Governance

BYLAWS

 

EXHIBIT B
 
Amended and Restated Bylaws
of IIBA Cincinnati Chapter
 
                             __________________________________________________________________________________________
 
BY-LAWS
[Amended & restated, proposed for adoption in 2014]

Article I – Name, Principal Office and Relationship to IIBA
 
Section 1. This organization shall be called IIBA Cincinnati Chapter (hereinafter “IIBA Cincinnati Chapter”).  This organization is a chapter chartered by the International Institute of Business Analysis (hereinafter “IIBA”) and separately incorporated as a non-profit corporation organized under the laws of the State of Ohio.
 
Section 2. The principal office of IIBA Cincinnati Chapter shall be located in the City of Cincinnati in the State of Ohio, United States of America.
 
Section 3. IIBA Cincinnati Chapter is responsible to the duly elected IIBA Board of Directors and is subject to all IIBA policies, procedures, rules and directives lawfully adopted, and as such, the IIBA is authorized and responsible for enforcement.
 
Section 4. IIBA Cincinnati Chapter shall meet all legal requirements in all jurisdictions in which IIBA Cincinnati Chapter conducts business or is incorporated or registered.
 
Section 5. These By-Laws of IIBA Cincinnati Chapter (hereinafter these “By-laws”) may not conflict with the current IIBA By-Laws or with any policy, procedure, rule, or directive established or authorized by the IIBA Board of Directors, or with IIBA Cincinnati Chapter’s Charter with IIBA, as memorialized in the Chapter Affiliation Agreement dated August 7, 2009, as renewed, extended, and amended from time to time. IIBA Cincinnati Chapter may not impose any requirements on Chapter membership other than requirements provided by the IIBA By-Laws.
 
Section 6. The terms of IIBA Cincinnati Chapter’s Charter with IIBA, including all restrictions and prohibitions, shall take precedence over these By-Laws and other authority granted hereunder.

Article II – Purpose
 
Section 1. The objectives of IIBA Cincinnati Chapter are to:
 
A.    Champion Business Analysis (BA) excellence by building alliances in the community to promote Business Analysis as a profession.
B.    Create Business Analysis practitioners and leaders who deliver organizational results.
C.    Build and capitalize on linkages that unify those impacted by Business Analysis.
 
 
Article III – Membership
 
Section 1. Membership in IIBA Cincinnati Chapter is voluntary and shall be open to any eligible person interested in furthering the purposes of the organization.  Membership shall be open to all eligible persons without regard to race, creed, color, age, gender, marital status, national origin, religion, ancestry, citizenship, family status, sexual orientation, or physical or mental disability.
 
Section 2. Membership in IIBA Cincinnati Chapter requires membership in IIBA.  IIBA Cincinnati Chapter shall not accept as members any individuals who have not been accepted as IIBA members and shall not create its own membership categories.
 
Section 3. All members of IIBA Cincinnati Chapter in good standing (“Members”) can vote and hold office in IIBA Cincinnati Chapter.
 
Section 4. Members shall be governed by and adhere to the IIBA By-Laws and by the By-Laws of IIBA Cincinnati Chapter and all policies, procedures, rules and directives lawfully made thereunder.
 
Section 5. All Members shall pay the required IIBA dues to IIBA and chapter membership dues to IIBA Cincinnati Chapter and, in the event that a Member resigns or a Member’s membership is terminated, neither IIBA nor IIBA Cincinnati Chapter shall refund any membership dues.
 
Section 6. Membership in IIBA Cincinnati Chapter shall terminate upon the Member’s resignation, failure to pay dues, or expulsion from membership by the affirmative vote of two-thirds (2/3) of the Board.
 
Section 7. Notwithstanding Article III Section 6 of these Bylaws, a Member who fails to pay any required dues for three (3) months shall be delinquent, shall cease to be a Member unless reinstated, and shall have his or her name removed from the official membership list of IIBA Cincinnati Chapter.  A delinquent Member may be reinstated by payment in full of all unpaid dues to IIBA and IIBA Cincinnati Chapter.
 
Section 8. Upon termination of his or her membership in IIBA Cincinnati Chapter, the former Member shall forfeit any and all rights and privileges of membership.
 
Section 9. The membership database and listings provided by IIBA to the IIBA Cincinnati Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of IIBA Cincinnati Chapter, consistent with IIBA policies.
 
