IABC Pacific Plains Region Bylaws
(Amended May 2015)
NAME AND LOCATION
Section 1. Name. The name of this organization shall be the Pacific Plains Region of the International Association of Business Communicators, a not-for-profit organization, hereinafter referred to as the Region.
Section 2. Affiliation. Pacific Plains Region is a Region of the International Association of Business Communicators (IABC), with headquarters in San Francisco.
Section 3. Geographic Area. The geographic area served by Pacific Plains Region includes the states of Alaska, California, Hawaii, Idaho, Illinois, Iowa, Minnesota, Missouri, Montana, Nebraska, Nevada, North Dakota, Oregon, South Dakota, Utah, Washington, Wisconsin, Wyoming and portions of Arizona, and as may be defined from time to time by the IABC Executive Board.
Section 1. Mission. Pacific Plains Region supports the IABC mission as stated in the IABC bylaws and Policy Manual by (1) serving Region members, primarily through providing guidance, support, and development opportunities for chapter leaders; (2) fostering Region growth; and (3) serving as a communication conduit between chapters and the IABC Executive Board.
Section 2. Mandate. Pacific Plains Region serves three principal constituencies:
(a) Chapter and Region leaders. The Region serves leaders by facilitating the exchange of information, ideas, best practices and resources throughout the Region, and by providing leadership training.
(b) Members of Pacific Plains Region. The Region serves its members by developing the communication, leadership and management skills of members-at-large, chapter and Region leaders; representing member interests at other levels of the Association; recognizing excellence in communication performance through regional awards; and promoting professionalism through professional development and recognition programs offered in chapters, in the Region, and in conjunction with IABC.
(c) IABC Executive Board and the Association at large. The Region serves the IABC Executive Board and the Association at large by encouraging chapter and Region leaders to take part in policy development at all levels of the Association; ensuring a timely and consistent flow of information and ideas between the Region and the IABC Executive Board; and providing a pool of qualified, dedicated leaders to serve the interests of the Association at large.
Section 1. Qualification. Membership in this organization shall be composed primarily of professionals who value ethical, effective and efficient communications in their business practices. It includes members of all chapters and all members-at-large residing within the geographic area established in Article 1, Section 3, meeting the guidelines and qualifications established by IABC.
Section 2. Types of Membership. IABC memberships are held by individuals (not organizations) at the international, regional and chapter or member-at-large levels, and include:
(a) Regular members. Includes professional communicators, educators, consultants, and other professionals in the communication field who are either members of chapters or members-at-large; also includes 500 Club and other lifetime members and Fellows.
(b) Student members. Open to students of educational institutions.
(c) Lifetime members. Lifetime memberships may be conferred by the Region.
Section 3. Member Rights.
(a) Rights. Voting rights are reserved for regular members of the Region.
(b) Meetings. Regular members are entitled to attend and observe all meetings of the Region and the Region Executive Committee; and meetings of all Region committees, task forces, work groups, forums, and similar subgroups and sessions; however, no regular member is entitled to address, interrupt, or otherwise participate in such meetings without the express invitation of either the director or group leader, or the consent of a majority of the board, committee, or group holding the meeting. The Region may establish fees for some meetings.
(c) Closed meetings. Regular members are not entitled to attend sessions of the Region Board or other governing group that are closed in accordance with law, IABC or Region policy, or IABC bylaws, as set forth in Article 7, Section 1.
Section 4. Dues.
(a) Establishment of Dues. Region dues shall be established by a two-thirds vote of the Region Board, with approval of the IABC Executive Board. Other fees and charges shall be established by a majority vote of the Region Board. Region lifetime memberships require payment of International and appropriate chapter dues.
(b) 500 Club memberships. IABC members who purchased a membership through the 500 Club do not pay Region dues.
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 IABC. All rights, privileges, and interest of a member in or to the Region and IABC shall cease on termination of membership.
Section 1. Administrative Year. The Region’s administrative year shall begin on July 1 and shall end on June 30 of the following calendar year.
Section 2. Organization. The Region Board may recommend establishment of chapters, special interest groups, affiliates, and other organizational units that serve the interests of the Association, in accordance with policies and procedures established by IABC.
Section 3. Chapters.
(a) Chapters. Chapters are groups of members, meeting the requirements of and chartered by the IABC Executive Board upon recommendation of the Region Board, and are affiliated with IABC and bound by its bylaws, policies and rules.
