Chapter Bylaws (Proposed February 2017)

Bylaws

IABC/Greater Cincinnati

International Association of Business Communicators

ARTICLE 1: NAME AND LOCATION

Section 1 – Name

The name of this Chapter shall be IABC/Greater Cincinnati, a not-for-profit organization.

Section 2 – Affiliation

IABC/Greater Cincinnati is a Chapter of the International Association of Business Communicators (the Association, or IABC), with headquarters in San Francisco, California, USA.

Section 3 – Location

The geographic area served by IABC/Greater Cincinnati shall include but not be limited to the southwest portion of Ohio (including Hamilton, Butler, Clermont, and Warren counties), and northern Kentucky, including Boone, Campbell and Kenton counties) as may be defined from time to time by the IABC Executive Board.

ARTICLE 2: MISSION

IABC/Greater Cincinnati is dedicated to improving the effectiveness of internal and external communication of businesses, organizations, and institutions. The organization’s mission is to:

(a) Provide lifelong learning opportunities that give IABC members the tools and information they need to be the best in their chosen disciplines.

(b) Share among our membership best global communication practices, ideas, and experiences that will enable the development of highly ethical and effective performance standards for our profession.

(c) Shape the future of the profession through groundbreaking research.

(d) Champion the communication profession to business leaders.

(e) Unite the communication profession worldwide in one diverse, multifaceted organization under the banner of the International Association of Business Communicators.

ARTICLE 3: MEMBERSHIP

Section 1 – Qualification

Membership in this organization shall be composed primarily of professionals who value ethical, effective, efficient communications in their business practices.

Section 2 – Types of Membership

IABC memberships are held by individuals, not organizations. IABC may change the status and dues of membership at any time.

(a) Service and Participation. Policies governing services and participation for all membership categories and sections shall be determined by the IABC Executive Board, unless otherwise stipulated in these Bylaws.

(b) Chapter Honorary Members. An Honorary Membership may be conferred upon members of the Chapter at such times and under such terms as the Chapter’s Executive Board shall determine. Honorary Members are not considered voting members of the Chapter or the Association.

(b) Chapter Membership Sections. The Executive Board may establish Chapter membership sections or other organizational units based on professional, industry, or specialized fields, or other criteria that the Executive Board may determine from time to time.

Section 3 – Member Rights

(a) Voting rights are reserved for IABC and Chapter members, except as otherwise provided in IABC policy, Chapter policy, or these Bylaws.

(b) IABC and Chapter members are entitled to attend and observe all meetings of the Association, the Chapter, and its Executive Board, and meetings of all Association and Chapter boards, committees, task forces, work groups, forums, and similar subgroups and sessions; however, no member or visitor is entitled to address, interrupt, or otherwise participate in such meetings without the express invitation of either the President, chair, or group leader, or the consent of a majority of the board, committee, or group holding the meeting. The Chapter may establish fees for some meetings.

(c) IABC and Chapter members are not entitled to attend sessions of the Executive Board or any other governing group that have been closed in accordance with law, IABC policy, Chapter policy, or these Bylaws.

Section 4 – Duration of Membership; Resignation and Removal

Membership is effective during the period for which dues have been paid. Any member may resign by contacting IABC. All rights, privileges, and interest of a member in or to IABC/Greater Cincinnati shall cease on termination of membership. Any member may be removed from membership by a two-thirds vote of the Executive Board. For any cause other than nonpayment of dues, removal shall occur only after the member in question has been given at least 30 days’ notice of the proposed termination and reasons for such termination. That member will have at least 15 days to respond in writing to the Chapter’s Executive Board, for forwarding to the Executive Committee of the International Association of Business Communicators, which then shall make a final determination.

ARTICLE 4: DUES

Section 1 – Establishment of Dues

Dues and other Chapter fees shall be set by a two-thirds vote of the Executive Board of IABC/Greater Cincinnati. Other fees and charges shall be established by a majority vote of the Executive Board. Members must pay appropriate International, Region and Chapter dues.

Section 2 – Cancellation

Members who fail to pay their dues within two months after they are due shall be dropped from the rolls, and thereupon forfeit all rights and privileges of membership.

Section 3 – Refunds

No dues shall be refunded to any member whose membership terminates for any reason.

ARTICLE 5: ORGANIZATIONAL STRUCTURE

Section 1 – Administrative Year

The Chapter’s Administrative Year shall begin when the incoming Executive Board and officers begin their terms and shall end when the next Executive Board and officers begin their terms the subsequent year.

