Bylaws of
The International Institute of Business Analysis Northeast Wisconsin Chapter
ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be the International Institute of Business Analysis Northeast Wisconsin Chapter, hereinafter the "Chapter". The Chapter shall be chartered by, yet independent of the International Institute of Business Analysis, hereinafter the “IIBA®”.
Section 2 – Location: The Chapter's principal office shall be located in Appleton, Wisconsin.
Section 3 – Purpose: As a non profit organization under Section 501(c)(6) of the Internal Revenue Code, the Chapter's purpose is to develop and promote Business Analysis disciplines by equipping and empowering professionals through education, sharing and continuous improvement, leading to career growth and organizational effectiveness. In furtherance of such purpose, it shall:
3.1 Build literacy of the disciplines and standards which define and support the profession
3.2 Advance the role of the Business Analyst as a recognized profession.
3.3 Contribute to the Business Analysis Body of Knowledge (BABOK®).
3.4 Locally represent the IIBA®
3.5 Provide a local forum for networking and knowledge sharing
The bylaws of the Chapter shall not supersede the bylaws of the IIBA®
ARTICLE II – MEMBERSHIP
Section 1 – Eligibility: Chapter membership is open to all who support the Chapter's purpose statement in Article I, Section 3 and are members in good standing in the IIBA®. The Board of Directors shall receive both a complimentary membership in the IIBA®, paid by the Chapter, and have their Chapter annual dues waived for their respective term.
Section 2 – Annual Dues: The amount required for an annual membership shall be determined by a majority vote of the Board of Directors and identified in the Chapter's Policy Manual. Payment of Chapter dues is nonrefundable. The term of membership shall be twelve consecutive months starting on the date the annual dues are paid.
Section 3 – Rights of Membership: Each member shall be allowed to vote in Chapter elections, attend the annual general meeting and are eligible to serve on the Board of Directors.
Section 4 – Renewal: Chapter memberships can be renewed on an annual basis.
Section 5 – Termination: The Chapter shall terminate a member
۰ For failure to pay the annual membership dues.
۰ For just cause as determined by a majority vote of the Board of Directors,
۰ When a written request to terminate is provided by the member
Section 6 – Transfer: A Chapter membership cannot be transferred to another individual.
Section 7 – Other: The Chapter Board of Directors reserves the right to make final membership decisions.
ARTICLE III – CHAPTER MEETINGS
Section 1 – Regular Meetings: Regular Chapter meetings shall be at a time and place designated by the Board of Directors. These meetings are open to the public with the fees being identified in the Chapter's Policy Manual.
Section 2 – Annual General Meeting: An annual general meeting shall take place at a time and place designated by the Board of Directors. This meeting is open to members only and no fee is charged.
Section 3 – Special Meetings: A special meeting of the members may be called by request of the President or by a request to the Vice President of Administration (“Secretary”) by three board members.
Section 4 – Quorum: Ten percent of the members present at the annual general meeting or a special meeting constitutes a quorum.
Section 5 – Voting: All issues voted on shall be decided based on a majority vote of the members present at the meeting in which the vote takes place.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 – Board role, size and compensation: The Board of Directors is responsible for the overall policy and direction of the Chapter and delegates the day to day operation to the officers. The board receives no compensation.
Section 2 – Additional positions: The Board of Directors shall have the authority to create additional board positions and appoint a Chapter member to the newly created position for the initial term.
Section 2 – Terms: All board members shall serve a two year term.
Section 3 – Meetings and Notice: The President shall call the board to meet at least quarterly, at an agreed upon time and place. An official board meeting requires that each board member receive notice at least two weeks in advance. At least fifty percent of the board members must be in attendance.
Section 4 – Board Elections: New and current board members shall be elected or re-elected by the Chapter members present at the annual general meeting. These positions will be elected by a majority vote.