(b) Good Standing. Chapters must remain in good standing, as defined by IABC and the Region bylaws, policies, articles, and rules. The Region may, upon a two-thirds vote of the Region Board, recommend that the IABC Executive Board place a chapter on inactive status toward a revocation of a chapter’s charter.
(c) Region Delegates. Each chapter shall select a delegate or alternate from its membership to cast the chapter’s vote on Region issues or business.
Section 4. New Chapters. A group of 15 or more regular members, meeting the requirements outlined in IABC’s bylaws and Policy Manual, may apply to the Region Board for assistance to complete the new chapter process as stipulated by IABC. Such a group will be known as a “developmental” chapter.
Section 5. Members-at-Large. A member-at-large is any regular member of IABC residing within the geographic area established in Article 1, Section 3, who does not belong to a chapter. Members-at-large are required to pay International and Region dues. The members-at-large shall select a delegate and alternate from among their number to cast the members-at-large vote on Region issues or business.
Section 6. Disciplinary Action. The Region Board may recommend IABC take disciplinary action for a chapter, special interest group, affiliate, or other organizational unit that fails to comply with IABC or Region bylaws, policies or rules.
Section 1. Authority and Responsibility.
(a) The Region Board shall have supervision, control, and direction of the affairs of the Region; 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 Region’s mission; and supervise disbursement of its funds. The Region 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 Executive Committee, the Region Chair, or to other committees or persons.
(b) Region Delegate. The Region Board shall select a delegate, who will be the immediate past Chair or a delegate chosen by the immediate past Chair, to serve on, and represent the interests of the Region on, the IABC Nominating Committee to identify candidates for the IABC Executive Board under policies established by IABC.
Section 2. Composition. The Region Board shall consist of the five officers of the Region as outlined in Section 5 of this article and eight directors. These positions comprise the voting positions on the Pacific Plains Region Board. The IABC Chair and all members of the IABC Executive Board residing in the Region shall be ex-officio, nonvoting members of the Region Board. Committee and task force chairs shall be ex-officio, nonvoting members of the Region Board. From time to time, the Region Board may add or dissolve committees upon approval of two-thirds vote of the Region Board.
Section 3. Finance.
(a) Authority. The Region Board shall have supervision, control and direction of the receipts, expenditures and assets of the Region.
(b) Fiscal Year. The fiscal year of the Region shall be the same as the fiscal year of IABC.
(c) Budget. In advance of each fiscal year, the Region Board shall adopt an operating budget covering all activities of the Region.
(d) Bonding. The Region in an amount deemed practical by the Region Board shall bond the Region Chair, Vice Chair and Finance Director and any paid staff members so determined by the Region Board.
(e) Investments. The Finance Director shall recommend investment options for approval of the Region Board; and shall invest Region funds, up to limits established by the Region Board, in vehicles with guaranteed returns offered by such banks, trust companies or other corporate bodies or organizations as may from time to time be approved by the Region Board.
(f) Reserves. The Region shall maintain a reserve, established by Region Board policy, to ensure stability and continuity of Region operations. The amount of the reserve shall be reviewed annually by the finance committee and ratified by the Region Board.
(g) Borrowing Power. The Region shall not borrow money; issue bonds, notes, or other evidences of indebtedness; give financial assistance to any person by means of a loan or guarantee; or mortgage, pledge, or otherwise create a security interest in any property of the Region.
Section 4. Executive Committee.
(a) Authority and Responsibility. The Executive Committee may act on behalf of the Region Board between Region Board meetings on all matters, pursuant to delegation of authority to such committee by the Region Board. Actions of the Executive Committee shall be reported to the Region Board by any means deemed appropriate including email, telephone and U.S. mail, or at the next Region Board meeting.
(b) Composition and Selection. The Executive Committee shall consist of the Region officers as outlined in Section 5 and one chapter advocate. The Region Chair shall chair the Executive Committee.
(c) Quorum and Call of Meetings. A majority of the Executive Committee shall constitute a quorum at any duly-called meeting of the Executive Committee. The Region Chair shall call such meetings of the Executive Committee as the business of the Region may require or at the request of a majority of the Executive Committee.
Section 5. Officers. The officers of the Region shall be a Region Chair, Region Vice Chair, Past Chair, Communications Director and Finance Director. These officers shall perform the duties necessary to the office or as prescribed by the Region Board, these bylaws, and the parliamentary authority adopted by the Region. 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 Region Board or the Region Chair otherwise directs.
