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IABC Bylaws

IABC’s governing document, approved by chapter delegates.

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IABC Bylaws

Revised June 2011

PREAMBLE

Section 1. Vision.
The International Association of Business Communicators (IABC) enables a global network of communicators working in diverse industries and disciplines to identify, share, and apply the world’s best communication practices. IABC is 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.

ARTICLE 1 NAME AND LOCATION

Section 1 Name.
The name of this organization is 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.

ARTICLE 2 MEMBERSHIP

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) Professional Members. Professional Members include professional communicators, educators, consultants, and other professionals in the communication field; Fellows; retired communicators; 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) Affiliate Members. The Executive Board may establish affiliate membership, based on membership in Affiliate organizations, as set forth in Article 3, Section 6, and other categories of membership, as the Executive Board may determine from time to time.

(d) 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.

(e) 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. Voting rights are reserved for Professional Members of the Association.

(b) Open Meeting Attendance. Professional Members are entitled to attend and observe all meetings of the Association; and meetings and sessions of all Association boards, committees, task forces, work groups, and other subgroups; however, no Professional 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) Closed meeting attendance. Professional 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 5, Section 5.

Section 4. Annual Dues.

(a) Establishment of International Dues. International dues shall be established by a two-thirds vote of the Executive Board.

(b) Dues Payment. All Professional Members must pay applicable International, Region, and Chapter dues. Student Members, Affiliate Members, and Membership Sections must pay applicable dues as defined in IABC policy.

(c) Cancellation. Membership dues shall be paid on an annual basis. Members who renew after two months beyond the annual renewal date shall be charged an additional initiation fee as determined by the Executive Board.

(d) 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.

(a) Resignation. 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. No dues shall be refunded, as set forth in Article 2, Section 4, Paragraph (d).

(b) Removal. 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. No dues shall be refunded, as set forth in Article 2, Section 4, Paragraph (d).

ARTICLE 3 ORGANIZATIONAL STRUCTURE

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 Regions, Chapters, affiliates, and sections that serve the interests of the Association.

Section 3. Regions.
The Association shall be divided into geographic Regions, as determined from time to time by the Executive Board, to provide various governance, administrative, and support functions as determined by the Executive Board. Region activities and functions shall comply with IABC bylaws, policies, procedures, and the IABC Code of Ethics for Professional Communicators.

Section 4. Chapters.

(a) Chapter Affiliation. 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, procedures,  and by the IABC Code of Ethics for Professional Communicators.

(b) Chapter Organization. Chapters shall organize themselves to serve their members in any appropriate manner that does not contravene the bylaws, policies, procedures, or the IABC Code of Ethics for Professional Communicators.

(c) Chapter Status. Chapters must remain in good standing, as defined by IABC bylaws, policies, and procedures. The Executive Board may, by a two-thirds vote, revoke a Chapter’s charter, as outlined in IABC policy.

Section 5. New Chapters.

(a) Application for New Chapters. A group of Professional Members, meeting the requirements outlined in IABC’s bylaws and policies, may apply to the Executive Board for affiliation as an IABC Chapter.

(b) New Chapter Charter. The Executive Board may, by a two-thirds vote, issue a charter for the Chapter.

Section 6. Affiliate Organizations.
The Executive Board may recognize as an Affiliate an organization of individuals whose interests, objectives, and activities are compatible with IABC.

Section 7. Disciplinary Action.
Any Chapter, Region, or Affiliate Organization that fails to comply with IABC bylaws, policies, procedures or the IABC Code of Ethics for Professional Communicators may be subject to disciplinary action by a two-thirds vote of the Executive Board, as provided in IABC policy.

ARTICLE 4 MEETINGS

Section 1. Annual Meeting.
The Association shall conduct an Annual General Membership Meeting in conjunction with, and at the location of, the Annual World Conference, for election of Executive Board directors and officers, and to conduct Association business.

(a) Chapter Delegates. Each Chapter shall select Delegates, as defined in Article 4, Section 4, Paragraph (b), preferably from among the Chapter leadership, but may be selected from Chapter membership as deemed qualified by the Chapter officers, to cast the Chapter’s vote on IABC issues.

(b) Region delegates. Each Region shall select a Delegate, as defined in Article 4, Section 4, Paragraph (b), preferably from among the Region leadership, but may be selected from Region membership, to cast the Region’s vote on IABC issues.

