IABC BYLAWS
Approved June 6, 2006
Section 1. Vision.
The International Association of Business Communicators links communicators in a global network that inspires, establishes, and supports the highest professional standards of quality and innovation in organizational communication. We are recognized as the professional association of choice for communicators who aspire to excel in their chosen fields.
Section 2. Mission.
IABC’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 ground-breaking 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.
Section 3. Philosophy.
IABC is a volunteer-driven organization whose strength is derived from the dedication of its members to the advancement of their profession, with a commitment to improving the effectiveness of organizations through strategic, interactive, integrated business communication management. Its members are united in the belief that organizational communication is a high calling. They are drawn together to support their common goal of achieving excellence in their professional lives and the lives of the organizations they serve.
Section 4. Purpose.
IABC serves three principal constituencies in support of the IABC Mission:
(a) Members of the Association. IABC serves members by providing products, services, resources, activities, learning and networking opportunities, awards programs, and other forms of professional and personal development.
(b) Chapters, Regions, and Other Subdivisions, and their Officers and Leaders. IABC serves its organizational subdivisions and leadership by providing services, management support, leadership development, conferences, and awards programs encouraging and recognizing innovation, creativity, and best practices.
(c) The Profession at Large. IABC serves the communication profession by establishing standards, principles, and recognition for high-quality, innovative, ethical, effective, technologically advanced communication practices; by encouraging and developing programs supporting professional accreditation; through research; and by working with communicators and communications organizations to improve the effectiveness of organizational communication worldwide.
Section 1 Name.
The name of this organization shall be the International Association of Business Communicators, a not-for-profit organization incorporated in the Commonwealth of Pennsylvania, USA, and licensed to operate in the State of California, USA.
Section 2. Location.
Offices of the Association shall be located in California and/or in such other localities as determined by the Executive Board.
Section 1. Qualification.
Membership in this Association 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, and include:
(a) Regular Members. Regular Members include professional communicators, educators, consultants, and other professionals in the communication field; 500 Club and other lifetime members, as defined in IABC policy; Fellows; Members At Large; and others as may be designated from time to time by the Executive Board.
(b) Student Members. Student Membership is open to students of educational institutions, as defined in IABC policy.
(c) Lifetime Members, Honorary Members, and Fellows. Lifetime, Honorary, or Fellow Memberships may be conferred upon members of the Association at such times and under such terms as the Executive Board shall determine. Honorary Members are not considered voting members of the Association.
(d) Affiliate Members. The Executive Board may establish affiliate membership, based on membership in Affiliate organizations, as set forth in Article 3, Section 8, and other categories of membership, as the Executive Board may determine from time to time.
(e) Membership Sections. The Executive Board may establish membership sections based on professional, industry, or specialized fields, or other criteria that the Executive Board may determine from time to time.
(f) Service and Participation. Policies governing services and participation for all membership categories and sections shall be determined by the Executive Board, unless otherwise stipulated in these bylaws.
Section 3. Member Rights.
(a) Voting rights are reserved for Regular Members of the Association.
(b) Regular Members are entitled to attend and observe all meetings of the Association and the Executive Committee; and meetings of all Association boards, committees, task forces, work groups, forums, and similar subgroups and sessions; however, no Regular Member is entitled to address, interrupt, or otherwise participate in such meetings without the express invitation of either the Chair or group leader, or the consent of a majority of the board, committee, or group holding the meeting. The Association and its Regions, Chapters, and other subdivisions may establish fees for some meetings.
(c) Regular Members are not entitled to attend sessions of the Executive Board, the Executive Committee, or any other governing group that have been closed in accordance with law, IABC policy, or IABC bylaws, as set forth in Article 6, Section 10.
Section 4. Dues.
(a) Establishment of Dues. Dues shall be established by a two-thirds vote of the Executive Board. Other fees and charges shall be established by a majority vote of the Executive Board. Lifetime and Honorary members must pay appropriate Region and Chapter dues, but are exempted from International dues.
(b) Cancellation. Members who fail to pay their dues within two months after they are due shall be notified and dropped from the rolls, and thereupon forfeit all rights and privileges of membership.