(a) Region Chair. The Region Chair shall be the chief elected officer of the Region; exercise general supervision over executive affairs of the Region; preside at all regular and special meetings of the Region; preside at all Region Board meetings; serve as primary liaison between the Region and the IABC Executive Board; serve as Region representative to the IABC Council of Regions; appoint and serve as an ex officio member of all Region committees; represent or appoint a representative of the Region at meetings of other organizations and at public affairs; and serve on the Executive Committee. The Region Chair succeeds to the position of Past Chair at the end of his or her term.
(b) Region Vice Chair. The Region Vice Chair shall have duties assigned by the Region Chair and by these bylaws; act in the absence of the Region Chair; oversee strategic planning activities for the Region; represent the Region in the absence of the Region Chair; serve on the nominating and finance committees; serve as an ex-officio member of all standing committees; and serve on the Executive Committee. The Region Vice Chair shall serve a single one-year term with the expectation of succession to Region Chair and then to Past Region Chair.
(c) Past Region Chair. The Past Region Chair shall have duties assigned by the Region Chair and by these bylaws; chair the Region nominating committee; serve as nominating committee delegate to the IABC Executive Board or oversee the selection of said nominating committee delegate; lead identification and nomination of candidates for the IABC Executive Board and Research Foundation Board; provide strategic counsel to the Region Chair and other Region Board members; help identify members to participate on International-level committees and work groups; and serve on the Executive Committee. The Past Region Chair director shall serve a one-year term.
(d) Communications Director. The Communications Director shall keep a record of all the proceedings of the Region; sign all certified copies of acts of the Region; maintain official Region record books, bylaws, policies, procedures, and other documents; prepare meeting notices and orders of business, assist with administrative duties as assigned by the Region director and serve on the Executive Committee. The Communications Director shall oversee the Region’s communications, the communications committee, issue press releases as needed, and maintain and update the Region’s web site. The Communications Director shall serve a two-year term, and may be elected for a second consecutive term.
(e) Finance Director. The Finance Director shall serve as chief financial officer for the Region; chair the Finance Committee; be responsible for deposit, safekeeping, and disbursement of the funds of the Region; maintain records concerning receipts, expenditures, and assets of the Region; prepare an annual budget and dues recommendations for the Region; prepare full and interim financial reports as directed by the Region Board; annually report to chapter leaders on the state of the Region’s finances; and serve on the Executive Committee. The Finance Director shall serve a two-year term, and may be elected for a second consecutive term.
Section 6. Directors. Two directors shall be elected to manage portfolios for professional development and Region growth and development. Four directors shall manage chapter advocate portfolios while one director should manage the members-at-large portfolio. These directors are allowed, with the consent of the Executive Board, to form committees, work groups, or task forces of any size, as necessary to accomplish their duties. Any such committee, work group, or task force members shall be selected under guidelines adopted by the Region Board, primarily on the basis of competency criteria established by IABC, with consideration for geographic, demographic, and cultural diversity, and for small, medium, and large chapter representation. Portfolio directors will serve a two-year term, and may be elected for a second consecutive term.
(a) Region Growth and Development Director. The Region Growth and Development Director shall have duties assigned by the Region Chair and by these bylaws and is a Region champion for IABC membership, supports IABC’s overall membership growth and development goals and oversees the Region’s membership growth and development activities. Reports to Region Chair.
(b) Professional Development Director. The Professional Development Director shall have duties assigned by the Region director and by these bylaws coordinates educational services to chapters and members as identified within the Region’s strategic objectives; promotes IABC professional development opportunities, oversees the accreditation committee. Reports to Region Chair.
(c) Chapter/Members-at-large Advocates. One chapter advocate leader and chapter advocate directors shall provide counsel and support to chapter leaders, oversee Region communication with chapter leaders; oversee committees, work groups, and task forces that focus on soliciting leader/member input to provide direction for the IABC Executive Board and the Region Executive Board. One Members-at-large Advocate shall oversee Region communications and engagement with members at large. All report to Region Chair.
Section 7. Compensation. No Region Board member, committee chair or committee member shall receive any compensation for serving on a Region Board or committee.
NOMINATIONS AND ELECTION PROCESS
Section 1. Officer and Director Nomination.
