be elected from the Council's membership in the Regional Organization with due regard for diversity of background, representation from the region and membership in good standing with the Council.

Directors to the Board of Regional Organizations shall be elected to terms of office specified in the Regional Organization's bylaws as recognized by the Council.

Clause 4.   Representation on Council's Board of Directors.
Each Regional Organization shall be represented on the Council's Board of Directors by one regionally elected individual. This individual will serve on the Council's Board of Directors for a three-year term and shall be elected from the Regional Organization's membership with due regard for diversity of background, representation from the region and membership in good standing. In an effort to develop overlapping terms of office, the Council's Board of Directors will establish a date for each Regional Organization to elect their respective representative to the Council's Board of Directors.

Section 6.6   Chapter Organizations.
Clause 1.   Purpose.
The Council shall encourage and recognize Chapter Organizations to stimulate involvement and interaction of Council members in pursuing Council goals and objectives at the chapter level.

Clause 2.   Establishment.
The Board of Directors shall establish chapter areas and approve general organizational and operational procedures for the Chapter Organizations.

Clause 3.   Representation on the Chapter Organization's Board.
Directors to the Board of the Chapter Organizations shall be elected from the Council's membership in the Chapter Organization with due regard for diversity of background, representation from the region and membership in good standing with the Council.

Directors to the Board of Chapter Organizations shall be elected to terms of office specified in the Chapter Organization's bylaws as recognized by the Council.

Clause 4.   Representation on Regional Organization's Board of Directors.
Each Chapter Organization may be represented on the Regional Board of Directors by one regionally elected individual. This individual will serve on the Regional Board for the term specified in the Regional Bylaws.

ARTICLE VII - NOMINATIONS AND ELECTIONS

Section 7.1   Nominating Committee.
Clause 1.   Regional Delegates.
Each Regional Organization, approved by the Board of Directors, shall send one member delegate to the Nominating Committee. The Board of Directors shall appoint an equitable number of delegates from the regions not organized or recognized.

Clause 2.   Chairperson.
The Board of Directors shall appoint a chairperson for the Nominating Committee.

Clause 3.   Duties and Responsibilities.
The Nominating Committee shall be convened by the Board of Directors at least five months in advance of a forth-coming election for the purpose of nominating two Council members in good standing for each office vacated which normally shall be that of President-Elect and one Board member-at-large.

Clause 4.   Procedures.
The Nominating Committee shall be subject to the procedures and timelines established by the Board of Directors.

Section 7.2   Nominating by Petition.
Nominations for the President-Elect and Board member-at-large may be made in writing by petition submitted to the Executive Director for committee consideration prior to the deadline established by the Board of Directors and signed by not less than twenty members eligible to vote, accompanied by each nominee's written consent to serve if elected.

Section 7.3   Voting.
Clause 1.   Secret Ballot.
Voting for the offices of President-Elect and the Board member-at-large shall be accomplished by secret ballot. The Executive Director shall verify that all nominees are members in good standing and prepare an appropriate number of ballots. Balloting shall be conducted by mail.

Clause 2.   Board of Tellers.
A Board of Tellers of at least three members shall be appointed by the Board of Directors prior to the election of officers and such tellers shall hold office until the next annual meeting of the Council. Marked ballots shall be collected at the International Headquarters for the Board of Tellers. The Board of Tellers shall certify the results of each election and notify the Executive Director and the President in writing within fifteen days (15) following certification of the balloting results.

Clause 3.   Majority.
A nominee shall be elected if he/she receives a simple majority of the votes cast.

ARTICLE VIII - MEETINGS

Section 8.1   Annual Meeting.
The time, place and duration of each annual meeting shall be determined by the Board of Directors two to five years in advance of the meeting.

Section 8.2   Notice of Meetings.
The time, place and duration of each annual meeting shall be announced to the Council membership at least twelve months in advance of the meeting.

Section 8.3   Special General Council Meetings.
Special general Council meetings for the discussion of urgent or emergency business which is not feasible to be accomplished by mail description and ballot may be called by the Board of Directors on their own initiative or at the request of not less than twenty percent (20%) of Council members in good standing. Such requests shall state in writing the reasons for the request and shall be addressed to the Executive Director. The Executive Director is responsible to notify the Council members eligible to attend at least thirty days prior to the special meeting.

Section 8.4   Board of Director's Meetings.
The Board of Directors shall approve an agenda and determine the frequency, location and duration of its own meetings.

Section 8.5   Quorum.
A quorum for the transaction of business at any annual meeting of members shall be a simple majority of the current membership present and voting at that meeting of the Council.

Section 8.6   Secretary to the Council. Maintenance of Records.
The Executive Director shall serve as secretary to the annual meeting, the special general Council meetings and the Board of Directors meetings. The Executive Director will be responsible for the maintenance of complete records for all Council meetings. In the absence of the Executive Director, the President or presiding office will appoint a secretary for the purpose of recording all transactions.

ARTICLE IX - DUES AND FEES

Section 9.1
The Board of Directors shall determine the schedule of fees. The Board of Directors shall review the schedule of dues and fees at least annually and notify the membership at least six months in advance of the effective date for any change in the schedule.

Section 9.2
All dues and fees are payable in the equivalent of the United States funds.

Section 9.3
Membership may be terminated as provided for elsewhere in these bylaws.

