AIA Cleveland Chapter Policies

Records Retention and Destruction Policy

Adopted February 12, 2016

Article 1: Purpose

In accordance with the Sarbanes-Oxley Act, which makes it a crime to alter, cover up, falsify, or destroy any document* with the intent of impeding, obstructing, or influencing the investigation or proper administration of any matter within the jurisdiction of any department or agency of the United States or any bankruptcy proceeding, this policy provides for the systematic review, retention, and destruction of documents received or created by AIA Cleveland (AIA CLE) in connection with the transaction of organization business. This policy covers all records and documents, regardless of physical form, contains guidelines for how long certain documents should be kept, and how records should be destroyed. The policy is designed to ensure compliance with federal and state laws and regulations, to eliminate accidental or innocent destruction of records, and to facilitate AIA CLE’s operations by promoting efficiency and freeing up valuable storage space.

Article 2: Document Retention

AIA CLE follows the document retention procedures outlined below. Documents that are not listed, but are substantially similar to those listed in the schedule will be retained for the appropriate length of time.

Article 3: Corporate Records

Article 9: Electronic Documents and Records

Electronic documents will be retained as if they were paper documents. Therefore, any electronic files, including records of donations made online, that fall into one of the document types on the above schedule will be maintained for the appropriate amount of time. If a user has sufficient reason to keep an email message, the message should be printed in hard copy and kept in the appropriate file or moved into an “archive” computer file folder. Backup and recovery methods will be tested on a regular basis but no less than annually. In the event AIA CLE has a voicemail system that allows the user to store and archive voicemail messages electronically with other electronic records of the organization, then if the user has sufficient reasons to keep a voicemail message, the message should be retained electronically with those files that relate to the subject matter of the voicemail and shall be disposed of in accordance with the schedule for “General Correspondence” described above. In the event AIA CLE does not have the capability to store electronically the voicemail messages, the user will reduce the message to writing and file it in any physical files that relate to the subject of the voice mail. The writing will be treated as “General Correspondence” and disposed of in accordance with the schedule above.

Article 10: Document Destruction

The AIA CLE Executive Director is responsible for the ongoing process of identifying its records, which have met the required retention period and overseeing their destruction. Destruction of financial and personnel-related documents will be accomplished by shredding.

Document destruction will be suspended immediately, upon any indication of an official investigation or when a lawsuit is filed or appears imminent. Destruction will be reinstated upon conclusion of the investigation.

Article 11: Compliance

Failure on the part of employees to follow this policy can result in possible civil and criminal sanctions against AIA CLE and its employees, and possible disciplinary action against responsible individuals. The Executive Director will periodically review these procedures with the organization’s certified public accountant (or legal counsel) to ensure that they are in compliance with new or revised regulations.

*A record or document is essentially any material that contains information about AIA CLE’s plans, results, policies or performance. In other words, anything about this organization that can be represented with words or numbers can be considered a business record.

Whistleblower Protection Policy

Adopted February 12, 2016

Article 1: Purpose

AIA Cleveland, A Chapter of The American Institute of Architects (AIA CLE) is open and accountable to its members and employees. The AIA CLE Board of Directors expects all AIA CLE volunteers (including, but not limited to board members and committee members), consultants and employees to obey the law and act ethically. It also expects employees to report honestly to their supervisors. It requires that volunteers, consultants and employees contact the Executive Director, Board President or other AIA CLE officers (as appropriate) about any activity that they think might violate law, policy, or ethical standards.

This policy is intended to cover serious concerns that could affect the AIA CLE. These include actions that:

 could lead to inaccurate financial reporting;

 are unlawful, such as fraud, theft, embezzlement, or other illegal activities;

 are inconsistent with policies or procedures;

 otherwise amount to serious misconduct, such as unethical business conduct, other inappropriate conduct, or concerns about employee health risks that are caused by or are otherwise under the control of AIA CLE officers.

 result in the destruction of documents in a manner inconsistent with AIA CLE records retention policy; or

 result in the inappropriate or illegal use of AIA CLE property (e.g., using AIA CLE property for personal gain).

The policy is intended to encourage and enable you and others to raise serious concerns within the AIA CLE before seeking action from outside sources.

Article 2: Protecting Your Confidentiality

Every effort will be made to protect your confidentiality, and AIA CLE will not tolerate harassment or retaliation of any sort against anybody submitting a report under this policy. While anonymous reports will be accepted, you are encouraged to identify yourself in order to strengthen the credibility of your report and to help the follow-up investigation. Malicious or knowingly false reports, however, may result in disciplinary action, up to and including termination of your employment or service as a volunteer.

Article 3: Reporting a Violation

You should follow these guidelines when reporting a violation under this policy:

 Where possible, if you are an employee, you should report the violation initially to the Chief Staff Executive. In most cases, the Executive Director should be in the best position to address an area of concern.

 If you are a volunteer, or if you are an employee who is not comfortable speaking with your supervisor about a violation, you are encouraged to speak with the Board President.

 Except under extraordinary circumstances, the Board President will be informed when a report is received. Other persons may also be notified on a need-to-know basis.

Article 4: Reporting Violations Concerning Fraud or Financial Matters

If the violation you are reporting has to do with fraud or financial misconduct, you may follow the procedures shown above. In the alternative, you may contact the Board Treasurer.

Article 5: Investigation and Report

The following guidelines apply to investigations:

 The Board President has specific and exclusive responsibility to investigate all reported violations. If the Board President finds it appropriate to recuse him/herself, he/she will retain impartial outside counsel or auditors to conduct the investigation.

 To the extent possible, your report will be acknowledged within 5 business days. You will also be informed about next steps and about when you may expect to hear more about the investigation of your reported allegations.

 The Board President will conduct a prompt investigation, while doing everything possible to keep your identity and role confidential. (You should be aware, however, that legal requirements or other circumstances may make it impossible to fully protect confidentiality in some cases.) You will be notified within 2 weeks if a broader investigation appears to be needed.

 You are not expected to prove the truth of your allegations. You should, however, be prepared to be interviewed (unless your report is anonymous) and to submit whatever evidence is available to support the allegations.

 The Board President will submit a written report, which will include a summary of the allegations and his or her recommendations, to the Executive Director, the Executive Committee and any members of the Board who have a reasonable need to review the report. You will be informed about the results of the report.

 Where appropriate, corrective action will be taken. The action taken will depend on how serious the pertinent violation is and may include such things as a warning, a letter of reprimand, suspension with or without pay, or termination of employment. In the case of a volunteer, corrective action may include such things as limitations on the volunteer’s opportunity to serve on AIA CLE committees, or the initiation of a complaint with the National Ethics Council, as appropriate.

Article 6: Contacts of AIA Officers

If the process described above is not followed after you have submitted a report, you may contact the Board President. If you are not comfortable contacting the President, you may contact the PresidentElect.

