BylawsARTICLE I - Name and Location 1.1 The name of this organization shall be: International Association of Business Communicators/Las Vegas, a not-for-profit organization (hereinafter in these bylaws called IABC/Las Vegas). It shall be affiliated with the International Association of Business Communicators (IABC). 1.2 The geographical area of IABC/Las Vegas shall include: Southern Nevada and other areas within the state of Nevada, and outlying areas where no IABC chapter has been established. ARTICLE II - Mission 2.1 The Mission for which this organization was established is as follows: To promote ethical standards of conduct, offer members professional career and leadership opportunities, and foster an atmosphere of support, growth and community involvement. ARTICLE III - Membership 3.1 Membership in this organization shall consist of: Any person engaged in professional communication (with exception to Student Members) and a member of IABC/Las Vegas through the International Association of Business Communicators. 3.2 Membership and Participation in IABC/Las Vegas: IABC/Las Vegas shall not accept any organizational unit that denies membership or membership privileges, nor shall it deny membership or membership privileges, on the basis of race, national origin, religion, age, gender, sexual preference, or physical handicap. 3.3 Membership in IABC/Las Vegas shall consist of three (3) classifications: 3.3.1 Regular Members. Professionals in business, industry, non-profit organizations, education, government, and other organizations, educators, consultants, and freelancers who work within the communication field. 3.3.2 Student Members. College or university students as defined in the Policy Manual. 3.3.3 Lifetime Members. Professionals who have been conferred upon to receive this classification by the IABC/Las Vegas Board of Directors. 3.3.4 Honorary Members. Conferred on persons who are not members of IABC/Las Vegas, as determined by the Board. 3.4 Service, Membership, and Participation in IABC/Las Vegas is: Subject to these Bylaws and such other qualifications as may be determined by the IABC/Las Vegas Board of Directors (hereinafter in these Bylaws called the Board). 3.4.1 Code of Ethics. All members of IABC/Las Vegas shall agree to, and comply with, the professional behavior and standards of ethical practice guidelines set forth within the IABC Code of Ethics, as outlined in the Policy Manual. 3.4.2 Duration of Membership. Membership shall be for the period for which dues are paid with exception to those members who file a written resignation with the President of IABC/Las Vegas or who are removed from membership by the Board for cause by a two-thirds vote. Resignation shall be effective upon fulfillment of all obligations (the return of all IABC materials and property). All rights, privileges, and interests of a member in or to IABC/Las Vegas shall cease upon termination of membership. 3.4.3 Cause for Removal. Other than non-payment of dues, fees and/or resignation, removal shall only occur when a member is in violation of the Bylaws or any lawful rule or practice duly adopted by IABC/Las Vegas or any conduct prejudicial to the interests of IABC/Las Vegas as defined within IABC/Las Vegas. Removal for any other cause other than non-payment of dues shall occur only after the member in question has been given at least 30 days notice of the proposed termination and reasons for said proposed termination. The member will have at least 15 days to respond in writing to the Board, which then shall make a final determination. 3.4.4 Transfer of Membership. Membership in IABC/Las Vegas shall not be transferable or assignable. Membership shall stay with the member regardless of who paid the member dues. If an employer paid for membership and the member leaves to work for another employer, the member retains his or her membership and the former employer may arrange to have a successor assume the remainder of the paid membership, provided there are at least three months remaining on the membership. If a member is changing positions within the same organization, this policy does not apply. ARTICLE IV - Dues And Fees 4.1 Establishment. Dues and other chapter fees shall be set by the Board, subject to approval by a majority affirmative vote of the Board. 4.2 Cancellation. Members who fail to pay dues and other chapter fees within two months of notification shall be notified and dropped from the rolls and thereupon forfeit all rights and privileges of membership. 4.3 Refunds. No dues or fees shall be refunded to any member whose membership terminates for any reason. ARTICLE V -Meetings of Members and Voting 5.1 Meetings held by IABC/Las Vegas shall be defined as: 5.1.1 Regular Meetings. Regular Meetings of IABC/Las Vegas shall be held monthly. All members shall be sent written notice of the meeting, including time, location, and purpose of the meeting, at least one week prior to said meeting. 5.1.2 Board Meetings. Board Meetings shall be held monthly. All Board members shall be sent written notice via post or electronic communication of the meeting, including time, location, and purpose of the meeting, at least one week prior to that meeting. These meetings are open to Regular Members and Lifetime Members. 5.1.3 Special Meetings. Special Meetings may be called by the President, a simple majority of the Board, or by not less than twenty (20) percent of Regular Members having voting rights. For these purposes, a quorum is a simple majority of the Board or two-thirds of the total membership. Resolutions will be carried with a simple majority affirmative vote by the Board or by two-thirds of the combined total voting membership (quorum). Board/and or Regular Members shall be sent written notice of the meeting, including time, location and purpose of the meeting, at least one week prior to that meeting. 