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BYLAWS

Pacific Plains Region

International Association of Business Communicators

ARTICLE 1

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, California, USA.

Section 3. Geographic Area. The geographic area served by Pacific Plains Region includes 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 Executive Board.

ARTICLE 2

PURPOSE

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:

  1. Chapter and Region leaders. The Region serves leaders by facilitating the exchange of information, ideas, and resources throughout the Region, and by providing leadership training.
  2. Members of Pacific Plains Region. The Region serves its members by developing the communication, leadership, and management skills of Chapter and Region leaders; representing member interests at other levels of the Association; recognizing excellence in communication performance through a regional awards program; and promoting professionalism through programs offered in Chapters, in the Region, and in conjunction with other IABC Regions.
  3. 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.

ARTICLE 3

MEMBERSHIP

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:

  1. Regular Members. Includes professional communicators, educators, consultants, and other professionals in the communication field; also includes 500 Club and other lifetime members, Fellows, and Members At Large.
  2. Student members. Open to students of educational institutions.
  3. Lifetime members, honorary members, and Fellows. Lifetime and honorary memberships may be conferred by the Region; the Fellow designation is conferred by IABC. Honorary members are not voting members of the Region.

Section 3. Member Rights:

  1. Voting rights are reserved for Regular Members of the Region.
  2. 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.
  3. 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 11.

Section 4. Dues:

  1. 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 and honorary members must pay International and appropriate Chapter dues.
  2. Cancellation. Members who fail to pay their dues within two months after they are due shall be notified and dropped from the rolls and thereupon forfeit all rights and privileges of membership.
  3. Refunds. No dues shall be refunded to any member whose membership terminates for any reason.
  4. 500 Club memberships. IABC members who purchased a membership through the 500 Club prior to the dissolution of U.S. District 4 and District 6 were not obligated to pay district dues as part of their 500 Club member benefits, and they will not be required to pay region dues as members of the Pacific Plains Region. 500 Club members joining after the creation of Pacific Plains region will 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 the Region’s Communications Director or with IABC. All rights, privileges, and interest of a member in or to the Region and IABC shall cease on termination of membership. Any member may be removed from membership for cause by a two-thirds vote of the Region Board. For any cause other than nonpayment of dues, removal shall occur only after the member in question has been given at least 30 days’ notice of the proposed termination and reasons for such termination. That member will have at least 15 days to respond in writing to IABC for submission to the Executive Committee, which then shall make a final determination.

ARTICLE 4

REGION STRUCTURE

Section 1.Administrative Year. The Region’s Administrative Year shall begin July 1 and end June 30 of the following calendar year. The terms of office for the Region Board shall follow the administrative calendar for the Region.

Section 2. Organization. The Pacific Plains 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.

  1. 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.
  2. Chapters may organize themselves to serve their members in any appropriate manner that does not contravene the bylaws, policies, or rules of IABC or the Region.
  3. Each Chapter shall select a Delegate and Alternate from among the Chapter President, Past President, and President-Elect to cast the Chapter’s vote on Region issues.
  4. Chapters must remain in good standing, as defined by IABC and Region bylaws, policies, and rules. The Region may, upon a two-thirds vote of the Region Board, recommend that the IABC Executive Board revoke a Chapter’s charter. The guidelines for determining whether or not a chapter is in good standing, and the processes by which the Region may recommend that a chapter’s charter may be revoked are outlined in the Region Policy Manual

Section 4. New Chapters.

  1. 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 affiliation as an IABC Chapter.
  2. The Region shall, upon a two-thirds vote of approval by the Region Board, recommend that the IABC Executive Board 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. The Members At Large shall select a Delegate and Alternate from among their number to cast the Member At Large vote on Region issues.

Section 6.Disciplinary Action. Any Chapter, special interest group, affiliate, or other organizational unit that fails to comply with IABC or Region bylaws, policies, or rules may be subject to disciplinary action by a two-thirds vote of the Region Board.

ARTICLE 5

OFFICERS

Section 1.Officers. The officers of the Region shall be a Director; Deputy Director; Past Director; 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 Director otherwise directs.