For More Information

If you have any questions, please contact the Executive Director or Board President.

Conflict of Interest Policy

Adopted February 12, 2016

Article I: Purpose

AIA Cleveland, A Chapter of The American Institute of Architects (AIA CLE), is a nonprofit, taxexempt corporation organized under the laws of the State of Ohio and eligible for tax-exempt status under Section 501(c)(6) of the Internal Revenue Code. The purpose of this Conflict of Interest Policy is to protect the interest of AIA CLE when it is contemplating entering into a transaction or arrangement, or taking an action that might benefit the Financial or Professional/Personal interest of a Leader (as defined below) of AIA CLE. The policy also informs the Leaders about what constitutes a Conflict of Interest, assists them in identifying and disclosing actual and potential conflicts, and helps them to avoid conflicts of interest where necessary.

Article II: Definitions

Compensation: Includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

Conflicts of Interest: May be either Financial or Professional/Personal in nature. A conflict exists when a Leader or his/her immediate family member’s Financial or Professional/Personal Interest could directly and significantly affect or give the appearance of affecting their ability to be objective and to exercise independent judgment in protecting the interests of AIA CLE.

Financial Interest: The Leader or his/her Immediate Family has, directly or indirectly, through business or other close personal relationship:

a. An ownership or investment interest in any entity with which AIA CLE has a transaction or arrangement; or

b. A Compensation arrangement with AIA CLE or with any entity or individual with which AIA CLE has a transaction or arrangement; or

c. A potential ownership or investment interest in, or Compensation arrangement with, any entity or individual with which AIA CLE is negotiating a transaction or arrangement.

Immediate Family: Spouse, dependent children, and other persons living in the same household.

Interested Person: Any director, officer, member of a committee or staff member with powers delegated by the AIA CLE Board, who has a Conflict of Interest, as defined above, is an interested person.

Leader: An officer, director,

Professional/Personal Interest: The Leader or his/her Immediate Family holds a position, paid or unpaid, as director, officer, partner, trustee, or any other significant decision-making position with an entity that competes or takes public positions contrary to those of AIA CLE.

A Financial or Professional/Personal Interest is not necessarily a Conflict of Interest. Under Article III, Section 2, a person who has a Financial or Professional/Personal Interest may have a Conflict of Interest only if the AIA CLE Board decides that a Conflict of Interest exists.

Article III: Procedures

A. Duty to Disclose

1. In connection with any actual or potential Conflict of Interest, an interested person must disclose the existence of the Financial or Professional/Personal interest, and be given the opportunity to disclose all material facts to AIA CLE. Any such disclosure shall be in writing to the Executive Committee for an initial finding of whether a Conflict of Interest exists.

B. Determining Whether a Conflict of Interest Exists

1. The Executive Committee shall make an initial finding as to whether a Conflict of Interest exists. The Executive Committee shall report initial findings of any actual, apparent or potential Conflicts of Interest to the Board. If the interested person disagrees with the finding, he/she may present the matter to the Board of Directors. After disclosure of the interest and all material facts, and after any discussion with the interested person, he/she shall leave the Board meeting while the determination of whether a Conflict of Interest exists and whether or not the conflict should be waived is discussed and voted upon by the remaining Board.

C. Procedure for Addressing the Conflict of Interest

1. An interested person may make a presentation at the Board of Director’s meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on how to address the Conflict of Interest.

2. The presiding officer or chair of the Board shall, if appropriate appoint a disinterested person or committee to investigate alternatives to the situation.

3. After exercising due diligence, the Board shall determine whether AIA CLE can obtain with reasonable efforts a more advantageous transaction, arrangement, or representation from a person or entity that would not give rise to an actual, potential or apparent Conflict of Interest.

4. If a more advantageous transaction, arrangement or representation is not reasonably possible under circumstances not producing a Conflict of Interest, the Board shall determine by a majority vote of the disinterested Board members whether the transaction or arrangement is in AIA CLE’s best interest, for its own benefit, and whether it is fair and reasonable.

5. Violations of the Conflict of Interest Policy

a. If the Board has reasonable cause to believe a member has failed to disclose actual or potential conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the member has failed to disclose an actual or potential Conflict of Interest, it shall take appropriate disciplinary and corrective action.

Article IV: Record of Proceedings

The minutes of the Board, Executive Committee and all committees with Board-delegated powers shall contain:

A. The names of the persons who disclosed or otherwise were found to have an actual or potential Conflict of Interest, the nature of the interest, any action taken to determine whether a Conflict of Interest was present, and the governing board’s or committee’s decision as to whether a Conflict of Interest in fact existed; and

B. The names of the persons who were present for discussions and votes relating to the proceedings, the content of discussion, including any alternatives, and a record of any votes taken in connection with the proceedings.

Article V: Compensation

A. A voting member of the Board who receives Compensation, directly or indirectly, from AIA CLE for services is precluded from voting on matters pertaining to that member’s Compensation.

B. A voting member of any committee whose jurisdiction includes Compensation matters who receives Compensation, directly or indirectly, from AIA CLE for services is precluded from voting on matters pertaining to that member’s Compensation.

C. No voting member of the Board or any committee whose jurisdiction includes Compensation matters and who receives Compensation, directly or indirectly, from AIA CLE, either individually or collectively, is prohibited from providing information to any committee regarding Compensation.

Article VI: Annual Statements

A. Each Leader with Board-delegated powers shall annually sign a statement which affirms such person:

B. Has received a copy of the Conflict of Interest Policy;

C. Has read and understands the policy;

D. Has agreed to comply with the policy; and

E. Understands AIA CLE is a non-profit corporation and, in order to maintain federal tax exemption, it must engage primarily in activities which accomplish one or more of its taxexempt purposes.

Article VII: Periodic Reviews

A. To ensure that AIA CLE operates in a manner consistent with its charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted by the Executive Committee or its designee. The periodic reviews shall, at a minimum, include the following subjects:

1. Whether Compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm’s length bargaining.

2. Whether partnerships, joint ventures, and arrangements with management organizations conform to AIA CLE’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further legitimate purposes, and do not result in inurement or impermissible private benefit.

Article VIII: Use of Experts

A. When conducting the periodic reviews as provided for in Article VII, AIA CLE Board of Directors or Executive Committee may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring that periodic reviews are conducted.

Article IX: Other Conflicts of Interest

A. Each principal officer, director and member of a committee with Board-delegated powers has fiduciary duties and other responsibilities to the AIA CLE. Each such individual is subject to such duties and responsibilities, whether they arise from federal, state or other law, from AIA CLE’s Bylaws or Rules of the Board, from Board-approved policies or other actions of the Board, or from other sources. This policy shall apply to any situations in which any Leader with Board-delegated powers has an actual or apparent conflict between his/her Financial or Professional/Personal Interests and his/her fiduciary duties or other responsibilities to AIA CLE. All such actual or apparent Conflicts of Interest shall be disclosed to the AIA CLE Executive Committee, who shall make an initial finding and report to the Board and ensure that they are considered and resolved in a fair and expeditious manner.