(a) Nominating Committee. The Region Board shall appoint a Nominating Committee, consisting of the immediate available Past Region Chair, who chairs the committee; the Region Vice Chair; and two additional members, selected by the Region Board. The Nominating committee shall nominate all candidates for any vacant position for the upcoming board year. Nominees may be drawn from submissions by any source, including self-nomination.
(b) Committee Members. The Region Board shall select Nominating Committee members from among regular members recommended by the chapters, members-at-large, and any other source, including self-nomination. Nominating Committee members shall be selected primarily on the basis of competency criteria established by the Pacific Plains Region, with consideration for geographic, demographic, and cultural diversity, and for small, medium, and large chapter representation.
(c) Screening Nominees. The Nominating Committee shall develop its own procedures for screening nominees, under guidelines adopted by the Region Board, primarily on the basis of competency criteria established the Pacific Plains Region with consideration for geographic, demographic, and cultural diversity, and for small, medium, and large chapter representation; and shall present its slate to the Region Board for approval. Copies of the approved slate, listing all candidates for Region office, shall be delivered to all delegates and alternates at least 60 days prior to the end of each board year.
Section 2. Qualifications. Regular members may be nominated for any Region office or any director position. Only regular members in good standing shall be eligible for election to office, providing they meet bylaw requirements.
Section 3. Election. Officers and directors shall be elected via electronic vote or in a manner selected by the nominating committee. A majority vote of the voting delegates is required to elect Region officials. These officers and directors, and the Region Chair, shall take office at the start of each board year and hold office until replaced by their duly elected and qualified successors.
Section 4. Term of Office.
(a) The Region Chair, Region Vice Chair and Past Region Chair shall serve a single one year term, or until a successor is duly elected and qualified. The terms of office for the Region Board shall follow the administrative calendar for the Region. The Finance Director, Communications Director, Professional Development Director and Region Growth and Development Director shall serve two-year terms, and may be elected for a second consecutive term. Chapter/Members-at-large Advocates serve a two-year term and may be elected for a second consecutive term.
(b) An individual may not serve more than two continuous terms in the same position. An individual will be eligible for nomination and election to a position previously held for two terms provided that a minimum of one term has elapsed between the end of previous service and the start of new service.
Section 5. Vacancies or Removal.
(a) Vacancies. Vacancies in any elective office shall be filled for the balance of the term by the Region Board at any regular or special meeting in accordance with provisions in Region policy.
(b) Removing for Cause. The Region Board, at its discretion and following IABC and Region policy, may, by two-thirds vote, remove any Region officer or director from office for cause.
Section 1. Regular Meetings. The Region shall conduct regular meetings during each administrative year at such times and locations as the Region Chair may prescribe. Meetings may be held at any location in or outside of the Region. Non-board members may participate at their own expense in any meeting of the Region 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.
Section 2. Special Meetings. The Region Board or the Executive Committee may call special meetings. In addition, twenty-five percent of the Region’s delegates may call a special meeting by a written request to the Communications Director for submission to the Region Chair. The Region Board must hold the meeting not less than 35 or more than 60 days after receipt of the request.
Section 3. Notice of Meetings.
(a) Written Notice. All delegates and alternates shall be sent written notice of regular and special meetings. The notice shall include the time, location, and purpose of the meeting For special meetings called by 25 percent of the Region’s delegates, notice of the meeting must be given within 20 days after receipt of the request.
(b) Means of Notice. Any notice shall be sufficiently given if delivered to the last electronic, business, or residential address of such person as recorded in the books of IABC. Electronic mail may be used for notices at the discretion of the Region Board. IABC or the Communications Director may change the address on IABC’s books of any member, director, officer, auditor, or member of a committee of the Region Board in accordance with any information believed to be reliable.
Section 4. Voting.
(a) Eligibility. Those eligible to vote at regular or special meetings shall be members of the Region Board, each of whom have one vote, and chapter delegates (or their alternates), each of whom shall have one vote. Chapter delegates shall only vote on matters of Region business such as election or bylaws. Chapter delegates do not have a vote on Board matters. Each delegate can cast one vote on Region business, which includes, but is not limited to, bylaw amendments and election of Region officials.
(b) Means of Voting. Voting on all matters, including amendment of bylaws and the election of Region Board members or officers, may be conducted by any means allowable by law, including mail, telephone call, electronic mail, or any other means of electronic or telephonic transmission; provided that any such means of voting must either set forth or be submitted with information from which it can be determined that such vote was authorized by the member.