Section 2 – Chapter Responsibilities

(a) The Chapter is a group of members, meeting the requirements of and chartered by the IABC Executive Board, and is affiliated with IABC and bound by its Bylaws, policies, and rules, and by the IABC Code of Ethics for Professional Communicators.

(b) The Chapter shall organize itself to serve its members in any appropriate manner that does not contravene the Bylaws, policies, or rules of IABC, or the IABC Code of Ethics for Professional Communicators.

(c) The Chapter shall remain in good standing, as defined by IABC Bylaws, policies, and rules.

ARTICLE 6: MEETINGS OF MEMBERS AND VOTING

Section 1 – Regular Meetings

Regular meetings of IABC/Greater Cincinnati shall be held approximately monthly at such times and locations within the area served by the Chapter as the Executive Board shall determine.

Section 2 – Notice of Meetings

(a) All members shall be sent written notice of meetings, including time, location, and purpose of the meeting, at least one week prior to said meeting, consistent with normal business practices.

(b) Any notice shall be sufficiently given if delivered personally to the member; or if delivered to the last address of such person as recorded in the books of IABC; or if mailed by prepaid mail addressed to said address; or if sent to said address by any means of wire or wireless or any other form of transmitted or recorded communication. Electronic mail may be used for notices at the discretion of the Executive Board to the member’s email address on record.

Section 3 – Special Meetings

(a) The Executive Board may call special meetings of the membership at any time by sending written notice as specified in Section 2.

(b) A special meeting of the membership shall be held no less than 30 days after presentation of a request for such a meeting.

Section 4 – Voting

Voting rights are reserved for members of the Association; Honorary members shall not be eligible to vote.

Section 5 – Quorum

A quorum necessary to act on official business of the entire Chapter shall consist of at least 40 percent of the total voting membership. Voting by proxy is not allowed for Chapter proceedings.

Section 6 – Cancellation

The Executive Board may, by a majority vote, cancel or postpone any meeting of the Chapter for cause, except those called by a quorum of the membership.

ARTICLE 7: OFFICERS

Section 1 – Officers

(a) The officers of IABC/Greater Cincinnati shall be a President, President-Elect, Past President, Secretary, Vice President of Finance, Vice President of Membership, Vice President of Professional Development and Vice President of Communication.

(b) These officers shall perform the duties necessary to the office or as prescribed by the Executive Board, these Bylaws, Chapter policy, and the parliamentary authority adopted by the Chapter. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Executive Board or the President otherwise directs.

(c) The President and President-Elect shall serve a single two-year term. Other elected officers shall serve a two-year term and may be elected for a second consecutive term.

Section 2 – Qualifications for Office

Any Chapter member with a preferred two years of active service or, at a minimum of six months of active service in IABC may be nominated for any Chapter office. However, only Chapter members in good standing shall be eligible for election to office, providing they meet Bylaws requirements.

Section 3 – Nomination of Officers

(a) Candidates for each office except President and Past President shall be selected by a Nominating Committee, consisting of the Past President, President-Elect who will serve as chair and three members appointed by the President. Nominees will be drawn from submission by members of IABC/Greater Cincinnati, including self-nomination.

(b) The President-Elect automatically accedes to the office of President. The outgoing President automatically assumes the office of Past President.

(c) The Nominating Committee shall screen nominees under guidelines adopted by the Executive Board, primarily on the basis of competency criteria established by IABC, with consideration for geographic, demographic, and cultural diversity.

(d) The Nominating Committee shall present its slate to the Executive Board for approval, and copies of the slate shall be sent in writing to all voting members at least 30 days in advance of the final meeting of the calendar year.

Section 4 – Election of Officers

(a) An official ballot shall accompany the slate of officers sent to all voting members; ballots must be returned to the Secretary or as otherwise directed no later than seven days prior to the final meeting of the calendar year. The Nominating Committee shall be responsible for tabulating all official ballots and announcing the elected officers at the final meeting of the calendar year. If a candidate is unopposed, the membership will be advised.

(b) Officers shall take office at the close of the meeting at which their election is announced, and shall hold office until replaced by their duly elected and qualified successors.

Section 5 – Vacancies or Removal

(a) Vacancies in any office on the Executive Board shall be filled for the balance of the term by the Executive Board at any regular or special meeting in accordance with these Bylaws. Successors must be named within 30 days of the vacancy. If the Past President is unable to serve, the Executive Board shall appoint a Past President from among former Presidents of the Chapter.

