IMCNE
Chapter Bylaws
BYLAWS
of the
INSTITUTE OF MANAGEMENT CONSULTANTS USA, INC.
New England Chapter
May 5, 2005
GENERAL
PROVISIONS
NAME
The name of the organization shall be IMCNE, or the Institute of
Management Consultants USA, New England Chapter (the "Chapter").
OFFICES
The principal office of the Chapter shall be at such place as may
be designated from time to time by the Board of Directors of the
Chapter.
PURPOSE
The purpose of the Chapter shall be to serve as the local arm of
the Institute of Management Consultants USA, Inc. (the "Institute")
and to promote excellence and ethics in management consulting through
certification, education and professional resources.
STATUS
OF THE CHAPTER
The Chapter shall be a branch of the Institute and shall be subject
to all the rules, regulations, policies, directions and oversight
of the Institute as promulgated by the Institute’s Board of
Directors.
MEMBERS
MEMBERSHIP
Membership in the Chapter shall consist of members in good standing
of the Institute located in the geographical area of the Chapter
or electing to be a member of the Chapter.
ANNUAL
MEETING
The Annual Meeting of the Chapter for the election of members of
the Board of Directors and for the transaction of other business
shall be held not earlier than March nor later than May at a time
and place to be designated by the Board of Directors. Any members
may attend the Annual Meeting at no charge.
SPECIAL
MEETINGS
Special Meetings of the members may be called by the Board of Directors
at any time, or shall be called by the President upon written request
of ten percent of the members entitled to vote at such meeting within
thirty (30) days after the filing of such requests with the Secretary.
Special Meetings called by members shall be held not less than one
(1) nor more than three (3) months from the date of such request,
and shall be held at such place as may be fixed by the Board of
Directors. The business to be transacted at each Special Meeting
shall be stated in the notice thereof, and no other business may
be considered at such Special meeting.
NOTICES
At least fifteen (15) days before the Annual Meeting, the President
or Secretary shall mail, fax, or e-mail to all members at their
addresses as they appear in the records of the Chapter, a written
notice of the meeting listing the principal items of business to
come before the meeting.
VOTING
AND PROXIES
At all meetings of the Chapter, each member shall have one vote
and may take part and vote in person or by proxy. Each proxy must
be executed in writing and shall be valid only for the meeting at
which it is presented. Unless otherwise specifically provided in
these Bylaws, a majority vote of the members present and voting
in person or by proxy shall govern.
QUORUM
OF MEMBERS
At any Annual or Special Meeting, a quorum shall consist of that
number of members who in the aggregate hold at least ten percent
(10%) of the total number of votes entitled to be cast and who are
present in person or by proxy. If less than a quorum is present
at any such meeting, the presiding officer may adjourn the meeting
until a quorum is present.
RULES
If the Board chooses, the then current edition of Robert’s
Rule of Order shall govern all meetings of the Chapter, of the Board
of Directors, and of all committees on any point not covered by
these Bylaws.
MINUTES
OF MEETINGS
Minutes of the Annual Meeting and any Special Meetings shall be
kept by the President or Secretary and copies thereof shall promptly,
upon approval, be furnished to the Executive Director of the Institute.
BOARD
OF DIRECTORS
GOVERNANCE
The affairs of the Chapter, including but not limited to its overall
policy, general control of activities, funds, membership, property
and programs, shall be vested in a Board of Directors of the Chapter,
subject to the rules, regulations, policies, directions and oversight
of the Board of Directors of the Institute.
COMPOSITION
The Board of Directors shall consist of such number of members as
the Board may from time to time designate. The President of the
Board of Directors shall be a Certified Management Consultant. The
Immediate Past President shall be a member of the Board of Directors.
ELECTION
AND TERM
Directors shall be elected or re-elected at the Annual Meeting by
a vote of the membership in person or by proxy. Each member shall
be elected each year to serve for a minimum term of one year, or
until a successor has been elected and has assumed office. Any individual
member may nominate him or herself or another to be placed on the
ballot compiled for the Annual Meeting. Such a nomination shall
be seconded and, if for another person, agreed to by the nominee.
There are no term limits for any officer or member of the Board
of Directors.
QUORUM
A majority of the members of the Board of Directors shall constitute
a quorum at any meeting of the Board of Directors. Participation
by any one or more members of the Board of Directors by means of
a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the
same time, shall constitute presence in person at the meeting.
VOTING
Members of the Board of Directors must personally exercise their
own votes. Voting rights of a member of the Board of Directors shall
not be delegated to another or exercised by proxy. Action may also
be taken by the Board of Directors by unanimous written or verbal
consent.
