Bylaws

Approved November 2023

Article 1: Name and Location

Section 1. Name
The name of this organization shall be IABC Philadelphia, a Pennsylvania not-for-profit organization governed by the Pennsylvania Nonprofit Corporation Law of 1988, as amended.

Section 2. Affiliation
IABC Philadelphia shall be affiliated with the International Association of Business Communicators (IABC), headquartered in Chicago, Illinois, USA.

Section 3. Location
The geographical area served by IABC Philadelphia shall include Southeastern Pennsylvania, Southern New Jersey and Delaware.

Section 4. Tax Status
IABC Philadelphia is a 501(c)4, not-for-profit organization.

Article 2. Mission

IABC Philadelphia empowers its members to be successful communication professionals by providing professional development and career-enhancement opportunities. We provide opportunities to further professional development, network with industry peers, and connect communications professionals with local companies and organizations.

The IABC Philadelphia Chapter provides educational programming, networking, job postings, and volunteer opportunities for its members and non-members. Committed to helping its members advance their professional careers, IABC Philadelphia offers valuable opportunities to students, as well as entry-level, mid-career and executive communicators.

Article 3. Membership

Section 1. Qualification
Membership in this organization shall be composed primarily of professionals who value ethical, effective, efficient communications in their business practices.

Section 2. Code of Ethics
All members of IABC Philadelphia shall agree to, and comply with, the professional behavior and standards of ethical practice guidelines set forth within the IABC Code of Ethics.

Section 3. Service and Participation
Policies governing service and participation for all members shall be determined by the IABC Philadelphia Board of Directors, unless otherwise set forth in the Bylaws.

Section 4. Membership Sections
The International Executive Board and/or the IABC Philadelphia Board of Directors may establish membership sections based on professional, industry, or specialized fields, or other criteria that the International Executive Board may determine from time to time.

Section 5. Types of Membership
IABC Philadelphia memberships are held by individuals, not organizations, and include:

Professional Members: This membership is open to communication professionals in business, industry, not-for-profit organizations, education, government and other organizations; and educators, consultants, and other professionals in the communication field. Regular members of IABC Philadelphia shall be regular members of the International Association of Business Communicators.
Student Members: This membership is open to students of educational institutions, as defined in IABC policy.
Retiree Members: This membership shall be conferred on persons who have retired from the communications field. Retiree Members are considered voting members of IABC Philadelphia. The retiree membership rate is discounted at a cost of $105 annually.

Service and Participation. Policies governing services and participation for all membership categories and sections shall be determined by the International Executive Board, unless otherwise stipulated in these Bylaws.

Section 6. Member Rights

Voting Rights: Voting rights are reserved for Professional Members of IABC Philadelphia.
Open Meetings: Professional members are entitled to attend and observe all meetings of the Association (IABC Philadelphia) and meetings and sessions of all Association Boards, committees, task forces, work groups, and other subgroups. IABC Philadelphia may establish fees for some meetings.
Closed Meetings: Professional members are not entitled to attend sessions of the Executive Board, the IABC Philadelphia special committee groups, or any other governing groups that have been closed in accordance with applicable law, IABC policy, or IABC Bylaws.
Nondiscrimination: IABC Philadelphia does not discriminate based on race, color, religion, creed, gender, gender identity and expression, national origin, or visible and hidden disabilities. Please see Article 4. Nondiscrimination for more details.

Section 7. Duration of Membership, Resignation and Removal
Membership shall be for the period for which dues are paid. All Chapter rights, privileges, and interests of a member in or to IABC Philadelphia shall cease on termination of membership. Any member may be removed from membership by the IABC Philadelphia 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 the termination. The member will have at least 15 days to respond in writing to the IABC Philadelphia Board of Directors for forwarding to the executive committee of the International Association of Business Communicators, which then shall make a final determination.

Section 8. Transfer of Membership
Membership in IABC Philadelphia shall not be transferable or assignable. Membership shall stay with the member regardless of who paid the member dues. If an employer paid for membership and the member leaves to work for another employer, the member retains his or her membership and the former employer may arrange to have a successor assume the remainder of the paid membership, given there are at least three months remaining on the membership. If a member is changing positions within the same organization, this policy does not apply.

Article 4. Nondiscrimination

IABC Philadelphia recognizes the value and power of a diverse community, and is committed to embracing the diversity, equity, equality and inclusion of all people.