ACKNOWLEDEGEMENT AND DISCLOSURE FORM

Submit this form annually to the AIA Cleveland Executive Committee.

I have received, read and understand the Conflict of Interest Policy of AIA Cleveland, A Chapter of The American Institute of Architects (AIA CLE) set forth above, and agree to comply fully with its terms and conditions at all times during my service as a Leader of AIA PA. I understand AIA CLE is a non-profit corporation and, in order to maintain its federal tax exemption, it must engage primarily in activities which accomplish one or more of its tax-exempt purposes. If at any time following the submission of this form, I become aware of any actual or potential conflicts of interest, or if the information provided below becomes inaccurate or incomplete, I will promptly notify the AIA CLE Executive Committee in writing.

Disclosure of Actual or Potential Conflicts of Interest (list below):

Signature: ______________________________________________

Printed Name: ___________________________________________

Date: _____________

Compensation and Benefits Policy

Adopted February 12, 2016

Article I: Purpose

This policy applies to the compensation and benefits of the Chief Staff Executive.

A. The process includes all of these elements (1) review and approval by the Compensation Committee of the Chapter, comprised of the president, the immediate past president and the vice president/president-elect, (2) use of data as to comparable compensation and benefits; and (3) contemporaneous documentation and recordkeeping.

1. Review and Approval – The compensation of the person is reviewed and approved by the Compensation Committee of the Chapter, provided that persons with conflicts of interest with respect to the compensation arrangement at issue are not involved in this review and approval.

2. Use of Data as to Comparable Compensation – The compensation and benefits of the Chief Staff Executive are reviewed and approved using data as to comparable compensation and benefits for similarly-qualified persons in functionally comparable positions at similarly situated organizations.

3. Contemporaneous Documentation and Recordkeeping – There is contemporaneous documentation and recordkeeping with respect to the deliberations and decisions regarding compensation arrangement.

Gift Acceptance Policy

Adopted February 12, 2016

Article 1: Purpose

A. The purpose of this gift acceptance policy is to give guidance and counsel to those individuals within the American Institute of Architects, Cleveland Chapter (AIA CLE) concerned with the planning, promotion, solicitation, receipt, acceptance, management, reporting, use, and disposition of private sector gifts of philanthropic intent.

B. These policies must be viewed as flexible and realistic in order to accommodate unpredictable situations as well as donor expectations, as long as such situations and expectations are consistent with AIA CLE’s mission and policies. Flexibility must be maintained since some gift situations will be complex, and proper decisions can be made only after careful consideration of all related factors. These policies may, therefore, require that the merits of a particular gift be considered by the appropriate staff and/or committee of the Board along with legal counsel and directors if necessary.

C. All fundraising activities and gift acceptance policies, and their day-to-day implementation, are designed and managed by the Executive Director in conjunction with the appropriate staff, and are subject to approval by the Board.

D. The Board, through the finance committee and the Executive Director, is responsible for the gift acceptance policy. This responsibility cannot be delegated or waived. These policies and authorizations shall be reviewed by the Board as circumstances warrant.

Article 2: Policy Statements

A. Board Acceptance of Gifts

1. The Board shall exercise its public trust, as mandated by statute, in making final decisions for the acceptance of all gifts and grants and for any exception to its policies and guidelines. Gifts and gift instruments may be received by the Executive Director but can be accepted officially only by the Board as managers of the public trust.

2. AIA CLE shall accept only those gifts the transference and implementation of which shall be deemed consistent with the public laws and/or regulations of the United States of America and the State of Ohio.

B. Philanthropic Intent

1. The Board shall determine that gifts to AIA CLE are evidence of philanthropic intent and that the donor’s philanthropy is in accord with the stated mission and goals of AIA CLE. The purpose is to prevent AIA CLE from being an object of philanthropic intent for either designed or innocent avoidance of taxes, prejudiced purposes, or evaluation of gifts without generous, advanced, objective, experienced evaluation.

C. Ethics

1. The Board shall assure itself that all philanthropic promotions and solicitation are ethical by adopting policies that prohibit AIA CLE personnel from benefiting personally by way of commissions or other devices related to gifts received.

D. Review Legal Arrangements

1. Legal counsel retained by AIA CLE shall, as required, review legal documents, contracts, and all donor agreements. AIA CLE shall seek the advice of legal counsel in all matters pertaining to its planned giving program. All agreements shall follow the formats of the specimen agreements to be approved by legal counsel unless counsel has agreed in writing to a change for a specific agreement.

2. AIA CLE shall encourage donors to seek their own counsel in matters relating to their bequests, life income gifts, tax planning, and estate planning. All legally binding documents involving gifts in amounts as determined by the board shall be prepared and/or reviewed by counsel retained by the donor, to avoid any conflict of interest or undue influence. Alternatively, a donor may sign a document prepared by AIA CLE, releasing AIA CLE from any liability and waiving any conflict.

E. Professional Fees

1. While AIA CLE is happy to offer assistance to attorneys and other professional advisors by providing specific language to be used in charitable giving instruments, it cannot pay any attorney’s or advisor’s fees associated with this work.

F. Unacceptable Gifts

1. AIA CLE reserves the right to refuse any gift that is not consistent with its mission. In addition to and without limiting the generality of, the following gifts will not be accepted by AIA CLE:

b. Gifts that violate any federal, state, or local statute or ordinance

c. Gifts that contain unreasonable conditions (e.g., a lien or other encumbrance) or gifts of partial interest and property

d. Gifts that are financially unsound

e. Gifts that could expose the AIA CLE to liability

G. Stewardship

1. AIA CLE will be responsible for good stewardship toward its donors by following these guidelines:

a. All gifts will be acknowledged within the required, or otherwise reasonable, period of time.

b. All gift acknowledgment letters/receipts will be prepared by the Executive Director or his or her designee.

c. Gifts to AIA CLE shall be reported in a manner consistent with the standards recommended by the Association of Fundraising Professionals (AFP) or the National Council on Planned Giving (NCPG).

d. Files, records, and mailing lists regarding all donors and donor prospects are maintained and controlled by AIA CLE. Maximum use will be made of information and contacts that members of the Board, various volunteer groups, or the staff have with potential donors. Written reports of interviews and solicitations will be maintained in the donor prospect file and/or computer.

e. This information is confidential and is strictly for the use of AIA CLE Board and staff. Use of this information shall be restricted to organization purposes only. Donor has the right to review his or her donor fund file(s).

f. AIA CLE will provide the donors of endowed scholarships with appropriate information about the recipients of scholarship assistance.

g. h. i.

