ARTICLE II

MEMBERSHIP

Section 1. Categories of Membership and Rights and Duties. Membership in HNOMA shall consist of the following membership categories with the respective rights and privileges for Members in good standing in the following membership categories:

(a) Licensed Professional Members - Individuals who are currently licensed or otherwise entitled under law to practice architecture in the United States, its territories, and possessions are eligible to be “Licensed Professional Members” of HNOMA. Licensed Professional Members shall demonstrate honorable standing in the profession and their community. Professional Members in good standing shall have the following rights and privileges:

(i) to use in connection with their practice and work the complete name or the initials of NOMA as a suffix to their names and the titles member of HNOMA and member of their assigned local chapter of NOMA;
(ii) to wear the black NOMA lapel pin and NOMA symbol within the limitations established by the Board;
(iii) to serve as voting members on chapter boards; 
(iv) to speak at meetings and vote on business matters;
(v) to be appointed as members of committees at all levels of HNOMA;
(vi) to serve as chapter delegates to regional, and national NOMA conventions; and
(vii) to serve as a national officer, national director, or chapter officer or chair a national committee.

(b) Associate Members - Individuals without architectural licenses that possess three (3) or more years of professional experience, commencing from the time of graduation from an architecture program, are eligible to be "Associate Members" of HNOMA if they meet any one of the following requirements: employed, enrolled, or participating in circumstances recognized by licensing authorities as constituting credit towards architectural licensure; employed under the supervision of an architect in a professional or technical capacity directly related to the practice of architecture; or have a professional degree in architecture; faculty members in university programs in architecture and who are actively involved in research, administration, or the teaching of architecture. Associate Members in good standing shall have the following rights and privileges:

(i) to wear the brown NOMA lapel pin within the rules established by the Board; 
(ii) to serve as voting members on chapter and regional boards, provided that Associate Members may not hold more than the greater of two (2) seats or one-third (1/3) of the total seats on such boards, unless sanctioned by the National Board;
(iii) to speak at meetings and vote on business matters;
(iv) to be appointed as members of committees at all levels of HNOMA;
(v) to serve as chapter delegates to regional, and national NOMA conventions or meetings, provided that Associate Members may not constitute more than one-third (1/3) of any chapter delegation to regional, and national NOMA conventions or meetings, unless sanctioned by the National Board; and
(vi) to serve as a chair or officer of a national committee officer if actively pursuing an NCARB mandated experience or licensure program or the equivalent from a non-U.S. licensing authority.

Associate Members will be counted as part of a professional or international chapter. When an Associate Member receives a license or is otherwise entitled under law to practice architecture in the United States, its territories, and possessions, the Associate Member thereby becomes eligible for Licensed Professional Membership and may not renew as an Associate Member. When an Associate Member receives an architectural license or the equivalent from a non-U.S. licensing authority, the Associate Member thereby becomes eligible for International Professional Membership and may not renew as an Associate Member.

(c) Emerging Professional Members - Individuals without architectural licenses that possess less than three (3) years of professional experience, commencing from the time of graduation from an architecture program, are eligible to be "Emerging Professional Members" of HNOMA if they meet any one of the following requirements: employed, enrolled, or participating in circumstances recognized by licensing authorities as constituting credit towards architectural licensure; employed under the supervision of an architect in a professional or technical capacity directly related to the practice of architecture; or have a professional degree in architecture; faculty members in university programs in architecture and who are actively involved in research, administration, or the teaching of architecture. Emerging Professional Members in good standing shall have the following rights and privileges:

(i) to wear the brown NOMA lapel pin within the rules established by the Board;
(ii) to serve as voting members on chapter and regional boards, provided that Emerging Professional Members may not hold more than the greater of two (2) seats or one-third (1/3) of the total seats on such boards, unless sanctioned by the National Board; 
(iii) to speak at meetings and vote on business matters; 
(iv) to be appointed as members of committees at all levels of HNOMA;
(v) to serve as chapter delegates to regional, and national NOMA conventions or meetings, provided that Intern Members may not constitute more than one-third (1/3) of any chapter delegation to regional, and national NOMA conventions or meetings, unless sanctioned by the National Board; and 
(vi) to serve as a chair or officer of a national committee officer if actively pursuing an NCARB mandated experience or licensure program or the equivalent from a non-U.S. licensing authority.