Section 10. All Members must be members in good standing of IIBA and adhere to the IIBA “Member Code of Ethical Conduct and Professional Standards” (hereinafter “Code”). The authority and responsibility for enforcement of the Code with respect to Members rests with IIBA.
 
Article IV – Officers
                       
Section 1. IIBA Cincinnati Chapter shall have elected officers (hereinafter “Officers”) to serve in the following positions: President, Vice President of Finance, Vice President of Administration, Vice President of Certification, Vice President of Marketing and Communication, Vice President of Membership, Vice President of Professional Development, and Vice President of Sponsorship.  The Officers will serve staggered two-year terms with one-half of the Officers elected each year.
 
Section 2. All Officers shall be members in good standing of IIBA and of IIBA Cincinnati Chapter.  All Officers will serve a two-year term, commencing from the date of installation. To ensure continuity, upon election, new Officers will immediately become non-voting members of the Board and will serve as "understudies" of their respective predecessor Officers until such time as their term in office begins. 
 
Section 3. An Officer shall be eligible to stand for election to a position he or she has held in the past, but may hold any particular officer position for no more than two consecutive terms.  Officer positions may be created or eliminated by the Board, as deemed necessary to conduct the business of IIBA Cincinnati Chapter.  Non-elected, and/or non-voting officer positions may be established and filled by a majority decision of the current Board.  Elected officer positions are similarly established and filled, but must be approved by the Members at the next scheduled election along with a corresponding amendment to these By-Laws.  For purposes of these By-laws, any elected officer positions that are created will be included within the defined term “Officers” thereafter, and any elected officer positions that are eliminated will not be included within the defined term “Officers” thereafter.
 
Section 4.  The President shall (if possible) have served a term as an Officer and must have shown a substantial commitment to IIBA Cincinnati Chapter, as measured by results and by participation in Board of Directors meetings and IIBA Cincinnati Chapter scheduled events.  The Vice President of Finance shall assist the President with operations and planning and represent IIBA Cincinnati Chapter in the absence of or at the request of the President. 
 
Section 5. The President shall be the Chief Executive Officer of IIBA Cincinnati Chapter and the Chair of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board.  The President shall also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee.
 
Section 6. Upon the expiration of the President’s final term of service in that position, the former President shall become the Past President until a successor Past President replaces him in that position. The Past President shall provide advice and counsel to the President and Board and shall coordinate the annual election process.  If any former President elects not to serve as Past President upon expiration of his or her final term of service as President, then the then-current Past President will continue to serve in that position if he or she is willing to do so.  If the position of Past President is unfilled at any time when annual elections are to be held, then the Vice President of Administration shall coordinate the election process. 
 
Section 7. The Vice President of Administration shall keep and maintain all records of IIBA Cincinnati Chapter, including records of all meetings of (i) Members and (ii) the Board.
 
Section 8. The Vice President of Finance shall oversee the management of funds for duly authorized purposes of IIBA Cincinnati Chapter.
 
Section 9. The Vice President of Certification shall oversee all activities related to practice standards and to the IIBA certification program for eligible Members.
 
Section 10. The Vice President of Professional Development shall organize a minimum of three (3) educational sessions (e.g., workshops and seminars) each year.  The general format of those educational sessions shall be structured to provide participants an opportunity for advancing their skills in business analysis. The Vice President of Professional Development shall also organize the Member meetings required under Article IX Section 1 of these By-laws.  The format of either an educational session or a Member meeting may be modified with Board approval.   
 
Section 11. The Vice President of Membership shall oversee all activities related to the recruitment and retention of eligible Members.
 
Section 12. The Vice President of Marketing and Communications shall maintain the IIBA Cincinnati Chapter website and deliver timely notices to the Members of (i) all scheduled activities and Member meetings, including their locations, dates, times, and subject matter and (ii) all other IIBA Cincinnati Chapter business that requires notice to the Members. 
 
Section 13. The Vice President of Sponsorship shall oversee all activities related to the recruitment and retention of sponsors for IIBA Cincinnati Chapter.    
 
 
 
 
Article V - Board of Directors
 
Section 1. The IIBA Cincinnati Chapter shall be governed by a Board of Directors (the “Board”).  The Board shall have general supervision and charge of the property, affairs, and finances of IIBA Cincinnati Chapter.
 
Section 2. The voting members of the Board at any time shall be the Officers then in office.
 
