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. The Region is a Region of the International Association of Business Communicators (IABC), incorporated in the Commonwealth of Pennsylvania, USA.
Section 3. Geographic Area. The geographic area served by the Region includes all or parts of the states of Alaska, Arizona, California, Hawaii, Idaho, Illinois, Iowa, Minnesota, Missouri, Montana, Nebraska, Nevada, North Dakota, Oregon, South Dakota, Utah, Washington, Wisconsin, and Wyoming and as may be defined from time to time by the IABC International Executive Board.
Section 1. Mission. The Region supports the IABC vision, purpose and philosophy as stated in the Preamble to 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. The 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 the 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 International Executive Board and the Association at large. The Region serves the IABC International 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, 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 Fellows.
(b) Student members. Open to students of educational institutions.
Section 3. Member Rights.
(a) Voting Rights. Voting rights are reserved for regular members of the Region.
(b) Open Meeting Attendance. Regular members are entitled to attend and observe all meetings of the Region 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.
(c) Closed Meeting Attendance. 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. Other fees and charges shall be established by a majority vote of the Region Board.
(b) 500 Club memberships. IABC members who purchased a membership through the 500 Club do not pay Region dues. This membership is closed.
Section 5. Duration of Membership; Resignation/Removal. Membership is effective during the period for which International, Region and Chapter dues have been paid (Members at Large do not pay Chapter dues). Any member may resign by filing a written resignation with IABC Member Services. All rights, privileges, and interest of a member in or to the Region, Chapter and IABC shall cease on termination of membership.
Section 1. Administrative Year.
The Region’s Administrative Year shall begin when the incoming Regional Board begin their terms, and shall end when the next Regional Board begin their terms the subsequent year. The current Administrative Year is set from July 1 to June 30.
Section 2. Organization.
The Region Board may establish organizational units, such as Chapters, special interest groups, affiliates, and other organizational units that serve the interests of the Association.
Section 3. Chapters.
(a) Chapters. Chapters are groups of members, meeting the requirements of and chartered by the International Executive Board upon recommendation of the Region Board, and are affiliated with IABC and bound by its bylaws, policies procedures, and by the IABC Code of Ethics for Professional Communicators. All chartered chapters are required to sign the IABC Chapter Affiliation Agreement.
(b) Chapter Organization. Chapters shall organize themselves to serve their members in an appropriate manner that does not contradict the bylaws, policies, procedures, or the IABC Code of Ethics for Professional Communicators.
(c) Chapter Status. Chapters must remain in good standing, as defined by IABC bylaws, policies, and procedures. The Region may, upon a two-thirds vote of the Region Board, recommend that the International Executive Board place a chapter on inactive status toward a revocation of a chapter’s charter. The International Executive Board may, by a two-thirds vote, revoke a Chapter’s charter, as outlined in IABC policy.
Section 4. New Chapters.
(a) Application for New Chapters. A group of Professional Members, meeting the requirements outlined in IABC’s bylaws and policies, may apply to the International Executive Board for affiliation as an IABC Chapter.
(b) New Chapter Charter. The International Executive Board may, by a two-thirds vote, issue a charter for the 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.
Section 6. Disciplinary Action.
The Region Board may recommend International take disciplinary action for a chapter or other organizational unit that fails to comply with IABC bylaws, policies, procedures or the IABC Code of Ethics for Professional Communicators. A chapter or other organizational unit may be subject to disciplinary action by a two-thirds vote of the International Executive Board, as provided
in IABC policy.
Section 1. Authority and Responsibility.
(a) Scope of Authority. The Region Board shall have supervision, control, and direction of the affairs of the Region; determine its policies or changes therein within the limits of law, these bylaws, and the Articles of Incorporation; 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, the Executive Director, or to other
committees or persons.
(b) Special Assignments. The Chair may, at his or her discretion, assign special projects to board members as determined from time to time by the Region Board, and designate their duties and responsibilities. Board members managing special assignments shall, with the consent of the Region Board, 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, as defined in Article 8, Section 4.
