Bylaws
(Note: These by-laws were adopted February 14, 2008.)
- Article I: Name
- Article II: Location
- Article III: Structure
- Article IV: Purpose
- Article V: Associate Membership
- Article VI: Board of Directors
- Article VII: Meetings of the Board of Directors
- Article VIII: Officers
- Article IX: Committees
- Article X: Miscellaneous
- Article XI: Amendments
- Article XII: Dissolution
ARTICLE I: NAME
The name of this corporation shall be the Information Processing Management Association hereinafter referred to as the "IPMA".
ARTICLE II: LOCATION
The principal office of the IPMA, at which the general business of the IPMA will be transacted and where the records of the IPMA will be kept, will be at such place in the Olympia area, State of Washington, as may be fixed from time to time by the Board of Directors.
ARTICLE III: STRUCTURE
The IPMA is a not-for-profit corporation under the laws of the State of Washington. The IPMA shall make no distribution of income to its associate members, Directors or officers.
ARTICLE IV: PURPOSE
The purpose for which the IPMA is organized is to further the professionalism of the state information technology community through educational and networking opportunities; to serve as a forum for the exchange of educational information and development of mutual interests; and to stimulate the interest of the public in the foregoing purposes.
ARTICLE V: ASSOCIATE MEMBERSHIP
Section 1. Current or retired Washington State government employees are eligible for associate membership.
Section 2. Persons may be admitted to associate membership at any time when the membership fee is paid.
Section 3. Associate membership dues shall be set by the Board of Directors.
Section 4. The associate membership shall elect the Board of Directors.
Section 5. Associate membership in the IPMA can be revoked for cause by a majority vote of the Board of Directors at any legal meeting of the Board.
Section 6. Associate membership and participation in IPMA activities shall be available without regard to race, color, creed, national origin, sex, age, religion or presence of any physical or mental disability.
Section 7. An annual meeting of the Board of Directors will be held each year as determined by the Board of Directors.
Section 8. Notice of the annual meeting of the Board of Directors must be published not less than ten (10) business days prior to the day such meeting will be held.
Section 9. The annual meeting of the Board of Directors and other associate membership meetings shall be chaired by the Chair of the Board of Directors.
Section 10. Associate members may not vote by proxy at any meeting of the associate membership.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. The number of members of the Board of Directors of the IPMA will be twelve (12) and they must meet the requirements for associate membership as described in Article V. The number of Directors may be changed from time to time by amendment to these By-Laws, but no decrease shall have the effect of shortening the term of any incumbent.
Section 2. The management of all the affairs, property and interests of the IPMA shall be vested in the Board of Directors.
Section 3. Election of new Directors or re-election of current Directors to a new term will occur in November of each year. Four board members will be elected each year. The Secretary-Treasurer shall develop criteria for selecting potential board members. Upon approval of the criteria by the board the Secretary-Treasurer shall recruit a slate of candidates for the vacant board positions. In November of each year the slate of candidates are presented to the board for nomination to fill the vacant positions. The nominees are then submitted to the registered associate membership for ratification. Results will be announced in December and new and re-elected Directors will assume their duties in January.
Section 4. The term of each Director of the IPMA will be three years. Terms of office shall commence January 1.
Section 5. When a Director dies, resigns, or is removed, the Board may elect a Director from the associate membership to serve for the duration of the unexpired term. Such election shall require a two-thirds vote of the Board of Directors.
Section 6. Any Director may be removed from the Board of Directors for cause by a two-thirds vote of the Board of Directors at an official meeting of the Board. Notice of the proposed removal will be given to members of the Board with the notice of the meeting at least five (5) business days prior to the meeting. The affected Director will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.
Section 7. At a meeting of associate members, called expressly for that purpose by the Board of Directors, one or more members of the Board may be removed, by a two-thirds vote of the associate members entitled to vote on the election of Directors.
Section 8. No compensation will be paid to any member of the Board of Directors for services as a member of the Board. By resolution of the Board, reasonable expenses may be allowed for attendance at regular and special meetings of the Board.
ARTICLE VII: MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Notice of regular, special, and annual meetings of the Board of Directors will be sent at least five (5) business days prior to the day such meeting is to be held.
Section 2. Special meetings of the Board of Directors may be called at any time by the Chair or in his or her absence by the Vice-Chair or upon receipt of a request therefor signed by two-thirds of the Board of Directors.
Section 3. At all meetings of the Board of Directors, each Director present will be entitled to cast one vote on any motion coming before the Board. The presence of a majority of the Board of Directors will constitute a quorum at any meeting.
Section 4. At a meeting at which there is a quorum present, a simple majority affirmative vote of the Directors present is required to pass a motion before the Board except as otherwise prescribed in these By-Laws.
Section 5. Robert's Rules of Order will be the authority for all questions of procedure at any meetings of the Board of Directors.
ARTICLE VIII: OFFICERS
Section 1. The officers of the IPMA will be a Chair, Vice-Chair, Secretary-Treasurer, and such other officers with duties as the Board prescribes.
Section 2. The officers of the IPMA will be elected annually by the members of the Board of Directors at their regular meeting in January. Each officer will serve a one-year term.
Section 3. Any officer may be removed by the Board of Directors by a two-thirds vote of the Board of Directors. The matter of removal may be acted upon at any meeting of the Board. Notice of the proposed removal will be given to members of the Board with the notice of the meeting at least five (5) business days prior to the meeting. The affected officer will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered.
Section 4. A vacancy in any office may be filled by a majority vote of the Board of Directors for the unexpired portion of the term.
