BYLAWS

Ratified October 2012

Section 1. This organization shall be called the International Institute of Business Analysis, Cincinnati Chapter (hereinafter “the Cincinnati Chapter”).  This organization is a chapter chartered by the International Institute of Business Analysis (hereinafter “IIBA”) and separately incorporated as a non-profit, tax-exempt corporation (or equivalent) organized under the laws of Ohio. 

Section 2. The principal office of the chapter shall be located in Cincinnati in the state of Ohio. 

Section 3. The Cincinnati Chapter is responsible to the duly elected IIBA Board of Directors and is subject to all IIBA policies, procedures, rules and directives lawfully adopted, and as such, the IIBA is authorized and responsible for enforcement. 

Section 4. The Cincinnati Chapter shall meet all legal requirements in the jurisdiction in which the Cincinnati Chapter conducts business or is incorporated/registered. 

Section 5. The bylaws of the Cincinnati Chapter may not conflict with the current IIBA’s Bylaws and all policies, procedures, rules or directives established or authorized by the IIBA Board of Directors as well as with the Cincinnati Chapter’s Charter with IIBA. The Cincinnati Chapter may not impose any requirements on Chapter membership other than requirements provided by the IIBA By-Laws. 

Section 6. The terms of the Charter executed between the Cincinnati Chapter and IIBA, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder.

Article II – Purpose: 

Section 1. The objectives of the Cincinnati Chapter are to: 

A.    Champion Business Analysis (BA) excellence by building alliances in the community to promote BA as a profession.

B.    Create BA practitioners and leaders who deliver organizational results.

C.    Build and capitalize on linkages that unify those impacted by BA.  

Article III – Membership: 

Section 1. Membership in this organization is voluntary and shall be open to any eligible person interested in furthering the purposes of the organization.  Membership shall be open to all eligible persons without regard to race, creed, color, age, gender, marital status, national origin, religion, ancestry, citizenship, family status, sexual orientation or physical or mental disability. 

Section 2. Membership in the Cincinnati Chapter requires membership in IIBA.  The Cincinnati Chapter shall not accept as members any individuals who have not been accepted as IIBA members, and shall not create its own membership categories. 

Section 3. All members in good standing can vote and hold office in the Cincinnati Chapter. 

Section 4. Members shall be governed by and abide by the IIBA Bylaws and by the bylaws of the Cincinnati Chapter and all policies, procedures, rules and directives lawfully made thereunder. 

Section 5. All members shall pay the required IIBA and Component membership dues to IIBA and, in the event that a member resigns, IIBA or the Cincinnati Chapter shall not refund membership dues. 

Section 6. Membership in the Cincinnati Chapter shall terminate upon the member’s resignation, failure to pay dues or expulsion from membership for just cause. 

Section 7. Members who fail to pay the required dues for three (3) months shall be delinquent and their names removed from the official membership list of the Cincinnati Chapter.  A delinquent member may be reinstated by payment in full of all unpaid dues for IIBA and the Cincinnati Chapter to IIBA. 

Section 8. Upon termination of membership in the Cincinnati Chapter, the member shall forfeit any and all rights and privileges of membership. 

Section 9. The membership database and listings provided by IIBA to the Cincinnati Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Cincinnati Chapter, consistent with IIBA policies. 

Section 10. Chapter members must be in good standing of IIBA and adhere to the IIBA "Member Code of Ethical Conduct and Professional Standards" ("Code").  The authority and responsibility for enforcement of the Code with respect to IIBA members rests with IIBA.

Article IV – Officers:

Section 1. The Cincinnati Chapter shall have eight (8) elected officers to serve in the following positions: President, Vice President of Finance, Vice President of Administration, Vice President of Certification, Vice President of Marketing and Communication, Vice President of Membership, Vice President of Professional Development, and Vice President of Sponsorship.  The officers will serve staggered two-year terms with one-half of the officers elected each year. 