Emerging Professional Members will be counted as part of a professional or international chapter. When an Emerging Professional Member receives a license or is otherwise entitled under law to practice architecture in the United States, its territories, and possessions, the Emerging Professional Member thereby becomes eligible for Licensed Professional Membership and may not renew as an Emerging Professional Member. When an Emerging Professional Member receives an architectural license or the equivalent from a non-U.S. licensing authority, the Emerging Professional Member thereby becomes eligible for International Professional Membership and may not renew as an Emerging  Professional Member.

(d) International Professional Members - Individuals who reside outside of the United States, its territories, and its possessions, have an equivalent architectural license from a non-U.S. licensing authority and demonstrated honorable standing in the profession in the locale where they are licensed are eligible to be “International Professional Members” of HNOMA. International Professional Members in good standing shall have the following rights and privileges:

(i) to use in connection with their practice and work the complete name or the initials of NOMA as a suffix to their names and the titles member of HNOMA and member of their assigned local chapter of NOMA; 
(ii) to wear the black NOMA lapel pin within the rules established by the Board. 
(iii) to serve as voting members on chapter boards; 
(iv) to speak at meetings and vote on business matters; 
(v) to be appointed as members of committees at all levels of HNOMA; 
(vi) to serve as chapter delegates to regional, and national NOMA conventions; And 
(vii) to serve as a national officer, national director, or chapter officer or chair a national committee.

When an International Professional Member receives a license or is otherwise entitled under law to practice architecture in the United States, its territories, and possessions, the International Professional Member thereby becomes eligible for Licensed Professional Membership and may not renew as an International Professional Member.

(e) Allied Member - Individuals who are not otherwise eligible for membership in HNOMA, but who are licensed in another field where such requirements exist or are employed   outside of the architectural practice but who meet either of the following requirements: (i) those with established professional reputations who are registered to practice their  professions where such requirements exist, or (ii) persons who are employed outside of architectural practice but are involved in positions allied to the field of architecture, including but not limited to engineers, planners, landscape architects, sculptors, muralists, artists, interior designers, and others in government, education, journalism, manufacturing, industry and/or other fields allied to architecture; or organizational representatives who are employed by firms in the construction industry engaged in research, design, development, testing, manufacture, distribution, or training for building and construction products or systems who will provide a meaningful contribution by reason of their employment or occupation, are eligible to be "Allied Members" of HNOMA. Allied Members in good standing shall have the following rights and privileges: 

(i) to use in connection with their practice and work the complete name or the initials of NOMA as a suffix to their names and the titles member of HNOMA and member of their assigned local chapter of NOMA; 
(ii) to wear the brown NOMA pin within the rules established by the Board; 
(iii) to serve in any capacity, other than chair, on HNOMA committees; and 
(iv) to attend meetings and conventions, and participate in the scheduled activities and programs of HNOMA.

Allied Members may not vote (except on committees) or be appointed or elected as an officer, director, or delegate or serve in any other HNOMA policy-setting position. Allied Members may not print or permit to be printed or in any way use the name, initials, emblem, seal, symbol, or insignia of HNOMA or any chapter. Firms that employ one (1) or more Allied Members may say that they are an allied organization of HNOMA as long as the use of this phrase may not be construed as HNOMA endorsement, sponsorship, or approval of any construction material, product, or service. Allied Members will be counted as part of a professional local chapter. 

(f) Student Member - Individuals who are currently registered full-time in a 2- year technical college program majoring in architecture, a 4-year Bachelor of Science program majoring in architecture, or a program or school of architecture with NAAB accreditation or equivalent accreditation from a non-U.S. authority are eligible to be "Student Members" of HNOMA. Student Members in good standing shall have the following rights and privileges:

(i) to use the complete name indicating a student member or the initials of NOMAS as a suffix to their names and the titles member of NOMAS; 
(ii) to wear the brown NOMA pin within the rules established by the Board; 
(iii) to vote and serve on student committees; and 
(iv) to vote at chapter, regional, or national meetings on matters related to Intern Membership, Associate Membership, and Student Membership status and related privileges.

A Student Member who receives a degree from a 2-year technical college program majoring in architecture, a 4-year Bachelor of Science program majoring in architecture, or a program or school of architecture with NAAB accreditation or equivalent accreditation from a non-U.S. authority thereby becomes eligible for Emerging Professional Membership and may not renew membership as a Student Member. Student Members will be counted as part of their school’s chapter, local professional chapter, and/or international chapter. 

(g) Youth Members - Individuals who are currently enrolled in high school (grades 9- 12) are eligible to be “Youth Members” of HNOMA. Youth Members in good standing shall have the following rights and privileges: 

(i) to use the complete name indicating a youth member or the initials of NOMA Youth as a suffix to their names 
(ii) to have first access to mentorship opportunities or youth focused initiatives offered by the nearest local chapter; and 
(iii) the Youth membership does not have voting privileges. A HNOMA Youth Member will be counted as part of the professional local chapter in their region. 