5.1.4 Rules of Order. Meetings and procedures of the Board shall be regulated and controlled according to Robert's Rules of Order (Revised) for the purpose of parliamentary procedure, except as otherwise provided by these Bylaws. 5.1.5 Cancellation. The Board may cancel or postpone any meeting of the chapter for cause, except by those called by two- thirds of the combined total membership (quorum), by a simple majority vote. 5.2 Voting. Those eligible to vote as part of the General Membership shall be members meeting the requirements of membership as set forth in these bylaws, with the exceptions that Student and Honorary members shall not be eligible to vote. 5.2.1 Quorum. A quorum shall consist of a simple majority of the Board or by two-thirds of the combined total Regular Members. 5.2.2 Presidential Vote. The President shall not vote except to break a tie vote. 5.2.3 Co-Vice Presidents, Co-Directors and Committee Chairs. Co-Vice Presidents, Co-Directors and Committee Chairs must be members of IABC/Las Vegas in good standing and shall be ex officio, non-voting members of the Board. 5.2.4 Revocation. A written ballot may not be revoked. 5.2.5 Filing. All written ballots shall be filed with the IABC/Las Vegas Board of Directors and maintained in the corporate records with meeting minutes. ARTICLE VI - Board of Officers and Directors 6.1 Governing Body. The governing body of IABC/Las Vegas shall be known as the IABC/Las Vegas Board of Directors and consist of Officers and Directors, as defined in Articles 6.2 and 6.3. 6.2 The Officers of IABC/Las Vegas shall be: President, Executive Vice President (President Elect), Vice President of Membership, Vice President of Communication, Vice President of Education, Vice President of Programming, Treasurer, Secretary, and Senior Delegate. 6.3 The Directors of IABC/Las Vegas shall consist of: At least three (3) but not more than nine (9) members. 6.4 Qualifications For Office. Any Regular Member or Lifetime Member in good standing of IABC/Las Vegas shall be eligible for nomination and election to office. 6.5 Nomination. Eligible candidates for the Board shall be selected by a Nominating Committee that consists of the President, the Executive Vice President and up to two Regular Members appointed by the President. Nominees may also file a nomination petition signed by at least six (6) Regular Members in good standing thirty (30) days prior to the election. 6.6 Election. The Nominating Committee shall present its slate to the Board for approval vote and mail a slate and official ballot to all Regular Members thirty (30) days prior to the Election. Ballots may be returned by mail or faxed to the Nominating Committee prior to the Election or deadline specified. The Nominating Committee shall be responsible for tabulating all official ballots and announcing the results at the final meeting of the term. 6.7 Terms of Office. Officers and Directors shall be elected by a simple majority vote of Regular Members for a term of (1) year or until a successor is duly elected, with exception to the President and Senior Delegate. The Executive Vice President shall succeed to President. The President shall succeed to Senior Delegate. Terms of Office will be concurrent with the administrative year of IABC/Las Vegas, which shall be the same as that of the International Association of Business Communicators. 6.8 Vacancies. Vacancies in any office on the Board may, by a two-thirds majority vote of the Board, be filled for the balance of the term by a Regular Member in good standing at any Regular, Board or Special meeting in accordance with these Bylaws. Successors must be appointed by the President and ratified by a majority vote of the Board within 30 days of the vacancy. The Executive Vice President shall succeed to any vacancy of the President. If the office of Senior Delegate becomes vacant, the Board shall appoint a past president, who must be a member in good standing, from former presidents of the chapter to fill this seat. 6.9 Removal. The Board, at its discretion and following IABC policy, may remove by two-thirds vote any officer from office for cause, but such removal shall be without prejudice in the contract rights of any officer so removed. 6.10 Quorum. A quorum of the 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 unanimous approval in writing of the members of the Board. Voting Board members not in attendance may submit a written proxy vote to another Board member or to the President. 6.11 Duties of the Board. The Board shall have supervision, control and direction of the affairs of IABC/Las Vegas; shall actively pursue its mission; shall supervise the disbursement of its funds; and shall determine its policy and changes therein within the limits of these Bylaws. The Board may adopt such rules and regulations for the conduct of its business as it deems advisable with a simple majority affirmative vote, and may delegate certain aspects of its authority and responsibility to other committees or persons. 6.12 Duties of the President. The duties of the President shall include, but not be limited by, the following: serve as the chief executive officer of IABC/Las Vegas and preside over the activities of the Board; maintain a Policy Manual that defines the roles and responsibilities of the Board; call and preside over all meetings of the Board and its officers; sign official business documents with the counter signature of another Board member when applicable; appoint members of IABC/Las Vegas to positions with confirmation of the Board; assure the compliance and continuance of IABC's goals, mission, direction, and strategies. 