(c) Refunds. No dues shall be refunded to any member whose membership terminates for any reason.
Section 5. Duration of Membership; Resignation/Removal.
Membership is effective during the period for which dues have been paid. Any member may resign by filing a written resignation with the Secretary/Treasurer or with IABC. All rights, privileges, and interest of a member in or to the Association shall cease on termination of membership. Any member may be removed from membership by the Executive Board by a two-thirds vote. 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 IABC for submission to the Executive Committee, which then shall make a final determination.
Section 1. Administrative Year.
The Association’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. Organization.
The Executive Board may establish organizational units, such as Chapters, Regions, affiliates, sections, special interest groups, or other subdivisions, that serve the interests of the Association.
Section 3. Regions.
(a) The Association shall be divided into geographic Regions as determined from time to time by the Executive Board.
(b) Each Region shall elect a Region Board, composed of representatives from Chapters within the Region and Members At Large, to provide various governance, administrative, and support functions. Each Region Board shall determine its own composition, policies, and operating rules and procedures; but such policies, rules, and procedures shall not be in conflict with the bylaws, policy manual, or other written rules or procedures of IABC. Each Region Board shall select one member to serve on the Association Nominating Committee.
(c) Each Region shall elect a Chair, who shall chair meetings of the Region Board; exercise general supervision over executive affairs of the Region; serve as primary liaison between the Region and the IABC Executive Board; cast the Region’s vote on IABC issues; and serve as Region representative to the IABC Council of Regions. The Region Board shall select an Alternate to cast the Region’s vote on IABC issues in the absence of the Chair.
(d) In each Region, a Past Chair shall lead the identification and nomination of candidates for the IABC Executive Board and Research Foundation Board; either serve as Nominating Committee delegate to the IABC Executive Board or oversee the selection of such Nominating Committee delegate; and help identify members to participate on International-level committees and work groups.
Section 4. Other Subdivisions.
Each Region may be further divided into various geographic subdivisions, under procedures as determined from time to time by the IABC Executive Board.
Section 5. Chapters.
(a) Chapters are groups of members, meeting the requirements of and chartered by the IABC Executive Board, and are affiliated with IABC and bound by its bylaws, policies, and rules, and by the IABC Code of Ethics for Professional Communicators.
(b) Chapters may organize themselves to serve their 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) Each Chapter 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.
(d) Chapters must remain in good standing, as defined by IABC bylaws, policies, and rules. The Executive Board may, by a two-thirds vote, revoke a Chapter’s charter, as outlined in IABC policy.
Section 6. New Chapters.
(a) A group of 15 or more Regular Members, meeting the requirements outlined in IABC’s bylaws and policy manual, may apply to the Executive Board for affiliation as an IABC Chapter.
(b) The Executive Board may, by a two-thirds vote, issue a charter for the Chapter.
Section 7. Members At Large.
A Member At Large is any Regular Member of IABC who does not belong to a Chapter. Members At Large are required to pay International and appropriate Region dues. At least one Delegate and Alternate shall be selected from among their number to cast the Member At Large vote on IABC issues.
Section 8. Affiliates.
The Executive Board may recognize as an Affiliate an organization of individuals whose interests, objectives, and activities are compatible with IABC.
Section 9. Disciplinary Action.
Any Chapter, Region, Affiliate, section, special interest group, or other subdivision that fails to comply with IABC bylaws, policies, or rules may be subject to disciplinary action by a two-thirds vote of the Executive Board, as provided in IABC policy.
Section 1. Officers.
The officers of the Association shall be a Chair; Vice Chair; Past Chair; and Secretary/Treasurer. These officers shall perform the duties necessary to the office or as prescribed by the Executive Board, these bylaws, IABC policy, and the parliamentary authority adopted by IABC. 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 Chair otherwise directs.