  1. Director. The Director shall be the chief elected officer of the Region; exercise general supervision over executive affairs of the Region; preside at all Regular, Annual, and Special Meetings of the Region; preside at all Region Board and Executive Committee 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.
  2. Deputy Director. The Deputy Director shall have duties assigned by the Director and by these bylaws; act in the absence of the Director; oversee long-range planning activities for the Region; represent the Region in the absence of the Director; serve on the Nominating Committee; serve on the Finance Committee; oversee the Region’s awards program; serve as an ex-officio member of all standing committees; and serve on the Executive Committee.
  3. Past Director. The Past Director shall have duties assigned by the Director and by these bylaws; chair the Nominating Committee; serve as Nominating Committee delegate to the IABC Executive Board or oversee the selection of said Nominating Committee delegate; provide strategic counsel to the Director and other Region Board members; help identify members to participate on International-level committees and work groups; chair the Leadership Development Committee; serve as a member of the Conference Committee; and serve on the Executive Committee.
  4. Communications Director. The Communications Director shall oversee the Web Site Committee and maintenance and updates of the web site; 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 Director; and serve on the Executive Committee.
  5. Finance Director. The Finance Director shall serve as chief financial officer for the Region; chair the Finance Committee and oversee the Sponsorship Committee; be responsible for deposit, safekeeping, and disbursement of the funds of the Region, and for opening and closing banking and investment accounts at the direction of the Region Board; 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, including oversee the process for the annual financial review or audit and the report to the Board and membership; and serve on the Executive Committee.

Section 2. Qualifications. Regular Members and non-members may be nominated for any Region office. However, only Regular Members in good standing shall be eligible for election to office, providing they meet bylaw requirements. Interested members will also need to comply with all requirements of the Region nominations process. Non-members must become Association members prior to election.

Section 3.Officer Nomination.

  1. The Region Board shall appoint a Nominating Committee, consisting of the immediately available Past Director, who chairs the committee; the Deputy Director; one member in his or her second term of service on the Region Board; and additional members, selected by the Region Board in accordance with Section 3, Paragraph (b). The Nominating Committee shall nominate candidates for the offices of Deputy Director, Communications Director, and Finance Director. Nominees may be drawn from submissions by any source, including self-nomination.
  2. 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 IABC, with consideration for geographic, demographic, and cultural diversity, and for small, medium, and large Chapter representation.
  3. The Deputy Director automatically succeeds to Director. The Director automatically succeeds to Past Director. Nominees for Deputy Director, Communications Director and Finance Director must be current members, or have previously served on the Region Board.
  4. 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 IABC, 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. Notice of the Region Annual Meeting and copies of the approved slate shall be delivered to all Delegates and Alternates in the manner specified by Article 6, Section 4, Paragraph (b), at least 45 days before the Region Annual Meeting.

Section 4.Election. Officers shall be elected at the Region Annual Meeting. Upon ratification by a majority vote of voting Delegates at the Region Annual Meeting these officers, and the Director, shall take office starting July 1 of that calendar year and hold office until replaced by their duly elected and qualified successors.

Section 5.Term of Office. The Director, Past Director, and Deputy Director shall serve a single one-year term, or until a successor is duly elected and qualified. The Communications Director and Finance Director shall serve one-year terms, and may be elected for a second consecutive term.

Section 6.Vacancies or Removal.

  1. 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.
  2. The Region Board, at its discretion and following IABC and Region policy, may, by two-thirds vote, remove any officer from office for cause.

ARTICLE 6

MEETINGS

Section 1. Regular Meetings. The Region shall conduct Regular Meetings during each Administrative Year at such times and locations as the Director may prescribe. Meetings may be held at any location in or outside of the Region. Members may participate 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. Region Annual Meeting. One of the Region’s Regular Meetings shall be a Region Annual Meeting held in conjunction with IABC Leadership Institute, or in the first quarter of each calendar year, as determined by the Region Board, for election of officers and the conduct of Region business.

Section 3. Special Meetings. Special Meetings may be called by the Region Board or the Executive Committee. Five percent or more of Regular Members or 25 percent of the Region’s Delegates may call a Special Meeting by a written request to the Communications Director for submission to the Director. The Region Board must hold the meeting not less than 35 or more than 60 days after receipt of the request.

Section 4. Notice of Meetings.

