The Oregon Columbia chapter of the International Association of Business Communicators (EIN 93-0653100) is governed by these bylaws, most recently updated and approved by OCIABC members in June 2009.
ARTICLE 1 NAME AND LOCATION
SECTION 1 Name
The name of this organization is lABC/Oregon Columbia, or OCIABC a not-for-profit professional organization, IRS code 501(c)6. OCIABC is affiliated with the International Association of Business Communicators (IABC or International) and the IABC Pacific Plains Region (Region).
SECTION 2 Location
The geographic area served by IABC/Oregon Columbia includes the state of Oregon and Southwestern Washington State, west of the Cascades and north to, but not including, Tacoma.
ARTICLE 2 PURPOSE
SECTION 1 Mission
IABC/Oregon Columbia is dedicated to fostering excellence and awareness of communication as an integral function of every organization.
SECTION 2 Objectives
- Cultivate and engage an active and diverse membership
- Provide a range of professional development opportunities and tools that enrich the knowledge and skills of members
- Support our members to BE HEARD® outside the communications community
ARTICLE 3 MEMBERSHIP
SECTION 1 Qualification
Membership in this organization is composed primarily of professional communicators engaged in internal and/or external communications at all levels of their respective organizations.
SECTION 2 Types of Membership
IABC Memberships are held by individuals, not organizations, and include:
- REGULAR MEMBERSHIP: Regular membership is open to professional communicators, educators, consultants, and freelancers in the communications field. Regular members shall be regular members of the International Association of Business Communicators.
- STUDENT MEMBERSHIP: Student membership is open to students of educational institutions, as defined in IABC policy2.1 Students who join any student chapter within OCIABC’s geographic area of membership are not members of OCIABC but are allowed to attend up to two (2) events per year for free as a guest of the chapter, at the discretion of the Board, excluding the holiday party and year-end award events.
- LIFETIME MEMBERS, Honorary members, and Fellows: Only the IABC International Executive Board can grant honorary, lifetime and fellow memberships. Honorary members are not considered voting members of the Association.
SECTION 3 Member Rights
- Voting rights are reserved for Regular Members of the Association and Chapter.
- Regular Members are entitled to attend and observe all meetings of the Association and the Board, and meeting of all Association boards, committees, task forces, work groups, forums and similar subgroups and session. However, no Regular Member is entitled to address, interrupt, or otherwise participate in such meetings without the express invitation of either the Chair or the group leader, of the consent to the majority of the board, committee or group holding the meeting. The Association and its Regions, Chapters and other subdivisions will establish fees for some meetings.
- Regular Members are not entitled to attend sessions of the Board, the OCIABC Committee [Article 4, Section 3, 11. Committees], or any other governing group that have been closed in accordance with law, IABC policy, or IABC Bylaws, as set for in Article 6, Section 10
- NONDISCRIMINATION The chapter does not discriminate because of race, color, religion, creed, sex, sexual orientation, national origin or disability.
SECTION 4 Dues
- CHAPTER DUES The OCIABC Board, by a majority vote, establishes local chapter dues. Chapter dues are in addition to IABC International and Region dues and are in accordance with IABC policy and guidelines. No dues will be refunded to any member whose membership is terminated.
- REFUNDS No dues shall be refunded to any member whose membership terminates for any reason.
- CANCELLATION Members who fail to pay their dues within two months after they are due shall be notified and dropped from the rolls (i.e., the membership roster), and thereupon forfeit all rights and privileges of membership.
- OTHER CHAPTER FEES A two-thirds vote of the OCIABC Board can set other chapter fees, including professional development meeting fees.
4.0.1 PAYMENT FOR EVENTS All members pay to attend chapter events. There may occasionally be special pricing available for members who have provided extra support to an event, such as the Communicators Conference.
SECTION 5 Duration of Membership: Resignation/Removal
Membership is effective during the period for which dues have been paid. Any member may resign by filing a written resignation with the VP of Membership or with IABC. All rights, privileges, and interest of a member in or to the chapter and the Association with cease on termination of membership. The Board may remove any member from membership by a two-thirds vote. 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 15 days to respond in writing to OCIABC for submission to the Committee, [See Article 4, Section 2, 1. OCIABC Board of Directors], which then shall make the final determination.
SECTION 6 Code of Ethics
All members of OCIABC 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.
SECTION 7 Transfer of membership
Membership in OCIABC shall not be transferrable 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 4 ORGANIZATION STRUCTURE
SECTION 1 Administrative Year
IABC/Oregon Columbia’s Administrative Year shall begin July 1 and end June 30. The Fiscal Year shall begin January 1 and end December 31.
SECTION 2 Chapter Governance
1. OCIABC BOARD OF DIRECTORS
The governing body of OCIABC is known as the Board of Directors (the Board). OCIABC’s Board will consist of at least six and no more than 15 members. Board members do not receive any compensation for their services. Board Members may only use chapter funds as directed by the President and VP Finance for purposes directly related to supporting the chapter’s mission. The Board, at its discretion, may establish units and appoint non-voting members to administer standing and special committees or to conduct specific tasks in order to serve specific geographical, functional, or other interests.