(h) Emeritus Member - Individuals who are retired, no longer practice architecture or an allied profession, and have been a member in good standing for at least fifteen (15) consecutive years or twenty-five (25) cumulative years are eligible to be “Emeritus Members” of HNOMA. Under extenuating circumstances, special requests for Emeritus Membership status may be reviewed and approved by the Board. Emeritus Members in good standing shall have the following rights and privileges:

(i) to use the title HNOMA Emeritus, but may not use the initials NOMA alone; 
(ii) to wear the black NOMA lapel pin within the rules established by the Board; 
(iii) to serve on any position on a local board; and 
(iv) to attend the HNOMA annual meetings and may speak and take part in the discussion there and at the meeting of its chapter organizations on all matters except those relating to the corporate affairs, and will have full voting privileges.

(i) Honorary Member - Individuals who are of esteemed character who are otherwise ineligible for membership in HNOMA but who have rendered distinguished service to the profession of architecture, or to the arts and sciences allied therewith may be admitted as "Honorary Members" of HNOMA. Any member of the Board may nominate persons for  Honorary Membership. The authority and power to elect or deny election to any properly nominated candidate for Honorary Membership is delegated to the Board or a committee so designated by the Board. Honorary Members in good standing shall have the following rights and privileges:

(i) to use the title Honorary Member of HNOMA, but may not use the initials NOMA alone; 
(ii) to receive a certificate; 
(iii) to wear a NOMA lapel pin within the rules established by the Board; and 
(iv) to attend the HNOMA annual meetings and speak and take part in the discussion there and at the meeting of its chapter organizations on all matters except those relating to the corporate affairs, but may not vote.

Those who are admitted as Honorary Members have no voting privileges. The Board may terminate the membership and withdraw the privileges of any Honorary Member for any reason it may deem sufficient. 

(j) Organizational Member – Individual who is assigned membership by an organization for the purpose of representing the interests of that organization. Organizational members includes government, non-architectural firm corporate, and non- profit organization employees. Organizational Members in good standing shall have the following rights and privileges:

(i) The rights and privileges associated with the membership belong to the organization and not to the employee(s) who represent the organization.
(ii) The privileges are allocated to designated positions, not individual employees. 
(iii) Membership allocations may be reassigned from one position to another or terminated at any time by the organization. 
(iv) An organization coordinator is designated and is the point of contact to HNOMA, not the organization representative(s). 
(v) The organization designates organizational representatives of its choice for the calendar year. 
(vi) The organization coordinator maintains the list of organization representatives and notifies HNOMA of any updates. 

Organization Members may not vote (except on committees) or be appointed or elected as an officer, director, or delegate or serve in any other HNOMA policy-setting position.  Organization Members may not print or permit to be printed or in any way use the name, initials, emblem, seal, symbol, or insignia of HNOMA or any chapter. Organizations that employ one (1) or more Organization Members may say that they are an allied organization of HNOMA as long as the use of this phrase may not be construed as HNOMA endorsement, sponsorship, or approval of any government legislation, political campaign, or lobbying activity. Organization Members will be counted as part of a professional local chapter. 

(k) Lifetime Member - Individuals who perform exemplary works in the name of HNOMA far exceeding membership expectations are eligible to be "Lifetime Members" of HNOMA. Applicants for this category must be approved by a two-thirds (2/3) vote of the Board.  Lifetime Members in good standing shall have the following rights and privileges:

(i) to be exempt from paying national dues for the duration of their lifetime; 
(ii) to use in connection with their practice and work the complete name or the initials of NOMA as a suffix to their names and the titles member of HNOMA and member of their assigned local chapter of NOMA; 
(iii) to wear the black NOMA lapel pin and NOMA symbol within the limitations established by the Board; 
(iv) to serve as voting members on chapter boards; 
(v) to speak at meetings and vote on business matters; 
(vi) to be appointed as members of committees at all levels of HNOMA; 
(vii) to serve as chapter delegates to regional, and national NOMA conventions; and
(viii) to serve as a national officer, national director, or chapter officer or chair a national committee.

(l) Advisory Board Member – Individuals who were past Electoral Board Members are eligible to be an “Advisory Board Member” of HNOMA. Past Presidents will be automatically transitioned into Advisory Board Member upon completion of term. Additional Electoral Board Members ---to be considered for this category must be approved by a two- thirds  (2/3) vote of the Standing Board.

