IABC Phoenix Bylaws

Modified on June 4, 2014

Article 1. Name and Location

Section 1. Name.

The name of this organization shall be IABC Phoenix. IABC Phoenix is a chapter of the International Association of Business Communicators (IABC).

Section 2. Location.

The geographical area served by IABC Phoenix shall include the Metropolitan Phoenix area, as well as other areas in the State of Arizona where no other IABC chapter is active.

Section 3. Tax Status.

IABC Phoenix is a 501(c)4, not-for-profit organization.

Article 2. Mission

Section 1. Mission.

IABC Phoenix is dedicated to helping its members continuously develop and improve cutting- edge communication skills to meet the changing needs of business through professional development, networking and leadership training.

Article 3. Membership

Section 1. Qualification.

IABC Phoenix adheres to the IABC Bylaws’ definition of qualifying members.

Section 2. Professional Membership.

The membership is open to professional communicators, educators, consultants and other professionals in communications and related fields; Fellows; retired communicators; and others as may be designated from time to time by IABC.

Section 3. Student Membership.

This membership is open to full-time students of educational institutions, as defined in IABC policy.

Section 4. Service and Participation.

Policies governing service and participation for all members shall be determined by the Executive Board of IABC Phoenix, unless otherwise set forth in the Bylaws.

Section 5. Duration of Membership, Resignation and Removal.

Membership is effective during the periods for which dues have been paid. The IABC Bylaws dictate the process for member resignations. All chapter rights, privileges and interests of a member shall cease on termination of IABC membership for any reason. Any chapter member may be removed from chapter membership for cause, other than nonpayment of dues, by a two-thirds vote of the IABC Phoenix Executive Board. Removal shall occur only after the member in question has been given at least 30 days’ notice of the proposed termination and reasons for it. The member will have at least 15 days to respond in writing to the IABC Phoenix Executive Board, who will forward the response to the Executive Committee of the International Association of Business Communicators for final determination.

Section 6. Benefits of Membership.

Professional members of IABC Phoenix shall be eligible to vote, hold office and receive all services of IABC Phoenix. Student members may not vote or hold officer positions; however, they may receive all chapter services.

Article 4. Dues

Section 1. Establishment of Dues.

Chapter dues shall be set by the Executive Board of IABC Phoenix. Any proposed increase of 25 percent or more is also subject to approval by a simple majority vote of the members of IABC Phoenix at a chapter meeting or by mail or email ballot.

Section 2. Refunds.

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

Article 5. Meetings of Members and Voting

Section 1. Regular Meetings.

Regular meetings shall be any gathering open to all IABC members where chapter business (e.g. a simple majority member vote) can be conducted if warranted. Such meetings are to occur at least six times per calendar year.

Section 2. Notice of Meeting.

All members shall be sent notice of meetings, including time, location and purpose of the meeting, at least one week prior to said meeting.

Section 3. Special Meeting.

The Executive Board may call special meetings of the membership at any time by sending written notice as specified above.

Section 4. Voting.

Those eligible to vote shall be members meeting the requirements as set forth in these Bylaws, Benefits of Membership, Article 3, Section 6.

Section 5. Quorum.

A quorum necessary to act on official business of the entire chapter shall consist of at least 40 percent of the total voting membership.

Section 6. Cancellation.

The Executive Board, by a majority vote, may cancel or postpone any meeting of the chapter for cause, except those called by a quorum of the membership. Such meetings shall be held within 30 days of receiving the request for meeting signed by at least 40 percent of the total voting membership.

Article 6. Officers

Section 1. Governing Body.

Elected officers of IABC Phoenix comprise the Executive Board, which serves as the governing body of the chapter.

Section 2. Officers.

The Executive Board shall consist of at least the following officers: President, Past President, Executive Vice President, Vice President/Communication, Vice President/Finance, Vice President/Membership and Vice President/Professional Development.

Section 3. Qualification for Office.

Any professional member in good standing with a minimum of one year membership in IABC and one quarter (three months) of membership in the chapter shall be eligible for nomination and election to office in IABC Phoenix.