Section 5. Quorum. At any regular or special meeting, a quorum shall consist of a majority of the Region Board and voting delegates. When the chapter delegate (or alternate) is not present in person or by proxy, the appropriate chapter president or representative may cast their vote(s). The voter, in all cases, must be a regular member of IABC. No Region Board member may be counted twice for purposes of a quorum (e.g., as a Board officer or director and a chapter delegate).
Section 6. Proxies.
(a) General Procedure. Proxies will not be accepted for Region Board meetings. Delegates to any special meeting may assign their vote(s) by written proxy to another member of the same organizational unit, or to any Region Board member. Every proxy shall be executed in writing by the member otherwise entitled to vote. Filing or actual delivery of the proxy shall be accomplished by delivery in person, or by mail, other courier, or any means of wire or wireless or any other form of transmitted or recorded communication, (1) to the Communications Director or (2) to such other location as the Executive Committee may provide in the notice accompanying a proxy. Electronic mail may be used for notices at the discretion of the Region Board.
(b) Time for Return. Every proxy form distributed by the Region shall provide the delegate otherwise entitled to vote with not less than 15 days (from the date of mailing) to return the proxy to the communications director or to the assigned location as specified in (a) General procedure above. No proxy may be counted or otherwise treated as valid unless it is actually delivered to the Communications Director or to the otherwise designated location not less than 10 days before the date of the meeting at which it is to be exercised.
(c) Revocation or Expiration. Any proxy shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice of the revocation has been actually delivered in person, or by mail, other courier, or any means of wire or wireless or any other form of transmitted or recorded communication, to the Communications Director or to IABC. Unless it specifically states otherwise, a proxy shall be valid only for the next meeting after it is given, after which it expires. No proxy shall be valid for longer than eleven months after its execution. A proxy shall not be revoked by the death or incapacity of the maker unless, before the vote is counted or the authority is exercised, written notice of such death or incapacity is actually delivered to the Communications Director or to IABC.
Section 7. Cancellation or Postponement.
The Region Board may, by a two-thirds vote, cancel or postpone any regular or special meeting for cause, except those called by 25 percent of the Region’s delegates.
Section 1. Standing Committees
The Region shall have two standing committees—Nominating and Finance.
Section 2. Nominating Committee. The Region Board shall appoint a nominating committee, consisting of the immediate available Past Region Chair, who chairs the committee; the region Vice Chair; and two additional members, selected by the Region Board. The nominating committee shall nominate candidates for all officer and director vacancies for the upcoming board year following the process specified in Article 6 Nomination and Election process.
Section 3. Finance Committee.
(a) Composition. The Finance Committee shall be appointed by the Region Chair. The Finance Director shall chair the committee; other members may include the Chair at his or her discretion, and shall include the Vice Chair and Past Region Chair, a member of the Region Board selected from the non-officer members of the Region Board, and other members at the Region Chair’s discretion. It shall be the duty of the Finance Director to review regular financial results, to oversee preparation of an operating budget for the fiscal year adopted by the Region Board and to annually review the Region’s policy on reserves. The finance committee may from time to time submit amendments to the budget for the current fiscal year, which may be adopted by a majority vote of the Region Board.
(b) Financial Reviews. A session will be held between the Finance Committee and an independent party or auditor selected for the financial review in the absence of Region staff. The review will occur in accordance with Region Board policy. It shall be the duty of the Finance Committee to oversee and approve a review of the books and finances of the Region at the close of the fiscal year and to report to the Region Board.
Section 4. Ad Hoc Committees and Task Forces
(a) Appointing. The Region Chair may appoint ad hoc committees, task forces, sub committees, work group and advisory bodies as necessary and which are not in conflict with other provisions of these bylaws and shall prescribe their duties. The Region Chair shall seek input from directors whose area of responsibility is affected by these groups. The Region Board may delegate to any such committee any of the powers of the Region Board, subject to any rules and procedures imposed from time to time by the Region Board. Members shall serve at the pleasure of the Region Board without remuneration.
(b) Selection Criteria. Committee chairs and members shall be selected primarily on the basis of competency criteria established by IABC, with consideration for geographic, demographic, and cultural diversity, and for small, medium, and large chapter representation.
(c) Committee Chairs will be appointed by the director to whom the committee chair reports. From time to time, the Region Board may add or dissolve committees upon approval of two-thirds vote of the Region Board.
(d) Accountability. All such committees, task forces, work groups or advisory bodies however designated shall be accountable to the Region Board for activities as defined in IABC Pacific Plains Region Policy Manual.