(i) Advisory Board members must be in good standing and shall not participate in Board of Directors decisions requiring a vote. 
(ii) Immediate Past President as the Lead Chair to advisory 
(b) Any amendments to the advisory board participation shall be by the affirmative vote of not less than two-thirds (2/3) of the entire Electoral Board. 

Section 2. General Rights and Duties of Members. Every Member in good standing shall have and may exercise all of the rights and privileges of their category of membership granted by the provisions of these Bylaws or by the Board. Members shall be assigned to chapter and state organizations w hos e territory includes or is nearest to their principal place of business or residence. If there is not a chapter that includes or is within a reasonable distance of their principal place of business or their residence, a Member does not need to be assigned to a chapter or state organization. Student Members shall be assigned to chapter and state organizations whose territory includes or is nearest to their school. All Members shall have their names published in any HNOMA membership listing and shall receive the magazine of HNOMA and other documents, periodicals, and literature from HNOMA and from the region, state, and chapter to which they belong, under terms determined by the respective boards.

Section 3. Inspection of Books and Records. Correspondence and records of HNOMA, except as otherwise provided by law or in these Bylaws, shall be open at the HNOMA headquarters during HNOMA's regular business hours to the inspection of any member in good standing.

Section 4. Amendments to Membership Provisions. Changes in membership eligibility or qualifications set forth in these Bylaws shall not be retroactively applied.

Section 5. Application for Membership. Applications for membership to HNOMA shall be made via the membership application, website application, or through the local chapter with appropriate copies sent to HNOMA. The HNOMA membership committee shall approve applications for membership. Any applicant found not qualified for admission may reapply upon becoming qualified for admission.

Section 6. Declaration by Applicants. Every applicant for membership shall agree to comply with these Bylaws and to accept the rights, privileges, duties, responsibilities, obligations, and liabilities set forth herein. Applicants should supply HNOMA with a copy of current license, transcript, or certificate for the category specified on the application. Members shall update their contact information as changes occur.

Section 7. Assignment/Transfer Membership. At the written request of a Member, HNOMA shall transfer the Member’s assignment from one chapter to another provided that the transferring Member either lives or works within the territory of the new chapter.

Section 8. Termination of Membership. Membership in HNOMA shall be terminated:

(a) by resignation in writing to the Member's local chapter which shall be forwarded to HNOMA to be effective as the date of receipt by HNOMA,
(b) for failure to pay any obligations to HNOMA or its chapters by March 15th of each year after the second written notice of the obligation;
(c) for violation of the Code of Ethics and Professional Conduct pursuant to Article 8 of these Bylaws;
(d) for failure to no longer qualify for membership based upon the standards to be admitted after full opportunity to explain position; 
(e) by the death of the Member; or 
(f) upon the Member's conviction of a felony.

Members who are terminated for failure to pay obligations to HNOMA or its chapters may reapply for membership in eligible category upon payment of all obligations to HNOMA  and its chapters. Any individual who resigns, is suspended, or is terminated from membership thereby loses all rights and privileges granted by law or these Bylaws, including the right to use HNOMA's name, initials, or symbol until reinstated in good standing.

Section 9. Membership While Ethics Charge is Pending. Notwithstanding any other provision in these Bylaws, a Member against whom a charge of violating the Code of Ethics and Professional Conduct is pending may not be terminated from membership until all proceedings related to the charge are completed.

Section 10. Liability. Nothing contained in these Bylaws shall be construed to limit the liability imposed by law on a Member. Termination or suspension of membership shall not relieve the person whose membership has been terminated or suspended from indebtedness to HNOMA or to any of its chapter organizations.

Section 11. Reinstatement to Membership. Any Member whose membership was terminated for violation of the Code of Ethics of Professional Conduct may be reinstated only with the approval of the Board and the HNOMA membership committee. In other cases of termination or of resignation while in good standing, an application for reinstatement shall be considered by the HNOMA membership committee in the same manner as an original application.

Section 12. Interest in Contracts. A contract or other transaction between HNOMA and a member or any other corporation, firm, association, or entity in which the member is a director, officer, or is financially interested, may be either void or voidable because of this relationship or interest. However, if the member is present at the meeting that authorizes, approves, or ratifies the contract or transaction and if: (a) the fact of the relationship or interest is disclosed or known to the group that authorizes, approves, or ratifies the contract or transaction by a vote without counting the vote of the interested member; and (b) the contract or transaction is fair and reasonable to HNOMA, then the contract or transaction shall be valid. The interested member may be counted in determining the presence of a quorum at a meeting that authorizes, approves, or ratifies the contract or transaction. The Board may also adopt a conflict of interest policy for HNOMA.