(a) Chair. The Chair shall be the chief elected officer of the Association; exercise general supervision over executive affairs of the Association; preside at all Annual and Special Meetings of the Association; preside at all Executive Board and Executive Committee meetings; appoint and serve as an ex-officio member of all Association committees; appoint all committee chairs, except as otherwise provided by these bylaws; and represent or appoint a representative of the Association at meetings of other organizations and at public affairs. The Chair shall serve a single one-year term.
(b) Vice Chair. The Vice Chair shall have duties assigned by the Chair and by these bylaws; act in the absence of the Chair; serve as the Executive Board’s liaison to the IABC Council of Regions; oversee long-range planning activities for the Association; represent the Association in the absence of the Chair; serve on the Nominating Committee; serve on the Finance Committee; serve as an ex-officio member of all standing committees; and serve on the Executive Committee.
(c) Past Chair. The Past Chair shall have duties assigned by the Chair and by these bylaws; chair the Nominating Committee; lead identification and nomination of candidates for the Executive Board and Research Foundation Board; provide strategic council to the Chair and other Executive Board members; help identify members to participate on International-level committees and work groups; and serve on the Executive Committee.
(d) Secretary/Treasurer. The Secretary/Treasurer shall have duties assigned by the Chair and by these bylaws; serve as chief financial officer for the Association; chair the Finance Committee; be responsible for deposit, safekeeping, and disbursement of the funds of the Association; maintain records concerning receipts, expenditures, and assets of the Association; prepare an annual budget and dues recommendations for the Association; prepare full and interim financial reports as directed by the Executive Board; keep a record of all the proceedings of the Association; sign all certified copies of acts of the Association; maintain official Association record books, bylaws, policies, procedures, and other documents; prepare meeting notices and orders of business; assist with administrative duties as assigned by the Chair; and serve on the Executive Committee. The Secretary/Treasurer shall serve a one-year term, and may be elected for a second consecutive term.
Section 2. Qualifications.
Any Regular Member may be nominated for any Association office. However, only Regular Members in good standing shall be eligible for election to office, providing they meet bylaw requirements.
Section 3. Officer Nomination.
(a) The Executive Board shall appoint a Nominating Committee, consisting of the immediately available Past Chair, who chairs the committee; the Vice Chair; one member in his or her second term of service on the Executive Board, or, if there is no such member, one member in his or her third year on the Executive Board; the IABC Research Foundation Past Chair; one IABC Research Foundation trustee in his or her second year on the Foundation Board, selected by the Foundation Chair and ratified by the Foundation Board; and one member from each Region, selected under procedures established individually by each Region Board, in accordance with Article 4, Section 3, Paragraph (b). The President and the Chair shall be ex-officio, nonvoting members of the Nominating Committee. The Nominating Committee shall nominate candidates for the offices of Vice Chair and Secretary/Treasurer. Nominees may be drawn from submissions by any source, including self-nomination.
(b) The Region Boards shall select Nominating Committee members from among Regular Members recommended by the Chapters, Members At Large, and any other source, including self-nomination. Nominating Committee members shall be selected primarily on the basis of competency criteria established by IABC, with consideration for geographic, demographic, and cultural diversity.
(c) The Vice Chair automatically succeeds to Chair. Nominees for Secretary/Treasurer must be members of the Executive Board or candidates for director.
(d) 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; and shall present its slate to the Executive Board for approval. Copies of the approved slate shall be delivered to all Chapter Presidents, Region Chairs, Delegates, and Alternates, along with notice of the Annual Meeting, in the manner specified by Article 5, Section 3, Paragraph (b), at least 45 days before the Annual Meeting.
Section 4. Election.
Officers shall be elected at the Annual Meeting. These officers, and the Chair, shall take office upon ratification by a majority vote of voting Delegates (or their Alternates) at the Annual Meeting, and hold office until replaced by their duly elected and qualified successors.
Section 5. Term of Office.
The Chair and Vice Chair shall serve a single one-year term, or until a successor is duly elected and qualified. The Secretary/Treasurer shall serve a one-year term, and may be elected for a second consecutive term.
Section 6. Vacancies or Removal.
(a) Vacancies in any elective office shall be filled for the balance of the term by the Executive Board at any meeting, in accordance with provisions in IABC policy.