Should the gift be restricted, AIA CLE will provide the donor with a narrative and financial report detailing the activities made possible by their support. This report will be submitted to the donor within 30 days of the completion of the underwritten activities.

Gifts to AIA CLE and accompanying correspondence will be considered confidential information, with the exception of the publication of donor recognition societies. All donor requests for confidentiality will be honored.

Names of donors will not be provided by AIA CLE to other organizations, nor will any lists be sold or given to other organizations.

H. Conflict of Interest

1. The AIA CLE Board will assure itself that AIA CLE personnel are circumspect in all dealings with donors in order to avoid even the appearance of any act of self-dealing. The Board will consider a transaction in which the employee has a “material financial interest” with a donor an act of self-dealing. In reviewing self-dealing transactions, the Board shall consider financial interest “material” to an employee if it is sufficient to create an appearance of a conflict. In each case, this will be a question of fact.

2. The Board will examine all acts of self-dealing including, but not limited to prohibition against personal benefit. Those individuals who normally engage in the solicitation of gifts on behalf of AIA CLE shall not personally benefit by way of commission, contract fees, salary, or other benefits from any donor in the performance of their duties on behalf of AIA CLE. (The definition of individuals includes each of the categories of employees of AIA CLE. Individuals are further defined to include associations, partnerships, corporations, or other enterprises in which a member of the staff holds a principal ownership interest.)

I. Conformity to Federal and State Laws

1. The Board will assure itself that fundraising activities comply with local, state, and federal laws.

2. Gift Valuations

a. AIA CLE shall follow accepted guidelines for the valuation of gifts such as stock, real estate, personal property, and life insurance that require specific methods of valuation for the protection of both the donor and AIA CLE.

b. Gifts of art, furniture, books, stamps, coins, and other collections must have values assessed by properly accredited independent appraisers retained by potential donors for appropriate gift tax credit. AIA CLE shall acknowledge receipt of such properties but must not verify values.

J. Required Reporting of Gifts to the Internal Revenue Service

1. Should AIA CLE sell, exchange, or otherwise dispose of any gift (other than checks, cash, or publicly traded stocks or bonds), within two years after the date of the gift, AIA CLE will furnish the Internal Revenue Service and the donor with a completed Form 8282.

Joint Venture Policy

Adopted February 12, 2016

Article 1: Purpose

The purpose of this Joint Venture Policy is to give guidance and counsel to those individuals within the American Institute of Architects, Cleveland Chapter (AIA CLE) concerned with any joint ownership or contractual arrangement through which there is an agreement to jointly undertake a specific business enterprise, investment, or exempt-purpose activity. This policy requires that AIA CLE evaluate its participate in joint venture arrangements in compliance with Internal Revenue Service guidelines under Federal tax law and take steps to safeguard AIA CLE’s exempt status with respect to such arrangements.

Article 2: Activities Subject to this Policy

This policy applies to any joint ownership or contractual arrangement undertaken through a limited liability company, partnership, or other entity through which there is an agreement to jointly undertake a business venture, investment, joint ownership of any asset, or exemptpurpose activity as further defined in this policy.

Article 3: Approval and Management of Joint Activities

Before making any decisions to participate in a joint venture, AIA CLE will: (a) negotiate in its transactions and arrangements with other members of the venture or arrangement such terms and safeguards adequate to ensure that AIA CLE’s tax-exempt status is protected; and (b) take steps to safeguard AIA CLE’s tax-exemption from federal income tax with respect to the venture or arrangement. Terms shall be in writing in the operating agreement of the joint venture and shall include the following minimum requirements:

A. Safeguards to Ensure Exempt Status Protection

1.Some examples of safeguards include:

a. Control over the venture or arrangement sufficient to ensure that it furthers the tax-exempt purpose of the organization;

b. Requirements that the venture or arrangement gives priority to exempt purposes over maximizing profits for the other participants;

c. that the venture or arrangement not engage in activities that would jeopardize AIA CLE’s tax-exemption; and (iv) that all contracts entered into with the organization be on terms that are arm’s length or more favorable to AIA CLE.

2. With respect to any whole join venture (this is, a joint venture in which AIA CLE contributes substantially all of its assets to the enterprise), AIA CLE’s control over the joint venture through fifty-one percent (51%) or more of the voting rights and/or veto power.

3. With respect to any ancillary joint venture (this is, a joint venture to which a portion of AIA CLE’s resources are contributed), AIA CLE would, at minimum maintain sole control over the tax-exempt aspects of the joint venture and would have voting and ownership interests in the joint venture that are consistent with AIA CLE’s capital contributions.

B. Disregarded Conditions

1. A venture or arrangement is disregarded if it meets both of the following conditions: 95% or more of the venture’s income for its tax year ending within AIA CLE’s tax year is excluded from unrelated business income taxation [including but not limited to: (i) dividends, interest, and annuities; (ii) royalties; (iii) rent from real property and incidental related personal property except to the extent of debt-financing; and (iv) gains or losses from the sale of property]; and

2. The primary purposes of AIA CLE’s contribution to, or investment or participation in, the venture or arrangement is the production of income or appreciation of property.

3. Where there is any question as to whether a particular joint venture may pose a risk to AIA CLE’s tax-exempt status, a decision to enter into such joint venture will be made only in consultation with legal and/or tax counsel.

Diversity & Inclusion Policy

Adopted May 13, 2016

Article 1: Purpose / Activities Subject to this Policy

In order to “encourage and celebrate the contributions of those who bring diverse experiences, views, and needs into the design process,” per AIA National, it is AIA Cleveland policy that awards, juries, speaker panels, exhibitions, and Chapter programs as well as events and activities that represent the chapter to the public endeavor to be diverse and inclusive according to AIA definitions. AIA Cleveland will encourage diversity participation and inclusiveness on the Board of Directors and other positions within the organization. The diversity and inclusion efforts will not be limited to any opportunities explicitly described here and will include any and all programs that further support the efforts of diversity within the profession and AIA Cleveland.

Article 2: Statements and Definitions posted on the AIA National website

AIA Public Policy

“Leadership in design and construction requires collaboration. Architects must encourage and celebrate the contributions of those who bring diverse experiences, views, and needs into the design process.”

AIA Position Statements

Civil Rights: “The AIA supports the protection of the human dignity and self-worth of all persons and calls for fair, impartial, unbiased, and non-prejudicial treatment of all persons in every employment, social, and business transaction.”

Diversity: “Diversity is a cultural ethos embraced by AIA membership to foster inclusion, service, and a quality of life in celebration of all communities in our society . This regardless of race, ethnicity, gender, national origin, religion, physical ability, sexual orientation or identity, age, geography, intellectual or practice area.”