ARTICLE IV

BOARD, OFFICERS, AND COMMITTEEs

Section 1. Board of Directors. Only Professional Members, Associate Members (3+ years), and Intern Members in good standing may hold the positions of elected or appointed officers of HNOMA. 

Section 2. Composition. The Board of Directors shall consist of the elected officers, and Directors. The Board shall have not less than ten (10) nor more than twelve (12) members. At least one At-Large member shall be a Non-Architect. 

Section 3. Term of Office. Directors shall be appointed for a two year term, and may not serve more than two consecutive two year terms.

Section 4  Election Procedure. Officers of HNOMA become members of the Board upon assuming office. The Board of Directors shall fill the remaining membership positions at its annual meeting by the election of approximately one-third of those positions each year for terms of two years.

Section 5. Seating of New Board Members. Newly elected Board Members shall be seated at the Annual Meeting, each Board Member shall continue to serve until their successor is seated.

Section 6. Vacancies. When a vacancy occurs during the term of office of an appointed Director, the Board of Directors may, by majority vote of the Directors at a duly called meeting of the Board of Directors, elect a successor to serve for the remainder of the term of the vacant position.

Section 7. General Power and Duties. The direction, control, and management of the affairs, property, and funds of HNOMA shall be vested in the Board of Directors, which shall peruse such policies and exercise such functions and responsibilities as shall be in accord and in furtherance of the proposed and objectives of the HNOMA constitution. Subject to the limitations set forth in the Articles, the general management of the affairs of HNOMA shall be vested in the Board, which shall have control of HNOMA's property, fix its policies, authorize expenditures, and take all necessary and proper steps to carry out the purposes of HNOMA and promote its best interest. The Board may authorize others to perform certain duties of the Board under these Bylaws and resolution of the Board. The Board may at any time take over the performance of any or all of these duties unless explicitly provided otherwise in these Bylaws. Only those to whom authority is delegated by the Board may perform duties of the Board, and each duty so performed shall be done under the general directions and instructions of the Board which shall be responsible, therefore.

Section 8. Specific Duties of the Board. The Board, subject in each instance to the conditions set forth in the Articles and these Bylaws, shall perform the following specific duties:

(a) It shall establish and adopt rules and regulations from time to time to supplement the provisions of these Bylaws. 
(b) It shall approve all major contractual agreements before HNOMA shall enter into them; provided, however, that such approval may be delegated in specific cases to the Executive Committee or a specific officer. 
(c) It shall appoint a successor if a vacancy occurs in the office of Regional Vice President, Treasurer, Secretary or Parliamentarian and may not delegate this authority.

Section 9. Board Actions. Actions of the Board shall be by a majority vote unless otherwise required by law or these Bylaws. Upon request, the vote of a member of the Board shall be entered in the minutes. Unless the provisions of the laws of HNOMA require otherwise, an affirmative vote of not less than two-thirds (2/3) of the total Board shall be required for the following actions:

(a) to adopt, amend, suspend, or rescind rules or regulations supplementing these Bylaws;
(b) to suspend or withdraw the charter of a chapter or state organization; 
(c) to form an affiliation;
(d) to fix admission fees and annual dues;
(e) to change the provisions of the Code of Ethics and Professional Conduct;
(f) to purchase, sell, lease, or pledge any real property or to recommend the purchase, sale, lease or pledge thereof; or 
(g) act on any matter for which a two-thirds vote is required by these Bylaws.

The Board may, by two-thirds (2/3) vote; delegate any of the foregoing decisions to the Executive Committee. The vote of the Board shall be taken by roll call on demand of any member of the Board or when required by these Bylaws.

Section 10. Removal. A member of the Board of Directors may be removed by a majority two-third vote of Board of Directors with cause.

Section 11. Student Liaison. At the HNOMA annual meeting, student chapters shall collectively elect a representative to the Board form their membership to serve as the “Student Liaison”. The Student Liaison shall monitor college or university systems for student feedback and to meet with student groups at least twice annually. A Student Liaison may not serve more than two (2) terms of two (2) years.

Section 12. University Liaison. The Board of Directors shall appoint a “University Liaison” for HNOMA region for two (2) years. The University Liaison coordinates and facilities communication, and acts as an intermediary between HNOMA and the universities within the region regarding student issues. The University Liaison is responsible for the development and implementation of programs to support and assist students.