IABC Philadelphia shall not deny membership or membership privileges on the basis of race, ethnicity, color, creed, religion, physical ability, visible and hidden disabilities, gender, sexual orientation, age, national origin or language.

In addition, IABC Philadelphia shall not accept an organizational unit that denies membership or membership privileges on the basis of race, ethnicity, color, creed, religion, physical ability, visible and hidden disabilities, gender, sexual orientation, age, national origin or language.

Article 5. Dues

Section 1. Establishment of Dues
Chapter dues and other Chapter fees shall be established by a two-thirds vote of the Board of Directors of IABC Philadelphia.

Section 2. Dues Payment
All professional members must pay applicable International, Region and Chapter dues. Student members and retiree members must pay applicable dues as defined in IABC Philadelphia policy.

Section 3. Cancellation
Members who fail to pay their dues within 60 days after they are due will be removed from our membership roster and thereupon forfeit all rights and privileges of membership.

Section 4. Length of Membership
Membership term is for a minimum of one year. Dues are assessed on a yearly basis.

Section 5. Refunds
No dues shall be refunded to any member whose membership terminates for any reason.

Article 6. Organizational Structure

Section 1. Administrative Year
IABC Philadelphia Chapter’s administrative year shall begin when the incoming Board of Directors and Officers begin their terms and shall end when the next Board of Directors and Officers begin their terms the subsequent year.

Section 2. Chapter Responsibilities
(a) The Chapter is a group of members, meeting the requirements of, and chartered by, the IABC Philadelphia Board of Directors, and is affiliated with IABC and bound by its Bylaws, policies, rules, and the IABC Code of Ethics for Professional Communicators.

(b) The Chapter shall organize itself to serve its members in any appropriate manner that does not contravene the Bylaws, policies, or rules of IABC, or the IABC Code of Ethics for Professional Communicators.

Article 7. Meetings and Voting

Section 1. Regular Meetings
Regular meetings of IABC Philadelphia shall be held on a scheduled basis, as determined
by the Board of Directors. Regular meetings shall be any gathering open to all IABC Philadelphia members
where Chapter business can be conducted if warranted.

Section 2. Special Meetings
The IABC Philadelphia Board of Directors may call special meetings of the membership at any time by sending written or electronic notice of meetings, including time, location and purpose of the meeting, at least one week prior to said meeting to all members.

Section 3. Voting
Those eligible to vote shall be members meeting the requirements of membership as set forth in these Bylaws.

Section 4. Quorum
A quorum of the IABC Philadelphia 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 at least 30% of the total voting membership.

Section 5. Cancellation
The IABC Philadelphia 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 within 30 days of receiving the request for meeting signed by at least 30% of the total voting membership.

Section 6. Rules of Order
IABC Philadelphia shall operate in compliance with all written and stated Bylaws of the International Association of Business Communicators. Meetings and procedures of IABC Philadelphia shall be regulated and controlled according to Robert’s Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by these Bylaws. In addition, notes are required to be taken at all IABC Philadelphia Executive Board meetings. At the beginning of each meeting, a motion to approve the previous Board meeting minutes is started by the President or secretary and requires a majority vote to pass. All meeting minutes are saved in the Chapter’s document storage system.

Article 8. Officers

Section 1. Governing Body
Elected Officers of IABC Philadelphia comprise the Board of Directors, which serves as the governing body of the Chapter.

Section 2. Officers
The Officers of IABC Philadelphia, and the members of the Board of Directors, shall include, but are not limited to: President, President-elect/Executive Vice President, Treasurer/Vice President of Finance, Secretary, Vice President of Membership, Vice President of Programs/Professional Development, and Past President.

The Board also may include leaders for communications, sponsorship, accreditation/certification, student outreach, and/or other areas deemed appropriate for the Chapter. Changes and additions to Board positions may be implemented by a majority vote of the IABC Philadelphia Board of Directors.

Section 3. Qualifications for Office
Any professional member in good standing shall be eligible for nomination and election to office in IABC Philadelphia.

Section 4. Nomination of Officers
(a) Nominees will be drawn from submission by members of IABC Philadelphia.

(b) The President-elect automatically accedes to the office of President. The outgoing President automatically assumes the office of Past President.

(c) Candidates for all other Officers shall be nominated by the Board of Directors, who will confirm eligibility to hold office.

