ARTICLE 1 NAME AND LOCATION
Section 1. Name.
The name of this corporation is The IABC Foundation.
Section 2. Purpose.
The IABC Foundation is a charitable, 501(c)(3), not for profit supporting corporation, which is “controlled by” the International Association of Business Communicators (IABC), as defined in Section 509(a)(3) of the Internal Revenue Code. The mission of the IABC Foundation is to generate resources to fund IABC strategic initiatives in line with IABC’s mission and to demonstrate the power of professional communication as a force good in business and society.
Section 3. Location.
The principal office of the corporation shall be in the State of California, United States of America. The corporation also may have offices at such other places as the Board of Trustees may from time to time appoint, or the purposes of the corporation may require.
ARTICLE 2 OFFICERS
Section 1. Officers.
The officers of the Foundation shall be a Chair, Vice Chair, Past Chair and Secretary/Treasurer of IABC. These officers shall perform the duties necessary to the office as prescribed by these bylaws.
(a) Chair. The Chair shall be the chief officer of the Foundation; exercise general supervision over executive affairs of the Foundation; preside at all Foundation Board meetings; appoint and be an ex officiomember of all Foundation committees and represent the Foundation at meetings of other organizations and at public affairs.
(b) Vice Chair. The Vice Chair shall perform such duties as assigned by the Chair and by these bylaws; act in the absence of the Chair; represent the Foundation in the absence of the Chair; serve on the Finance Committee and serve as an ex-officio member of all standing committees. The Vice Chair shall automatically accede to the office of Chair at the expiration of the Chair’s term.
(c) Past Chair. The Past Chair shall have duties assigned by the Chair and by these bylaws; provide strategic counsel to the Chair and other Trustees and help identify members to participate on committees.
(d) Secretary/Treasurer. The Secretary/Treasurer shall have duties assigned by the Chair and by these bylaws; serve as the chief financial officer for the Foundation; chair the Finance Committee; oversee the preparation of the annual budget; present financial reports to the Board of Trustees and report on any recommendations made by independent auditors concerning the corporation.
Section 2. Terms of Office.
The Chair and Vice Chair each shall serve one one-year term, or until a successor is duly elected and ratified. The Secretary/Treasurer may serve two consecutive terms.
Section 3. Removal.
The Board of Trustees, at its discretion, may, by two-thirds vote, remove any elected officer or appointed agent. Such removal shall be subject to any contract rights of the person so removed.
Section 4. Vacancy.
Any vacancy occurring in any offices of Chair or Vice Chair shall be filled for the balance of the term by an individual elected by the Trustees and ratified by the IABC Executive Board.
ARTICLE 3 MEETINGS
Section 1. Regular Meetings.
The Board of Trustees shall hold at least one regular meeting each year. Voting on all matters may be conducted by any means allowable by law, including in person or any means of wire or wireless or any other form of transmitted or recorded communication.
Section 2. Special Meetings.
Special meetings of the Board of Trustees shall be held when called by the Chair. A special meeting shall also be held within 15 days after receipt by the Chair of a request for such action signed by at least three Trustees. The Chair shall designate the time and place of all special meetings. Special meetings may be in person or by any means of wire or wireless or any other form of transmitted or recorded communication.
Section 3. Notice of Meetings.
Notice of each regular or special meeting of the Board of Trustees shall be given in writing at least 30 days, or by telephone at least 15 days, prior to the date of such meeting. Such notice may be waived as provided by these Bylaws or Foundation policy.
ARTICLE 4 BOARD OF TRUSTEES
Section 1. Authority and Responsibility.
(a) The affairs of the corporation shall be managed and controlled by the Board of Trustees, which shall determine the corporation’s policy or changes therein within the limits of law, and which policies shall in no instance contravene or be inconsistent with these bylaws or the Articles of Incorporation; shall uphold the IABC Code of Ethics for Professional Communicators; actively pursue the Foundation’s mission; and shall supervise disbursement of its funds. The Board of Trustees may adopt such rules and regulations for the conduct of its business as it deems advisable, and may, by general resolution, delegate certain of its authority and responsibility to the Chair, the Executive Director, or to other committees or persons.
(b) Neither alternate members nor voting by proxy are permitted.
Section 2. Membership.
The IABC Executive Board shall serve as the Board of Trustees for the Foundation. The Board of Trustees shall consist of the Chair, the Past Chair, the Vice Chair, Secretary/Treasurer and the eight elected directors of IABC. The Chairs of the Research and Accreditation Committees shall serve as ex-officio, voting members of the Board of Trustees. The Executive Director of IABC shall be an ex-officio, nonvoting member of the Board of Trustees.
Section 3. Term of Office.
Non-officer Trustees shall serve a three-year term or until a successor is duly elected and qualified. A non-officer Trustee may serve for a second consecutive term. Trustees who serve ex officio shall serve for the duration of their term in the office by reason of which they serve.