Section 13. Membership Chair. The “Membership Chair” shall be appointed by the President for terms of two (2) years. The Membership Chair will maintain or work with any HNOMA officer to maintain the records of all Members, including, but not limited to maintaining the database and directory of Members pursuant to these Bylaws, tracking payment of HNOMA dues and developing strategies for recruitment and retention of all Members.

Section 14. Executive Director. The Board may retain and set compensation an “Executive Director”, who shall be the chief executive and administrative officer of HNOMA and an ex-officio member of the Board and the Executive Committee, without vote. The Executive Director shall be responsible for the management and administration of the affairs of HNOMA and shall perform such other duties as may be properly assigned by the Board or President.

OFFICERS

Section 15. Officers. The Officers of HNOMA shall be the President, Vice President (President Elect), Secretary and Treasurer all of whom shall be elected by the membership. A Parliamentarian shall be appointed by the President. 

All elected officers shall be Registered, Associate 3+ years or Intern Architects. The President shall be a Registered Architect and the Vice President (President Elect) must be Registered by the end of his/or her first term as Vice President.

Section 16. Powers and Duties of the Officers . The Officers shall have full authority, right, and power to act for the Board between Board meetings on all matters except that the Officers may not purchase, sell, lease, or pledge any real property; form an affiliation; or fix admission fees and annual dues unless the authority to do so has been delegated to it by a two-thirds (2/3) vote of the Board. It shall not change the rules or other procedures adopted by the Board or the Bylaws, or elect a successor to any officer whose office becomes vacant The Officers may authorize others to perform certain duties of the Officers under these Bylaws and the rules adopted by the Board. The Officers may at any time take over the performance of any or all of these duties unless explicitly provided otherwise in these Bylaws. Only those to whom authority is delegated by the Officers may perform duties of the Officers, and each duty so performed shall be done under the general directions and instructions of the Officers, which shall be responsible therefore.

Section 17. Term of Office. Officers shall be elected for a two (2) year terms, and may not serve more than two consecutive two (2) year terms.

Section 18. Removal. Officers elected by the membership may be removed, with cause, by a two-thirds (2/3) majority of the HNOMA members and/or Board of Director.

Section 19. Resignation. Any officer of the Chapter may resign by giving written notice to the HNOMA members and Chairman of the Board. 

Section 20. Vacancies. Vacancies may be filled by a majority vote of the HNOMA Board of Directors at any regular meeting of the Board of Directors.

Section 21. Chairman of the Board. The Chairman of the Board shall be the President who shall preside at all meetings of the Board of Directors and carry out the duties and responsibilities prescribed in these bylaws.

Section 22. Vice Chairman of the Board. In the absence of the Chairman of the Board, the Vice Chairman of the Board who shall be the President Elect, shall act in all respects in the stead of the Chairman during such absence. In addition, the Vice Chairman shall carry out all duties required of the office by these Bylaws and shall perform such other duties as from time to time may be assigned by the Board of Directors.

Section 23. Secretary. The "Secretary" shall act as the secretary of each meeting of the Members, the Board, and the Executive Committee to keep, or cause to be kept, minutes of such meetings and shall sign minutes of these meetings and other instruments requiring signature of the Secretary. The Secretary shall perform the duties required to be performed by law, these Bylaws, and other duties properly assigned by the President or the Board. The Secretary may delegate their duties; provided, however, that the Secretary
shall still be responsible for overseeing such delegated duties and may not delegate the signing of any minutes or official reports required by these Bylaws or applicable law. 

Section 24. Treasurer. The “ Treasurer" shall exercise oversight of HNOMA financial affairs and shall perform all duties incident to the office of Treasurer and other duties properly assigned by the President or the Board. The Treasurer shall chair the budget and finance committee. The Treasurer may delegate their duties; provided, however, that the Treasurer shall still be responsible for supervising such delegated duties and shall not delegate the signing of any official reports required by these Bylaws or applicable law. The Treasurer shall be the Chairman of the Budget and Finance Committee; and shall make financial reports at meeting of the Board of Directors, cause independent audits of the books and financial records, and perform all the duties incident to the office of the Treasurer. The Treasurer shall be the accounting officer of HNOMA and shall keep full and accurate accounts of all financial transactions in books belonging to HNOMA.

Section 25. President. The "President" shall perform all the duties incident to the office, those required to be performed by law, these Bylaws, and those properly delegated to by the Board. The President shall also serve as the chairman of the Board and preside at all meetings of the Members, Board of Directors, and Executive Committee. The  President of HNOMA shall be its Chief Executive Officer and shall have the responsibility and authority for the day-to-day administration of the affairs of the organization under the general supervision of the Board of Directors and shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe.