  1. All Delegates and Alternates shall be sent written notice of Regular, Annual, and Special Meetings. The notice shall include the time, location, and purpose of the meeting and, for the Region Annual Meeting, a list of nominees for officer and Region Board positions. For Special Meetings called by five percent or more of the Regular Members or 25 percent of the Region’s Delegates, notice of the meeting must be given within 20 days after receipt of the request.
  2. Any notice shall be considered sufficiently given if delivered personally to the member; or if delivered to the last address of such person as recorded in the records of IABC; or if mailed by prepaid mail addressed to said address; or if sent to said address by any means of wire or wireless or any other form of transmitted or recorded communication. Electronic mail may be used for notices at the discretion of the Region Board, provided the member has consented to such method of notification. IABC or the Communications Director may change the address on IABC’s records 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 5. Voting.

  1. Those eligible to vote at Regular, Annual, or Special Meetings shall be members of the Region Board and Delegates (or their Alternates), each of whom shall have one vote.
  2. When these bylaws require a measure to be approved by a two-thirds majority of those voting, the measure must be approved by two-thirds of the total Delegates. Measures requiring a simple majority may be approved by a majority of the votes cast by Region Board members and Delegates (or their Alternates).
  3. 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, telegram, cablegram, 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 6. Quorum. At any Regular, Annual, or Special Meeting, a quorum shall consist of a majority of the total Delegates (or their Alternates). When the Delegate (or Alternate) is not present in person or by proxy, their vote(s) may be cast by the appropriate Chapter President or representative. The voter, in all cases, must be a Regular Member of IABC.

Section 7. Proxies.

  1. General procedure. Delegates to any Regular, Annual, or 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 IABC headquarters (or to such other location as the Region Board may provide in the notice accompanying a proxy), in accordance with the provisions of Section 7, Paragraph (b). Electronic mail may be used for notices at the discretion of the Region Board. Proxies will not be accepted for Region Board meetings.
  2. 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 IABC. No proxy may be counted or otherwise treated as valid unless it is actually delivered to the Communications Director or to IABC not less than 10 days before the date of the meeting at which it is to be exercised.
  3. 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 unrevoked 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 8. Cancellation or Postponement. The Region Board may, by a two-thirds vote, cancel or postpone any Regular, Annual, or Special Meeting for cause, except those called by five percent or more of the Regular Members or 25 percent of the Region’s Delegates.

ARTICLE 7

BOARD OF DIRECTORS

Section 1. Authority and Responsibility.

  1. The Region Board shall supervise, control, and direct 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 Director, or to other committees or persons.
  2. The Region Board shall select a delegate 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 officers of the Region and eight directors. Committee and task force chairs, however designated, the IABC Chair, and all members of the IABC Executive Board residing within the geographic area established in Article 1, Section 3, shall be ex officio, nonvoting members of the Region Board.

Section 3. Portfolios. The Region Board shall include two Board members to manage portfolios for Professional Development Director, and Region Growth and Development Director. Six directors shall manage Chapter Advocate portfolios. Portfolio directors are allowed, with the consent of the Executive Committee, 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.

  1. Region Growth and Development. The Region Growth and Development Director shall coordinate all growth and development efforts for the Region; oversee retention and recruitment committees, work groups, and task forces, as identified within the Region’s strategic objectives; serve as primary contact for inter-regional, national, and international retention and recruitment opportunities; oversee the drafting and submission of regional development grant applications; chair the Membership Committee; and other duties assigned by the Director.
  2. Professional Development. The Professional Development Director shall develop and coordinate educational services as identified within the Region’s strategic objectives for the region’s chapters and members; shall promote IABC professional development opportunities; serve as primary contact for inter-regional, national, and international leadership development opportunities; shall chair Accreditation Committee and oversee work groups and task forces; and shall serve on Awards Committee; and other duties assigned by the Director.
  3. Chapter Advocate. The Chapter Advocate Directors shall oversee all Region communications 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 Committee; provide counsel and support to Chapter leaders; and other duties assigned by the Director.

Section 4. Qualifications. Regular Members and non-members may be nominated for director. However, only Regular Members in good standing shall be eligible for election as directors, providing they meet bylaw requirements. Non-members must become Association members prior to election.

Section 5. Region Board Nomination.

