Chapter Bylaws

ARTICLE 1: NAME AND LOCATION
Section 1.
Name. The name of this organization shall be IABC/St. Louis, a not-for-profit organization. IABC/St. Louis shall be affiliated with the International Association of Business Communicators (IABC).

Section 2.
Location. The geographical area served by IABC/St. Louis shall include the greater St. Louis, Missouri metropolitan area (city and county) as well as parts of Illinois.

ARTICLE 2: MISSION
IABC/St. Louis is dedicated to improving the effectiveness of communication professionals. The organization will seek to enhance the professional competence of those engaged in communication capacities, to arm them with tools and techniques, and to provide them with comprehensive resources so that they may be more effective in their service to their organizations and in their individual pursuits.

Fully recognizing that communication in business, organizations, and institutions is undergoing vast and rapid change, IABC/St. Louis will support the International Association of Business Communicators in seeking to educate those charged with the management of such enterprises on how to use professional communicators to meet vital needs in a world that demands dynamic communication.

ARTICLE 3: MEMBERSHIP
Section 1.
Qualification. Membership in this organization shall be composed primarily of professional communicators engaged in internal and/or external communication at all levels of their respective organizations.

Section 2.
Regular membership. This membership is open to professional communicators in business, industry, not-for-profit organizations, education, government, and other organizations, educators, consultants, and freelancers in the communication field. Regular members of IABC/St. Louis shall be regular members of the International Association of Business Communicators.

Section 3.
Student membership. This membership is open to students, as defined in the policy manual, of educational institutions.

Section 4.
Honorary membership. This membership shall be conferred on persons who are not members of IABC/St. Louis as determined by the Board of Directors.

Section 5.
Service and participation. Policies governing service and participation for all members shall be determined by the Board of Directors of IABC/St. Louis, unless otherwise set forth in these bylaws.

Section 6.
Duration of membership, resignation and removal. Membership shall be for the period for which dues are paid. Any member may resign by filing a written resignation with the president. All rights, privileges, and interests of a member in or to IABC/St. Louis shall cease on termination of membership. Any member shall be removed from membership by the Board of Directors for cause by a two-thirds vote. 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 it. The member will have at least 15 days to respond in writing to the Board of Directors for forwarding to the executive committee of the International Association of Business Communicators, which then shall make a final determination.

ARTICLE 4: DUES
Section 1.
Establishment of dues. Dues and other chapter fees shall be set by a two-thirds vote of the Board of Directors of IABC/St. Louis.

Section 2.
Cancellation. Members who fail to pay their full 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.

Section 3.
Refunds. No dues shall be refunded to any member whose membership terminates for any reason.

ARTICLE 5: ORGANIZATIONAL STRUCTURE
Section 1.
The Board of Directors, at its discretion, may establish units within IABC/St. Louis to serve specific geographical, functional or other interests.

ARTICLE 6: MEETINGS OF MEMBERS AND VOTING
Section 1.
Regular meetings. Regular meetings of IABC/St. Louis shall be held at least nine time a year.

Section 2.
Notice of meetings. All members shall be sent notice of meetings, including time, location, and purpose of the meeting, at least one week prior to said meeting.

Section 3.
Special meetings. The Board of Directors may call special meetings of the membership at any time by sending written notice as specified above.

Section 4.
Voting. Those eligible to vote shall be members meeting the requirements of membership as set forth in these bylaws.

Section 5.
Quorum. A quorum of the Board of Directors shall consist of a majority of the total number of Board of Directors members, as defined in these bylaws. A quorum necessary to act on official business of the entire chapter shall consist of a majority of the total eligible voting membership casting votes either in-person or electronically .

Section 6.
Cancellation. The Board of Directors, by a majority vote, may cancel or postpone any meeting of the chapter for cause, except those called by a quorum of the membership. Such meetings shall be held no less than 30 days after presentation of a request for meeting signed by at least 40 percent of the total voting membership.

Section 7.
Rules of order. Meetings and procedures of IABC/St. Louis shall be regulated and controlled according to Robert’s Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by these bylaws.

ARTICLE 7: OFFICERS
Section 1.
Governing body. The governing body of IABC/St. Louis shall be known as the Board of Directors.

Section 2.
Officers. The officers of IABC/St. Louis and the members of the Board of Directors, shall be a President, President-Elect, Secretary, Vice President of Finance, Treasurer-Elect, Vice President of Membership, Vice President of Professional Development, Vice President of Marketing, three respective committee chairpersons, Webmaster as well as three directors.

Section 3.
Qualifications for office. Any regular member in good standing shall be eligible for nomination and election to office in IABC/St. Louis.

Section 4.
Nomination of officers. Candidates for office shall be selected by a nominating committee, consisting of the Past President, who will serve as chair, the President, President-Elect. Nominees will be drawn from submission by members of IABC/St. Louis. The nominating committee shall present its slate to the Board of Directors for approval, and copies of the slate shall be either distributed to members at a regular meeting or electronically communicated to all voting members 30 days in advance of the final day of the chapter’s fiscal year. The outgoing President shall automatically succeed to the office of Past President.

Section 5.
Election of officers. Accompanying the slate of officers shall be an official ballot, which shall be returned no later than seven days prior to the final day of the chapter’s fiscal year. The nominating committee shall be responsible for tabulating all official ballots and announcing the winning officers.

Section 6.
Terms of office. All officers shall serve one-year terms, beginning on July 1, or until a successor is duly elected. Directors are elected for a three-year term.

Section 7.
Vacancies or removal. Vacancies in any office on the Board of Directors shall be filled for the balance of the term by the Board of Directors at any regular or special meeting in accordance with these bylaws. Successors must be named within 30 days of the vacancy. If the past-president is unable to serve, the Board of Directors shall appoint a past-president from former presidents of the chapter. The Board of Directors, at its discretion and following IABC policy, may remove by two-thirds vote any officer from office for cause.

