Proposed Bylaws of
Independent Computer Consultants Association, Inc.
Chicago Chapter
Adopted December 10, 1991
ARTICLE I: THE ASSOCIATION
Section 1. Name.
The name of this organization is the Chicago Chapter of the
Independent Computer Consultants Association, hereinafter called
the Chapter. The name may be abbreviated as "ICCA-Chicago" or
"ICCA-Chicago Chapter" or "ICCA: Chicago Chapter" or ICCA:
Chicago". When abbreviating ICCA, periods may be used (I.C.C.A.)
or omitted (ICCA).
This local chapter is an integral part of the Independent
Computer Consultants Association, Inc., a national non-profit
organization headquartered in St. Louis, Missouri, hereinafter
called ICCA; and is subject to all rules of said Corporation.
Whenever "ICCA" is used within this document without mention of
the Chapter, then "ICCA" shall be interpreted as referring to the
National ICCA.
Section 2. Purposes.
The purposes for which the Chapter is organized are:
to unite in a common organization those professionally engaged in
the computer consulting business;
to promote the computer consulting business by providing a forum
for the exchange of information which will lead to the more
efficient utilization of computers by all computer users;
to formulate and maintain ethical standards for the guidance of
computer consultants in their relations with each other and with
the public.
No part of the assets, income, or profit of the Chapter will be
distributable to, or inure to the benefit of its members,
directors, or officers except to the extent permitted under the
applicable Not-For-Profit Corporation Laws. The Chapter will not
take steps which will serve to facilitate the transaction of
specific business by its members or promote the private interest
of any member or engage in any activities which would constitute
a regular business of a kind ordinarily carried on for profit.
ARTICLE II: MEMBERSHIP
Section 1. Eligibility.
Membership is open to any employee of a member of ICCA.
Section 2. Affiliates.
Any individual or firm which shares the objectives of ICCA and
ICCA: Chicago, but is not eligible for ICCA membership, may
apply for Affiliate status. Affiliates may not:
Hold office in the Chapter;
Vote in Chapter elections;
Call themselves ICCA members or Chapter members;
Use the ICCA logo.
An Affiliate who becomes eligible for ICCA membership may not
continue in Affiliate status; any unexpired Affiliate dues may be
applied toward Chapter and/or ICCA membership, at the discretion
of the Board of Directors.
Affiliates may refer to themselves as "Affiliates of ICCA:
Chicago Chapter".
Section 3. Dues.
The amount of membership dues and fees, and the schedule for
their payment, will be determined by the Board of Directors.
Section 4. Non-payment of dues.
The Board of Directors may terminate a membership for failure to
pay Chapter dues or fees within sixty (60) days after the
scheduled date.
The Board of Directors may reinstate a member upon payment of
dues and fees in arrears, subject to membership requirements then
in effect.
Section 5. Resignation.
Any member may withdraw from membership by submitting a written
notice of resignation to the Board of Directors. Resignations
are effective immediately, contingent upon discharge of the
member's obligations to the Chapter. All rights, benefits,
privileges and interests of the member cease upon resignation.
Any member whose membership in ICCA is terminated for any reason
automatically ceases to be a member of the Chapter.
If the member withdraws under honorable conditions, the Board,
may upon the recommendation of the President, authorize a partial
refund of membership fees. Such refund shall be prorated on a
quarter year basis.
Section 6. Suspension/Expulsion.
Any member may be suspended for a period, or expelled for cause,
as specified in the ICCA Bylaws. A member who is suspended or
expelled from ICCA membership is automatically suspended or
expelled from Chapter membership.
There shall not be any refund of dues to any member who is
suspended or expelled.
Section 7. Waiver of Causes of Action.
By accepting membership in the Chapter, each member expressly
waives any cause of action at law or in equity against the
Chapter or its officers or directors that may arise out of the
member's removal.
ARTICLE III: MEMBERSHIP MEETINGS
Section 1. Annual Business Meeting.
There shall be one annual business meeting of the Chapter
membership every year; the Board of Directors will determine the
date, time, and place.
The agenda shall include election of officers, presentation of
annual reports, and any other business which may properly come
before the members.
Each member will be notified of the meeting in writing, at least
twenty (20) days in advance.
The meeting may be postponed by the Board of Directors when, by a
majority vote, they determine the meeting is inappropriate, due
to events beyond their control.
Section 2. Special Business Meetings.
A Special Meeting may be called by a majority vote of the Board
of Directors, or by written request of one-third of the members,
submitted to the Board and containing the subjects) to be
covered.