Section 4. Resignation and Removal.
(a) Any Trustee may resign at any time by giving written notice to the Board of Trustees. Such resignation shall result in the Trustee's resignation from all other Boards and Committees on which the Trustee may serve.
(b) Officer Removal. The Research Foundation Board of Trustees, at its discretion and following IABC policy, may, by two-thirds vote, remove any officer from office.
Section 5. Quorum.
A majority of the Board of Trustees shall constitute a quorum for the transaction of all business at any meeting of the Board. In the absence of a quorum, the meeting may proceed and any action taken shall become valid if subsequently confirmed in writing by a vote of at least two-thirds of the entire Board.
Section 6. Compensation.
Voting Trustees shall not receive any compensation for their services as Board members. No Trustees may serve as paid consultants or vendors to the Foundation during their term(s) in office.
Section 7. Informal Action.
Any action required by law to be taken at a meeting of the Board of Trustees may be taken without a meeting, provided that such action shall subsequently be approved, in writing, by all of the Trustees. All actions of the Board of Trustees may be taken by mail or electronic mail ballot, except amending the bylaws, dissolving the corporation, and the election or removal of Trustees or officers.
ARTICLE 5 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, and, in accordance with IABC policy, 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 to include vice-chair, and other members at the Foundation Chair's discretion. It shall be the duty of the Finance Committee to review regular financial results and to oversee preparation of an operating budget for the fiscal year adopted by the IABC Executive Board. 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 Foundation Board.
Section 3. Development Committee.
A Development Committee shall be appointed by the Chair. The chair the Committee and other members will be appointed at the Foundation Chair's discretion. It shall be the duty of the Development Committee to work with staff on fund-raising ideas for the Foundation and to develop and oversee all fund-raising events and activities.
Section 4. 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 Foundation Board may delegate to any such committee any of the powers of the Board, subject to any rules and procedures imposed from time to time by the Foundation Board. Members shall serve at the pleasure of the Foundation Board, without remuneration. All such committees, subcommittees, task forces, work groups, or advisory bodies, however designated, shall be accountable to the Foundation Board as defined in policy.
ARTICLE 6 OPERATIONS
Section 1. Executive Director and Staff.
The Executive Director of IABC is the chief operating officer of the corporation, and shall serve, or designate an appropriate staff member to serve, as Executive Director of the Foundation. The Executive Director shall be responsible for the implementation and conduct of the policies and programs approved by the Board of Trustees, and shall be authorized to execute all documents on behalf of the corporation. The Executive Director shall be an ex officio, non-voting member of the Board of Trustees and all Foundation committees.
Section 2. Fiscal Year.
The fiscal year of the Foundation shall be adopted by the IABC Executive Board.
Section 3. Parliamentary Authority.
Foundation meetings and procedures shall be regulated and controlled according to Robert’s Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by these bylaws.
Section 4. Policies
(a) Code of Conduct. The Board of Trustees and its employees shall abide by the IABC Code of Ethics for Professional Communicators and the Foundation bylaws and bylaws and policies of IABC. In addition, the 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 Foundation and its Board and employees, and may contain procedures necessary or desirable for the proper running and carrying out of the objectives of the Foundation.
(b) Rules, Regulations, and Policies. The Board of Trustees may establish rules, regulations, and policies, and shall maintain a policy manual relating to governance, management, operation, and administrative procedures of the Foundation. These rules, regulations, and policies shall in no instance contravene or be inconsistent with law, these bylaws, IABC bylaws, or the Articles of Incorporation.
Section 5. Audit.
An audit of the Foundation's books and finances will be conducted as part of the overall audit of IABC's books and finances. The IABC Audit Committee, as defined in the IABC bylaws, will oversee and approve the audit of the books and finances of the Association, including those of the Foundation, at the close of the fiscal year and will report to the IABC Executive Board and at the Annual Meeting, as defined in IABC policy.
ARTICLE 7 LIABILITY
Section 1. Nonliability of Trustees and Certain Officers.
1. Volunteer Trustees. Pursuant to Section 5239 of the Nonprofit Public Benefit Corporation Law of the State of California, there shall be no personal liability to a third party on the part of a volunteer Trustee or volunteer Chair, Vice Chair, or Secretary/Treasurer of this corporation caused by the Trustee’s or officer’s negligent act or omission in the performance on that person’s duties as a Trustee or officer, if all the following conditions are met:
- The act or omission was within the scope of the Trustee’s or officer’s duties;
- The act or omission was performed in good faith;
- The act or omission was not reckless, wanton, intentional, or grossly negligent;
- The corporation has complied with the requirements of Paragraph 2 below.