AIA Definitions

Diversity is the mix of race, ethnicity, gender, national origin, religion, physical ability, sexual orientation, age, practice, geography, programs and organizations. This mixture brings a richness of perspectives, talents and ideas to the AIA and the profession.

Inclusiveness is the intentional act of being open, reaching out, removing barriers, and creating an environment so that all members of an organization can achieve their fullest potential.

Representation is the count and proportion of groups of individuals by demographic characteristics such as race, ethnicity, gender, national origin, religion, physical ability, sexual orientation, age, practice, geography, programs and orientation

Diversity Management is a skill or competency building process to equip the AIA and its members to manage the strategic mixture that involves differences or complexities including people, programs and organizations.

Financial Procedures Policy Manual

Adopted July 15, 2016

Revised and Board Approved December 9, 2022

I. GENERAL

A. The Board of Directors formulates financial policies, delegates administration of the financial policies to the Executive Director, and reviews operations andactivities.

B. No member, officer, director, committee, commission, employee or agent of the Chapter, shall have any right, authority or power to expend any money of the Chapter, incur any liability for or in its behalf, or make any commitment that will or may be deemed to bind the Chapter to an expense or liability unless such expenditure, liability or commitment has been budgeted and authorized by the Executive Committee or a specific resolution at a meeting of the Chapter.

C. The Executive Committee shall not expend or authorize expenditures in any fiscal year that exceed the estimated income of the Chapter for the year unless specifically authorized to do so (by two-thirds majority vote) at a duly called meeting of the members (provided, however, that the Executive Committee may enter into leases and employment contracts for terms longer than one year and may set aside a reserve to be funded with a portion of the Chapter’s income in one or more fiscal years, which may be expended in subsequent years without regard to estimated or actual income or expenditures for such years).

D. The Executive Director has management responsibility including financialmanagement.

E. Financialdutiesand responsibilities must be separated sothat noone employee hassole control over cash receipts; disbursements; payroll; reconciliation of bank accounts; etc. The team of the Executive Director, Bookkeeper, Treasurer and Accountant are to provide normal checks and balances on the fiscal system.

F. A blanket employee and board dishonesty coverage, both in the amount of $100,000, shall be maintained.

G. Professional financial service providers will be established annually. These include accounting software, payroll services, Certified Public Accountant, general liability insurance, Directors and Officers Insurance, checking, Money Market, investment accounts, retirement services, and auditors.

H. The Executive Director will maintain a current and accurate log of the chart of accounts.

I. Only the Executive Committee shall have any authority to accept any gift for or on behalf of this Chapter; it shall not accept any gift that will not promote the objects and purposes of this Chapter, or that will place an undue financial or other burden on thisChapter.

J. These policies and procedures will be reviewed annually by the chapterTreasurer.

K. The Treasurer will reviewfinancial statements monthly and the Board will review the financial statements at least quarterly and operating budget monthly. The Treasurer will show trending graphics quarterly.

L. The chapter fiscal year of this chapter shall be January 1 to December 31.

M. It is a goal of the chapter to keep at least four to sixmonth’s operating expenses in the checking account or within a board-approved investment account that is relatively liquid and low risk. The board can consider longer-term investments with additional reserve monies (within nonprofit requirements) as long as these are conservative investments with lowrisk.

N. The Executive Director will maintain the chapter’s IRS-status as a non-profit and will manage internal and external requirements as required by the IRS.

O. Financial and other stored items are to be discarded per industry standard. At minimum, items are to be keep eight years or until accounts arereconciled.

P. This Chapter shall not have any title to or interest in any property of the Institute nor be liable for any debt or other pecuniary obligation of the Institute. The Institute shall not have any title to or interest in the property of this Chapter, and the Institute shall not be liable for any debt or other obligation of this Chapter.

II. CASH RECEIPTS

A. The Executive Director opens any mail addressed to the chapter or without a specific addressee. Checks received are recorded in the accounting system as either a paid invoice or sales receipt and are recorded into the account ledger.

B. Once checks are recorded as a receivable, deposits are made weekly or as often as necessary. The Executive Director prepares these deposit slips.

C. A daily Deposit Summary is generated by the accounting system and printed out. The Deposit Summary includes the source and amount of the receipt as well as the total daily deposit amount. The deposit receipt is attached to the Deposit Summary and verified online by the Executive Director via the Chapter’s bank website.

D. All deposits are reconciled monthly by the chapter third party Bookkeeper and verified by the Treasurer.

E. Chapter dues are received from AIA National via ACH to the checking account. Executive Director downloads the dues report monthly for reconciliation by third-party Bookkeeper and verified by the Treasurer.

F. Executive Director receives notification from AIA National when any other income, such as electronic document income or grant monies, is being deposited into the checking account. The Executive Director printsa report that is reconciled monthly by the third-party Bookkeeper.

G. Cash will be forwarded to the committee or staff member handling cash for the event, who will complete deposit slips, to be verified and co-signed by the Event Chair, in duplicate. Receipts and deposit slip will be placed in an envelope to be taken for deposit at the Chapter’s bank. The Executive Director will verify deposited cash funds prior to sealing the envelope and making the deposit in person. The Executive director is to reconcile tickets sold with cash received.

H. All receipts will be deposited intact. No disbursements will be made from cash or check receipts prior to deposit.

I. The Bookkeeper will record each cash payment received in the accounting software as a sales receipt with a duplicate receipt for the payer. The Executive Director will verify Cash amount and it shall be locked in a secure location until taken to the bank. When cash exceeds $1000 the total is to be verified by the Executive Director and another Boardmember.

J. The Executive Director, Bookkeeper, & Treasurer will receive a copy of all deposit reports from the bank for review.

K. Asneededorrequired,thechapterTreasurerwilltransfermoniesbetweenthecheckingaccount and the money market savings account to maintain balances.

III. CASH DISBURSEMENTS

A. CHECK AUTHORIZATION

1. No disbursements of Chapter funds will be made unless by check or electronictransfer.

2. All invoices will be immediately forwarded to the Executive Director who will review all invoices for mathematical accuracy, validity, conformity to the budget (or other board authorization).

3. Prior to payment, all invoices will be approved (indicated by initialing) by the Executive Director, who will code the invoice with an appropriate expense or other chart of accounts line-item number.

a. By approving an invoice, the Executive Director indicates that it has been reviewed by the Executive Director and authorizes a check.

b. The Executive Director will ensure that all conditions and specifications on a contract or order have been satisfactorily fulfilled, including inventorying items received against packing slip counts. The Executive Director is responsible for timely followup on discrepancies and payment.

4. Approved invoices will be entered into the accountingsystem.

5. The Executive Director will prepare checks on a weekly basis, or asneeded.

6. Authorized signers on the AIA Cleveland accounts include the current chapter President, President-Elect, Immediate Past-President and Treasurer. Two of these signatures are required on every chapter check. The bookkeeper is to notify the Treasurer if checks are deposited without two signatures.