The meeting must be called within sixty days, but may be
postponed up to thirty (30) days, due to extenuating
circumstances.
Each member will be notified of the meeting in writing, at least
ten (10) days in advance. The notice will contain the subjects)
to be considered and the date, time, and location of the Special
Meeting. Only matters in the notice may be considered at the
meeting. The notice may also provide for absentee ballots on the
matters) being considered.
Section 3. Regular Meetings.
Regular Meetings of the chapter, which may include a meal, shall
occur on a regular and consistent schedule to be determined by
the Board of Directors. No official business may be conducted at
these meetings, however informational reports from the officers
and the Board of Directors are permitted.
Section 4. Quorum.
A quorum at the Annual Business Meeting or Special Business
Meeting consists of twenty percent of the Chapter membership,
either in person or by a signed proxy given to a Chapter member
in good standing. (The Chapter membership includes those members
in good standing as of the meeting date.)
If there is not a quorum, the presiding officer may adjourn the
meeting until a quorum is present.
In the absence of a quorum, no business may be transacted, except
presentation of officer and committee reports, and adjournment.
Section 5. Parliamentary Rules.
The usual parliamentary rules as laid down in "Robert's Rules of
Order" or its equivalent will govern all deliberations, when not
in conflict with these Bylaws or any special rules that the
Chapter may adopt.
Section 6. Attendance at Meetings.
All meetings shall be open to the public. Visitors may
participate in the meetings however they are not allowed to vote
on any matter. The members reserve the right to close any
meeting or portion thereof to the public, by the vote of the
majority of those present.
ARTICLE IV: BOARD OF DIRECTORS
Section 1. Composition.
The Board of Directors of the Chicago Chapter will consist of the
elected officers of the Chapter; the person who has most recently
served as President of the Chapter and who is still active within
the Chapter; and Committee Chairman appointed by the President
and approved by a 3/4 majority of the sitting Board of Directors,
to serve on the Board of Directors.
There shall be a maximum number of nine persons on the Board of
Directors.
Section 2. Duties.
The Board of Directors shall have full charge of the property and
the business of the Chapter, with full power and authority to
manage and conduct same, subject to the instructions of the
general membership. It shall plan and direct the work necessary
to carry out the programs as adopted by the membership and by
ICCA. The Board shall create and designate such special
committees as it may deem necessary.
Section 3. Meetings.
There shall be at least four meetings of the Board of Directors
annually. The President may call special meetings of the Board
of Directors and shall call a special meeting upon the written
request of a majority of the members of the Board.
Section 4. Qualifications and Election.
Only members in good standing of ICCA and of the Chicago Chapter
are eligible to hold office as officers and directors.
The Board of Directors shall schedule the election at the Annual
Business Meeting, and publish rules for conduct of the election,
at least thirty days in advance. Nominations for office may be
made by any member of the chapter, or by a committee appointed
for the purpose, at least thirty days prior to the election.
Nominations may also be accepted from the floor on the day of the
Election.
The term of office for each officer and director shall be one
year, commencing at the business meeting following the election,
and continuing until a successor has been properly elected and
installed.
Section 5. Vacancies.
Any vacancy occurring in the Board of Directors by reason of
resignation, death, or disqualification may be filled for the
unexpired portion of the term of office, by a majority vote of
the remaining members of the Board of Directors. Cessation of
National or Chapter membership for any reason, or three
consecutive absences from regularly scheduled meetings without
valid reason, shall be deemed a resignation.
Section 6. Recall.
A member of the Board of Directors may be recalled at the Annual
Business Meeting or a Special Business Meeting called for the
purpose. Recall requires a two-thirds vote of the members voting
at such a meeting.
Section 7. Quorum.
A majority of the members of the Board of Directors shall
constitute a quorum.
Section 8. Compensation.
Directors and officers do not receive compensation for their
services, but the Board may by resolution reimburse expenses
incurred in the performance of their duties. Such authorization
may prescribe procedures for approval and payment of expenses.
Nothing precludes a director or officer from serving the Chapter
in any other capacity and receiving compensation for such
services.
Section 9. Action by Members.
Members may act in the name of the Chapter or of ICCA only when
authorized to do so by the proper Board of Directors. When so
acting, they may act only conformity with, and not contrary to, a
position taken by the Chapter or by ICCA.
ARTICLE V: OFFICERS
Section 1. President.
The President shall preside at all meetings of the Chapter and of
the Board of Directors; may in the absence or disability of the
Treasurer, sign or endorse checks, drafts and notes; shall have
such usual powers of supervision and management as may pertain to
the office of the President; shall submit all required reports to
ICCA other than those reports required to be submitted by the
Treasurer; and shall perform such other duties as may be
designated by the Board. The President is the Chapter's delegate
to the Chapter President's Council, but may appoint a substitute
with the consent of the Board.