Section 26. Vice President. The "Vice President" shall perform duties properly assigned by the President or the Board. The Vice President shall have such powers and perform such duties as the Board of Directors may from time to time prescribe. In the absence, disability, refusal, failure or inability of the President to perform such duties, the Vice President (President Elect) shall be designated by the Board of Directors to perform the duties of the President, and when so acting, shall have all the powers of, and shall be subject to all restrictions upon the President.

Section 27. Parliamentarian. The “Parliamentarian” shall facilitate the transaction of business and promote cooperation and harmony. The Parliamentarian shall maintain order, interpret the By-Laws and perform other normal duties of Parliamentarian at meetings, and shall maintain an ongoing record of the events, projects, and history of the organization.

Section 28. Other Executive Officers. The President of the Board may appoint other executive officers to assist in the management of HNOMA’s affairs and shall define their duties.

COMMITTEES

Section 29. Standing Committees. Members and Chairman of standing committees of the Board shall be appointed by the Chairman, except as otherwise provided in these Bylaws, with the advice and consent of the Board of Directors. Standing Committees shall have a membership of not less than one (1) Directors, and will be chaired by a Director & a Co- Chair as nominated by the Board of Directors who shall have been an active member for 1 year. Such committees shall be:

(a) Budget and Finance Committees. The Budget and Finance Committee shall be responsible to the Board of Directors for:
     (1) The creation and maintenance of the financial management system and practices.
     (2) Preparation and presentation of an annual budget to the Board of Directors. 
     (3) Monitoring and reporting to the Board regarding the financial condition of HNOMA, and performance with respect to the budget. 
     (4) Developing fundraising initiatives.

(b) Bylaws and Policy Committee. The Bylaws and Policy Committee shall be responsible for drafting and maintaining current policy documents, and drafting changes to the By-Laws and Constitution as directed by the Board of Directors. 

(c) Planning & Programs Committee. The Planning Committee shall be responsible for the development of future projects and activity of HNOMA. The Committee shall screen proposed projects, undertake long-range planning, establish and recommend priorities, and develop initiatives on long range issues perceived to have potential impact on the profession and organizational goal.

(d) Nominations Committee. The Nominations Committee shall consist of three (3) members. Two (2) of these members are to be selected by the Chairman from the general membership with the concurrence of the Board of Directors. Members of the Nominations Committee shall serve for not more than two (2) consecutive two (2) year terms. A vacancy in the Nominations Committee shall be filled by the Chairman of the Board with the approval of the Board of Directors.

(e) Nominating Directors. The Nominations Committee shall solicit recommendations for nominees from the Board of Directors, and the membership. The Nominating Committee shall evaluate candidates and provide such information on nominees as necessary for the Board of Directors (and the membership) to evaluate candidates. Nominating Officers. The Board Nominations Committee shall be responsible for recommending to the Board at least sixty (60) days prior to the Annual Meeting, a slate of officers. 

(f) Membership Committee. The Membership Committee shall be responsible for the development and implementation of programs to sustain and increase the membership of HNOMA.

(g) Professional Development Committee: The Professional Development Committee shall be responsible for the ARE Study group, coordinating and submitting CEU content in cooperation with the Planning & Programming Committee leaders, developing and prioritizing programs that support the related needs of the membership.

(h) Communications Committee: the Communications Committee shall be responsible for development and implementation of programs to sustain and increase the membership of HNOMA. 

(i) Sponsorship Committee: The Sponsorship Committee shall be responsible for developing and defining opportunities and relationships in coordination with the Budget Finance Committee and Planning & Programming Committees. 

(j) Other Committee. The Chairman of the Board may appoint, subject to the approval of the Board of Directors, such committee as the Board of Directors deems advisable, with such duration, function, and authority as the Board of Directors prescribes.

ARTICLE VI

PROPERTY, INVESTMENTS, ACCOUNTING AND FUNDS

Section 1. Title to Property. All title to, and interest in, the real, personal, and intangible property of HNOMA is vested and shall remain solely the property of HNOMA and no Member or other person or entity shall have any right, title, or interest in such property at any time.

Section 2. Authority to Sell, Lease, Mortgage, Transfer, or Convey Property. The real property of HNOMA, and the improvements thereon, may be sold, leased, mortgaged, transferred or conveyed by the affirmative vote of not less than two-thirds (2/3) of the Board.