The Nominating Committee shall present its slate to the Executive Board for approval, and copies of the slate shall be sent in writing to all voting members at least 30 days in advance of the final meeting of the calendar year.

Section 5. Election of Officers
Nominees are elected and ratified by simple majority vote of the current Executive Board.

Section 6. Terms of Office
The President shall serve a two-year term, beginning Jan. 1 and concluding Dec. 31 of the following year, or until a successor is duly named/elected. All other Officers shall serve one-year terms, beginning Jan. 1 and concluding Dec. 31 of the following year, or until successors are named/elected, There is no limit to the total or consecutive number of years an individual may serve on the Board, with the exception of the President, who shall be limited to serving two consecutive terms in that role.

Section 7. Vacancies or Removal
Vacancies in any office on the Board of Directors may be filled for the balance of the term by the Board of Directors at any regular or special meeting in accordance with these Bylaws. 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, by two-thirds vote, remove any Officer from office.

Article 9. Duties of Officers

Section 1. President
The President shall serve as the chief executive Officer of IABC Philadelphia for a two-year period, and shall preside over the activities of all Officers and Directors, as well as all standing and special committees of the Chapter and its activities to assure compliance and continuance of IABC’s goals, mission, and direction and to assure accomplishment of Chapter goals and strategies. The President represents the Board and Chapter to the IABC Heritage Region, the IABC Executive Board, and the staff of IABC International.

Section 2. President-Elect/Executive Vice President
The President-elect shall serve as Executive Vice President of IABC Philadelphia; act in the absence of the President; and perform other duties necessary to the office or as prescribed by the President, the Executive Board, and these Bylaws. The President-elect position is a year in training for the President’s position. This Officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Section 3. Treasurer/Vice President of Finance
The Treasurer/Vice President of Finance serves as Chief Financial Officer of the Chapter, overseeing the preparation of an annual budget, collecting and distributing all funds with Board approval, and keeping accurate and complete records of all financial transactions. This Officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Section 4. Vice President of Membership
The Vice President of Membership is responsible for the recruitment and retention of members of the Chapter and shall:

Develop recruitment and retention programs – and communications – for prospective, new and existing members;
Correspond with and welcome/announce new and renewing members;
Provide accurate reports of all prospective members and forward to the Executive Board;
Oversee membership recognition, reward activities and annual networking events;
Maintain membership and prospect database and provide mailing lists, member directories, and name tags as required to meet Chapter needs; and
Serve as liaison with IABC International on matters concerning membership.

The Vice President of Membership may appoint committee membership, member communications, job referral, accreditation, student relations and related functions. This Officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Section 5. Vice President of Programs/Professional Development
The Vice President of Programs/Professional Development shall be responsible for planning, staffing, delivery, and evaluating meetings of the members and special programs to meet members’ needs and the IABC mission. This includes identifying and securing speakers and topics for monthly and special programming, venue arrangements, publicity, professional development communications, and related functions. This Officer is accountable to the President and Executive Board, and is responsible for other duties as assigned.

Section 6. Vice President of Communication
The Vice President of Communication shall be responsible for planning and implementing internal and external communication programs for the Chapter, including: preparing/distributing content to ensure members receive timely and accurate information; promoting events internally/externally via email, website, social media, etc.; managing website and social media accounts; and maintaining event registration lists. The Vice President of Communication also oversees communications with members and outreach to external stakeholders including, but not limited to, other professional associations and the media. This Officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Section 7. Past President
The Past President provides continuity and leadership to new Officers and Directors, provides orientation to the President, and serves on Chapter committees as requested to assure the continuity of Chapter programs. This Officer is accountable to the President and Executive Board and is responsible for other duties as assigned.

Section 8. Secretary
The secretary shall keep a record of all proceedings of the Chapter, distribute those minutes, which includes the Chapter’s historical records. The Secretary shall keep a record of Chapter Bylaws and/or policies, procedures, other documents as prescribed by the President, the Executive Board, and these Bylaws.

Section 9. Board Members at Large
Board members at large shall participate in planning and voting on Chapter activities, and fill in as needed to assist with events and activities.

Article 10. Board of Directors/Executive Board

Section 1. Composition
The Board of Directors/Executive Board of IABC Philadelphia shall consist of the Officers of IABC Philadelphia, as defined in Article 8.