(b) The Executive Board, at its discretion and following IABC policy, may, by two-thirds vote, remove any officer from office.
Section 1. Annual Meeting.
The Association shall conduct an Annual Meeting in conjunction with, and at the location of, the International Conference, for election of officers and Executive Board members, and the conduct of Association business.
Section 2. Special Meetings.
Special Meetings may be called by the Executive Board or the Executive Committee at such times and locations as the Chair may prescribe. Special Meetings may be held at any location. Five percent or more of Regular Members, 25 percent of the Association’s Delegates, or a majority of the Region Boards may call a Special Meeting by a written request to the Secretary/Treasurer or IABC for submission to the Chair. The Executive Board must hold the Special Meeting not less than 35 nor more than 60 days after receipt of the request.
Section 3. Notice of Meetings.
(a) All Chapter Presidents, Region Chairs, Delegates, and Alternates shall be sent written notice of Annual and Special Meetings. The notice shall include the time, location, and purpose of the meeting and, for the Annual Meeting, a list of nominees for officer and Executive Board positions. For Special Meetings called by five percent or more of the Regular Members, 25 percent of the Association’s Delegates, or a majority of the Region Boards, notice of the meeting must be given within 20 days after receipt of the request.
(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, provided the member has consented to such method of notification. IABC or the Secretary/Treasurer may change the address on IABC’s books of any member, director, officer, auditor, or member of a committee of the Executive Board in accordance with any information believed to be reliable.
Section 4. Voting.
(a) Those eligible to vote at Annual or Special Meeting shall be members of the Executive Board, Region Chairs (or their Alternates), and Delegates (or their Alternates), as defined in Article 3, Section 3 (c); Article 3, Section 5 (c); and Article 3, Section 7.
(b) Each Executive Board member and Region Board Chair (or their Alternate) shall have one vote. Each Delegate (or their Alternate) shall have one vote for every 10 Regular Members, or fraction thereof, of the IABC Chapter or At-Large Membership represented. The number of Regular Members shall be determined on the basis of the dues received at IABC at least 10 days in advance of the Annual or Special Meeting.
(c) When any law, the Articles of Incorporation, or these bylaws require a measure to be approved by a two-thirds majority of those voting, the measure must be approved by twothirds of the Delegates (or their Alternates). Measures requiring a simple majority may be approved by a majority of the votes cast by Executive Board members, Region Board Chairs (or their Alternates), and Delegates (or their Alternates).
(d) Voting on all matters, including amendment of bylaws and the election of Executive Board members or officers, may be conducted by any means allowable by law, including mail, telephone call, telegram, cablegram, electronic mail, or any other means of electronic or telephonic transmission; provided that any such means of voting must either set forth or be submitted with information from which it can be determined that such vote was authorized by the member.
Section 5. Quorum.
At any Annual or Special Meeting, a quorum shall consist of a majority of the total Regular Membership of IABC as represented by those receiving credentials as Delegates (or their Alternates), and by those holding unrevoked proxies for absent Delegates (or Alternates).
Section 6. Proxies.
(a) Voting. Delegates to any Annual or Special Meeting may assign their vote(s) by written proxy to another member of the same organizational unit, to the appropriate Region representative, or to any Executive Board member. When the Delegate or Alternate is not present in person or by proxy, their vote(s) may be cast by the appropriate Region representative, or, in the absence of such representative, by a member of the Executive Board. The voter, in all cases, must be a regular member of IABC.
(b) General Procedure. Every proxy shall be executed in writing by the member otherwise entitled to vote. For all purposes under this Section 6, filing or actual delivery to the Secretary/Treasurer or IABC shall be accomplished by actual delivery by mail, other courier, or any means of wire or wireless or any other form of transmitted or recorded communication, (1) to the Secretary/Treasurer or (2) to IABC (or to such other location as the Executive Board may provide in the notice accompanying a proxy), in accordance with the provisions of Article 5, Section 6, Paragraph (c). Electronic mail may be used for notices at the discretion of the Executive Board, provided the member has consented to such method of notification. Proxies shall not be accepted for Executive Board or Executive Committee meetings.