2. QUALIFICATIONS FOR OFFICE
Any member in good standing is eligible for nomination and election to office in IABC/Oregon Columbia. Candidates cannot be voting members of other IABC Chapter, Region or International Boards, unless approved by OCIABC’s President.
Nominees for Executive Vice President must have been IABC members for at least one year prior to nomination to the Board. The outgoing Executive Vice President automatically succeeds to the office of President. The outgoing President automatically succeeds to the office of Director at Large.
3. NOMINATIONS AND ELECTIONS OF OFFICERS
Nominations are submitted by members of OCIABC to the Nominating Committee, [ Article 4, Section 3, 11 Committees], appointed by the President. This committee shall consist of two members of the Board and three members-at-large. The President shall be an ex-officio member of the committee. The committee shall prepare a nomination slate of offices to be filled by election. An official slate of officer candidates is sent electronically to all voting members of the Chapter for a “yes” or “no” vote on the entire slate by June 1. Votes must be returned, electronically or in print by June 15 of the fiscal year. A non-response to the slate of officers is counted as a “yes” for the slate as presented. The out-going President is responsible for overseeing the tabulation of all official votes. Incoming officers are announced at the final membership meeting or by June 30 of the fiscal year, whichever comes first.
4. TERMS OF OFFICE
All officers serve a term of one fiscal year, or until a successor is duly elected. Officers may be nominated for re-election to the same or a different Board position. There is no limit to the total or consecutive number of years an individual may serve on the Board, with exception to the President who shall be limited to serving two consecutive terms as President.
5. VACANCIES OR REMOVAL
In the event that the President is unable to serve, the Executive VP automatically serves out that term and the following term. Vacancies in any other office on the Board may be filled for the balance of the term by the Board at any regular or special Board meeting or by appointment of the President. In addition, the Board, at its discretion and following IABC policy, may, by two-thirds vote, remove any officer from office for cause. The removed officer has no recourse for appeal.
Section 3 Duties of Officers
- PRESIDENT: The President will lead the Chapter by providing a strategic vision and continuity of purpose, so that members receive full value and are motivated to participate fully in Chapter activities. The President is primarily responsible for maintaining and increasing membership levels, ensuring the chapter’s long-term financial health, and developing and executing succession plans to keep the Board staffed and thriving. The President will assume the role of Director at Large following their term as President
- EXECUTIVE VICE PRESIDENT: The Executive VP performs duties assigned by the President and acts in the President’s absence. They also serve as the Chapter’s main contact person for the Pacific Plains Regional Board, of which OCIABC is a member. They also serve as the co-chair for the Communicator’s Conference when it is held in conjunction with other communications organizations such as Public Relations Society of America. The Executive Vice President will be the incoming president for the following year.
- DIRECTOR AT LARGE: The immediate past President (termed the “senior delegate” by IABC International) serves as a leadership and guidance resource for the Board and its Officers. The immediate past President is also responsible for maintaining contact and outreach to all former OCIABC chapter Presidents and key former Board members.
- VP FINANCE: Under the oversight and approval of the President, the VP Finance is responsible for ensuring the financial health of the chapter by monitoring the budget, managing all financial accounts, monitoring all financial transactions and issuing payments to vendors, Board members and others, with exception of payments made to the VP Finance, which must be issued by the President. The VP Finance shall also prepare financial reports for IABC as requested by IABC.
- VP MEMBERSHIP: Shall oversee the recruitment of new members and retention of current members and coordinate activities; shall correspond with and welcome/announce new members; shall provide accurate reports of all current prospective members and forward to Board and database manager as needed; shall oversee membership recognition and reward activities. In March of each fiscal year, the VP Membership manages the development of the official slate of next fiscal year’s Board members and works with the President to issue the final slate for voting to OCIABC’s members.
- VP COMMUNICATIONS: Shall be responsible for maintaining the OCIABC brand and oversee the organizations communications objectives. Duties include but are not limited to developing an annual chapter communication plan, updating and/or redesigning literature, maintaining chapter style guide and recommending design changes as needed.
- VP PROFESSIONAL DEVELOPMENT: Shall chair the development committee and oversee the planning and development of the general membership monthly meetings, including but not limited to researching and obtaining speakers, creating email notifications for distributions, etc.
- VP EVENTS AND LOGISTICS : Shall team with VP of Professional Development and VP of Awards to coordinate and lead networking membership events. Shall team up, help with Bronze Beacon Event, and handle logistics related to all Professional Development. events.
- VP AWARDS: Shall oversee the design, development, promotion and execution of the annual Bronze Beacon awards ceremony. Shall maintain the budget, work with the committee and plan the event.
- ALL OFFICERS All Board members will take an active role in supporting the Communicators Conference and the Bronze Beacon Awards ceremony as requested by the Executive VP and the VP Awards. Specific duties of all officers of the Board, including those described above are detailed in job descriptions, which are updated as necessary by the Board and published on OCIABC’s website.
