Bylaws

Bylaws govern our structure and processes to ensure accountability

Like any good corporate citizen our not-for-profit organization’s governance structure and processes keep us accountable.

Article 1 Name and Location

Section 1. Name
The name of this chapter shall be IABC/BC. IABC/BC is a not-for-profit organization affiliated with the International Association of Business Communicators (IABC) headquartered in San Francisco, California, USA.

Section 2. Location
The geographical area serviced by IABC/BC shall be the province of British Columbia.

Article 2 Mission

Section 1.
IABC/BC is dedicated to improving the effectiveness of internal and external communications of businesses, organizations and institutions. To this end, IABC/BC will seek to enhance the professional competence of those engaged in communication capacities, to provide them with tools and techniques, and to provide them with comprehensive resources so they may be more effective in their service to their organizations and in their individual pursuits. Fully recognizing that communication in business, organizations and institutions is undergoing vast and rapid change, IABC/BC will support the International Association of Business Communicators in seeking to educate those charged with the management of such enterprises on how to enable professional communicators to meet vital needs in a world that demands dynamic communication.

Article 3 Membership

Section 1. Qualification
Membership in this organization shall be composed of professionals from a variety of disciplines engaged in fostering communication at all levels.

Section 2. Types of Membership
IABC memberships are held by individuals, not organizations, and include:

Regular Members. Regular Members include professional communicators, educators, consultants, and other professionals in the communication field; 500 Club and other Lifetime Members, as defined in IABC policy; Fellows; and others as may be designated from time to time by the IABC Executive Board.  Regular Members of IABC/BC must be Regular Members of the International Association of Business Communicators.

Student Members. This membership is open to full-time students of colleges, universities and other educational institutions, as well as part-time students working towards a degree who are not presently engaged in the organizational communication profession.

Lifetime Members and Honorary Members. Lifetime Memberships may be conferred upon members of the Chapter at such times and under such terms as the Chapter’s Executive Board shall determine.  The Chapter is responsible for paying the dues for any such Member.  Honorary Membership may be conferred on persons who are not members of IABC/BC, as determined by the Executive Board; Honorary Members are not considered voting members of the Chapter or the Association.

Membership Sections. The Executive Board may establish membership sections or other organizational units based on professional, industry, or specialized fields, or other criteria that the Executive Board may determine from time to time.

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 are reserved for Regular Members of the Association, except as otherwise provided in IABC policy, Chapter policy, or these Bylaws.

(b) Regular Members are entitled to attend and observe all meetings of the Association, the Chapter,  and its Executive Board, and meetings of all Association and Chapter boards, committees, task forces, work groups, forums, and similar subgroups and sessions; however, no member or visitor is entitled to address, interrupt, or otherwise participate in such meetings without the express invitation of either the President, chair, or group leader, or the consent of a majority of the board, committee, or group holding the meeting.  The Chapter may establish fees for some meetings.

(c) Regular Members are not entitled to attend sessions of the Executive Board or any other governing group that have been closed in accordance with law, IABC policy, Chapter policy, or these Bylaws.

Section 4. Duration of Membership; Resignation and Removal
Membership is effective during the period for which dues have been paid.  Any Member may resign by filing a written resignation with the Secretary or with IABC but dues will not be refunded.  All rights, privileges, and interest of a Member in or to IABC/BC shall cease on termination of membership.  Any Member may be removed from membership by a two-thirds vote of the Executive Board.  For any cause other than non-payment 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 the Chapter’s Executive Board, for forwarding to the Executive Committee of the International Association of Business Communicators, which then shall make a final determination.

Article 4 Dues

Section 1. Establishment of Dues
Local Chapter dues and other Chapter fees shall be set by a two-thirds vote of the Executive Board of IABC/BC.  Other fees and charges shall be established by a majority vote of the Executive Board. International dues are determined by the international head office and cannot be changed by the executive board of IABC/BC.  Lifetime and Honorary Members must pay appropriate International and Region dues, but are not responsible for paying Chapter dues.