Section 5. The Chair will be the chief executive officer of the IPMA. It will be the duty of the Chair to preside at all meetings of the Board of Directors and to have general supervision of the affairs of the IPMA. The Chair or his/her designee will execute on behalf of the IPMA all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the Board of Directors for the proper and necessary transaction of the business of the IPMA. The Chair will appoint all committee members and committee Chairs.
Section 6. It will be the duty of the Vice-Chair to act in the absence or disability of the Chair and to perform such other duties as may be assigned to him or her by the Chair of the Board. In the absence of the Chair, the execution by the Vice-Chair on behalf of the IPMA of any instrument will have the same force and effect as if it were executed on behalf of the IPMA by the Chair. The Vice-Chair will secure an independent formal review of the IPMA financial records for each fiscal year.
Section 7. The Secretary-Treasurer will be responsible for keeping the IPMA records including but not limited to minutes of regular meetings of the Board and associate membership meetings. He or she will give or cause to be given all notices of meetings of the Board of Directors and all other notices required by law or by these By-Laws. The Secretary-Treasurer will be the custodian of all books, correspondence, and papers relating to the business of the IPMA.
The Secretary-Treasurer will have general charge of the finances of the IPMA. When necessary and proper, the Secretary-Treasurer will endorse on behalf of the IPMA all checks, drafts, notes, and other obligations and evidences of the payment of money to the IPMA or coming into the Secretary-Treasurer's possession, in such bank or banks as may be selected by the Board of Directors. The Secretary-Treasurer will keep full and accurate account of all receipts and disbursements of the IPMA in books belonging to the Associates, which will be open at all times to the inspection of the Board of Directors.
The out-going Secretary-Treasurer will present to the Board of Directors at the first Board meeting following the end of the fiscal year the Annual Report containing the financial report for the prior year along with summaries of the year’s accomplishments. . The Secretary-Treasurer will produce monthly financial statements that show account balances and income and expenses for the preceding month. The Secretary-Treasurer will make the annual IPMA filing and pay appropriate fees in order to keep the IPMA in good standing.
As stated under Section 3, Article VI, the Secretary-Treasurer shall develop criteria for selecting potential board members. Upon approval of the criteria by the board the Secretary-Treasurer shall recruit a slate of candidates for the vacant board positions. In November of each year the slate of candidates are presented to the board for nomination to fill the vacant positions. The nominees are then submitted to the registered associate membership for ratification. Results will be announced in December and new and re-elected Directors will assume their duties in January.
Section 8. Any officer of the IPMA, in addition to the powers conferred upon him or her by these By-Laws, will have such additional powers and perform such additional duties as may be prescribed from time to time by said Board.
ARTICLE IX: COMMITTEES
The Board of Directors may designate one or more permanent or ad-hoc committees. Committee members may be members of the Board of Directors, associate members of the IPMA, or other interested individuals. The Chair of the committee will be appointed by the Chair of the Board of Directors, who will act with the Board's approval. After consultation with the committee Chair, the Chair of the Board of Directors will appoint committee members. The studies, findings, and recommendations of all committees will be reported to the Board of Directors for consideration and action, except as otherwise ordered by the Board of Directors. Committees may adopt such rules for the conduct of business that are appropriate and consistent with these By-Laws, the Articles of Incorporation, or State law.
The number of committees, their purpose and responsibilities will be reviewed and changed as necessary at the annual business planning meeting.
The committees will develop individual annual plans that describe activities for the ensuing year. The plans will be submitted to the Board of Directors at the annual business planning meeting, or as otherwise noted in these By-Laws, so that anticipated revenues and expenditures can be considered in the annual budget.
ARTICLE X: MISCELLANEOUS
Section 1. The IPMA will have the power to indemnify and hold harmless any Director, officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a Director, officer, or employee (except in cases involving willful misconduct). The IPMA will have the power to purchase or procure insurance for such purposes.
Section 2. The Board of Directors may authorize any officer or officers, agent or agents of the IPMA, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the IPMA. Such authority may be general or confined to specific instances.
Section 3. All checks, drafts, and other orders for payment of funds will be signed by such officers or such other persons as the Board of Directors may from time to time designate.
Section 4. No loans shall be contracted on behalf of the IPMA and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 5. No loans shall be made by the IPMA to its Directors or officers.
Section 6. The IPMA will keep correct and complete books and records of accounts and will also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors; and it will keep, at the registered or principal office, a record giving the names and addresses of the associate members entitled to vote. All books and records of the IPMA may be inspected by any associate member or his or her agent or attorney for any proper purpose at any reasonable time.
Section 7. The fiscal year of the IPMA will be January 1 through December 31.
ARTICLE XI: AMENDMENTS
Upon written notice to the Directors of at least ten (10) working days, these By-Laws may be amended by a two-thirds vote of the Directors at a regular meeting of the Board of Directors.
ARTICLE XII: DISSOLUTION
Upon the dissolution of the IPMA and after the payment or the provision for payment of all the liabilities of the IPMA, the Board of Directors will dispose of all the assets of the IPMA exclusively for the purposes of the IPMA or the organizations that are then registered as not-for-profit organizations with the State of Washington Secretary of State's Office and tax exempt under the Internal Revenue Code. Any assets not so disposed of will be disposed of by a court of jurisdiction in the county in which the principal office of the IPMA is located.
The foregoing were adopted as the By-Laws of the Information Processing Management Association, a not-for-profit organization under the laws of the State of Washington, this 14th day of February in the year 2008.