(c) Time for return. Every proxy form distributed by IABC shall provide the Delegate otherwise entitled to vote with not less than 15 days (from the date of mailing) to return the proxy to the Secretary/Treasurer or to IABC. No proxy may be counted or otherwise treated as valid unless it is actually delivered to the Secretary/Treasurer or to IABC not less than 10 days before the date of the meeting at which it is to be exercised.
(d) Revocation or Expiration. Any proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice of the revocation has been actually delivered in person, or by mail, other courier, or any means of wire or wireless or any other form of transmitted or recorded communication, to the Secretary/Treasurer or to IABC. Unless it specifically states otherwise, a proxy shall be valid only for the next meeting after it is given, after which it expires. No unrevoked proxy shall be valid for longer than 11 months after its execution. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is actually delivered to the Secretary/Treasurer or to IABC.
Section 7. Credentials.
The Chair shall appoint a Credentials Committee of five members, meeting the criteria specified in Article 8, Section 1, at least 10 days prior to any Annual or Special Meeting. The Credentials Committee shall inspect the records for the purpose of determining the number of Regular Memberships, inspect the credentials of Delegates attending the meeting, inspect proxies, supervise the voting, and announce the results. A two-thirds vote shall be required to reverse findings of the Credentials Committee.
Section 8. Cancellation or Postponement.
The Executive Board may, by a two-thirds vote, cancel or postpone any Annual or Special Meeting, except those called by five percent or more of the Regular Members, 25 percent of the Association’s Delegates, or a majority of the Region Boards.
Section 1. Authority and Responsibility.
(a) Scope of Authority. The Executive Board shall have supervision, control, and direction of the affairs of the Association; determine its policy or changes therein within the limits of law, these bylaws, and the Articles of Incorporation; uphold the IABC Code of Ethics for Professional Communicators; actively pursue the Association’s mission; and supervise disbursement of its funds. 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 Executive Committee, the Chair, the President, or to other committees or persons.
(b) Region Liaisons. The Chair shall appoint each non-officer director of the Executive Board as liaison to one or more Regions, with duties and responsibilities as determined from time to time by the Executive Board.
(c) Portfolios. The Chair may, at his or her discretion, appoint directors to manage portfolios as determined from time to time by the Executive Board, and designate their duties and responsibilities. Portfolio managers are allowed, with the consent of the Executive Board, to form committees, work groups, or task forces of any size, as necessary to accomplish their duties. Any such committee, work group, or task force members shall be selected under guidelines adopted by the Executive Board, as specified in Article 8, Section 1.
Section 2. Composition.
The Executive Board shall consist of the Chair, the Past Chair, the Vice Chair, and nine elected directors, one of whom shall be elected to the office of Secretary/Treasurer. The Chair of the IABC Research Foundation shall be an ex-officio, voting member of the Executive Board. Committee and task force chairs, however designated and the President shall be ex-officio, nonvoting members of the Executive Board.
Section 3. Qualifications.
Any Regular Member may be nominated for director. However, only Regular Members in good standing shall be eligible for election as directors, providing they meet bylaw requirements.
Section 4. Nomination.
(a) Each director is nominated by a Nominating Committee consisting of the immediately available Past Chair, who chairs the committee; the Vice‑Chair; one member in his second term of service on the Executive Board, or, if there is no such member, one member in his third year on the Executive Board; the IABC Research Foundation Vice Chair; one IABC Research Foundation trustee in his second year on the Foundation Board, selected by the Foundation Chair and ratified by the Foundation Board; and one member from each Region, selected under procedures established individually by each Region Board, in accordance with Article 4, Section 3, Paragraph (b). The President and the Chair shall be ex-officio, nonvoting members of the Nominating Committee. Nominees may be drawn from submissions by any source, including self-nomination.
(b) The Nominating Committee shall develop its own procedures for screening 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; and shall present its slate to the Executive Board for approval. Notice of the Annual Meeting and copies of the approved slate shall be delivered to all Chapter Presidents, Region Chairs, Delegates, and Alternates in the manner specified by Article 5, Section 3, Paragraph (b), at least 45 days before the Annual Meeting.