(c) Operational Responsibilities. Region Board members shall exercise the operational authorities and responsibilities as defined in Article 9, Section 5.
Section 2. Region Board Composition.
The Region Board shall consist of a minimum of 4 directors. These positions comprise the voting positions on the Pacific Plains Region Board. The IABC Chair and all members of the International 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. Quorum.
(a) A quorum of the Region Board shall consist of a majority of the voting members. If a quorum is not present, the meeting may proceed and any action taken shall become valid if subsequently confirmed by a majority in writing of the Region Board members.
(b) With permission of the Region Board Chair, Region Board members may participate in any meeting of the Region 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. Region Board Meetings.
(a) Meetings of the Region Board shall be conducted regularly during each administrative year at such times and locations as the Region Chair may prescribe. Meetings may be held at any location.
(b) Special Meetings of the Region Board. Special Meetings of the Region Board may be called by the Region Board Chair or at the request of two-thirds of the Region Board members.
(c) Notice of Region Board Meetings. Notice of Region Board meetings shall be given to Region Board members, not less than 30 days before the meeting is held. Notice of special meetings shall be given to Region Board members not less than 72 hours before the meeting is held. Notice may be sent by mail or any means of electronic or any other form of transmitted or
recorded communication, provided the board member has consented to such method of notification.
(d) Delegated Authority. No alternate board member may be designated to vote or debate on behalf of, or otherwise take the place of, a board member absent from any meeting of the Region Board.
(e) Proxy. No board member who is unable to attend a meeting of the Region Board may grant a proxy to another member of the Region Board or to any other Region member.
Section 5. Closed Session.
(a) Vote to Close Session. The Region Board may at its discretion, and when required by law, IABC 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 Region Board member to hold the closed session are recorded in the minutes of the open session.
(b) Attendance and Access to Records. 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, or these bylaws to be present at the meeting; and those invited by the Region Board Chair or with the
consent of the Region Board.
Section 6. 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) D&O Insurance. 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 offered by such banks, trust companies or other corporate bodies or organizations as may from time to time be approved by the Region Board. Investments in vehicles without
guaranteed returns require the majority approval of 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 7. Compensation.
No member of the Region Board shall receive any compensation for their services as a Region Board member.
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 additional committee members (an odd number is recommended but not required), selected by the Region Board from regional membership. 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) Nominee screening. 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 by 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. The approved slate, listing all candidates for Region office, shall be sent to all delegates and alternates at least 21 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. Each active chapter in good standing is granted one vote to be exercised by the chapter president or alternate. 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 and Communications Director shall serve two-year terms and may be elected for a second consecutive term. Chapter Advocates/Members-at-large Advocates serve a two-year term and may be elected for a second consecutive term. Other positions and other vacant roles shall be filled at the discretion of the board for terms to be determined at the time they are filled. Other roles, for example, could include region growth and development director, professional development director and leadership development consultant.
(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. 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 additional committee members (an odd number is recommended but not required), selected by the Region Board from regional membership. 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) Nominee screening. 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 by 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. The approved slate, listing all candidates for Region office, shall be sent to all delegates and alternates at least 21 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. Each active chapter in good standing is granted one vote to be exercised by the chapter president or alternate. 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 and Communications Director shall serve two-year terms and may be elected for a second consecutive term. Chapter Advocates/Members-at-large Advocates serve a two-year term and may be elected for a second consecutive term. Other positions and other vacant roles shall be filled at the discretion of the board for terms to be determined at the time they are filled. Other roles, for example, could include region growth and development director, professional development director and leadership development consultant.
(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. 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 additional committee members (an odd number is recommended but not required), selected by the Region Board from regional membership. The Nominating committee shall nominate all candidates for any vacant position 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 groups 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 (last updated July 2013).
Section 1. References. The 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, including a signed IABC Regional Affiliation Agreement.
(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 21 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 Region Board Chair. Any such proposal petitioned by at least 25% 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 15 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.