Section 3. A minimum of six (6) Board meetings shall be held each year.  For purposes of satisfying this requirement, meetings that are called to order and at which a quorum is present shall be counted, but multiple meetings held on the same calendar day shall be considered one meeting.
 
Section 4. The Board shall exercise all powers of the IIBA Cincinnati Chapter, except as expressly provided otherwise in these By-Laws or in the By-Laws or policies of IIBA, or as applicable law may otherwise require.  The Board shall be authorized (i) to adopt and publish such policies, procedures, and rules as may be necessary and consistent with these By-Laws and the By-Laws and policies of IIBA; and (ii) to exercise authority over all IIBA Cincinnati Chapter business and funds.
 
Section 5. The Board shall meet at the call of the President, or at the written request of three (3) voting members of the Board (which request such members shall direct to the Vice President of Administration).  A quorum of the Board shall be present if no fewer than one-half of the voting members of the Board in office are present in person or by authorized communications equipment as that term is defined in Ohio Revised Code section 1702.01(Q) (“Authorized Communications Equipment”).  Each voting member of the Board shall be entitled to one (1) vote.  During the period from election to installation, newly elected Officers will vote only in the absence of the incumbent or if the incumbent has given his/her proxy to vote as directed.  At its discretion, the Board may conduct its business by teleconference, email, facsimile, or other Authorized Communications Equipment. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.  Notice of each meeting of the Board shall be given in accordance with Ohio Revised code section 1702.31, as amended or superseded from time to time.
 
Section 6. The Board shall declare an officer position to be vacant if the Officer holding that position (i) ceases to be a member in good standing of IIBA or of IIBA Cincinnati Chapter by reason of non-payment of dues, (ii) fails to attend two (2) consecutive Board meetings, or (iii) does not actively participate in the activities of IIBA Cincinnati Chapter. An Officer may resign by submitting written notice to the President.  Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt of the written notice by any voting member of the Board. 
 
Section 7. An Officer may be removed from office for any reason by the affirmative vote of two-thirds (2/3) of (i) the Members present at any regular or special meeting of the members or (ii) the voting members of the Board.
 
Section 8. The reasons for removal of an Officer pursuant to Section 7 above must be provided to the Officer in question at least ten (10) calendar days before the meeting at which the removal of the Officer is proposed to be considered, and such Officer shall be entitled at such meeting to respond to the reasons set forth.
 
Section 9. If any officer position becomes vacant, the Board may appoint a successor to fill the officer position for the unexpired portion of its term.  In the event the President is unable or unwilling to complete the current term of office, another Officer designated by the Board will perform the duties of the President in addition to the duties of his or her own officer position until the Members select a replacement President for the unexpired portion of the term at the next meeting of the Members; provided that if the unexpired portion of the President’s term is four months or less, then the Officer designated by the Board shall continue to perform the duties of the President until a duly elected replacement President takes office upon expiration of the then-current term.
 
Section 10. As and to the extent authorized by Ohio Revised Code section 1702.25, any action that may be authorized or taken at a meeting of the Board may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all of the voting members of the Board who would be entitled to notice of a meeting for that purpose.
 
Article VI – Nominations and Elections
                       
Section 1. Elections shall be conducted annually for one-half of the Officers in accordance with the terms of office specified in Article IV.  All Members shall have the right to vote in the election.  Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, ancestry, citizenship, family status, sexual orientation, physical or mental disability, or for an unlawful purpose is prohibited. 
 
Section 2. The election process will be completed by May 31 of the election year.  Candidates who are elected shall take office on the first day of July following their election, or immediately if the officer position to which he or she has been elected is then vacant, and shall hold office for the duration of their terms or until their successors have been elected and qualified. 
 
Section 3.  A Nominating Committee shall consist of the Past President, who shall chair the Committee, and a minimum of two Members as determined by the Board. TheNominating Committee shall prepare a slate containing nominees for each officer position up for election and shall determine the eligibility and willingness of each nominee to stand for election.  A nominee’s name shall not be placed on the ballot unless that nominee has agreed to serve if elected.  Instructions for the election process shall be communicated and a ballot or instructions for accessing a ballot shall be sent to all Members so as to provide adequate time (i.e., no less than two weeks) for Members to cast their votes. Elections shall be conducted by mail, in person at a Member meeting, or by electronic ballot.  For each office, the candidate who receives a plurality of the votes cast shall be elected.  Ballots shall be counted by the Vice President of Administration, who shall communicate the election results to the Nominating Committee.  Results of the election will be announced to the Board within one week after the close of voting and to the Members prior to the new Officers taking office and no later than the next scheduled Member meeting.
 