  1. Each director is nominated by a Nominating Committee consisting of the immediately available Past Director, who chairs the committee; the Deputy Director; one member in his or her second term of service on the Region Board; and additional members, selected by the Region Board in accordance with Article 5, Section 3, Paragraph (b). Nominees may be drawn from submissions by any source, including self-nomination.
  2. 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 IABC, 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. Notice of the Region Annual Meeting and copies of the approved slate shall be delivered to all Delegates and Alternates in the manner specified by Article 6, Section 4, Paragraph (b), at least 45 days before the Region Annual Meeting.

Section 6. Election. Directors shall be elected at the Region Annual Meeting. These directors shall take office at the beginning of the region’s administrative calendar year, upon ratification by a majority vote of voting Delegates at the Region Annual Meeting and continue to serve until replaced by their duly elected and qualified successors.

Section 7. Term of Office. Directors each serve a two-year term or until a successor is duly elected and qualified, and may be elected for a second consecutive term. In order to maintain continuity among directors on the Board from year to year, the terms of the Region Growth and Development Director and three of the six Chapter Advocates start and end in odd years. The terms of the Professional Development Director and the remaining three Chapter Advocates will start and end in even years.

Section 8. Vacancies or Removal.

  1. Vacancies in any directorship 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.
  2. The Region Board, at its discretion and following IABC and Region policy, may, by two-thirds vote, remove any director for cause.

Section 9. Quorum. A quorum of the Region Board shall consist of a majority of the voting members. If a quorum cannot be mustered, the meeting may proceed and any action taken shall become valid if subsequently confirmed by unanimous approval in writing of the Region Board members. Members may participate in any meeting of the Region Board or any committee 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 10. Meetings. The Region Board shall meet no less than three times during each Administrative Year at such time and at such place as the Director may prescribe. One meeting shall be held at the site of the Region Annual Meeting, and within 48 hours of the Region Annual Meeting. [In the years when a regional conference is held, at least one meeting shall be held at the site of the Region Conference, and within 48 hours of the Conference dates.] Notice of all meetings shall be delivered to all Region Board members in the manner specified by Article 6, Section 4, Paragraph (b), at least 30 days before the meeting is held. Special meetings of the Region Board may be called by the Director or at the request of two-thirds of the Region Board members. Members of the Region Board shall be notified not less than 72 hours before the meeting is held.

Section 11. Closed Session.

  1. The Region Board may at its discretion, and when required by law, Region 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.
  2. 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, Region policy, or these bylaws to be present at the meeting; and those invited by the Director or with the consent of the Region Board.

Section 12. Compensation. No member of the Region Board shall receive any compensation for services as a Region Board member.

ARTICLE 8

EXECUTIVE COMMITTEE

Section 1. 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 mail or at the next Region Board meeting.

Section 2. Composition and Selection. The Executive Committee shall consist of the officers and one Chapter Advocate, as appointed by the Director. The Director of the Region Board shall chair the Executive Committee.

Section 3. 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 Director 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.

ARTICLE 9

COMMITTEES

Section 1. Selection Criteria. Committee 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.

Section 2. Finance Committee.

  1. A Finance Committee shall be appointed by the Director. The Finance Director, as chief financial officer, shall chair the Committee; other members may include the Director at his or her discretion, and shall include the Deputy Director and Past Director, a member of the Region Board selected by the non-officer members of the Region Board, and other members at the Director’s discretion. It shall be the duty of the Finance Committee 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, and shall report at the Region Annual Meeting and otherwise as necessary.
  2. A private session will be held annually between the Finance Committee and independent parties or auditors selected for the review, in the absence of Association and Region staff. 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 and at the Region Annual Meeting.

Section 3. Communications Committee. A Communications Committee consisting of one or more members shall be appointed by the Director. The Communications Director shall be the Committee Chair. The Committee shall manage the Region’s overall communications activities between the Region and its chapter leaders and members; maintain the Region website and produce periodic communication in connection with the site; record and distribute proceedings of Board meetings; issue news releases as needed; and assist other Board members in communicating with chapter leaders and members.

Section 4. Membership Committee. A Membership Committee consisting of one or more members shall be appointed by the Director. The director who manages the Region Growth and Development portfolio shall chair the committee. The Committee shall promote IABC and Chapter membership recruitment and retention activities under direction of the Region Board; coordinate membership activities with the IABC staff; provide membership assistance to Chapters in the Region; and report at each meeting of the Region Board.