Section 4. Nomination of Officers.

The outgoing president shall automatically succeed to the office of Past President. The Executive Vice President shall automatically succeed to the office of President. Candidates for all other board positions shall be nominated by the Executive Board, who will confirm eligibility to hold office. The names and board titles of the nominated officers shall be distributed to all professional members at least 30 days in advance of the Executive Board vote. Included with the slate of nominees will be instructions for how members can submit comments for the board’s consideration at least seven days in advance of the vote.

Section 5. Election of Officers.

Nominees are elected and ratified by simple majority vote of the current Executive Board.

Section 6. Terms of Office.

All officers shall serve one-year terms or until a successor is duly elected. The IABC Phoenix Executive Board term is July 1 through June 30.

Section 7. Vacancies or Removal.

Vacancies in any office on the Executive Board may be filled for the balance of the term by the Executive Board at any regular or special meeting in accordance with these Bylaws. If the Past President is unable to serve, the Executive Board shall appoint a past president from former presidents of the chapter. The Executive Board, at its discretion and following IABC policy, may, by two-thirds vote, remove any officer from office.

Article 7. Duties of Officers

Section 1. President.

The President shall serve as the chief executive officer of IABC Phoenix and shall preside over the activities of all officers and directors, as well as all standing and special committees of the chapter to assure compliance and continuance of IABC’s goals, mission and direction, and to assure accomplishment of chapter goals and strategies.

Section 2. Executive Vice President.

The Executive Vice President is the second chief officer of the chapter, preparing for the position of President. In this role, the officer chairs special committees and serves on all standing committees as an ex-official member and provides advice and counsel to the President on the direction and services of the chapter. This officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Section 3. Past President.

The Past President provides continuity and leadership to new officers and directors and provides orientation to the President; serves on chapter committees as requested to assure the continuity of chapter programs. This officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Section 4. Vice President/Communication.

The Vice President/Communication is responsible for planning and implementing internal and external communication programs for the chapter. This includes communications with members and outreach to external stakeholders including, but not limited to, other professional associations and the media. This officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Section 5. Vice President/Finance.

The Vice President/Finance serves as chief financial officer of the chapter, overseeing the preparation of an annual budget, collecting and distributing all funds with Board approval and keeping accurate and complete records of all financial transactions. This officer is accountable to the President and Executive Board and is responsible for other duties as assigned

Section 6. Vice President/Membership.

The Vice President/Membership is responsible for recruitment and retention of members. This officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Section 7. Vice President/Professional Development.

The Vice President/Professional Development is responsible for planning, staffing and evaluating meetings of the members and special programs to meet members’ needs and the IABC mission. This officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Article 8. Executive Board

Section 1. Composition.

The Executive Board of IABC Phoenix shall consist of the officers of IABC Phoenix, as defined in Article 7.

Section 2. Authority and Responsibility.

The Executive Board shall supervise, control, and direct the affairs of the chapter; determine its policies within the limits of law, these Bylaws, the IABC Bylaws and the IABC Articles of Incorporation; uphold the IABC Code of Ethics for Professional Communicators; actively pursue the chapter’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 other committees or persons.

Section 3. Quorum.

A quorum of the Executive Board shall consist of a majority of the voting members. If a quorum cannot be mustered, a meeting may proceed and any action taken shall become valid if subsequently confirmed by written approval from a majority of the Executive Board members.

Article 9. Unelected Leaders

Section 1. Composition and Selection

For the incoming board year, the Executive Vice President shall appoint a Secretary and, in collaboration with the incoming Executive Board, establish director roles as needed to support the goals and operations of the chapter. These directors are not elected members of the Executive Board and do not hold the authority, responsibilities and privileges therein, but together with the Executive Board, comprise the chapter leadership team. Officers may recommend any member in good standing for a director role with the President making final selections and appointments.