B. CHECKS

1. The Executive Director will be responsible for all blank checks. These shall be stored securely. Check numbers will be accounted for (i.e., voided, cancelled, issued,etc.).

2. All checks (with the exception of direct deposit payroll items) will be signed by the authorized signers. In no event should the Executive Director be an authorized signature.

3. The Executive Director will generate checks for approved invoices through the accounting system.

4. Voided checks will have "VOID" written boldly in ink on the face and have the signature portion of the check torn out. Voided checks will be kept onfile.

5. In no event will:

a. Invoices be paid unless approved by an authorized signer and the Executive Director.

b. Blank checks (checks without a date or payee designated) be signed inadvance.

c. Checks be prepared on verbal authorization, unless approved by the Executive Director, current chapter President, or Treasurer.

6. Inthe eventthat it isnecessary toissuea duplicate check forchecksinan amount over$25, a stop payment will be ordered at the bank on the originalcheck.

C. BANK RECONCILIATIONS

1. Bank statements will be downloaded online monthly by the ExecutiveDirector.

2. The chapter third-party bookkeeper will reconcile the bank statementmonthly.

3. The bookkeeper shall verify the reconciliation of the bank accounts on at least a monthly basis.

4. On all checks outstanding over 90 days, the Executive Director should take appropriate action with a follow-up call. If the amount is not otherwise resolved, then the amount will be submitted to the State of Ohio Division of Commerce UnclaimedFunds.

IV. ACCOUNTS RECEIVABLE

A. The Executive Director is responsible for the preparation of invoices for all Chapter sponsorships. The Executive Director is also responsible for the preparation of all other invoices and sales receipts including document orders, Continuing Education, Chapter Meetings, etc.

B. Aged receivables are reviewed monthly by the Executive Director and are reviewed by the ExecutiveDirector andChapterTreasurer annuallytoensurethat receivables havea reasonable expectation of being collected and any necessary steps are to ensure collection. If any receivable is deemed uncollectable, it will be voided by the chapter third party bookkeeper after written approval by the Executive Director.

V. CREDIT CARD PURCHASES

A. Chapter credit cards shall be limited to no more than three in number and authorized on an annual basis by the board of directors. The purchase of authorized airline tickets and other authorized business expenditures may be made by other employees or selected board members using the Chapter credit card. In every case of credit card usage, the individual charging to the account will be held personally responsible in the event that the charge is deemed personal or unauthorized. TheExecutive Director shall review these expensesand reconcile the credit card statements. Authorized credit card expenditures are only those expenses authorized as described below, in paragraph B.

B. Board or Executive Director authorized uses of the credit cardinclude:

1. Airline or rail tickets (at coach class or lower rates) for properly authorized Chapter business trips.

2. Car rental charges (for mid-size or smaller vehicles) for properly authorized Chapter business trips.

3. Properly authorized expenditures for which a credit card is the only allowed method of payment.

4. Chapter business telephone calls.

5. Offsite hotel accommodations.

6. Properly authorized entertainment at a rate which is consistent with the employee’s level of responsibility within, or on behalf of AIA Cleveland and within the limits of the approved budget.

C. Chapter Treasurer will review the credit card statement monthly.

D. Receipts should be compiled and submitted with an expense report. Where no receipt is available, a credit card statement will suffice when submitted with an expensereport.

E. Unauthorized use of the credit card includes:

1. Personal or non-business expenditures of any kind.

2. Expenditures which have not been properly authorized.

3. Meals, entertainment, gifts, or other expenditures which are prohibited by:

a. AIA Cleveland budget and/or policies.

b. Federal, state, or local laws or regulations.

c. Grant conditions or policies of the entities from which AIA Cleveland receives funds.

F. Every instance of credit card use must be documented with travel authorizations, receipts, individuals paid for nature of business, etc. before the expense will be considered authorized and will be approved for reimbursement according to thefollowing:

1. Lodging - Provide an itemized receipt from the hotel detailing every charge and the name of the person(s) for whom lodging was provided.

2. Meals/Entertainment - Provide a receipt showing separately the cost for food/beverage and gratuities and including the names of every person for whom food or beverage was provided and the specific business purpose which was furthered by theexpenditure.

3. Other Expenditures - A receipt from the vendor detailing every individual good or service purchased (including class of service for commercial transportation) accompanied by an explanation of the specific business purpose which was furthered by each expenditure.

IV. PURCHASING

A. PURCHASES UP TO $5,000

1. All purchases up to $5000 must be approved in advance by the Executive Director who is responsible to know if the expenditure is within the budget and guidelines.

B. PURCHASES OVER $5,000

2. All purchases including services over $5000 must be approved in advance by the Board of Directors either by approval as a budget item or by vote of approval if not previously included in the approved yearly budget.

V. TRAVEL & EXPENSES

A. Employees and board members will be reimbursed for travel and other related expenses in accordance with the above guidelines.

VI. CONSULTANTS

A. Consideration will be made of internal capabilities to accomplish services before contracting for them.

B. Written contracts clearly defining work to be performed, terms and conditions will be maintained for all consultant and contract services.

C. The qualifications of the consultant and reasonableness of fees will be considered in retaining consultants.

D. Consultant services will be paid for as work is performed or as delineated in thecontract.

E. AllconsultantcontractsrequireapprovalbytheBoardofDirectors. Anycontractnotapproved by the Board of Directors will be considered unauthorized.

F. 1099 returns for consultants will be prepared at year-end. W-9 Forms must be obtained prior to payment being made to the consultant or other independent contractor. 1099 returns shall be sent tothose who havecontributed services, beyond member volunteerism, at its fair-market value. TheExecutiveDirectorshalltrackthevalueofdonatedservicesviainvoiceequivalents.

VII. PROPERTY A. EQUIPMENT

1. Equipment shall be defined as all items (purchased or donated) with a unit cost of $500 or more and a useful life of more than one year.

2. To the extent that the outside accountant can maintain its independence, the outside accounting firm will assist in the management of an inventory log; which shall list a description of the item, date of purchase or acquisition, price or fair value of the item and its location.

3. The Chapter’s accountant will assist in the preparation of a depreciation schedule annually for the financial statements, but only to the extent that the accountant can maintain its independence.

4. The Executive Director will record all equipment in the accounting system. An entry must be made whenever property is disposed of or acquired. To confirm this equipment list, a physical inventory will be taken at the end of each year.

VIII. LEASES A. REAL ESTATE

1. The Executive Director will review leases prior to submission to the Board of Directors for approval.

2. All leases, clearly delineating terms and conditions will be approved by the Board of Directors and signed by the chapter President.

3. The Executive Director will keep a copy of each lease onfile.

4. The Consulting Bookkeeper will be notified of each lease and lease specifications and will make proper general journal entries for same.