Section 5. Regional Conference Committee.

  1. A Regional Conference Committee consisting of one or more members, including the committee chair, shall be appointed by the Director. The Past Director shall serve as an ex officio, voting member of the Regional Conference Committee. A majority of the Committee’s members, including the Committee Chair, shall have attended a Region or International Conference within two years prior to appointment.
  2. The Committee shall conduct an annual Region Conference under direction of the Region Board; oversee, coordinate, and provide guidance and support for the Region Conference planning; and report at each meeting of the Region Board. The committee shall solicit volunteers, form sub- committees, and promote and manage the Region Conference.
  3. Purposes of any such Region Conference shall be (1) sharing best communication practices and facilitating the exchange of information, ideas, resources, and experiences; (2) encouraging member interaction and advancement of the profession; (3) professional and leadership development; and (4) generation of revenue for the Region and its Chapters.
  4. The Committee shall maintain detailed records of Region Conference activities and planning; regularly report to the Regional Board; and transmit a copy of these records to the following year’s Conference Committee within 60 days after completion of the Region Conference.

Section 6. Awards Committee.

  1. An Awards Committee consisting of one or more members, including the committee chair, shall be appointed by the Director. The Committee shall supervise the Region Silver Quill competition and any other awards or honors programs established by the Region. The Deputy Director will oversee the Awards Committee.
  2. The Committee shall conduct an annual evaluation and Silver Quill awards program for the Region, under direction of the Region Board; oversee, coordinate, and provide guidance and support for the Silver Quill planning; and report annually at the pleasure of the Region Board and otherwise as necessary. The Committee shall solicit volunteers, form sub-committees as necessary, and promote and manage the Silver Quill competition.
  3. Purposes of any such evaluation and awards program shall be (1) recognizing, promoting, and encouraging the highest professional standards of quality and innovation in communications; (2) improving the effectiveness of organizations through strategic communication; (3) serving as a resource and repository for organizational communication "best practices"; and (4) generation of revenue for the Region and its Chapters.
  4. The Committee shall maintain records of Silver Quill activities and planning; regularly report to the Regional Board; and transmit a copy of these records to the following year’s Awards Committee within 60 days after completion of the Silver Quill competition.

Section 7. Accreditation Committee. An Accreditation Committee consisting of one or more members shall be appointed by the Director. The Committee Chair shall be the Professional Development Director. A majority of the Committee’s members, including the Committee chair, shall be accredited by IABC. The Committee shall promote and support the IABC professional accreditation program under direction of the Region Board; coordinate with and support Chapter accreditation chairs and activities; coordinate accreditation activities with the IABC Accreditation Board and IABC Accreditation Council; and report at each meeting of the Region Board.

Section 8. Leadership Development Committee. A Leadership Development Committee consisting of seven or more members shall be appointed by the Director. The Past Director shall be Committee Chair. All Chapter Advocates will be ex-officio, voting members. The Committee shall manage the Region’s overall leadership development activities (other than Accreditation, which shall be the responsibility of the Accreditation Committee); work with chapters to coordinate regional professional development activities; plan and manage Region-sponsored leadership development and programming activities; and work with the Communications Committee to identify and develop web site content that serves chapter leaders.

Section 9. Sponsorship Committee. A Sponsorship Committee consisting of one of more members shall be appointed by the Director. The Committee Chair shall be appointed by the Director. The Finance Director shall oversee the Sponsorship Committee and receive regular reports from the committee. The Sponsorship Committee shall develop, promote, and coordinate sponsorship opportunities for both the Regional Conference and the Annual Awards program.

Section 10. Nominations Committee. A Nominations Committee consisting of three or more Board members shall be appointed by the Director after the first Board meeting of the Administrative year. No two committee members may come from the same chapter. The Past Director shall chair the committee. The committee shall manage the process and timeline for nominating and electing Board members as outlined in Article 5, Section 3. The Director designates a specific Region Board meeting for the election, to be held at least 90 days prior to the IABC annual meeting. At least 30 days prior to this Board election meeting, the Past Director notifies all Board members and chapter presidents of the Nominating Committee’s nominations.

Section 11. Other Standing Committees, Special Committees, and Task Forces. The Director shall appoint such other committees, subcommittees, task forces, work groups, or advisory bodies, however designated, as are necessary and which are not in conflict with other provisions of these bylaws, and shall prescribe their duties. 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.