Section 2. Cancellation
Members who fail to pay their dues within two months after they are due shall be notified and dropped from the rolls, and thereupon forfeit all rights and privileges of membership.

Section 3. Refunds
No dues shall be refunded to any Member whose membership terminates for any reason.

Article 5 Organizational Structure

Section 1. Administrative Year
The Chapter’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. Chapter Responsibilities

(a) The Chapter is a group of Members, meeting the requirements of and chartered by the IABC Executive Board, and is affiliated with IABC and bound by its Bylaws, policies, and rules, and by the IABC Code of Ethics for Professional Communicators.

(b) The Chapter shall organize itself to serve its members in any appropriate manner that does not contravene the Bylaws, policies, or rules of IABC, or the IABC Code of Ethics for Professional Communicators.

(c) The Chapter shall remain in good standing, as defined by IABC Bylaws, policies, and rules.

Article 6 Meetings of Members and Voting

Section 1. Regular Meetings
Regular meetings of IABC/BC shall be held monthly with professional development seminars and other events to be held as scheduled at such times and locations within the area served by the Chapter as the Executive Board shall determine.

Section 2. Notice of Meetings
All members shall be sent written notice of regular meetings, including time, location and purpose of the meeting, at least one week prior to said meeting. Written notice of the Annual General Meeting shall be distributed to all members at least two weeks prior to said meeting. Electronic mail or any other form of transmitted or recorded communication may be used for notice.

Section 3. Annual General Meeting
The Annual General Meeting of the IABC/BC shall be held annually in the last month of the chapter’s administrative year. The Chapter President shall set the agenda and preside over the meeting, which shall include a written review of the activities and financial status of the chapter at the end of the administrative year. The official election and announcement of incoming officers for the new administrative year shall also take place at the Annual General Meeting.

Section 4. Special Meetings
The executive board may call special meetings of the membership at any time by sending written notice as specified above. Special meetings may also be called by a petition of the membership signed by at least 10 per cent of the total voting membership. Such meetings shall be held no less than 30 days after presentation of the request for meeting to the chapter executive.

Section 5. Voting
Those eligible to vote at special meetings and the Annual General Meeting shall be members meeting the requirements of membership as set forth in these bylaws, with the exceptions that honorary members and student members shall not be eligible to vote.

Section 6. Quorum
A quorum of the executive board shall consist of a majority of the total number of executive board members, as defined in these bylaws. A quorum necessary to act on official business of the entire chapter shall consist of at least five per cent of the total voting membership. (The minimum quorum as required by the Societies Act of B.C. is three members.)

Section 7. 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.

Section 8. Rules of Order
IABC/BC meetings and procedures of IABC/BC shall be regulated and controlled according to Robert’s Rules of Order (revised) for parliamentary procedure, except as otherwise provided by these bylaws.

Article 7 Officers

Section 1. Governing Body
The governing body of the IABC/BC shall be known as the executive board.

Section 2. Officers
(a) The officers of IABC/BC (the members of the executive board), shall be a president, past president, vice-president, executive administrator and treasurer, and directors of chapter portfolios such as professional development, sponsorship, etc. as determined by the president. Committee leaders will be appointed by the executive board as chapter needs dictate.

(b) These officers shall perform the duties necessary to the office or as prescribed by the Executive Board, these Bylaws, Chapter policy, and the parliamentary authority adopted by the Chapter.  Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Executive Board or the President otherwise directs.

(c) The President and President-Elect shall serve a single one-year term.  Other elected officers shall serve a one-year term and may be elected for a second consecutive term.

Section 3. Qualifications for Office
Any member in good standing of the chapter shall be eligible for nomination and election to office in IABC/BC.

Section 4. Nomination of Officers
(a) Candidates for each office except President and Past President shall be selected by a Nominating Committee, consisting of the Past President, Vice President who will serve as chair and three members appointed by the President.  Nominees will be drawn from submission by members of IABC/BC, including self-nomination. 

(b) The Vice President automatically accedes to the office of President.  The outgoing President automatically assumes the office of Past President.

(c) 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.