VACANCIES
Any vacancy on the Board of Directors other than the seat held by
the immediate Past President may be filled by a majority vote of
the remaining members of the Board of Directors for the remainder
of the current electoral year. If a vacancy occurs in the seat held
by the immediate Past President, it shall remain vacant until filled
by action of the members at the next meeting at which directors
are elected.
MEETINGS
There shall be at least three (3) meetings of the Board of Directors
during each fiscal year, one of which shall be held within one month
of the Annual Meeting. Board of Directors meetings shall be open
to all members of the Chapter.
COMMITTEES
OF THE BOARD
COMMITTEES
The Board of Directors may create such committees as may be deemed
desirable. The chairs of such committees shall be appointed by the
President, with the consent of the Board of Directors. Committee
chairs may then, if the President or Board chooses, exercise the
power to appoint their own committee members.
Committees
shall have only the powers specifically delegated to them by the
Board of Directors and in no case shall have powers which are not
authorized for standing committees under these Bylaws. No such committee
shall have authority with respect to:
- Amending,
altering or repealing these Bylaws;
- Electing,
appointing or removing any member of such committee or any director,
officer or member of the Chapter;
- Adopting
a plan of merger or adopting a plan of consolidation with another
association;
- Authorizing
the sale, lease, exchange or mortgage of all or substantially
all of the property and assets of the Chapter;
- Authorizing
the voluntary dissolution of the Chapter, revoking proceedings
therefore, or adopting a plan for the distribution of the assets
of the Chapter;
- Appointing
committees of the Board of Directors; or
- Amending,
altering or repealing any resolution of the Board of Directors
which by its terms provides that it shall not be amended, altered
or repealed by such committee.
TENURE
Each committee of the Board of Directors shall serve at the pleasure
of the Board of Directors. The designations and appointment of any
such committee of the Board of Directors and the delegation thereto
of authority shall not operate to relieve the Board of Directors,
or any individual director, of any responsibility imposed upon it
or such person by law.
OFFICERS
ELECTED
OFFICERS
The elected officers of the Chapter shall be a President, President-elect, a Treasurer OR VP Finance,
a Vice President of Membership, a Vice President of Programs, and
such other officers as the Board of Directors may from time to time
establish. Officers shall be elected by the members at the Annual
Meeting and serve until their successors have been duly elected
and have assumed office. Officers shall assume office immediately
upon election.
TERM
OF OFFICE
Officers shall serve until the next Annual Meeting, or until they
are removed or resign. Officers may be reelected for successive
terms following their initial election. The term of the President
will be one year. Appointed officers shall serve at the pleasure
of the President. The Board of Directors may remove any appointed
officer from office at any time.
VACANCIES
A vacancy in any elected office may be filled by the Board of Directors
for the unexpired portion of the term.
DUTIES
OF OFFICERS
PRESIDENT
The President shall be the Chief Executive Officer of the Chapter.
The President shall preside at all meetings of the members and of
the Board of Directors. The President’s duties shall be such
as such title by general usage would indicate, as may be specified
by the Board of Directors or assigned to him or her from time to
time by the Board of Directors of the Chapter or of the Institute,
and as may be required by the law or described in these Bylaws.
The President shall also have earned a CMC or be in the process of earning same.
PRESIDENT-ELECT
AND VICE PRESIDENT
A President-Elect and Vice Presidents shall execute such duties
and responsibilities as the President or Board of Directors may
assign.
IMMEDIATE PAST PRESIDENT
The immediate past president will serve as the Chapter’s representative to IMC National, and report IMC USA developments to the Board and suggest initiatives from the Chapter to be brought to other Chapters and/or the IMC USA (i.e., national) Board of Directors. In concert with the President and President-Elect, the Immediate Past President will serve within a triumvirate to be referred to as "The Office of the President."
TREASURER/VP FINANCE
The Treasurer shall have charge and custody of and be responsible
for all funds kept by the Chapter, shall receive and give receipts
for monies due and payable to the Chapter from all sources whatsoever,
shall deposit all such moneys in the name of the Chapter in such
banks, trust companies, or other institutions as shall be selected
by the Board of Directors and approved by the Board of Directors
of the Institute, and in general shall perform all the duties incident
to the office of "treasurer" and such other duties as
from time to time may be assigned to him or her by the President
or by the Board of Directors of the Chapter or of the Institute.
SECRETARY
If the Board should appoint a Secretary, this officer shall keep
the minutes of the meetings of the members and of the Board of Directors
in one or more books provided for that purpose, shall see that all
notices are duly given in accordance with the provisions of these
Bylaws or as required by law, shall be the custodian of the records
of the Chapter, keep a register of post-office addresses of each
member which shall be furnished to the Secretary by such member;
and in general perform all duties incident to the office of Secretary
and such other duties as from time to time may be assigned to him
or her by the President or by the Board of Directors of the Chapter
or of the Institute.