ARTICLE 8: DUTIES OF OFFICERS
More detailed responsibilities are outlined in the IABC/St. Louis Policy manual.
Section 1.
President. As chief executive officer, the President provides overall leadership and direction for all of the chapter activities, presides at meetings and is the principle public spokesperson for the chapter.

Section 2.
President-Elect. The President-Elect position is a year in training for the president’s position. The president-elect also serves as IABC/St. Louis’ delegate to district and international meetings and serves in the absence of the president. The President-Elect also helps coordinates volunteer efforts in the chapter, providing support where needed. Maintains current and lapsed volunteer lists for future recruiting efforts.

Section 3.
Secretary. The secretary shall record the minutes at the Board of Directors’ meeting, distribute those minutes as well as update the policy manual, which includes Board of Directors’ roles as well as chapter historical records.

Section 4.
Vice President of Finance. The Vice President of Finance shall keep an accurate accounting of the organization’s financial records, including budgets, actual income/expenses and variances and report these records to the Board of Directors each month. Also knows as the treasurer, the Vice President of Finance maintains checking and savings accounts and works with an accountant for fiscal yea- end reports. The treasurer trains the treasurer-elect.

Section 5.
Vice President of Membership: The Vice President of Membership appoints committee and managers membership, member communications, job referral, accreditation, student relations and related functions.

Section 6.
Vice President of Professional Development The Vice President of Professional Development appoints committee members and manages professional development, venue arrangements, seminar, publicity, professional development communications and related functions,

Section 7.
Vice President of Marketing: The Vice President of Marketing assigns committee chairs and supervises the activities of chapter strategic communications including public relations, supporting internal and member communications efforts, as well as for the chapter’s Bronze Quill Awards.

Section 9.
Webmaster: The Webmaster provides direction for continuation and expansion of Web services and other electronic and digital communications.

Section 10.
Directors
Directors: Directors attend and participate in all board meetings and accept special duties as assigned by the president or board. Directors served a three-year term on a rotating basis.

Section 11.
Past president. The past president shall serve as chair of the nominating committee.

ARTICLE 9: BOARD OF DIRECTORS
Section 1.
Composition. The Board of Directors of IABC/St. Louis shall consist of the officers of IABC/St. Louis, as defined in Article 7. Committee chairpersons and Webmaster shall be ex officio, nonvoting members of the Board of Directors.

Section 2.
Authority and responsibility. The Board of Directors shall have supervision, control, and direction of the affairs of IABC/St. Louis, shall determine its policy or changes therein within the limits of these bylaws, shall actively pursue its mission, and shall supervise disbursements of its funds. The Board of Directors 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 other committees or persons.

Section 3.
Quorum. A quorum of the Board of Directors shall consist of a majority of the voting members. If a quorum cannot be mustered, a meeting may proceed and any action taken shall become valid if subsequently confirmed by unanimous approval in writing of the members of the Board of Directors.

ARTICLE 10: STANDING AND SPECIAL COMMITTEES
Section 1.
The president shall appoint and administer standing and special committees necessary to conduct the affairs of IABC/St. Louis.

ARTICLE 11: FINANCE
Section 1.
Authority. The Board of Directors shall have authority over the receipts, expenditures and assets of IABC/St. Louis.

Section 2.
Fiscal year. The fiscal year of IABC/St. Louis shall begin on July 1 of each year.

Section 3.
Budget. The Board of Directors shall adopt in advance of each fiscal year an operating budget covering all activities of IABC/St. Louis.

Section 4.
Reserves. Financial reserves as deemed appropriate by the Board of Directors shall be retained from chapter funds or developed to provide reasonable stability of finances.

Section 5.
Bonding. Executive board members, as determined by the president, shall be bonded in an amount deemed practical by the Board of Directors.

Section 6.
Compensation. Officers shall not receive any compensation from IABC/St. Louis for their services as officers.

Section 7.
Audits. The Board of Directors of IABC/St. Louis shall enter into a contract, either verbally or written, with a certified public accountant (CPA) to assist in the monthly preparation of financial statements and reports. The CPA shall also assist the Treasurer with the necessary financial filings with the State of Missouri and IABC International. If the Board decides to terminate the contract with the CPA and allow the Treasurer or the administrative services group to do all the financial reporting, then an audit of the IABC/St.Louis financial statements and reports shall be conducted annually by a CPA.

ARTICLE 12 : NONDISCRIMINATION
Section 1.
IABC/St. Louis shall not accept any organizational unit that denies membership or membership privileges, nor shall it deny membership or membership privileges itself, on the basis of race, creed, religion, disability, sex, sexual preference, age, color, or national origin.

ARTICLE 13 : DISSOLUTION
Section 1.
IABC/St. Louis shall use its funds only to pursue the mission specified in these bylaws, and no part of said funds shall be distributed to members of IABC/St. Louis. On dissolution of IABC/St. Louis, any funds remaining shall be distributed to the International Association of Business Communicators.

AMENDMENTS
Section 1.
These bylaws may be amended by a two-thirds vote of a quorum necessary to conduct business. Proposed amendments to these bylaws must be submitted to the Board of Directors. Amendments must receive approval of either the Board of Directors or be petitioned by at least 10 percent of the voting members of the chapter to be eligible for consideration by the entire voting membership. Proposed amendments which meet such qualifications must be submitted to the membership at least 15 days prior to the deadline, established by the Board of Directors, for casting votes. Approval of the proposed amendments can be done either electronically or by faxed ballot.

Revised May 6, 2010