(c) Member at Large Delegates. Delegates shall be selected from each Region, as defined in Article 4, Section 4, Paragraph (b), to cast the Members at Large vote on IABC issues.

Section 2. Special Meetings.
Special Meetings may be called by the Executive Board or the Executive Committee, as defined in Article 9, at such times and locations as the Executive Board Chair may prescribe. Special Meetings may be held at any location. Five percent or more of Professional Members, 25 percent of the Association’s Delegates, or a majority of the Region Boards may call a Special Meeting by written request to the Executive Board Secretary/Treasurer or IABC for submission to the Executive Board 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) Written Notice. Chapter Presidents and Delegates, Region leaders and Delegates, and Member at Large Delegates shall be sent written notice 45 days in advance of the Annual General Membership Meeting and Special Meetings. The notice shall include the time, location, and purpose of the meeting and, for the Annual General Membership Meeting, a list of nominees for officer and Executive Board positions. For Special Meetings, notice of the meeting must be given within 20 days after receipt of the request.

(b) Notice Delivery. Any notice shall be sufficiently given if delivered personally to the Chapter Presidents and Delegates, Region leaders and Delegates, and Member at Large Delegates; or if delivered to the last address of such person on record with IABC. Notice may be sent by mail or any means of electronic or any other form of transmitted or recorded communication, provided the President, Delegate, or Leader has consented to such method of notification.

Section 4. Voting.

(a) Eligibility. Those eligible to vote at the Annual General Membership Meeting or Special Meeting shall be members of the Executive Board, Chapter Delegates, Region Delegates, and Member at Large Delegates.

(b) Allocation of Votes. Each Executive Board member and Region Delegate shall have one vote. Each Chapter and Member at Large Delegate shall have one vote for every 10 Professional Members, or fraction thereof. The number of Professional Members shall be determined on the basis of the dues received at IABC at least 10 days in advance of the Annual General Membership Meeting or Special Meeting.

(c) Approval Measures. 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 two-thirds of the Delegates. Measures requiring a simple majority may be approved by a majority of the votes cast by Executive Board directors and officers, Chapter Delegates and Region Delegates.

(d) Conducting Votes. Voting on all matters, including amendment of bylaws and the election of Executive Board directors or officers, may be conducted by any means allowable by law, including mail, telephone call, telegram, cablegram, e-mail, or any other means of electronic or telecommunication 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 the Annual General Membership Meeting or Special Meeting, a quorum shall consist of a majority of the total Professional Membership of IABC as represented by those receiving credentials as Delegates, and by those holding unrevoked proxies for absent Delegates.

Section 6. Proxies.

(a) Voting. Chapter Delegates to the Annual General Membership Meeting or Special Meeting may assign their vote(s) by written proxy to another member of the same organizational unit, to the appropriate Region Delegate, or to any Executive Board member as defined in Article 4, Section 6, Paragraphs (b) through (d). The voter, in all cases, must be a Professional Member of IABC.

(b) Executing a Proxy. Every proxy shall be executed in writing by the delegate 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 electronic 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 this Section 6.

(c) Timing of 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) Proxy Revocation. Any proxy shall be revocable at will by the granter of the Proxy, 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 electronic or any other form of transmitted or recorded communication, to the Secretary/Treasurer or to IABC.

(e) Proxy Expiration. 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 Executive Board Chair shall appoint a Credentials Committee of five members, meeting the criteria specified in Article 10, Sections 1 and 7, at least 10 days prior to any Annual General Membership Meeting or Special Meeting. The Credentials Committee shall inspect the records for the purpose of determining the number of Professional Memberships, inspect the credentials of Delegates attending the meeting, inspect proxies, supervise the voting, and announce the results.

Section 8. Cancellation or Postponement.
The Executive Board may, by a two-thirds vote, cancel or postpone any Annual General Membership Meeting or Special Meeting, except those called by five percent or more of the Professional Members, 25 percent of the Association’s Delegates, or a majority of the Region Delegates.

ARTICLE 5 EXECUTIVE BOARD

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 policies 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) Special Assignments. The Chair may, at his or her discretion, assign special projects to directors as determined from time to time by the Executive Board, and designate their duties and responsibilities. Directors managing special assignments shall, with the consent of the Executive Board, 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 defined in Article 10, Section 7.