(b) The Executive Board, at its discretion and following IABC and Chapter policy, may, by two-thirds vote, remove any officer from office.

ARTICLE 8: DUTIES OF OFFICERS

Section 1 – President

The President shall serve as the chief executive officer of IABC/Greater Cincinnati; exercise general supervision over executive affairs of IABC/Greater Cincinnati; preside at all regular and special meetings of the Chapter and of the Executive Board; appoint and serve, ex officio, as a voting member of all committees (except the nominating committee;) represent or appoint a representative of IABC/Greater Cincinnati at meetings of other organizations and in civic, professional, and educational activities; and perform other duties necessary to the office or as prescribed by the Executive Board and these Bylaws. The President shall serve a single two-year term.

Section 2 – President-Elect

The President-Elect shall serve as Executive Vice President of IABC/Cincinnati; act in the absence of the President; and perform other duties necessary to the office or as prescribed by the President, the Executive Board, and these Bylaws. The President-Elect shall serve a single two-year term and shall automatically accede to the office of President.

Section 3 – Secretary

The Secretary shall keep a record of all the proceedings of the Chapter; sign all certified copies of acts of the Chapter; maintain official Chapter record books, Bylaws, policies, procedures, and other documents; prepare meeting notices and orders of business; and perform other duties necessary to the office or as prescribed by the President, the Executive Board, and these Bylaws. The Secretary shall serve a two-year term and may be elected for a second consecutive term. If no Chapter member fills the position, the duties shall be shared by other Officers.

Section 4 – Vice President of Finance

The Vice President of Finance shall serve as Treasurer and chief financial officer of the Chapter; chair the Finance Committee; be responsible for deposit, safekeeping, and disbursement of the funds of the Chapter; maintain records concerning receipts, expenditures, and assets of the Chapter; prepare an annual budget and dues recommendations for the Chapter; prepare full and interim financial reports as directed by the Executive Board; and perform other duties necessary to the office or as prescribed by the President, the Executive Board, and these Bylaws. The Vice President of Finance shall serve a two-year term and may be elected for a second consecutive term.

Section 5 – Vice President of Membership

The Vice President of Membership shall advocate for IABC membership; promote membership, including distribution of promotional materials at meetings and elsewhere and participation in IABC and chapter membership months; be responsible for understanding and explaining the various types of membership; promote IABC efforts to increase membership; lead Chapter efforts to retain and increase the number of members; be the primary Chapter contact for any prospective and new members.; recruit new members and respond to requests for membership information; welcome renewing and new members through direct, individual contact; regularly monitor the  reporting from IABC and share with the Executive Board, and use IABC tools  to obtain lists of members and contact information. The Vice President of Membership shall serve a two-year term and may be elected for a second consecutive term.

Section 6 – Vice President of Professional Development

The Vice President of Professional Development shall lead Chapter efforts to provide relevant content to members and prospects by managing and coordinating the activities of the Executive Board and others to plan and produce scheduled Chapter meetings; select topics, speakers, and locations of individual meetings; make catering arrangements; prepare promotional communications with the Vice President of Communication; introduce speakers at meetings; purchase/present speaker gifts, as appropriate, and develop survey and feedback mechanisms and compile results. The Vice President of Professional Development shall serve a two-year term and may be elected for a second consecutive term.

Section 7 – Vice President of Communication

The Vice President of Communication shall lead Chapter efforts to keep members and prospects informed of Chapter programs and events; prepare and distribute content to ensure members receive timely, accurate information; promote events internally and externally via email, website, social media and other media; manage website and social media accounts, and maintain event registration lists and share with other board members. The Vice President of Communication shall serve a two-year term and may be elected for a second consecutive term.

Section 8 – Past President

The Past President shall chair the Nominating Committee; provide strategic council to the President and other Executive Board members; help identify members to participate on Region- and International-level committees and work groups; and perform other duties necessary to the office or as prescribed by the President, the Executive Board, and these Bylaws.

Section 9 – Board Members at Large

Board members at Large shall participate in planning and voting on Chapter activities, and fill in as needed to assist with events and activities.

ARTICLE 9: EXECUTIVE BOARD

Section 1 – Authority and Responsibility.

(a) The Executive Board shall have supervision, control, and direction of the affairs of IABC/Greater Cincinnati; determine its policy or changes therein within the limits of law, these Bylaws, and the Bylaws, rules, and procedures of IABC; uphold the IABC Code of Ethics for Professional Communicators; actively pursue the Chapter’s mission; and supervise disbursement of its funds.