This limitation on the personal liability of a volunteer Trustee or officer does not limit the liability of the corporation for any damages caused by acts or omissions of a volunteer Trustee or volunteer officer, nor does it eliminate the liability of a Trustee or officer provided in Section 5233 or 5237 of the Nonprofit Public Benefit Corporation Law of the State of California in any action or proceeding brought by the Attorney General.
2. Requirement to Obtain Liability Insurance. In order to obtain the full benefit of the limitation of liability set forth in Paragraph 1 above, the corporation and the Trustees shall make all reasonable efforts in good faith to obtain liability insurance in the form of a general liability policy for the corporation or a Trustee’s and officer’s liability policy.
Section 2. Interested Persons.
Pursuant to Section 5227 of the Nonprofit Public Benefit Corporation Law of the State of California, no more than forty-nine percent of the Trustees serving on the Board may be “interested persons.” For the purposes of this section, “interested persons” means either (i) any person currently being compensated by the corporation for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Trustee as a trustee; or (ii) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. The provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the corporation.
Section 3. Standard of Conduct.
Pursuant to Section 5231 of the California Nonprofit Public Benefit Corporation Law, a Trustee shall perform the duties of a trustee, including duties as a member of any committee of the Board upon which the Trustee may serve, in good faith, in a manner such Trustee believes to be in the best interests of the corporation and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. In performing the duties of a trustee, a Trustee shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:
- One or more officers or employees of the corporation whom the Trustee believes to be reliable and competent in the matters presented;
- Counsel, independent accountants, or other persons as to matters which the Trustee believes to be within such person’s professional or expert competence; or
- A committee of the Board upon which the Trustee does not serve, as to matters within its designated authority, which committee the Trustee believes to merit confidence. Provided, that in any such case, the Trustee acts in good faith, after reasonable inquiry when the need therefore is indicated by the circumstances, and without knowledge that would cause such reliance to be unwarranted.
Section 4. Self-dealing Transactions.
Pursuant to Section 5233, and except as provided in Section 5233 of the Nonprofit Public Benefit Corporation Law of the State of California, the corporation shall not be a party to a transaction in which one or more of its Trustees has a material financial interest (“interested Director”) unless:
1. Approval by Attorney General. The Attorney General, or the court in an action in which the Attorney General is an indispensable party, has approved the transaction before or after it was consummated; or
2. Approval by Board. Prior to entering into the transaction, after full disclosure to the Board of all material facts as to the proposed transaction and the interested Trustee’s interest and investigation and report to the Board as to alternative arrangements for the proposed transaction, if any, the Board in good faith and by a vote of a majority of the Trustees then in office (without including the vote of the interested Trustee):
a. Resolves and finds that (1) the transaction is in the corporation’s best interests and for the corporation’s own benefit, (2) the transaction is fair and reasonable as to the corporation, and, (3) after reasonable investigation under the circumstances as to alternatives, the corporation could not have obtained a more advantageous arrangement with reasonable efforts under the circumstances; and
b. Approves the entire transaction; or
3. Interim Approval by Authorized Committee or Person. If it is not reasonably practicable to obtain approval of the Board prior to entering into such transaction, and, prior to entering into said transaction, a committee or person authorized by the Board approves the transaction in a manner consistent with the procedure set forth in subsection (b) of this section; and the Board, after determining in good faith that the corporation entered into the transaction for its own benefit, ratifies the transaction at its next meeting by a vote of the majority of the Trustees then in office, without counting the vote of the interested Trustee.
Section 5. Indemnification.
The corporation may, by resolution of the Board of Trustees, provide for indemnification of any trustee or officer, or former trustee or officer, of the corporation against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit, or proceeding in which he or she is made a party be reason of having been such trustee or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty or in relation to matters settled by agreement predicated on the existence of such liability.
ARTICLE 8 AMENDMENTS
Section 1. Amendments.
The Board of Trustees shall have power to amend the bylaws of the corporation by affirmative vote of the majority of the Board, provided that 1) the notice of such proposed amendment is communicated to members of the IABC Foundation Board and the IABC Executive Board at least 15 days prior to the regular or special meeting of the Board at which the amendment is to be considered, and 2) any such amendment is ratified by a majority vote of the IABC Executive Board.
ARTICLE 9 DISSOLUTION OF THE IABC FOUNDATION
Section 1. Motion to Dissolve.
The IABC Foundation can only be dissolved at an Annual Meeting of IABC by a two-thirds vote of Delegates, and only if a quorum is present or voting by proxy. A proposal to dissolve the IABC Foundation must be submitted in writing to the Secretary/Treasurer at least 60 days in advance of the Annual Meeting.
Section 2. Dispersal of Funds.
The IABC Foundation 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 IABC Foundation, any funds remaining shall be distributed to one or more organizations qualified under Section 501(c)(3) of the Internal Revenue Code of the United States (or corresponding provisions of any subsequent United States tax law), as the Board of Trustees shall select.
Bylaws last amended 10 June 2017