(c) Operational Responsibilities. Executive Board officers and directors shall exercise the operational authorities and responsibilities as defined in Article 12, Section 4.

Section 2. Executive Board 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, as defined in Article 6, Section 2, to the office of Secretary/Treasurer. The Chair of the Research Committee of the IABC Research Foundation and the Chair of the Accreditation Committee of IABC shall serve as ex-officio, voting members of the Executive Board.  The President shall be an ex-officio, nonvoting member of the Executive Board.

Section 3. Quorum.

(a) 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 directors and officers.

(b) With permission of the Executive Board Chair, Executive Board directors may participate in any meeting 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. Executive Board Meetings.

(a) Meetings of the Executive Board. The Executive Board shall meet no less than three times during each Administrative Year at such time and at such place as the Executive Board Chair may prescribe. At least one meeting shall be held at the site of each Annual World Conference, and within 48 hours of the Annual World Conference dates.

(b) Special Meetings of the Executive Board. Special Meetings of the Executive Board may be called by the Executive Board Chair or at the request of two-thirds of the Executive Board directors and officers.

(c) Notice of Executive Board Meetings. Notice of Executive Board meetings shall be given to Executive Board directors and officers, not less than 30 days before the meeting is held. Notice of special meetings shall be given to Executive Board directors and officers not less than 72 hours before the meeting is held. Notice may be sent by mail or any means of electronic or any other form of transmitted or recorded communication, provided the member has consented to such method of notification

(d) Delegated Authority. 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.

(e) Proxy. 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 5. Closed Session.

(a) Vote to Close Session. 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) Attendance and Access to Records. 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 Executive Board Chair or with the consent of the Executive Board.

Section 6. Compensation.
No member of the Executive Board shall receive any compensation for their services as an Executive Board member.

ARTICLE 6 EXECUTIVE BOARD OFFICERS

Section 1. Officer Qualifications.
Professional Members in good standing shall be eligible for nomination for and election to Executive Board office, providing they meet bylaw requirements.

Section 2. Officer Nominations.
The current Vice Chair automatically succeeds to Chair. The Nominating Committee, as described in Article 8, shall nominate candidates for the offices of Vice Chair and Secretary/Treasurer. Nominees may be drawn from submissions by any source, including self nomination. Nominees for Secretary/Treasurer must be members of the Executive Board or candidates for director.

Section 3. Officers’ Term of Office.
The Chair shall serve a single one-year term, or until a successor is duly elected and qualified. The Vice Chair shall serve a single, one-year term with automatic succession to Chair. The Secretary/Treasurer shall serve a one-year term, and may be elected for a second consecutive term.

Section 4. 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.

(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.

(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 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 directors; 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; oversee the preparation of an annual budget and dues recommendations for the Association; review full and interim financial reports as directed by the Executive Board; sign all certified copies of acts of the Association; and serve on the Executive Committee.

Section 5. Officer Election.
Officers shall be elected at the Annual General Membership Meeting. These officers shall take office upon ratification by a majority vote of voting Delegates at the Annual General Membership Meeting, and hold office until replaced by their duly elected and qualified successors.

Section 6. Officer Vacancies or Removal.

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

ARTICLE 7 EXECUTIVE BOARD DIRECTORS

Section 1. Director Qualifications.
Any Professional Member may be nominated for director. However, only Professional Members in good standing shall be eligible for election as directors, providing they meet bylaw requirements.

Section 2. Director Nominations.
The Nominating Committee, as described in Article 8, shall nominate Executive Board director candidates.

Section 3. Director Election.
Directors shall be elected at the Annual General Membership Meeting. These directors shall take office upon ratification by a majority vote of voting Delegates at the Annual General Membership Meeting and shall continue to serve until replaced by their duly elected and qualified successors.

Section 4. Directors’ Term of Office.
Elected directors 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 5. Director Resignation, Removal and Vacancies.

(a) Director Resignation. Any Director may resign at any time by giving written notice to the Executive Board and such resignation shall result in the resignation from all other Boards and Committees on which the Director may serve.

(b) Director Removal. The Executive Board, at its discretion and following the IABC policy, may, by two-thirds vote, remove any Director. Such removal shall result in the Director being removed from all other Boards and Committees on which the Director may serve.

(c) Director Vacancies. 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.”