(d) The Nominating Committee shall present its slate to the Executive Board for approval, and copies of the slate shall be sent in writing to all voting members at least 30 days in advance of the final meeting of the calendar year.  

Section 5. Election of Officers
(a) Accompanying the slate of officers distributed to all voting members shall be an official ballot, which shall be returned to the past president by those voting members who are not attending the Annual General Meeting, no later than seven days prior to said meeting. Ballots will also be distributed at the Annual General Meeting to all voting members who have not previously submitted a ballot for the election of officers of the upcoming administrative year. A representative appointed by the nominating committee shall be responsible for tabulating all official ballots collected and for announcing the elected officers at the Annual General Meeting.

(b) Officers shall take office at the close of the meeting at which their election is announced, and shall hold office until replaced by their duly elected and qualified successors.

Section 6. Vacancies or Removal
(a) Vacancies in any office on the Executive Board shall 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 among former Presidents of the Chapter.

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

Article 8 Duties of Officers

Section 1. President
The president shall serve as the chief executive officer of IABC/BC; exercise general supervision over executive affairs of IABC/BC; preside at regular and special meetings; appoint and be an ex-officio member of all committees; and represent IABC/BC in civic, professional and educational activities. The president shall also perform other duties necessary to the office or as prescribed by the executive board. In addition, the president shall serve as a delegate of IABC/BC to the International Association of Business Communicators.

Section 2. Vice President
The vice president shall have duties assigned by the president and act in the absence of the president. In addition, the vice president shall serve as the delegate of the chapter to the board of the Canada Western Region. The vice president is designated the president elect and automatically succeeds to the office of president.

Section 3. Executive Administrator
The Executive Administrator shall supervise the chapter’s paid administrator, attend and ensure minutes are taken at all chapter board and strategic planning meetings, ensure distribution of minutes and other information as required by the president, and maintain chapter/board records of minutes, motions, bylaws and policies and procedures.

Section 4. Treasurer
The treasurer shall manage the chapter’s finance committee and, with its assistance, oversee the maintenance of the financial health of the chapter, coordinate monthly financial reports to the board, handle chapter banking, develop and monitor budgets and ensure an annual financial review.

Section 5. Past President
The past president shall serve as advisor to the president and the executive board, chair of the nominating committee and senior delegate of the chapter to the International Association of Business Communicators.

Section 6. Other portfolios
All other chairs and duties will be appointed by the executive committee as required.

Article 9 Executive Board

Section 1. Composition
The executive board of IABC/BC shall consist of the officers of IABC/BC, as defined in Article 7. Committee chairpersons or leaders shall be ex-officio, voting members of the executive board.

Section 2.  Authority and Responsibility
(a) The Executive Board shall have supervision, control, and direction of the affairs of IABC/BC; determine its policy or changes therein within the limits of law, these Bylaws, and the Bylaws, rules, and procedures of IABC; uphold the IABC Code of Ethics for Professional Communicators; actively pursue the Chapter’s mission; and supervise disbursement of its funds.

(b) 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 President, the officers, or to other committees or persons.

(c) The Executive Board shall select a Delegate and Alternate from among the Chapter President, Past President, and President-Elect to cast the Chapter’s vote on IABC issues.

Section 3. Quorum
(a) A quorum of the Executive Board shall consist of a majority of the voting members.

(b) 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 voting members of the Executive Board.

(c) With permission of the President, members may participate in any meeting of the Executive Board or any committee 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. Meetings
The Executive Board shall meet no fewer than three times during each Administrative Year at such time and at such place as the President may prescribe.  Notice of all such meetings shall be given to Executive Board members in the manner specified in Article 6, Section 2, Paragraph (b), not less than 30 days before the meeting is held.  Special meetings of the Executive Board may be called by the President or at the request of two-thirds of the officers.  Officers shall be notified not less than 72 hours before any such special meeting is held.

Section 5. Closed Session
(a) The Executive Board may at its discretion, and when required by law, IABC policy, Chapter 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) 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, Chapter policy, or these Bylaws to be present at the meeting; and those invited by the President or with the consent of the Executive Board.