FINANCES
FISCAL
YEAR
The fiscal year shall be as established by the Board of Directors
of the Institute.
ANNUAL
BUDGET
The Board of Directors, with the recommendation of the Treasurer,
shall adopt an annual income and expense budget reflecting projected
expenses and activities of the Chapter.
ANNUAL
REPORT
The Board of Directors, at the Annual Meeting, shall furnish the
membership with a review of the year’s activities, a report
on changes in the membership, and a financial report for the fiscal
year.
CONTRACTS
The Chapter is a branch of the Institute. Only the Board of Directors
of the Institute may authorize any officer or officers, agent or
agents of the Chapter, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Chapter
and the Institute, and such authority may be general or confined
to specific instances.
FUNDS
The Chapter being a branch of the Institute, all funds and other
assets of the Chapter are the funds and assets of the Institute.
CHECKS,
DRAFTS, ETC.
All checks, drafts or orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the Chapter,
shall be signed by such officer or officers, agent or agents of
the Chapter or the Institute and in such manner as shall from time
to time be determined by resolution of the Board of Directors of
the Institute.
DEPOSITS
All Chapter-related funds shall be deposited from time to time to
the credit of the Institute in insured accounts maintained at such
banks, trust companies or other institutions as the Board of Directors
may select and as are approved by the Board of Directors of the
Institute.
BOOKS
AND RECORDS
The Chapter shall keep (a) correct and complete books and records
of account; (b) minutes of the proceedings of its members, the Board
of Directors and any committees having any of the authority of the
Board of Directors; and (c) a record of the names, addresses and
class of membership of each member. Copies of all such books, records
and minutes may be inspected by any member, or his agent or attorney,
for any proper purpose at any reasonable time.
INDEMNIFICATION
The Institute shall 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 civil, criminal, administrative
or investigative (other than an action by or in the right of the
Institute) by reason of the fact that such person is or was a Director
or officer of the Institute or this Chapter, or a member of any
committee or task force of this Chapter or the Institute, against
expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by
such person in connection with such action, suit or proceeding,
if such person acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interest of the Institute,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe that such person’s 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, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person
reasonably believed to be in, or not opposed to, the best interest
of the Institute, and, with respect to the criminal action or proceeding,
had reasonable cause to believe that such person’s conduct
was unlawful.
The
Institute shall 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 by or in the right of the Institute or
procure a judgment in its favor by reason of the fact that such
person is or was Director or officer of the Institute or this Chapter,
or a member of any committee or task force of this Chapter or of
the Institute, against expenses (including attorneys’ fees)
actually and reasonably incurred by such person in connection with
the defense or settlement of such action or suit, if such person
acted in good faith and in a manner such person reasonably believed
to be in, or not opposed to, the best interest of the Institute.
No indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of such person’s
duty to this Chapter and the Institute, unless, and only to the
extent that, a court in which action or suit was brought shall determine
upon application that, despite the adjudication of liability, but
in view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnity for such expenses.
Any amounts payable as indemnification under this Article IX shall
be limited by the amount of money collectible under the Institute’s
insurance coverage.
AMENDMENTS
These Bylaws may be altered, amended or repealed and new bylaws
may be adopted by the affirmative vote of either (i) three-quarters
of all of the members of the Board of Directors, so long as written
notice of any such alterations or amendments is distributed to the
members as soon as possible thereafter, or (ii) two-thirds of the
members entitled to vote. These Bylaws shall be deemed immediately
amended by the action of the Board of Directors of the Institute.
Any amendments hereto must, to be effective, be approved by the
Board of Directors of the Institute.
DISSOLUTION
OF THE CHAPTER
DISSOLUTION
The Chapter shall be dissolved upon adoption of a resolution by
the Board of Directors of the Institute.
RESPONSIBILITY
FOR CARRYING OUT DISSOLUTION
In the event of dissolution of the Chapter, the Board of Directors
of the Chapter or, at the discretion of the Board of Directors of
the Institute, a committee or agent appointed by the Board of Directors
of the Institute, shall be responsible for its liquidation.
DISSOLUTION
OF CHAPTER
In case of dissolution of the Chapter, the Board of Directors of
the Institute shall authorize the payment of all indebtedness of
the Chapter, and arrange for the distribution of the remaining net
assets to the Institute or in such fashion as the Institute may
prescribe in all event in accordance with the applicable provisions
of New York State law and in compliance with tax-exempt organization
requirements under the U.S. Internal Revenue Code.
Approved:
___________________
Executive
Director,
The
Institute of Management Consultants USA, Inc.
Date:
_______________________
Updated
5/5/05
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