ARTICLE 8 EXECUTIVE BOARD NOMINATIONS

(a) Nominating Committee Composition. The Executive Board Chair shall appoint a Nominating Committee, consisting of the immediately Past Executive Board Chair, who chairs the committee; the Executive Board Vice Chair; one Executive Board director appointed by the Executive Board Chair as specified in IABC policy; the past chair of the Research Committee; and one member from each Region, selected under procedures established by each Region as defined in Article 4, Section 1, Paragraph (b).

(b) Ex-officio, Nonvoting Committee Members. The IABC President and the Executive Board Chair, shall be ex-officio, nonvoting members of the Nominating Committee.

(c) Region Delegates. Region delegates to the Nominating Committee shall be selected primarily on the basis of competency criteria established by IABC, with consideration for geographic, demographic, and cultural diversity.

(d) Nominee Screening. 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.

(e) Proxy. No Nominating Committee delegate 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.

(f) Delegate Notification. Notification of the approved slate shall be delivered to all Chapter Presidents; Region, Chapter, and Member at Large Delegates, along with notice of the Annual General Membership Meeting, as described in Article 4, Section 3, at least 45 days before the Annual Meeting.

ARTICLE 9 EXECUTIVE COMMITTEE

Section 1. Authority and Responsibility.

(a) Scope of Authority. 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 any means of electronic or any other form of transmitted or recorded communication, provided the member has consented to such method of notification; or at the next Executive Board meeting.

(b) Attendance and Voting. Neither alternate members nor voting by proxy are permitted.

Section 2. Composition and Selection.
The Executive Committee shall consist of the officers and one Executive Board director appointed by the Chair. 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.

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 Executive Board Chair shall appoint chairpersons of all committees, work groups, and task forces, however designated.

Section 2. Finance Committee.

(a) Appointment and Composition. A Finance Committee shall be appointed by the Executive Board Chair. The Secretary/Treasurer, as chief financial officer, shall chair the Committee; other members may include the Executive Board Chair at his or her discretion, and shall include the Executive Board Vice Chair, a director selected by the Executive Board Chair, a director elected by the non-officer directors, and other members at the Chair’s discretion.

(b) Duties. 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. Investment Committee.

(a) Appointment and Composition. An Investment Committee shall be appointed by the Executive Board Chair. An IABC member who is not a member of the Executive Board shall chair the Committee; other members may include the Executive Board Chair at his or her discretion, and shall include the Executive Board Vice Chair, the Secretary/Treasurer, and other members at the Executive Board Chair’s discretion.

(b) Duties. It shall be the duty of the Investment 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) Appointment and Composition. An Audit Committee of five members shall be appointed by the Executive Board 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 Board acting as Trustee,; and two Executive Board directors who are not officers of the Association and are not members of the Finance Committee. 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) Duties. 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.

(a) Appointment and Composition. An Ethics Committee of at least three accredited members shall be appointed by the Executive Board Chair.

(b) Duties. 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 Committee.

(a) Appointment and Composition. An Accreditation Committee shall be appointed by the Executive Board Chair; each member shall be accredited by IABC.

(b) Duties. The Accreditation Committee 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; and report to the Executive Board as defined in IABC policy.

Section 7. Other Standing Committees, Special Committees, and Task Forces.
The Executive Board 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.

ARTICLE 11 FINANCE

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. 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 7. 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.

ARTICLE 12 OPERATIONS

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 is an ex-officio member of the Executive Board and all IABC committees.

(c) Staff Appointments. 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.

(d) Duties of the Staff. 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.

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 related 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 in 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.

ARTICLE 13 AMENDMENT OF BYLAWS

These bylaws may be amended only at an Annual General Membership Meeting or Special Meeting of IABC by a two-thirds vote of the Delegates, provided that copies of proposed changes have been delivered in writing to the Chapter Presidents, Delegates, and Alternates in the manner specified by Article 4, Section 3, 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.

ARTICLE 14 DISSOLUTION OF THE ASSOCIATION

(a) Motion to Dissolve. The Association can only be dissolved at an Annual Meeting of the Association by a two-thirds vote of Delegates, and only if a quorum is present or voting by proxy. A proposal to dissolve the Association must be submitted in writing at least 60 days before the Annual General Meeting to the Secretary/Treasurer. 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 and Region Delegates, along with written notice of the meeting, in the manner specified by Article 4, Section 3, 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 accrued 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.