(b) The Executive Board may adopt such rules and regulations for the conduct of its business as it deems advisable, and may delegate certain of its authority and responsibility to the President, the officers, or to other committees or persons.

(c) The Executive Board shall select a Delegate and Alternate from among the Chapter President, Past President, and President-Elect to cast the Chapter’s vote on IABC issues.

Section 2 – Composition

The Executive Board of IABC/Greater Cincinnati shall consist of the officers of IABC/Greter Cincinnati, as defined in Article 7, Section 1, Paragraph (a). The Chapter’s Executive Board may, at its discretion, appoint long-standing Chapter members as Senior Board members who shall be ex officio, nonvoting members of the Chapter’s Executive Board. In addition, Chapter committee chairpersons, and any members of the IABC Executive Board or the IABC Region Board who are members of IABC/Greater Cincinnati, shall be ex officio, nonvoting members of the Chapter’s Executive Board.

Section 3 – Quorum

(a) A quorum of the Executive Board shall consist of a majority of the voting members.

(b) If a quorum cannot be mustered, a meeting may proceed, and any action taken shall become valid if subsequently confirmed by unanimous approval in writing of the voting members of the Executive Board.

(c) With permission of the President, members may participate in any meeting of the Executive Board or any committee of the Executive Board by means of videoconference, conference telephone, Internet conferencing, or other similar communications or collaborative conferencing equipment or software that enables all persons participating in the meeting to hear and speak with each other. Participation in a meeting by means of such equipment shall constitute presence in person at the meeting.

Section 4 – Meetings

The Executive Board shall meet no fewer than three times during each Administrative Year at such time and at such place as the President may prescribe. Notice of all such meetings shall be given to Executive Board members in the manner specified in Article 6, Section 2, Paragraph (b), not less than 30 days before the meeting is held. Special meetings of the Executive Board may be called by the President or at the request of two-thirds of the officers. Officers shall be notified not less than 72 hours before any such special meeting is held.

Section 5 – Closed Session

(a) The Executive Board may at its discretion, and when required by law, IABC policy, Chapter policy, or these Bylaws, vote to hold closed sessions, provided that (1) the reason for the closed session and (2) the individual vote of each Executive Board member to hold the closed session are recorded in the minutes of the open session.

(b) The only persons entitled to be present during, or review the records of, a closed session are those entitled to vote thereat; others who, although not entitled to vote, are entitled or required under provision of law, IABC policy, Chapter policy, or these Bylaws to be present at the meeting; and those invited by the President or with the consent of the Executive Board.

Section 6 – Compensation

No member of the Executive Board shall receive any compensation for services as an officer or Executive Board member.

ARTICLE 10: COMMITTEES

Section 1 – Selection Criteria

Committee, work group, and task force members, however designated, shall be selected primarily on the basis of competency criteria established by IABC, with consideration for geographic, demographic, and cultural diversity. Except as otherwise provided by these Bylaws, the President shall appoint chairpersons of all committees, work groups, and task forces, however designated.

Section 2 – Finance Committee

A Finance Committee shall be appointed by the President. The Vice President of Finance, as Treasurer and chief financial officer, shall chair the Committee; other members may include the President at his or her discretion, and shall include the President-Elect and at least two other Chapter members. At the Executive Board’s discretion, a non-member who may be a public accountant or professional financial advisor may be hired on an as-needed basis to advise and assist the Executive Board. It shall be the duty of the Finance Committee to review regular financial results; to oversee preparation of an operating budget for the fiscal year adopted by the Executive Board; to annually review the Chapter’s policy on reserves; and to recommend reserve amounts for the Chapter to maintain. The Finance Committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote of the Executive Board, and shall report as defined in Chapter policy.

Section 3 – Other Standing Committees, Special Committees, and Task Forces

The President shall appoint such other committees, subcommittees, task forces, work groups, or advisory bodies, however designated, as are necessary and which are not in conflict with other provisions of these Bylaws, and shall prescribe their duties. The Executive Board may delegate to any such committee any of the powers of the Executive Board, subject to any rules and procedures imposed from time to time by the Executive Board. Members shall serve at the pleasure of the Executive Board, without remuneration. All such committees, subcommittees, task forces, work groups, or advisory bodies, however designated, shall be accountable to the Executive Board as defined in Chapter policy.