6.13 Duties of the Senior Delegate. The Senior Delegate provides continuity and leadership to new Officers and Directors as well as orientates the incoming President, serves on chapter committees as requested to assure the continuity of chapter programs, and represents IABC/Las Vegas at designated IABC events, including all appropriate meetings at the district level. This officer is accountable to the President and the Board and is responsible for other duties as assigned. 6.14 Duties of the Executive Vice President. The duties of the Executive Vice President shall include working with the President to learn chapter leadership; conducting meetings as necessary in the President's absence; assisting the President as needed; attending quarterly District 6 meetings when possible; recruiting members who are willing to serve on committees; and, in cooperation with the President, maintaining a Policy Manual. 6.15 The Duties of the Vice President of Membership. The duties of the Vice President of Membership shall include actively recruiting new members; welcoming new members with a formal letter, by phone or in person at meetings; coordinating membership functions during the year; working to develop and promote new and existing member benefits; maintaining membership records; and distributing copies of reports from Headquarters to the President and/or Board. 6.16 Vice President of Education. The duties of the Vice President of Education shall include coordinating professional development workshops, developing the ongoing professional accreditation program, promoting IABC accreditation within the chapter, conducting study groups for members in the accreditation process, overseeing the IABC/Las Vegas scholarship program and/or the scholarship committee, and developing programs and strategies to engage communication students. 6.17 Vice President of Programming. The duties of the Vice President of Programming shall include planning and producing monthly membership meetings and/or workshops (selects topic, speaker, location, and menu), making all restaurant arrangements, scheduling and confirming speakers, and introducing speakers at meetings. 6.18 Treasurer. The duties of the Treasurer shall include preparing an annual chapter budget in cooperation with President and Board, maintaining financial records and bank accounts for the chapter, submitting monthly financial reports to the Board, paying invoices and reimbursing board members for chapter expenses, taking in funds at monthly meetings (or, if unable to attend, appointing a proxy), preparing special financial reports for the Bronze Quill Awards, workshops and other events in cooperation with appropriate directors, and preparing end-of-year reports and tax forms for IABC headquarters 6.19 Secretary. The duties of the Secretary shall include keeping minutes of all board meetings and submitting minutes to U.S. District 6 (D6) secretary and IABC Headquarters and/or to the President or Senior Delegate to forward to D6. .20 Directors and Chairpersons. Directors and Chairpersons shall have duties assigned by the President. ARTICLE VII - Finance 7.1 Authority. The Board shall have authority over the receipts, expenditures, and assets of IABC/Las Vegas. 7.2 Fiscal Year. The fiscal year of IABC/Las Vegas shall be the same as that of the International Association of Business Communicators. 7.3 Reserves. Financial reserves, as deemed appropriate by the Board, shall be retained from chapter funds or developed to provide reasonable stability of finances. 7.4 Compensation. Officers shall not receive any compensation from IABC/Las Vegas for their services as Officers or Directors. 7 .5 Reviews. The accounts of IABC Las Vegas shall be reviewed by a Certified Public Accountant (CPA) or accounting firm selected by the Board annually. The CPA shall provide a written report to the Board. 7.6 Contracts. The Board may authorize any Officer or Officer's Agent of IABC/Las Vegas, in addition to the Officers so authorized by these Bylaws, to enter into any contract to execute and deliver any instrument in the name of and on behalf of IABC/Las Vegas. Such authority may be general or confined to specific instances. ARTICLE VIII - Policy Manual 8.1 Procedure. The President and Executive Vice President, in cooperation with the Board, shall maintain a Policy Manual in support of these Bylaws. The Policy Manual shall relate to the governance and administrative procedures of IABC/Las Vegas. ARTICLE IX - Amendments 9.1 Procedure. These Bylaws may be amended at Regular Meetings, Special Meetings, or by mail ballot, with a simple majority affirmative vote cast by voting Regular Members. Proposed amendments to these Bylaws must be submitted by the Board or be petitioned by at least 10 percent of the combined Regular Members to be eligible for consideration by the entire voting membership. Proposed amendments which meet aforementioned qualifications must be submitted to the membership at least 15 days prior to the meeting or mail ballot deadline at which time said amendments are to be considered for adoption. Written notice of the meeting must accompany the proposed amendments. ARTICLE X - Dissolution 10.1 Dissolution. IABC/Las Vegas shall use its funds only to pursue the mission specified in these Bylaws, and no part of said funds shall be distributed to members of IABC/Las Vegas. On dissolution of IABC/Las Vegas, any funds remaining shall be distributed to the International Association of Business Communicators. |