Section 4. Should no candidate volunteer to serve in one or more of the officer positions then due for election, the Nominating Committee shall determine the appropriate next steps for the election process, while adhering to the By-Laws of IIBA.
 
Article VII – Committees
 
Section 1. The Board may authorize the establishment of standing or temporary committees to advance the purposes of IIBA Cincinnati Chapter.  The Board shall establish a charter for each standing committee, which charter shall define the committee’s purpose, authority, and desired outcomes.  Committees are responsible to the Board.
 
Section 2.  All committee members and a chairperson for each committee shall be appointed by the President with the approval of the Board.  All committee members shall be Members.
 
Section 3. Unless the Board creates a Strategic Planning Committee to perform all or some of these functions, the Board shall (i) conduct an annual review of IIBA Cincinnati Chapter’s Strategic Plan, (ii) develop and direct the execution of Operational Plans, and (iii) track progress against those plans.

Article VIII – Finance
 
Section 1. The fiscal year of IIBA Cincinnati Chapter shall be from 1 January to 31 December.
 
Section 2. Annual chapter membership dues shall be set by the Board and communicated to IIBA in accordance with policies and procedures established by IIBA’s Board of Directors. Annual chapter membership dues are due and payable no later than the first day of IIBA Cincinnati Chapter’s fiscal year.
 
Section 3. The Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.
 
Section 4. Members who have paid both IIBA dues to IIBA and chapter membership dues to IIBA Cincinnati Chapter are considered to be Members in good standing for the period(s) covered by all such dues the Member has paid.
                       
Section 5. Fees may be charged to Members and non-Members to attend any or all of the following, as determined by the Board: the non-business portions of Member meetings, workshops, classes, seminars, conferences, and similar events.

Article IX – Meetings of the Members
                       
Section 1. A minimum of six (6) Member meetings shall be held each year on such dates and at such places within or outside Ohio as may be approved by the Board.  For purposes of satisfying this Member meeting requirement, meetings that are noticed pursuant to Article IX Section 3 of these By-laws and that are called to order shall be counted, regardless of whether a quorum is present, but multiple meetings held on the same calendar day shall be considered one meeting.  The general format of Member meetings will include a social period, a brief business meeting, and an information program on a subject relevant to business analysis.
           
Section 2. Special Member meetings in addition to those approved by the Board pursuant to Article IX Section 1 of these By-laws may be called by the President, by a majority of the Board, or by petition of ten percent (10%) of the voting membership directed to the President.
 
Section 3. Notice of all Member meetings shall be sent to all Members at least fourteen (14) days in advance of the meeting.  Action taken by the Members at Special Member meetings shall be limited to those agenda items that are contained in the notice of the Special Member meeting.
 
Section 4. A quorum of the Members shall be present at any Member meeting if no fewer than ten percent (10%) of the Members are present in person.
 
Section 5. As and to the extent authorized by Ohio Revised Code section 1702.25, any action that may be authorized or taken at a meeting of the Members may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, a majority of the Members who would be entitled to notice of a meeting for that purpose.  This process may not be used to take action under Article XII Section 1 of these Bylaws.
           
Article X – Inurement and Conflict of Interest
 
Section 1. No member shall receive any pecuniary gain, benefit, or profit, incidental or otherwise, from the activities, financial accounts and resources of IIBA Cincinnati Chapter, except as otherwise provided in these By-Laws.  Notwithstanding the preceding sentence, no part of the net earnings of IIBA Cincinnati Chapter will inure to the benefit of, or be distributable to its members, directors, officers, trustees, or other private persons, except that IIBA Cincinnati Chapter may pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the purposes set forth in its articles of incorporation.
 
Section 2. No Officer, director, committee member, or authorized representative of IIBA Cincinnati Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board or any committee of the Board or of IIBA Cincinnati Chapter.  However, the Board may authorize payment by IIBA Cincinnati Chapter of actual and reasonable expenses incurred by an Officer, director, committee member, or authorized representative of IIBA Cincinnati Chapter for attendance at Board meetings and other approved activities.
 