ARTICLE 11: FINANCE

Section 1 – Authority

The Executive Board shall have supervision, control, and direction of the receipts, expenditures, and assets of IABC/Greater Cincinnati.

Section 2 – Fiscal Year

The fiscal year of IABC/Greater Cincinnati shall be the same as that of the International Association of Business Communicators.

Section 3 – Budget

In advance of each fiscal year, the Executive Board shall adopt an operating budget covering all activities of IABC/Greater Cincinnati.

Section 4 – Reserves

The Executive Board shall develop polices and shall retain or develop financial reserves it deems adequate to provide reasonable financial stability of the Chapter and continuity of its operations and member services. The amount of these operating reserves shall be reviewed annually by the Finance Committee and ratified by the Executive Board.

Section 5 – Bonding

The Vice President of Finance and other Executive Board members, as determined by the President, shall be bonded in an amount deemed practical by the Executive Board.

Section 6 – Audits

The accounts of IABC/Greater Cincinnati may be audited not less than annually by an independent Certified Public Accountant, approved by the Executive Board, who shall provide a report to the Executive Board and the membership.

ARTICLE 12: OPERATIONS

Section 1 – Rules of Order

Unless covered by these Bylaws, meetings and procedures of IABC/Greater Cincinnati shall be conducted according to standard business processes with pre-determined agenda items, time for discussion, and voting when necessary.

Section 2 – Policies

(a) Code of Conduct. The Chapter and its members and staff, if any, shall abide by the IABC Code of Ethics for Professional Communicators and the Bylaws and policies of IABC. In addition, the Executive Board may, from time to time, make, repeal, or amend rules and a Code of Conduct that shall be binding on Chapter members and staff, if any. Any such rules and Code may relate to the general regulation of the Chapter and its members and staff, if any, and may contain procedures necessary or desirable for the proper running and carrying out of the objectives of the Chapter.

(b) Rules, Regulations, and Policies. The Executive Board may establish rules, regulations, and policies, and the President shall maintain a Policy Manual relating to governance, management, operation, and administrative procedures of, and provision of services and conferring of honors by, the Chapter. These rules, regulations, and policies shall in no instance contravene or be inconsistent with law, these Bylaws, or the Bylaws, rules, and procedures of IABC.

Section 3 – Duties of Officers, Directors, and Others

Every officer or Director of IABC/Greater Cincinnati, in exercising the powers and discharging the duties of an officer or Director, shall act honestly and in good faith with a view to the best interests of the Association and the Chapter, and shall exercise the care, diligence, and skill that a reasonable, prudent person would exercise in comparable circumstances.

ARTICLE 13: NONDISCRIMINATION

Section 1

IABC/Greater Cincinnati shall not deny membership or membership privileges on the basis of race, ethnicity, color, creed, religion, physical ability, gender, sexual orientation, age, national origin, or language.

ARTICLE 14: DISSOLUTION

Section 1 – Procedure

These Bylaws may be amended – or approved in total – at any regular or special meeting of IABC/Greater Cincinnati at which a quorum is present, by a two-thirds vote of the voting members present, provided that the proposed amendments have been submitted and reviewed in accordance with the procedures set forth in Section 2 and sent in writing to all members of the Chapter not less than 30 days prior to the meeting at which they will be considered, and provided that at least a majority of the Executive Board is present for the Chapter vote. Electronic mail or any other form of transmitted or recorded communication may be used for notice of proposed amendments and for voting, at the discretion of the Executive Board. Written notice of the meeting or voting instructions and ballot must accompany the proposed amendments.

Section 2 – Submission and Review

Any member may propose an amendment to these Bylaws by first delivering, in writing, a copy of the proposed Bylaws amendment to the President of the Chapter. The Executive Board shall review the proposed Bylaws amendment for content, form, and congruence with other Bylaws, and shall, at the request of the member proposing the Bylaws amendment, present the proposed amendment at the next possible regular or special meeting of the Chapter with their recommendation, for consideration under the provisions set forth in Section 1.

Section 3 – Conformance with IABC Bylaws

These Bylaws and any amendments to them shall in no instance contravene Bylaws of IABC. In cases where there is a conflict, IABC Bylaws and policy shall prevail.

 

Approved [DATE TO BE DETERMINED BY GREATER CINCINNATI CHAPTER MEMBER VOTE, TO BE CAST NO LATER THAN MIDNIGHT (ET) MARCH 9, 2017.]