Section 5. Election.
Directors shall be elected at the Annual Meeting. These directors shall take office upon ratification by a majority vote of voting Delegates at the Annual Meeting and shall continue to serve until replaced by their duly elected and qualified successors.
Section 6. Term of Office.
Elected directors each serve a three-year term or until a successor is duly elected and qualified, with three directors elected each year. A director may be elected for a second consecutive term.
Section 7. Vacancies or Removal.
(a) Vacancies in any directorship shall be filled for the balance of the term by the Executive Board at any meeting, in accordance with provisions in IABC policy.
(b) The Executive Board, at its discretion and following IABC policy, may, by two-thirds vote, remove any director.
Section 8. Quorum.
A quorum of the Executive Board shall consist of a majority of the voting members. If a quorum is not present, the meeting may proceed and any action taken shall become valid if subsequently confirmed by unanimous approval in writing of the Executive Board members. With permission of the Chair, 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 9. Meetings.
(a) The Executive Board shall meet no less than three times during each Administrative Year at such time and at such place as the Chair may prescribe. At least one meeting shall be held at the site of each Annual Conference, and within 48 hours of the Conference dates.
(b) Notice of all such meetings shall be given to Executive Board members in the manner specified by Article 5, Section 3, Paragraph (b), not less than 30 days before the meeting is held. Special Meetings of the Executive Board may be called by the Chair or at the request of two-thirds of the directors. Directors shall be notified not less than 72 hours before the meeting is held.
(c) No alternate member or director may be designated to vote or debate on behalf of, or otherwise take the place of, a director absent from any meeting of the Executive Board.
(d) No director who is unable to attend a meeting of the Executive Board may grant a proxy to another member of the Executive Board or to any other member.
Section 10. Closed Session.
(a) The Executive Board may at its discretion, and when required by law, IABC 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, or these bylaws to be present at the meeting; and those invited by the Chair or with the consent of the Executive Board.
Section 11. Compensation.
No member of the Executive Board shall receive any compensation for their services as an Executive Board member.
Section 1. Authority and Responsibility.
(a) The Executive Committee may act on behalf of the Executive Board between Executive Board meetings on all matters, pursuant to delegation of authority to such committee by the Executive Board. Actions of the Executive Committee shall be reported to the Executive Board by mail or at the next Executive Board meeting.
(b) In accordance with the provisions of Article 6, Section 9, Paragraphs (c) and (d), neither alternate members nor voting by proxy are permitted.
Section 2. Composition and Selection.
The Executive Committee shall consist of the officers and a director selected by the non-officer directors. The Chair of the Executive Board shall chair the Executive Committee.
Section 3. Quorum and Call of Meetings.
A majority of the Executive Committee shall constitute a quorum at any duly called meeting of the Executive Committee. The Chair shall call such meetings of the Executive Committee as the business of the Association may require or at the request of a majority of the Executive Committee.
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 Chair 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 Chair. The Secretary/Treasurer, as chief financial officer, shall chair the Committee; other members may include the Chair at his or her discretion, and shall include the Vice Chair, a director selected by the Chair, a director selected by the non-officer directors, and other members at the Chair’s discretion. 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 IABC’s policy on reserves; and to recommend reserve amounts for the Operating Reserve Fund and Special Project Fund. 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 IABC policy.
Section 3. Investments Committee.
An Investments Committee shall be appointed by the Chair. An IABC member who is not a member of the Executive Board shall chair the Committee; other members may include the Chair at his or her discretion, and shall include the Vice Chair, the Secretary/Treasurer, a director selected by the non-officer directors, and other members at the Chair’s discretion. It shall be the duty of the Investments Committee to recommend a financial advisor for Association funds, for approval by the Executive Board; work with said financial advisor to develop and recommend investment options for approval of the Executive Board; recommend investment policy; supervise investment of IABC funds, up to limits established by the Executive Board, in vehicles with guaranteed returns offered by such banks, trust companies, or other corporate bodies or organizations as may from time to time be designated by, or under authority of, the Executive Board; and report to the Executive Board as defined in IABC policy.