The Chapter’s Executive Board may, at its discretion, appoint long-standing Chapter members as Senior Board members who will be provided with full voting privileges of the Chapter’s Executive Board. In addition, Chapter committee chairpersons, who are members of IABC Philadelphia, will be provided with full voting privileges of the Chapter’s Executive Board.

Section 2. Authority and Responsibility
The IABC Philadelphia Board of Directors shall supervise, control, and direct the affairs of the Chapter; determine its policies within the limits of applicable law, these Bylaws, the IABC Bylaws, and the IABC Articles of Incorporation; uphold the IABC Code of Ethics for Professional Communicators; actively pursue the Chapter’s mission; and supervise disbursement 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.

The Board of Directors shall select a delegate and alternate from among the Chapter President, Past President President-elect and Director-at-Large to cast the Chapter’s vote on IABC issues.

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 written approval from a majority of the Board members.

With permission of the President, members may participate in any meeting of the Board of Directors or any committee of the Board of Directors 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 4. Compensation
No member of the Executive Board shall receive any compensation for services as an Officer or Board member, or for services rendered to the Board, but members may receive reimbursement for certain expenditures incurred on behalf of IABC Philadelphia. The Chapter will coordinate its own paid staff, consultants and vendors, as needed. In line with good business practice, the Chapter is prohibited from paying any sort of compensation to any family member of someone serving on its Board.

Article 11. Unelected Leaders

Section 1. Composition and Selection
For the incoming Board year, the Executive Vice President shall appoint a Secretary and, in collaboration with the incoming Executive Board, establish Director roles as needed to support the goals and operations of the Chapter. These Directors are not elected members of the Executive Board and do not hold the authority, responsibilities, and privileges therein, but together with the Executive Board, comprise the Chapter leadership team. Officers may recommend any member in good standing for a Director role with the President making final selections and appointments.

Section 2. Terms and Term Limits
The Secretary serves a one-year term consistent with the Officers’ Board year. Directors serve up to one-year terms, but may serve shorter assignments as well based on the nature of the responsibility. Members in good standing may serve an unlimited number of terms in the secretary and Director roles.

Section 3. Directors
Directors supervise and contribute to the regular activities of the Chapter as well as take on special projects and other duties as assigned. Directors may be required to submit budgets and reports to the entire Executive Board, but normally have a direct reporting relationship to the Officer responsible for their course of activities or programming.

Section 4. Secretary
The Secretary serves as the official record-keeper of the Chapter, records all actions of the Executive Board and business of the Chapter, and maintains all Chapter papers and records, as well as archives, artifacts, history and displays. The Secretary is accountable to the treasurer and is responsible for other duties as assigned.

Article 12. Standing and Special Committees

Section 1. Committees
The Executive Board, at its discretion, shall appoint and administer standing and special committees necessary to conduct the affairs of IABC Philadelphia. Directors may, with the consent of the Executive Board member under which they serve, form committees, work groups, or task forces of any size, as necessary to accomplish their duties. Members of any such committee, work group, or task force must be members in good standing of IABC or affiliated with partnering organizations in cases of projects undertaken with other groups.

Article 13. Finance

Section 1. Authority
The Board of Directors shall have supervision, control, and direction of the receipts, expenditures, and assets of IABC Philadelphia. The finances of IABC Philadelphia shall be the direct responsibility of the Treasurer/Vice President of Finance. The Treasurer/Vice President of Finance shall issue monthly reports of 1) assets and liabilities, and 2) income and expenditures to the Board and maintain a record of receipts and expenditures according to recognized bookkeeping practices.

Section 2. Fiscal Year
The fiscal year of IABC Philadelphia shall be the same as that of the International Association of Business Communicators (Jan. 1-Dec. 31).

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

Section 4. Bonding
Executive Board members, as determined by the President, shall be bonded in an amount deemed practical by the Board of Directors.

Section 5. Compensation
Officers and members of the leadership team shall not receive any compensation from IABC Philadelphia for their services. See article 10, Section 4, for details.

Section 6. Audits
The accounts of IABC Philadelphia shall be audited by a Certified Public Accountant or an audit committee selected by the Executive Board at least every year. The accountant or committee shall provide a written report to the Executive Board.