Section 5 – Election Procedures: A nominating committee shall be responsible for preparing a roster of prospective candidates for the ballot. Chapter members can nominate a candidate for an open position and the committee will verify acceptance of the nomination. Candidates may only accept a nomination for one open board position and may not be a member of the nominating committee. Each Chapter member is eligible to place one vote per open position and the committee will tally the results.
Section 6 – Officers and Duties: There shall be seven officers that are included on the Board of Directors, which include a President, Vice President of Administration (“Secretary”), Vice President of Finance (“Treasurer”), Vice President of Marketing and Communication, Vice President of Professional Development and Certification, Vice President of Member and Sponsor Relations and Vice President of Events. Terms beginning in an odd number year are President, Vice President of Finance (“Treasurer”), Vice President of Marketing and Communication and Vice President of Events; terms beginning in an even numbered year are Vice President of Administration (“Secretary”), Vice President of Professional Development and Certification and Vice President of Member and Sponsor Relations.
The President shall be the Chapter's chief executive officer and serves as chairperson to the Board of Directors. The president shall serve as the Ex-Officio after their term in office.
The Vice President of Finance (“Treasurer”) shall oversee the management of the funds for duly authorized purposes of the Chapter.
The Vice President of Administration (“Secretary”) shall keep the records and record the minutes for the annual general meeting and the Board of Director meetings.
Section 7 – Vacancies: The board may appoint a successor to a vacant position. If more than fifty percent of the term remains the board may call a special election in lieu of an appointment.
Section 8 – Resignation, termination and absences: Resignation from the Board of Directors must be received in writing by the President. A member of the Board of Directors may be terminated for failure to participate in three board meetings during each successive twelve month period following appointment to their position. A board member may be terminated for other reasons by a two-thirds vote of the remaining board.
In the event that the President resigns, or in the event of death, inability or refusal to act, the board, by a majority vote, shall appoint another member of the Board of Directors to serve as President for the remainder of the term. Any person so selected shall immediately resign from any other office held.
ARTICLE V – COMMITTEES
Section 1 – Committee Formation: The Board of Directors may establish committees as needed and appoints all committee chairs. Committee chairs and committee members must be members of the Chapter. The Board of Directors shall establish a charter for each committee which defines the committee's purpose, authorization and outcome(s).
ARTICLE VI – FINANCE
Section 1 – Finance: The Vice President of Finance (“Treasurer”) is accountable for developing and reviewing the annual budget, collecting and accounting for meeting dues and membership fees, writing checks and disbursing petty cash, accounting for cash disbursements, reconciling bank accounts, preparing financial statements, filing annual information returns, and act as a signing officer for finance and other documents.
ARTICLE VII – AMENDMENTS
Section 1 – Amendments: Amendments may be proposed by the Board of Directors or by petition of ten percent of Chapter members. Proposed amendments must be submitted to the Vice President of Administration (“Secretary”) to be communicated to the Board of Directors. The bylaws may be amended by two-thirds majority of members present at an annual general meeting or special meeting.
ARTICLE VIII – DISSOLUTION
Section 1 – Dissolution: The Chapter may choose to dissolve by two-thirds vote of the Chapter members. In the event of dissolution, all remaining assets will be distributed to a non profit organization(s) determined by the Board of Directors. The Board of Directors shall be responsible for complying with all requirements for dissolution.
ARTICLE IX – INDEMNIFICATION
Section 1: In the event that any person who is or was an officer, director, committee member, or authorized representative of the Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Chapter, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the corporation), such representative may be indemnified against reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated. Where the representative has been successful in defending the action, indemnification is mandatory.
Section 2: Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted only when consistent with the requirements of applicable law, and upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in these bylaws.
Section 3: IIBA® maintains liability insurance on behalf of any person who is or was on the Chapter's Board of Directors.
ARTICLE X – CERTIFICATION
These bylaws were approved at a special meeting by two thirds majority vote of the members present on the 20th day of May, 2009.
Vice President of Administration (“Secretary”) _________________________________ Date _______________________