5. When a lease is within two years of completion or renewal, the chapter is to create a task force to look at options. If new office space is required, this task force is to negotiate, with for board approval, on the new space and itsrenovation.

B. EQUIPMENT

1. The Executive Director will review all leases.

2. All leases, clearly delineating terms and conditions will be approved and signed by the Executive Director.

3. The Executive Director will keep a copy of each lease onfile.

4. The Consulting Bookkeeper will be notified of each lease and lease specifications and will make proper general journal entries for same.

IX. INSURANCE

A. Reasonable, adequate coverage will be maintained to safeguard the assets of the chapter. Such coverage will include property and liability, directors and officers, worker’s compensation, employee dishonesty and other insurance deemed necessary.

B. The Executive Director will carefully review insurance policies beforerenewal.

C. The Executive Director will maintain insurance policies in insurance files.

D. Insurance policies will correspond to the calendar year whenever possible.

E. The Executive Director will prepare and maintain an insuranceregister.

X. BOOKS OF ORIGINAL ENTRY

A. Adequate documentation will be maintained to support all general journalentries.

B. At the end of each month, the chapter third party bookkeeper will prepare a Balance Sheet, and Statement of Activities, including a profit and loss and cash flow report, that will be reviewed by the Executive Director.

C. The Statement of Activities report to be prepared by the Chapter Treasurer will include a comparison to the budget.

D. AIA Cleveland will maintain its accounting records on the cash basis in a manner that facilitates the preparation of audited financial statements conforming to generally accepted accounting principles. Year-end adjusting journal entries will be made to adjust the books and records to the accrual method of accounting.

XI. BUDGETS

A. The chapter Treasurer will prepare the annual budget which shall be approved by the Board of Directors by two-thirds vote no later than January 1 of the chapter fiscal year. Any expenses outside of the approved budget to be approved by the board.

B. The Executive Director will ensure that the budget is on file.

C. The Board of Directors must approve all proposed changes in the annualbudget.

XII. LOANS

A. The Board of Directors will approve loans.

B. A promissory note will be prepared and signed by the current chapter President and Treasurer before funds are borrowed.

XIII. OTHER

A. NON-PROGRAM INCOME

1. Donations of cash and non-program related income will be separately accountedfor.

B. FINANCIAL PROCEDURES

1. Financial procedures will be reviewed annually by the current Treasurer. The Board of Directorsmustapprovechangestothefinancialproceduremanualpriortoimplementation.

C. FORM 990 and 990T

1. To the extent that the outside independent accounting firm can maintain its independence, Forms 990 and 990T forms will be completed by an outside independent accounting firm and will be signed by the Executive Director. The chapter should aim to complete this form by its May 15th deadline when possible. Extensions can be taken to August 15 and November 15.

2. Forms 990 and 990T will be made available for review by the Board ofDirectors.

3. Forms 990 and 990Twill be retained on file by the Executive Director, both electronically andhardcopies, anda copy ofAIACleveland’ Forms 990and 990T will be made available for chapter member inspection and/or copying. Proof of electronic filing will be submitted to the Treasurer.

4. The Executive Director will file state taxes online with the Ohio AttorneyGeneral.

D. AUDITS

1. The Board of Directors shall contract at least every four years or with a change in person at the Board Treasury position with an independent auditing firm a full audit of the books and review the books in each year between audits. Audits and reviews are to be prepared in January-February using year-end financial data from AIA national and from the bank. When a planned audit is to be scheduled, notify the accountant a full year in advance, take appropriate preparation steps as advised by the accountant, and create an audit committee of the executive officers of the chapter.

E. PETTY CASH

1. Petty cash should not exceed $200, or such other amount as authorized in writing by the Board of Directors.

2. Expenditures are to be approved by the Executive Director.

3. Balance to be replenished as needed.

F. PAYROLL

1. A third-party payroll service will be used.

2. The Executive Director will authorize payroll every two weeks.

3. Adjustments to payroll will only be made when authorized by the Executive Committee.

4. Payroll records are retained as defined by the chapter Records RetentionPolicy.

5. A third-party service will process and remit all taxes withheld. Third party service will complete all payroll tax reports with the exception of the Ohio Workers’ Compensation Report. This will be completed by the Chapter third partyaccountant.

6. Payroll is reconciled monthly by the Chapter third party accountant.

7. All Qualified Employee Benefit Plans shall comply with the Internal Revenue Code and ERISA. TheExecutive Director shall takesuchaction authorized bythe BoardofDirectors to ensure compliance with the Internal Revenue Code and ERISA such as amended plan documents on a timely basis and providing required notices to employees and other beneficiaries of the Qualified Employee Benefits Plan.

G. DIVIDENDS PROHIBITED

1. An unencumbered balance of income at the close of a fiscal year shall never be distributed as profits, dividends or otherwise to the members of this Chapter.

XIV: SECURITY

A. AIA Cleveland protects and safeguards members’ financial data. Although AIA Cleveland does not routinely collect this information, all sensitive financial data that includes an individual’s first name or initial or last name in combination with a social security number, driver’s license number of government-issued number, account number or credit card number shall be handled with the highest security which includes never transmitting the information electronically, modifying the data to make it unrecognizable and/or shredding information, except where required to be filed electronically by a federal, state, or local government.

B. Component staff who use the AIA database shall observe the Fonteva User Agreement requirements and refrain from accessing other component’s rosters.

C. Personal information about members, customers and other staff members shall never be shared with unauthorized parties outside of the organization.

D. Component rosters shall not be sold or shared outside the component staff and leadership.

E. The component shall take steps to ensure that Payment Card Information (PCI) which

includes cardholder information and credit card numbers is securely handled and encrypted.

1. Online transactions shall meet federal guidelines for PCI compliance.

2. Onsite transactions shall be completed using PCI compliant point of sale system, operated by a third-party payment processor or merchant account.

3. Other means of accepting credit card payments will be avoided. When this is not possible, extra precautions shall be taken to ensure that member or customer credit card or checking information is immediately and securely disposed of.

Harassment Policy

Adopted August 10, 2018

Purpose

AIA Cleveland (a component of the American Institute of Architects (AIA)) and its members are committed to full compliance with all laws and regulations, and to maintaining the highest ethical standards in the way we conduct our operations and activities. This policy is designed to prevent sexual and other types of harassment within AIA Cleveland, and to provide for corrective action as appropriate.

Who Is Covered by the Policy

This policy applies to the following people, referred to as Covered Individuals:

• members of the AIA Cleveland Board of Directors (or other governing body).

• all individuals who act on AIA Cleveland’s behalf through election, appointment (including appointment to a committee), or Board action, or under authority from its Bylaws or Rules of the Board.