ARTICLE 10

FINANCE

Section 1. Authority. The Region Board shall have supervision, control, and direction of the receipts, expenditures, and assets of the Region.

Section 2. Fiscal Year. The fiscal year of the Region shall be adopted by the Region Board and detailed in the policy manual.

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

Section 4. Bonding. The Director, Deputy Director, Finance Director, and any paid staff members so determined by the Region Board, may be bonded by the Region in an amount deemed practical by the Region Board.

Section 5. Financial Review. The accounts of the Region shall be reviewed or audited under supervision of the Finance Committee not less than annually by an independent, qualified party, recommended by the Region Board and approved by a simple majority vote at the Region Annual Meeting of those eligible to vote, who shall provide a report to the Region Board and the membership.

Section 6. 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 designated by, or under authority of, the Region Board.

Section 7. 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.

Section 8. 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.

ARTICLE 11

OPERATIONS

Section 1. Parliamentary Authority. Region meetings and procedures shall be regulated and controlled according to Roberts Rules of Order, latest edition, for parliamentary procedure, except as otherwise provided by these bylaws.

Section 2. Policies

  1. 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. In addition, the Region Board may, from time to time, make, repeal, or amend rules and a code of conduct that shall be binding on the members. Any such rules and code may relate to the general regulation of the Region and its members, and may contain procedures necessary or desirable for the proper running and carrying out of the objectives of the Region, provided that such rules and code do not in any way conflict with those of IABC.
  2. Rules, Regulations, and Policies.The Region Board may establish rules, regulations, and policies not inconsistent with these bylaws, and shall maintain a policy manual relating to governance, management, operation, and administrative procedures of, and provision of services and conferring of honors by, the Region. These rules, regulations, and policies shall in no instance contravene bylaws of IABC or the Region. In cases where there is a conflict, IABC bylaws and policy shall prevail.

Section 3. 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.

  1. 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 thereunder or from liability for any breach thereof.
  2. Indemnity.Subject to law, 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 4. 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.

ARTICLE 12

AMENDMENT OF BYLAWS

Section 1. Procedure. These bylaws may be amended only at a Regular, Annual, 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 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.

  1. Motion to Dissolve. The Region can only be dissolved at a Regular, Annual, or Special Meeting of the Region by a two-thirds vote of Delegates, and only if a quorum is present or voting by proxy. A proposal to dissolve the Region must be submitted to the Communications Director or to IABC. Any such proposal petitioned by at least 25 percent of the Chapters of the Region or approved by a majority of the Region Board shall be delivered in writing to the Chapter Presidents and Delegates (and their Alternates), along with written notice of the meeting, no later than 45 days prior to the meeting at which said proposal is to be considered.
  2. Dispersal of Funds. On dissolution of the Region, any funds remaining shall be distributed to IABC, or to one or more organizations qualified under either Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code (or corresponding provisions of any subsequent federal tax law), or to an appropriate Region entity, as the Region Board shall select.

Approved [28 June 2005]

Provisos Relating to Election of Initial Officers and Directors

1. In 2005, the Region shall form a Nominating Committee, for the purpose of nominating initial officers and directors. The Region shall determine its own procedure for selecting 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 IABC, with consideration for geographic, demographic, and cultural diversity, and for small, medium, and large Chapter representation. Nominees may be drawn from submissions by any source, including self-nomination. The Nominating Committee shall develop its own procedures for screening nominees for officers and directors, 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; and shall present its slate to the Region for approval.

2. In 2005, the Nominating Committee shall nominate individuals meeting the qualifications specified in Article 5, Section 2, to be elected for one-year terms to the offices of Director, Deputy Director, Communications Director, and Finance Director. The Finance Director and Communications Director may be elected to a second one year term.

3. In 2005, the Nominating Committee shall nominate eight additional directors meeting the qualifications specified in Article 7, Section 4; 4 directors to be elected for two-year terms and 4 directors to be elected for one-year terms. Each of these directors may be elected for a second two year term.

4. During the first year as a Region (2005-2006), there will be two Past Directors, one representing each of the two former Districts.

[Note: Provisos are no longer attached to the bylaws once they become effective.]

 
     
         
     

   
 

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