Section 2. Vice-President.
The Vice-President shall become President in the event of
resignation, continuous disability, recall or death of the
President. He or she shall, during temporary absences or
disability of the President, possess all the powers and perform
all the duties of that office until such time as the President
shall return to office. The Vice-President shall perform such
other functions as the President and Board may designate.
When the office of Vice-President is vacant as the result of the
Vice-President becoming President as the result of a vacancy in
the office of President, the next person in line for the office
of President is either the Secretary or Treasurer, depending upon
whomever has served continuously longer as an officer of the
Chicago Chapter. In the event the Secretary and Treasurer have
served in office the same length of time, the individual whose
firm has been an ICCA: Chicago Chapter member longer shall
assume the office of President. In the event that it cannot be
readily determined which firm has been a member longer, the firm
with the lowest membership number shall be considered to have
been a member longer.
Section 3. Secretary.
The Secretary shall keep minutes of all meetings; shall notify
all officers and directors of their election; shall sign, with
the President, all contracts and other instruments when so
authorized by the Board; shall make all notifications to the
membership as required by these Bylaws; and shall perform such
other functions as may be incident to the office. Unless another
person is appointed by the Board of Directors, the Secretary
shall be the official keeper of the official membership list of
the Chapter.
Section 4. Treasurer.
The Treasurer shall collect and receive all moneys due; shall be
the custodian of these moneys; shall deposit them in a bank
designated by the Board of Directors; and shall disburse the same
only upon order of the Board. The Treasurer shall present
statements to the Board at their regular meetings and to the
membership at least once per year, and shall submit all required
financial reports to ICCA.
ARTICLE VI: INDEMNIFICATION
By Resolution of the Board of Directors, the Chapter may
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action,
suit, or proceeding, whether administrative, civil, criminal, or
investigative, by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Chapter, or is or
was serving at the request of the Chapter as a director, officer,
employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses, including
attorney's fees, judgments, fines, and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he or she acted in good faith and
in a manner he or she reasonably believed to be in, or not
opposed to, the best interests of the Chapter and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe such conduct was unlawful.
The termination of any action, suit, or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent will not, of itself, create a presumption that
the person did not act in good faith and in a manner he or she
reasonably believed to be in, or not be opposed to, the best
interests of the Chapter and, with respect to any criminal action
or proceeding, had reasonable cause to believe that such conduct
was not unlawful.
ARTICLE VII: AMENDMENT
These Bylaws may be amended or repealed, in whole or in part, by
a 2/3 vote of the members present, in person or by proxy, at the
Annual Business Meeting or a Special Business Meeting, provided
that the membership shall have been notified of such amendment or
repeal at least thirty (30) days prior to such meeting.
ARTICLE VIII: MISCELLANEOUS
Section 1. Contracts.
The Board of Directors may authorize any Officers, or agents, of
the Chapter, or Officers, authorized by these Bylaws, to enter
into any contract or execute and deliver any instrument in the
name of and on behalf of the Chapter. Such authority may be
general or confined to specific instances.
Section 2. Deposits.
Chapter funds will be deposited to the credit of the Chapter in
such banks or other depositories as the Board may designate.
Section 3. Gifts.
The Board may accept on behalf of the Chapter any contribution,
gift, bequest, or device for the general or specific purposes of
the Chapter.
Section 4. Records.
The Chapter will keep correct and complete books and records of
account and will also keep minutes of the proceedings of its
Officers, Board of Directors, and committees having any of the
authority of the Board, and will keep at its principal office a
record of the names and addresses of the Directors entitled to
vote.
All books and records of the Chapter may be inspected by any
Chapter member in good standing, or by the ICCA Board of
Directors, for any proper purpose, at any reasonable time.
Section 5. Use of Funds.
The Chapter may use its funds only to accomplish the objectives
and purposes specified by these Bylaws. No part of its funds
will benefit or be distributed to the members of the Chapter. In
the event of the liquidation or dissolution of the Chapter,
whether voluntarily or involuntarily, no member will be entitled
to any distribution or division of its remaining property nor its
proceeds, the balance of all money and other property received by
the Chapter from any source, after the payment of all debts and
obligations of the Chapter, will revert to ICCA.
Section 6. Non-Discrimination.
The Chapter does not discriminate on the basis of race, creed,
color, age, gender, or national origin. Any use of pronouns in
these Bylaws is intended generically.