Section 4. Audit Committee.
(a) An Audit Committee of five members shall be appointed by the Chair. The Committee shall consist of two IABC members who are not members of the Executive Board, and who are not employed by IABC; one trustee on the IABC Research Foundation Board, identified by the Foundation Chair; and two Executive Board members who are not officers of the Association. Committee members who no longer meet these requirements must resign from the Committee. Committee members shall serve one-year terms and may be reappointed for a second consecutive term.
(b) A private session will be held annually between the Audit Committee and auditors, in the absence of Association staff. It shall be the duty of the Audit Committee to oversee and approve an audit of the books and finances of the Association at the close of the fiscal year and to report to the Executive Board and at the Annual Meeting, as defined in IABC policy.
Section 5. Ethics Committee.
An Ethics Committee of at least three accredited members shall be appointed by the Chair. It shall be the duty of the Ethics Committee to support the IABC Code of Ethics for Professional Communicators; recommend membership sanctions to the Executive Board in accordance with IABC policy; offer advice and assistance to individual communicators regarding specific ethical situations; assist with professional development activities dealing with ethics; and report to the Executive Board as defined in IABC policy.
Section 6. Accreditation Council.
An Accreditation Council of at least nine members shall be appointed by the Chair; each member shall be accredited by IABC. The Accreditation Council shall administer, promote, and support a professional accreditation program under direction of the Executive Board; coordinate with and support Chapter and Region Accreditation Chairs and activities; coordinate accreditation activities with the IABC Accreditation Board; and report to the Executive Board as defined in IABC policy.
Section 7. Other Standing Committees, Special Committees, and Task Forces.
The Chair 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 IABC policy.
Section 1. Authority.
The Executive Board shall have supervision, control, and direction of the receipts, expenditures, and assets of IABC.
Section 2. Fiscal year.
The fiscal year of the Association shall be adopted by the Executive Board.
Section 3. Budget.
In advance of each fiscal year, the Executive Board shall adopt an operating budget covering all activities of the Association.
Section 4. Operating Reserve Fund.
The Executive Board shall develop polices and shall retain or develop financial reserves it deems adequate to provide reasonable financial stability of the Association and continuity of IABC operations, including security for staff members, continuation of member services, and capital and facilities improvements. The amount of the Operating Reserve Fund shall be reviewed annually by the Finance Committee and ratified by the Executive Board.
Section 5. Special Project Fund.
The Executive Board shall develop policies and shall retain or develop financial reserves it deems adequate to fund long-range purposes such as product development and business growth. The amount of the Special Project Fund shall be reviewed annually by the Finance Committee and ratified by the Executive Board.
Section 6. Bonding.
The Secretary/Treasurer, the President, and other Association staff members, as determined by the President, shall be bonded by IABC in an amount deemed practical by the Executive Board.
Section 7. Audit.
The accounts of the Association shall be audited not less than annually by a Certified Public Accountant, approved by the Executive Board, who shall provide a report to the Executive Board and the membership. The audit report shall be approved by a simple majority vote at the Annual Meeting of those eligible to vote.
Section 8. Borrowing Power.
Subject to any limits in law or the Articles of Incorporation, the Executive Board may from time to time on behalf of the Association, without authorization of the members, borrow money upon the credit of the Association.
Section 1. President and Staff.
(a) Appointment. The Executive Board shall employ a President, where conditions of employment shall be specified by the Executive Board. A candidate for the position must be confirmed by an affirmative vote of two-thirds of the Executive Board; the President may be terminated by a two-thirds vote. (b) Authority and responsibility. The President shall be the chief executive of the Association and shall provide operations and staff support for the Association; perform duties as directed and as necessary to carry on the work of the Association; and be responsible for any management functions designated by, and within guidelines established by, the Executive Board, under general supervision of the Chair. The President shall employ, fix compensation within the approved budget for, and terminate employment of members of the staff as necessary to carry on the work of the Association. The President shall define duties of staff, supervise their performance, establish their titles, and, with the permission of the Chair or the Executive Board, may delegate management responsibilities. The President is an ex-officio member of the Executive Board and all IABC committees.