Section 2. Terms and Term Limits

The Secretary serves a one-year term consistent with the officers’ board year. Directors serve up to one-year terms, but may serve shorter assignments as well based on the nature of the responsibility. Members in good standing may serve an unlimited number of terms in the Secretary and director roles.

Section 3. Secretary.

The Secretary serves as the official record-keeper of the chapter, records all actions of the Executive Board and business of the chapter, and maintains all chapter papers and records, as well as archives, artifacts, history and displays. The Secretary is accountable to the Vice President/Finance and is responsible for other duties as assigned.

Section 4. Directors.

Directors supervise and contribute to the regular activities of the chapter as well as take on special projects and other duties as assigned. Directors may be required to submit budgets and reports to the entire Executive Board, but normally have a direct reporting relationship to the officer responsible for their course of activities or programming.

Article 10. Standing and Special Committees

Section 1. Committees.

The Executive Board, at its discretion, shall appoint and administer standing and special committees necessary to conduct the affairs of IABC Phoenix. Directors may, with the consent of the Executive Board member under which they serve, form committees, work groups, or task forces of any size, as necessary to accomplish their duties. Members of any such committee, work group, or task force must be members in good standing of IABC or affiliated with partnering organizations in cases of projects undertaken with other groups.

Article 11. Finance

Section 1. Authority.

The Executive Board shall have authority over the receipts, expenditures and assets of IABC Phoenix. IABC Phoenix shall use its funds only to pursue the mission specified in these Bylaws.

Section 2. Fiscal Year.

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

Section 3. Reserves.

Financial reserves as deemed appropriate by the Executive Board shall be retained from the chapter funds to provide reasonable stability of finances and maintain compliance with these Bylaws and chapter policies.

Section 4. Bonding.

Executive Board members, as determined by the Executive Board, shall be bonded in an amount deemed practical by the board.

Section 5. Compensation.

Officers and members of the leadership team shall not receive any compensation from IABC Phoenix for their services.

Section 6. Audits.

The accounts of IABC Phoenix shall be audited by a Certified Public Accountant or an audit committee selected by the Executive Board at least every three years. The accountant or committee shall provide a written report to the Executive Board.

Article 12. Policy Manual

Section 1. Policy Manual.

The President, in cooperation with the Executive Board, shall maintain a policy manual in support of these Bylaws. The policy manual shall relate to the governance and administrative procedures of IABC Phoenix, and be updated by the Secretary to reflect Executive Board decisions (votes of majority approval) that amend any such procedures.

Article 13. Nondiscrimination

Section 1. Nondiscrimination.

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

Article 14. Amendments

Section 1. Procedure.

These Bylaws may be amended by a simple majority of the voting IABC Phoenix membership. The vote may be held at a regular or special meeting or conducted by mail or email ballot. Proposed amendments to these Bylaws must be submitted to the Executive Board or be petitioned by at least 10 percent of the voting members of the chapter to be eligible for consideration by the entire voting membership. Proposed amendments that meet such qualifications must be submitted to the membership at least 15 days prior to the vote. Written notice of the voting procedure and timing must accompany the proposed amendments

Article 15. Dissolution of the Chapter

Section 1. Process

The chapter can be dissolved via one of two processes:

  1. A majority vote of members from among a quorum (as defined in Article 5, Section 5) present or voting by proxy. A proposal to dissolve the chapter must be submitted in writing to the chapter Secretary and petitioned by at least 25 percent of chapter members in good standing. The vote will be held within 60 days of receiving a valid petition. The petition and notice of the vote shall be delivered in writing to all chapter members at least 15 days before the vote is held.
  2. A simple majority vote of the Executive Board held no less than 60 days after:
  3. The Executive Board consults with IABC International to demonstrate there is a shortage of member volunteers or funds needed to operate the chapter in accordance with these bylaws or to satisfy minimum IABC requirements of local chapters (e.g. filing of annual tax records) and
  4. All current members of the chapter are notified of the board’s intention to vote on dissolution.

Section 2. Dispersal of Funds

In the event of dissolution of the chapter, its remaining assets, after payment of all just debts, shall be contributed directly to IABC.

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