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

Article 10 Standing and Special Committees

Section 1.
The president shall appoint and administer standing and special committees necessary to conduct the affairs of IABC/BC.

Article 11 Finance

Section 1. Authority

The Executive Board shall have supervision, control, and direction of the receipts, expenditures, and assets of IABC/BC.

Section 2. Fiscal Year
The fiscal year of IABC/BC shall be July 1 to June 30.

Section 3. Budget
In advance of each fiscal year, the Executive Board shall adopt an operating budget covering all activities of IABC/BC.

Section 4. Reserves
Revenues in excess of expenses cannot be returned to members and will be held in the chapters financial reserves. The Executive Board shall develop polices and shall retain or develop financial reserves it deems adequate to provide reasonable financial stability of the Chapter and continuity of its operations and member services.  The amount of these operating reserves shall be reviewed annually by the Treasurer and ratified by the Executive Board.

Section 5. Bonding
The Vice President of Finance and other Executive Board members, as determined by the President, shall be bonded in an amount deemed practical by the Executive Board.

Section 6. Audits
The accounts of IABC/BC shall be audited not less than annually by an independent Certified Public Accountant, approved by the Executive Board, who shall provide a report to the Executive Board and the membership (available at the annual general meeting).

Article 12 Policy Manual

Section 1. Rules of Order
Meetings and procedures of IABC/BC shall be regulated and controlled according to the current edition of Robert’s Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by these Bylaws.

Section 2. Policies
(a) Code of Conduct.  The Chapter and its members and employees shall abide by the IABC Code of Ethics for Professional Communicators and the Bylaws and policies of IABC and of the Chapter.  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 Chapter and its members and employees, and may contain procedures necessary or desirable for the proper running and carrying out of the objectives of the Chapter.

(b) Rules, Regulations, and Policies.  The Executive Board may establish rules, regulations, and policies, and shall maintain a Policy Manual relating to governance, management, operation, and administrative procedures of, and provision of services and conferring of honours by, the Chapter.  These rules, regulations, and policies shall in no instance contravene or be inconsistent with law, these Bylaws, or the Bylaws, rules, and procedures of IABC.

Section 3. Duties of Officers, Directors, and Others
Every officer or Director of IABC/BC, in exercising the powers and discharging the duties of an officer or Director, shall act honestly and in good faith with a view to the best interests of the Association and the Chapter, and shall exercise the care, diligence, and skill that a reasonable, prudent person would exercise in comparable circumstances.

Article 13 Non-Discrimination

Section 1.
IABC/BC shall not knowingly accept any organizational unit that denies membership or membership privileges, nor shall it deny membership or membership privileges itself, on the basis of race, creed, religion, disability, gender, sexual preference, age, color, or national origin.

Article 14 Dissolution

Section 1.
IABC/BC shall use its funds to pursue the mission specified in these bylaws, and no part of said funds shall be distributed to members of IABC/BC. On dissolution of IABC/BC, any funds remaining shall be distributed to the International Association of Business Communicators.

Article 15 Amendments

Section 1. Procedure
These Bylaws may be amended at any regular or special meeting of IABC/BC at which a quorum is present, by a two-thirds vote of the voting members present, provided that the proposed amendments have been submitted and reviewed in accordance with the procedures set forth in Section 2 and sent in writing to all members of the Chapter not less than 30 days prior to the meeting at which they will be considered, and provided that at least a majority of the Executive Board is present for the Chapter vote.  Electronic mail or any other form of transmitted or recorded communication may be used for notice of proposed amendments, at the discretion of the Executive Board.  Written notice of the meeting must accompany the proposed amendments.

Section 2. Submission and Review
Any member may propose an amendment to these Bylaws by first delivering, in writing, a copy of the proposed Bylaws amendment to the Executive Administrator of the Chapter.  The Executive Board shall review the proposed Bylaws amendment for content, form, and congruence with other Bylaws, and shall, at the request of the member proposing the Bylaws amendment, present the proposed amendment at the next possible regular or special meeting of the Chapter with their recommendation, for consideration under the provisions set forth in Section 1.