Section 2. Parliamentary Authority.
Association meetings and procedures shall be regulated and controlled according to Roberts Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by these bylaws.
Section 3. Policies
(a) Code of Conduct. The Association and its members and employees 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 members and staff. Any such rules and code may relate to the general regulation of the Association and its members and employees, and may contain procedures necessary or desirable for the proper running and carrying out of the objectives of the Association.
(b) Rules, Regulations, and Policies. The Executive Board may establish rules, regulations, and policies, and shall maintain a policy manual relating to governance, management, operation, and administrative procedures of, and provision of services and conferring of honors by, the Association. These rules, regulations, and policies shall in no instance contravene or be inconsistent with law, these bylaws, or the Articles of Incorporation.
Section 4. Duties of Officers, Directors, and Others.
Every director and officer of IABC, in exercising the powers and discharging the duties of a director or officer, shall act honestly and in good faith with a view to the best interests of the Association, and shall exercise the care, diligence, and skill that a reasonable, prudent person would exercise in comparable circumstances.
(a) Limitation of Liability. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects, or defaults of any other director, officer, or employee; or for joining in any receipt or other act for conformity; or for any loss, damage, or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association; or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested; or for any loss or damage arising from the bankruptcy, insolvency, or tortuous acts of any person with whom any of the moneys, securities, or effects of the Association shall be deposited; or for any loss occasioned by any error of judgment or oversight on the part of the director or officer; or for any other loss, damage, or misfortune that shall happen in the execution of the duties of such office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with law and the regulations thereunder or from liability for any breach thereof.
(b) Indemnity. Subject to law and the Articles of Incorporation, the Association shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Association’s request as director or officer of a body corporate of which the Association is or was a shareholder or creditor, and such person’s heirs and legal representatives, by insurance or other means, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred in respect of any civil, criminal, or administrative action or proceeding to which such person is made a party by reason of having been a director or officer of the Association or such body corporate; provided that such person (1) acted honestly and in good faith with a view to the best interests of the Association, and (2) in the case of a civil, criminal, or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that such conduct was lawful. The Association shall also indemnify such person in such other circumstances as law permits or requires. Nothing in this bylaw shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this bylaw.
Section 5. Nondiscrimination.
IABC shall not accept an organizational unit that denies membership or membership privileges on the basis of race, ethnicity, color, creed, religion, physical ability, gender, sexual orientation, age, national origin, or language.
Section 1. Procedure.
These bylaws may be amended only at an Annual or Special Meeting of IABC by a two-thirds vote of the Delegates (or their Alternates), provided that copies of proposed changes have been delivered in writing to the Chapter Presidents, Delegates, and Alternates in the manner specified by Article 5, Section 3, Paragraph (b), no later than 45 days prior to the voting date. Amendments must receive approval of either the Executive Board or a majority of the Region Boards prior to submission for Delegate vote.
Section 2. Dissolution.
(a) Motion to Dissolve. The Association can only be dissolved at an Annual Meeting of the Association by a two-thirds vote of Delegates (or their Alternates), and only if a quorum is present or voting by proxy. A proposal to dissolve the Association must be submitted to the Secretary/Treasurer or to IABC. Any such proposal petitioned by at least 25 percent of the Chapters of the Association or by a majority of the Region Boards, or approved by a majority of the Executive Board, shall be delivered in writing to the Chapter Presidents, Region Chairs, Delegates, and Alternates, along with written notice of the meeting, in the manner specified by Article 5, Section 3, Paragraph (b), no later than 15 days prior to the meeting at which said proposal is to be considered.
(b) Dispersal of Funds. The Association shall use its funds only to accomplish the mission specified in these bylaws; no part of said funds shall be accrue to or distributed to individual members of IABC. On dissolution of the Association, any funds remaining shall be distributed to one or more organizations qualified under either Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code of the United States (or corresponding provisions of any subsequent United States tax law), as the Executive Board shall select.
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