Section 3. Authority to Purchase, Lease or Improve Property. Real property shall not be purchased by HNOMA, unless the Board shall have approved the transaction by two thirds majority vote. No improvements, nor shall any agreement be entered into by HNOMA as a lessee whereby, either severally or collectively, HNOMA shall be obligated to pay an aggregate sum in excess of one percent (1%) of its assets unless the Board specifically approves the transaction by two-thirds majority vote. 

Section 4. Annual Budget. The Board shall annually adopt an annual budget, which shall show the anticipated revenue and authorized expenditures for the ensuing fiscal year and the immediate past year's budget. The annual budget shall be distributed to the Members.

Section 5. Expenditure Limitations. 

(a) The Board shall not expend or authorize expenditures in any fiscal year of an amount exceeding the total estimated income to be received by HNOMA during such year, as shown in the budget for that year, except as directed and authorized in a duly called meeting of the Members by the affirmative vote of a majority of Members voting.

(b) No member, officer, director, committee, jury, department, employee, agent, or representative of HNOMA shall have any right, authority, or power to expend any funds of HNOMA, to incur any liability for and in its behalf, or to make any commitment that will or may be deemed to bind or involve HNOMA in any expense or financial liability, unless such expenditure, liability, or commitment has been authorized and budgeted by the Board or by a specific resolution at a duly called meeting of the Board, except that the Board may provide for the adjustment and reallocation of accounts within the overall approved budget and for increased expenditures balanced by increase revenues.

ARTICLE VIII

AMENDMENTS AND INTEPRETATIONS OF BYLAWS

Section 1. Amendment of Bylaws. These Bylaws may be amended at any meeting of HNOMA by an affirmative vote of not less than two-thirds (2/3) of all votes at the meeting; provided, that the Secretary shall have sent to each member notice of the proposed amendment and a notice of the meeting at which it is to be voted upon. Such notice of proposed amendment shall be deemed to have been sent if it has published and distributed to the members in a periodical publication of HNOMA and this publication has been sent to each member not less than thirty (30) days before the day the meeting at which the proposed amendment is to be voted upon.

Section 2. Sponsorship of Amendments. Every proposed amendment must be sponsored by the Board, by the Executive Committee, or by a written petition signed by Members. A petition by Members must bear the signatures of not less than one percent (1%) of the total number of Professional Members and Associate Members and must be received by the Secretary not less than thirty (30) days before the opening day of the meeting at which the proposed amendment is to be voted upon.

Section 3. Amendments by the Board of Directors. In addition to the power to amend certain provisions of these Bylaws in the manner and to the extent herein elsewhere given, the Board, by the affirmative vote of not less than two-thirds (2/3) the entire Board, may amend any other provision of these Bylaws to improve the activities of HNOMA or to eliminate from said Bylaws any inconsistency, subject to the following limitations:

(a) increase the power of the Board;

(b) change the membership or the qualifications of HNOMA, its governance, conditions of affiliations or the terms of office or manner of election of its officers and directors; 

(c) lessen or diminish the right and interest of any Member;

(d) increase the fees, dues, and other financial liability of any Member, unless the Board is herein elsewhere authorized to do so;

(e) lessen or weaken the safeguarding of the investments, securities, money, special funds, and other property of HNOMA or the limitations placed on its expenditures nor extend the authority to make such expenditures or to incur indebtedness; or

(f) change the provisions regarding gifts, advertising, the inspection of records, or the requiring of advice counsel.

Before any amendment to any provision of these Bylaws made by the Board shall become effective, the counsel of HNOMA shall approve it as being within the power of the Board to make, in correct legal form, and legally proper.

Every provision of these Bylaws so amended by the Board shall have the same force and effect as if amended by a meeting of HNOMA, and each such amendment shall be incorporated in these Bylaws as a part thereof. 

Section 4. Publication of Proposed Bylaws Amendments. Any proposed amendment of these Bylaws shall be published in a periodical publication of HNOMA or otherwise sent to each Member not less than thirty (30) days before action by the Members or the Board.

Section 5. Titling and Numbering of Bylaws. From time to time and without further action of HNOMA, the Parliamentarian shall rearrange, re-title, and re-number the various articles, sections, and paragraphs of the Bylaws as necessary for proper reference.

Section 6. Interpretation of Bylaws. These Bylaws shall be interpreted according to the laws of the State of Illinois.

Section 7. Parliamentary Authority. The rules contained in Robert's Rule of Order, Newly Revised shall supplement the rules and regulations adopted by HNOMA and the Board and shall govern HNOMA, the Board, the Executive Committee, and the committees in all cases in which such rules are applicable and are not inconsistent or in conflict with law, these Bylaws, or the rules and regulations adopted by HNOMA and by the Board.