Section 3. IIBA Cincinnati Chapter may engage in contracts or transactions with any Member, Officer, member of the Board, appointed committee member, or authorized representative of IIBA Cincinnati Chapter and any corporation, partnership, association, or other organization of, in, or by which one or more Members, Officers, members of the Board, appointed committee members, or authorized representatives of IIBA Cincinnati Chapter are directors or officers, have a financial interest, or are employed; provided that the following conditions are met:
 
(i)     the facts regarding the relationship or interest as they relate to the proposed contract or transaction are disclosed to the Board prior to commencement of any such contract or transaction;
 
(ii)    the Board in good faith authorizes the contract or transaction by a majority vote of the voting members of the Board in office who do not have an interest in the transaction or contract;
 
(iii)   the contract or transaction is fair to IIBA Cincinnati Chapter and complies with all applicable laws and regulations at the time the contract or transaction is authorized, approved, or ratified by the Board.
 
Section 4. All Officers, directors, appointed committee members, and authorized representatives of IIBA Cincinnati Chapter shall act in an independent manner consistent with their obligations to IIBA Cincinnati Chapter and under applicable law, regardless of any other affiliations, memberships, or positions they may hold.
 
Section 5. Each Officer, director, appointed committee member, and authorized representative shall disclose any interest or affiliation he or she may have with any entity or individual with which IIBA Cincinnati Chapter has entered or may enter into a contract, agreement, or any other business transaction, and shall refrain from voting on or influencing the votes of others with regard to such matters, except that any such person may, if requested or required to do so, speak before a meeting of the Board (or a duly constituted committee thereof) or the Members to provide information regarding such consummated or proposed contract, agreement, or transaction.
 
Article XI – Indemnification
 
Section 1. In the event that any person who is or was an Officer, director, appointed committee member, or authorized representative of the IIBA Cincinnati Chapter (each such person a “Representative”), as a result of acting for or in connection with the business of IIBA Cincinnati Chapter in good faith and in a manner that person reasonably believed was in the best interests of IIBA Cincinnati 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 IIBA Cincinnati Chapter), such Representative may, to the fullest extent permitted by Ohio law, be indemnified by IIBA Cincinnati Chapter against the following in connection with such action or proceeding: (i) reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, and (ii) judgments, fines, and amounts paid in settlement.  Where the Representative has been successful in defending the action, such 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 By-Laws.
 
Section 3. To the extent permitted by applicable law, IIBA Cincinnati Chapter may purchase and maintain liability insurance on behalf of any person who is or was a director, Officer, employee, trustee, agent, or authorized representative of IIBA Cincinnati Chapter, or is or was serving at the request of IIBA Cincinnati Chapter as a director, officer, employee, trustee, agent, or representative of another corporation, partnership, joint venture, trust, or other enterprise, whether domestic or foreign, non-profit or for-profit.
 
Article XII – Amendments
 
Section 1. These By-Laws may be amended (i) by the affirmative vote of two-thirds (2/3) of the Members present at any Member meeting of IIBA Cincinnati Chapter duly called and held or (ii) by the affirmative vote of two-thirds (2/3) of the Members who vote in a vote by mail or electronic ballot, the selection of voting method to be determined by the Board. In the case of a vote by mail or electronic ballot, only ballots returned or votes cast within thirty (30) days after such ballot or instructions for accessing such ballot is sent to the Member will be counted.  If the vote is to take place at a Member meeting, notice of the proposed changes shall be sent in writing to the Members at least thirty (30) days before such meeting.
 
Section 2. Amendments may be proposed by the Board on its own initiative, or upon written petition signed by at least ten percent (10%) of the Members and addressed and delivered to the Board.  The Board will present all such proposed amendments to the Members for a vote under Article XII Section 1 of these By-laws, and the Board may present any such proposed amendment to the Members with or without a recommendation by the Board for approval or rejection.
 
Section 3. All amendments to these By-laws must be consistent with (i) IIBA’s By-Laws; (ii) the policies, procedures, rules and directives established by IIBA’s Board of Directors; and (iii) IIBA Cincinnati Chapter’s Charter with IIBA.  In the event that the required number of Members approve and adopt an amendment inconsistent with one or more of the governing documents enumerated in the preceding sentence, such action by the Members will be void and of no effect, and such amendment will not become part of these By-laws.
 
Article XIII – Dissolution
 
Section 1. Should IIBA Cincinnati Chapter dissolve for any reason, all of its assets and property remaining after its obligations have been paid or adequately provided for will be distributed in accordance with its articles of incorporation.