- COMMITTEES. Committees shall be formed as deemed necessary by the Board, which at the time will designate the elected officer who will be responsible. Responsibility for committee activities and personnel rests with the elected officials, who will appoint chairpersons and committee members subject to the Board’s approval.
SECTION 4 Quorum
A quorum of the Board consists of a simple majority of the Board members. If a quorum cannot be mustered, a meeting may proceed, and any action taken will become valid if subsequently confirmed by majority approval of the Board members.
SECTION 5 Parliamentary Procedure
Roberts Rules of Order, Revised, shall govern the conduct of all meetings of IABC/Oregon Columbia and the Board; expect as otherwise provided herein, or agreed upon by the Board.
ARTICLE 5 MEETINGS
The Board shall hold a minimum of eight (8) monthly meetings annually. Additional meetings may be called by the President or a majority of the Board.
OCIABC shall hold a minimum of eight (8) monthly meetings of the membership per year.
ARTICLE 6 FINANCE
- FISCAL YEAR
The fiscal year of OCIABC is from January 1 to December 31. The Board has the authority over the receipts, expenditures, and assets of OCIABC. The Board will adopt an operating budget covering all activities of OCIABC no later than the second Board meeting of the fiscal year.
- INCOME SOURCES
OCIABC shall obtain its income from the assessment of dues, proceeds from professional development seminars, workshops, meetings, and other special projects.
Finances of OCIABC shall be the direct responsibility of the Vice President-Finance. The VP-Finance shall issue monthly reports of (1) Assets and Liabilities and (2) Income and Expenditure to the Board and maintain a record of receipts and expenditures according to recognized bookkeeping practices.
Payments to vendors, Board members and others require an invoice or receipt in order to be paid (or, in the case of Board members, reimbursed). The President and VP Finance will have signatory authority for use of the chapter’s debit/credit card. The President, Director at Large and the VP Finance all have signatory authority for use of the chapter’s checking account.
- TRANSACTION TIME LIMITS
The VP-Finance shall receive or pay all outstanding bills or reimbursements of member expenses within 90 days of incurrence. Exceptions shall be subject to Board approval.
The financial records of the OCIABC shall be audited annually. The audit report shall be submitted by the VP – Finance to the Board for its approval. That report shall then be submitted to the Regional VP Finance for review. These two reviews are deemed a sufficient audit. The Board retains the right to request a formal audit of the financial records when approved by a simple majority of the Board.
- LIMITATION of LIABILITY
The members of the Board shall not be liable for any error of judgment or for failure to take action on advice of good council, or for anything done or not done in good faith. The private property of members shall not be subject to the payment of corporate debts of IABC/Oregon Columbia.
- RESOLUTION OF ASSETS
None of the assets of IABC/Oregon Columbia shall ever revert to the members of inure to the benefit of any individual. In the event that OCIABC were ever to dissolve, any treasury funds would go to IABC Region – where they would be held for two years. If after two years the chapter is not re-formed, the funds would permanently revert to the Region.
ARTICLE 7 PLANNING & DOCUMENTATION
- STRATEGIC PLAN
The Board will maintain a three-year strategic plan that aligns with the International Association of Business Communicators strategic plan and addresses the needs of the local members. This plan shall be reviewed at the start of each Board term and annual plans will be developed at that time by each Board member to address the areas of responsibility assigned to them.
The Board shall maintain complete financial records for the seven (7) fiscal years prior to the current one. Financial records older than seven years shall be kept at the Boards’ discretion, with exception to any documents related to the chapter’s current financial arrangement, including bank accounts, contractual agreements, government-issued documents, etc.
The Board shall also maintain a historical record of all communications to members, minutes of Board meetings, event attendance lists, etc. This record shall be thinned down to essential documents every three years when the Chapter’s three-year strategic plan is updated. This history will be passed via IABC eXchange or similar online sharing tool to the incoming President when the new Board officially takes on their role.
- STRATEGIC PLAN
ARTICLE 8 AMENDMENTS
- AMENDMENT METHOD
Amendments may be brought by any member to the Board. Once the Board has reviewed the proposed amendment, the proposal can be taken to the membership. Proposed amendments must be submitted to the full Board at least 15 days prior to the meeting at which a vote will be taken.
Any amendment action by the Board must be communicated in writing to the OCIABC membership within 60 days.
Amendments must receive a two-thirds vote of the entire membership for passage. The vote may be conducted by mail, email or fax at any membership meeting, as decided by the Board.
- EFFECTIVE DATE
These Bylaws replace all previous documents, and shall become effective immediately on date of chapter approval.
These Bylaws are subordinate to those of the IABC. In the case of any conflict, the Bylaws of IABC take precedence.
- AMENDMENT METHOD
ARTICLE 9 DISSOLUTION
OCIABC uses its funds to pursue the mission specified in these Bylaws, and no part of said funds is distributed to members of OCIABC. On dissolution of OCIABC, any funds remaining will be turned over to IABC Region, where they would be held for two years. If after two years the chapter is not re-formed, the funds would permanently revert to the Region.