Section 1. References. The Pacific Plains Region shall operate consistent with the bylaws of IABC and all applicable U.S. federal and state laws pertaining to not-for-profit 501(c) organizations.
Section 2. Appointments. The Region Board from time to time may deem it necessary to employ paid staff or contractors. A candidate for such a position must be confirmed by an affirmative two-thirds vote of the Region Board and may be terminated by a two-thirds vote.
Section 3. Parliamentary Authority. Region meetings and procedures shall be regulated and controlled according to Roberts Rules of Order (revised) for parliamentary procedure, except as otherwise provided by these bylaws.
Section 4. Policies.
(a) Code of Conduct. The Region and its members shall abide by the IABC Code of Ethics for Professional Communicators and the bylaws and policies of IABC.
(b) Rules, Regulations, and Policies. The Region Board may establish rules, regulations, and policies that are consistent with these bylaws and that do not contravene bylaws of IABC. In cases where there is a conflict, IABC bylaws and policy shall prevail.
Section 5. Duties of Officers, Directors, and Others. Every director and officer of the Region, in exercising the powers and discharging the duties of a director or officer, shall act honestly and in good faith with a view to the best interests of the Region, and shall exercise the care, diligence and skill that a reasonable, prudent person would exercise in comparable circumstances.
(a) Limitation of Liability. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects, or defaults of any other director, officer, or employee; or for joining in any receipt or other act for conformity; or for any loss, damage, or expense happening to the Region through the insufficiency or deficiency of title to any property acquired for or on behalf of the Region; or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Region shall be invested; or for any loss or damage arising from the bankruptcy, insolvency, or tortuous acts of any person with whom any of the moneys, securities, or effects of the Region shall be deposited; or for any loss occasioned by any error of judgment or oversight on the part of the director or officer; or for any other loss, damage, or misfortune that shall happen in the execution of the duties of such office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with law and the regulations hereunder or from liability for any breach thereof.
(b) Indemnity. Subject to law [and the Articles of Incorporation], the Region shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Region’s request as director or officer of a body corporate of which the Region is or was a shareholder or creditor, and such person’s heirs and legal representatives, by insurance or other means, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred in respect of any civil, criminal, or administrative action or proceeding to which such person is made a party by reason of having been a director or officer of the Region or such body corporate; provided that such person (1) acted honestly and in good faith with a view to the best interests of the Region, and (2) in the case of a civil, criminal, or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that such conduct was lawful. The Region shall also indemnify such person in such other circumstances as law permits or requires. Nothing in this bylaw shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this bylaw.
Section 6. Nondiscrimination. The Region shall not accept an organizational unit that denies membership or membership privileges on the basis of race, ethnicity, color, creed, religion, physical ability, gender, sexual orientation, age, national origin or language.
Section 1. Procedure. These bylaws may be amended at a regular or special meeting of the Region by a two-thirds vote of the delegates, provided that copies of proposed changes have been delivered in writing to the chapter presidents and delegates (and their alternates) no later than 45 days prior to the voting date. Amendments must receive approval of either the Region Board or a simple majority of the chapter boards prior to submission for delegate vote.
Section 2. Conformance with IABC Bylaws. These bylaws and any amendments to them shall in no instance contravene bylaws of IABC. In cases where there is a conflict, IABC bylaws and policy shall prevail.
Section 3. Dissolution. The Region shall use its funds only to accomplish the mission specified in these bylaws; no part of said funds shall be accrued to or distributed to individual members of IABC.
(a) Motion to Recommend Dissolution. The Region may only be dissolved through action by the IABC International Executive Board. The Region Board may approve a recommendation to dissolve by a two-thirds vote of delegates at a special meeting of the Region, and only if a quorum is present or voting by proxy. Any proposal to dissolve the Region must be submitted to the Region Communications Director or to the Pacific Plains Region Board Chair. Any such proposal petitioned by at least 25 percent of the chapters of the Region shall be delivered in writing to the chapter presidents and delegates (and their alternates), along with written notice of the special meeting, no later than 45 days prior to the meeting at which said recommendation is to be considered.
(b) Dispersal of Funds. On dissolution of the Region, any funds remaining shall be distributed to IABC or if that Association has been dissolved to one or more organizations qualified under either Section 501(c) (3) or 501(c) (6) of the Internal Revenue Code as approved by the Region Board.