Article 14. Operations

Section 1. References
The Chapter shall operate consistent with the Bylaws of IABC and all applicable U.S. federal and applicable state laws pertaining to not-for-profit 501(c)4 organizations.

Section 2. Rules of Order
Unless covered by these Bylaws, meetings and procedures of IABC Philadelphia shall be conducted according to standard business processes with pre-determined agenda items, time for discussion, and voting when necessary.

Section 3. Parliamentary Authority
Chapter meetings and procedures shall be regulated and controlled according to Roberts Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by these Bylaws.

Section 4. Policies
Code of Conduct. IABC Philadelphia and its members and staff, if any, shall abide by the IABC Code of Ethics for Professional Communicators and the Bylaws and policies of IABC. In addition, the Executive Board may, from time to time, make, repeal, or amend rules and a Code of Conduct that shall be binding on IABC Philadelphia members and staff, if any. Any such rules and code may relate to the general regulation of IABC Philadelphia and its members and staff, if any, and may contain procedures necessary or desirable for the proper running and carrying out of the objectives of the Chapter.

Rules, Regulations, and Policies. The Board of Directors may establish rules, regulations, and policies relating to governance, management, operation and administrative procedures of, and provision of services and conferring of honors by, the Chapter. These rules, regulations, and policies shall in no instance contravene or be inconsistent with applicable law, these Bylaws, or the Bylaws, rules, and procedures of IABC International.

Section 5. Duties of Officers, Directors, and Others

Every Officer or Director of IABC Philadelphia, in exercising the powers and discharging the duties of an Officer or Director, shall act honestly and in good faith with a view to the best interests of IABC Philadelphia and the Chapter, and shall exercise the care, diligence, and skill that a person of ordinary prudence would exercise in comparable circumstances.

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 IABC Philadelphia through the insufficiency or deficiency of title to any property acquired for or on behalf of IABC Philadelphia; or for the insufficiency or deficiency of any security in or upon which any of the moneys of IABC Philadelphia 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 IABC Philadelphia 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 applicable law and the regulations thereunder or from liability for any breach thereof.

Indemnity: Subject to applicable law and the Articles of Incorporation, IABC Philadelphia shall indemnify a Director or Officer, a former Director or Officer, or a person who acts or acted at IABC Philadelphia’s request as Director or Officer of a body corporate of which IABC Philadelphia 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 IABC Philadelphia or such body corporate; provided that such person (1) acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the IABC Philadelphia and (2) with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful. IABC Philadelphia shall also indemnify such person in such other circumstances as applicable 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 6. Appointments

The Chapter, from time to time, may deem it necessary to employ paid staff or contractors. A candidate for such a position must be confirmed by an affirmative two-thirds vote of the Chapter Board and may be terminated by a two-thirds vote.

Article 15. Amendments

Section 1. Procedure
These Bylaws may be amended by a two-thirds vote IABC Philadelphia membership. Written notice of the voting procedure and timing must accompany the proposed amendments. 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.

Section 2. Vote
Proposed amendments that meet all qualifications must receive a two-thirds vote of the entire membership for passage. The vote may be conducted at a regular or special meeting or conducted by electronic ballot. A notice of the vote shall be delivered in writing to all Chapter members at least 15 days before the vote is held.

Section 4. Effective Date
These Bylaws/amendments replace all previous documents and shall become effective immediately on the date of the tabulation of all official votes.

Section 5. Subordination
These Bylaws are subordinate to those of IABC International. In the case of any conflict, the Bylaws of IABC International take precedence.

Article 16. Dissolution of the Chapter

Section 1. Inactive Status
The Executive Board holds the discretion to determine whether a Chapter has become inactive. When a Chapter becomes inactive, all funds in the Chapter’s treasury revert to its regional treasury. A receipt for the funds will be sent to the appropriate Chapter leader at the time, with notification to IABC International, as well. If the Chapter reactivates within six months from the date it became inactive, and it can be demonstrated to the regional Board that they have met the criteria for an active Chapter, the money will be returned to the Chapter. If funds are needed to hold an event or run a program within the six-month window to help reinvigorate the Chapter, the region can access the funds from that Chapter’s escrow. If the Chapter does not reactivate within six months, the money should be set aside in a region-level fund for investment in Chapters or Members-at-Large as determined by the regional Board. These Boards have the option of transferring funds to the general IABC International Chapter development fund for use by any group in any region.

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