• AIA Cleveland staff

• all individual members of AIA Cleveland engaged in activities relating to the business of the AIA such as meetings and events, continuing education sessions, tours, and any other AIA-related activities.

• all other individuals engaged in activities relating to the business of AIA Cleveland such as meetings and events, continuing education sessions, tours, and any other AIA Cleveland- related activities.

Prohibited Conduct

This policy prohibits discriminatory or harassing behavior (that is, unwelcome conduct) directed toward a person because of his or her sex, race, color, religion, national origin, age, marital status, personal appearance, sexual orientation or identification, family responsibilities, physical or mental disability, political affiliation, or other status protected under the laws of the jurisdiction(s) in which AIA Cleveland is present or the relevant activities take place. Accordingly, no Covered Individual shall:

• engage in or facilitate any discriminatory or harassing behavior directed toward AIA officers, directors, members, staff, meeting attendees, exhibitors, advertisers, sponsors, suppliers, contractors, guests, or others in connection with activities relating to the AIA.

• engage in speech or conduct which is disparaging or derogatory of persons based on any of the factors mentioned above, in connection with activities relating to the AIA.

Reporting a Violation

Violations of this policy may be reported to the AIA Cleveland Executive Director and/or to the Board of Directors. The Board will be responsible for resolving any reported violation, and will determine an appropriate course of action. This will ordinarily involve a prompt inquiry or investigation, which shall be conducted with utmost discretion and be kept confidential to the greatest extent possible. Such inquiry or investigation shall be conducted by the Board or by one or more of its members, by legal counsel retained by AIA Cleveland, or by such other person(s) as the Board may designate.

Board Action

Promptly after the inquiry or investigation has been completed, the resulting findings will be reported to the Board. The Board shall then conduct such proceedings and take such action as may be appropriate and authorized under applicable law and under the governing documents of the Institute and of AIA Cleveland. If a Board member has been charged with the pertinent violation, he or she may present arguments and supporting evidence on his or her behalf, but will not otherwise influence or participate in the Board’s proceedings on the violation.

IftheBoardofAIAClevelandfailstoaddressanallegedviolationinthemannershownabove,theperson reportingtheallegedviolationmaycontactAIAOhioat kate@assnoffices.com IfAIAOhiofailstorespond, thepersonreportingtheallegedviolationmaycontacttheGeneralCounseloftheAmericanInstituteof Architects atjstephens@aia.org.

Alleged Violations of the AIA Code of Ethics

Certain acts may violate the AIA Code of Ethics and Professional Conduct, and therefore might be the subject of a complaint to the Institute’s National Ethics Council. For more information, go to the link provided above.

AlA Cleveland Professional Code of Conduct

Policy 19-01

Adopted: March 14, 2019

Revised and Adopted: September 12, 2019

AlA Cleveland, a component of the American Institute of Architects, is committed to full compliance with all laws and regulations, and to maintaining the highest ethical standards and relationships in the way we conduct our operations and activities. This policy is designed to promote a respectful and professional dialogue with everyone that will help AlA Cleveland forward its mission and strategic plans in meetings, events, and within its public messaging and identity

By participating on AlA Cleveland's Board, committees, events, and in public communication, you agree to abide by the following If needed, action as appropriate will be determined AlA Cleveland Board

By engaging with AIA Cleveland, in effect your pledge includes:

• Treating each other in a respectful professional manner, maintaining a civil atmosphere, refraining from badgering others, and refraining from comments that attempt to shut down an open dialogue

• Working positively to establish relationships that forward the mission of AIA Cleveland.

• Following AlA Cleveland's policies, and not engaging in harassment or discrimination toward anyone in connection with activities relating to AIA Cleveland.

• Maintaining confidentiality at all times when discussing information, and disclosing potential conflicts of interest. Conflicts of interest could include but are not limited to: monetary gain, close relationships or the appearance of a personal affiliation.

• Refraining from engaging in speech or conduct which is disparaging or derogatory in connection with activities relating to AlA Cleveland

• Refraining from using AIA Cleveland’s logo, and marketing materials without receiving approval from AIA Cleveland or as otherwise authorized by the Bylaws of the Institute or of AIA Cleveland.

• Refraining from falsification of AIA Cleveland records or documents

• Receiving Board approval before you represent and speak on behalf of AIA Cleveland. This Board approval covers verbal and written communications within and outside of the organization.

• Giving the Board the opportunity to decide its position and method of communication on activism.

• Providing monthly reports from Committee Chairs on activities, communications, and strategic planning to the Board before the Board meetings.

Board Actions:

• The Board will conduct an inquiry and determine if there are any violations The Board will decide upon an appropriate course of action authorized under applicable law and under the governing documents of AIA Cleveland

• Board action could include removal from participation on the Board, a committee(s), meetings, and or events relating to AlA Cleveland, and seeking injunctive relief in the courts.

In-Person Meetings

Policy 21 -01

Adopted 6/7/2021, Revised 12/10/2021

The AIA Cleveland Board supports the resuming of in-person events based on the current CDC guidelines on COVID19. Since attendance at an in-person event carries acknowledgement of unknown risk of exposure to COVID-19, registrants and attendees must abide by current Ohio, Cuyahoga, Cleveland and any other governing laws regarding restrictions. The current health guidelines should be followed, and it is the responsibility of the committee planning such in-person events to ensure compliance. Anyone attending an AIA Cleveland event voluntarily assumes all risks related to exposure to COVID-19. AIA Cleveland reserves the right to change and update this policy as needed to preserve the health and safety of our members and attendees. Following are directives that must be adhered in accordance with AIA Cleveland’s Code of Professional Conduct, Policy 19-01:

Beginning January 1, 2022, everyone attending an indoor AIA Cleveland meeting or program will need to provide proof of full Covid-19 vaccination, as defined by the CDC, or a negative Covid-19 PCR test completed within 72 hours prior to attending the event. Attendees will also be required to wear a mask fully covering their nose and mouth, unless eating or drinking These requirements will be enforced regardless of event location or partner organization policies. Attendees unable to meet these requirements will not be admitted to the event. These requirements and associated referenced guidelines follow other institutions in Northeast Ohio, and will remain in place due to continued uncertainty around contagious variants

For those who prefer to attend meetings and programs remotely, AIA Cleveland will continue to offer remote access via teleconference, videoconference or live streaming whenever possible, pending the event location and logistics. Some programs will be held exclusively over videoconferencing, while others will be in-person or hybrid. AIA Cleveland commits to clearly communicating how members will be able to engage with each programming or meeting opportunity throughout the year.

Outdoor Events are to follow the requirements for vaccination, testing, masking, distancing and other safety protocols of the venue

Board Action

Allpotentialin-personeventsaretobereviewedandapprovedbytheExecutiveDirector,PattyLampert,priorto schedulingandarrangingtheeventdetails.