ARTICLE X - AMENDMENTS

Section 10.1
Any member may propose amendments to these bylaws. Such proposals shall be in writing and shall be considered at the next regular meeting of the Board of Directors and shall be presented to the Council membership for approval in accordance with the provisions of these bylaws.

Section 10.2
The Board of Directors may propose the repeal, amendment, or re-enactment of these bylaws of the Council not contrary to the Articles of Incorporation or the law. Every such bylaw and every such repeal, amendment or re-enactment thereof, shall be approved by a simple majority of the members eligible to vote at the business session of the annual meeting or by a majority of the Council members voting by mail ballot.

Section 10.3
Notice of any proposed amendments to these bylaws shall be submitted to the membership one month prior to the date of marking and returning mail ballots or one month prior to a floor vote of the annual business meeting.

Section 10.4
The Executive Director shall certify all members in good standing and shall prepare an appropriate number of ballots. The Board of Tellers shall certify the results of the vote and will notify the Executive Director and the President in writing, who in turn shall inform the Council membership of the results.

ARTICLE XI - GENERAL

Section 11.1   Contracts.
The Board of Directors shall establish policy as to which officer or officers, agent or agents, shall be authorized to enter into any contract or execute any instrument in the name of and on behalf of the Council, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent or employee of the Council by any contract or agreement shall pledge its credit or render it liable for any purpose or to any amount. No officer of the Council may execute, acknowledge or verify any instrument in more than one capacity.

Section 11.2   Bonding/Insured.
The Executive Director and his/her designated representatives shall be fidelity bonded or insured for a sum equal to the amount of the annual budget.

Section 11.3   Auditing.
The financial transactions of the Council be examined annually by a Certified Public Accountant. The Executive Director shall transmit this report to the Board of Directors who shall inform the membership of the financial condition of the Council. The Board at its discretion may request a "review" in lieu of a "full audit."

Section 11.4   Vacancies.
Clause 1.In the case of a vacancy in the office of President, the President-Elect, if available and in good standing, shall at once succeed to the office of President and shall serve for the remainder of the term in the capacity and shall continue in the office as President for the ensuing year.

Clause 2.If a vacancy occurs in the office of the President-Elect, the President-Elect-Elect shall immediately succeed to the office of President-Elect. If there is no President-Elect-Elect, or if such person is unable to serve, the Board of Directors shall appoint an acting President-Elect from the current membership who shall serve as President for the following year.

Clause 3.If a vacancy occurs in an at-large directorship, the Board shall appoint a Director from the current eligible membership who will fulfill the term of the Director being replaced.

Clause 4.If a vacancy occurs in a directorship elected by a region, the vacancy shall be filled by the vote of the governing body of that region unless the region's bylaws provide otherwise. The person so elected will fulfill the term of the Director being replaced.

Clause 5.If a vacancy occurs in the office of Past-President, the vacancy shall not be filled until the current President's term ends, but the Board of Directors may appoint a current member of the Board of Directors to replace the Past-President on the Executive Committee.

Section 11.5   Parliamentary Authority.
The latest edition of Robert's Rules of Order shall be the authority on all questions of parliamentary law and proceedings. This authority shall govern the Council in all cases to which the rules therein are applicable and in which the said rules are not inconsistent with the Articles of Incorporation and bylaws.

Section 11.6   Leadership.
The Board of Directors is responsible for the leadership of the Council as an International Organization, influencing and improving educational facilities. The Board of Directors shall consult with and recommend to the Council membership readjustments, extensions of existing programs and future projections of Council activities.

Section 11.7   Dissolution.
In the event of termination, dissolution or winding up of this corporation (Council) in any manner or for any reason whatsoever, its remaining assets, if any, shall be distributed to and only to one or more organizations described in Section 501(c) (3) of the Internal Revenue Code of 1954 as now or hereafter existing, amended, supplemented or superseded, as the case may be.

Section 11.8
The Council's fiscal year shall run from January 1 to December 31st annually.

ARTICLE XII - DEVELOPMENT FUND AND FOUNDATION

Section 12.1   Authority.
The Board of Directors shall be empowered to establish a Development Fund for the Council.

Section 12.2   Purpose.
The funds received from sustaining memberships, gifts specifically directed to the fund, and Development Fund investment interest shall be placed in the Development Fund and shall be used for charitable, scientific or educational purposes and to further the general purpose of the Council.

Section 12.3   Committee.
The Development Committee Chairperson and four members in good standing of the Council shall constitute the Development Fund Committee. The Chairperson shall be appointed by the President to a three-year term. The four members shall be appointed by the President to four-year staggered terms. These appointments shall be confirmed by the Board of Directors. The purpose of this Committee shall be to manage the Development Fund in such a manner as to further the aims and purposes of the Council. The Committee shall meet at least once a year during the CEFPI annual conference to develop and review policies, to determine the disbursement of funds, to approve new projects, and to provide guidance for the investment of the funds. The Committee shall work at the direction of the Board of Directors and shall report to the Board annually regarding committee actions and decisions.

Section 12.4   Foundation.
In addition to, or as an alternative to, a Development Fund, the Board may authorize the creation and funding of one or more separate charitable foundations to receive charitable contributions, grants, and other funds to be used for charitable, scientific or educational purposes and to further the general purpose of the Council.