Section 2. All officers shall be members in good standing of IIBA and of the Cincinnati Chapter.  All officers will serve a two-year term, commencing from the date of installation. To ensure continuity, upon election, new officers will immediately become non-voting members of the Board of Directors and will serve as "understudies" of their predecessor officers, until such time their term begins.   

Section 3. Officers shall be eligible to stand for election to a position held in the past, with the limitation of two consecutive sessions.  Officer positions may be created or eliminated by the Board of Directors, as deemed necessary to conduct the business of the Cincinnati Chapter.  Non-elected, and/or non-voting officer positions may be established and filled by a majority decision of the current Board.  Elected officer positions are similarly established and filled but must be voted on at the next scheduled election along with the approval of the by-laws change. 

Section 4.  The President should (must if possible) have served a term in a Cincinnati Chapter officer position and must have shown a substantial commitment to the organization, both in terms of results and participation in Board of Directors meetings and chapter scheduled events.  The Vice President of Finance shall assist the President with operations and planning and represent the chapter in the absence of or at the request of the President.   

Section 5. The President shall be the chief executive office for the Cincinnati Chapter and of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board.  The President shall also serve as a member ex-officio with the right to vote on all committees except the Nominating Committee. 

Section 6. The Past President shall provide advice and counsel to the President and Board, as well as coordinate the annual election process. 

Section 7. The Vice President of Administration shall keep the chapter records and those of all business meetings of the Cincinnati Chapter and meetings of the Board. 

Section 8. The Vice President of Finance shall oversee the management of funds for duly authorized purposes of the Cincinnati Chapter. 

Section 9. The Vice President of Certification shall oversee all activities related to the IIBA certification program of eligible members and practice standards.  

Section 10. The Vice President of Professional Development shall organize a minimum of three (3) educational sessions (e.g., workshop, seminar) each year.  The general format shall be structured to provide participants an opportunity for advancing their skills in business analysis. He/she shall also organize a minimum of six (6) chapter meetings per year.  The general format will include a social period, brief business meeting, and an information program on a subject relative to business analysis.  Meeting format may be modified with Board approval.    

Section 11. The Vice President of Membership shall oversee all activities related to the recruitment and retention of eligible members. 

Section 12. The Vice President of Marketing and Communications shall maintain the Chapter website and deliver timely notices to the membership of all scheduled activities and general meetings, including their location, date, time and subject matter, as well as all other chapter business that requires notification to the membership.   

Section 13. The Vice President of Sponsorship shall oversee all activities related to the recruitment and retention of sponsors for the Cincinnati Chapter.     

Article V - Board of Directors: 

Section 1. The Cincinnati Chapter shall be governed by a Board of Directors (Board).  The Board shall be responsible for carrying out the purposes and objectives of the non-profit corporation. 

Section 2.  The Board shall consist of the Officers of the Cincinnati Chapter. 

Section 3. A minimum of six (6) Board meetings shall be held each year. 

Section 4. The Board shall exercise all powers of the Cincinnati Chapter, except as specifically prohibited by these bylaws, the IIBA Bylaws and policies, and the laws of the jurisdiction in which the organization is incorporated.  The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these bylaws and IIBA Bylaws and policies, and to exercise authority over all Cincinnati Chapter business and funds. 

Section 5.  The Board shall meet at the call of the President, or at the written request of three (3) members of the Board direct to the Vice President of Administration.  A quorum shall consist of no less than one-half of the membership of the Board at any given time.  Each member shall be entitled to one (1) vote.  During the period from election to installation, newly elected Officers will only vote in the absence of the incumbent or if the incumbent has given his/her proxy to vote as directed.  At its discretion, the Board may conduct its business by teleconference, email, facsimile or other legally acceptable means.  Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. 

Section 6. The Board shall declare an officer position to be vacant where an officer ceases to be a member in good standing of IIBA or of the Cincinnati Chapter by reason of non-payment of dues, if the officer fails to attend two (2) consecutive Board meetings, or if the officer does not actively participate in chapter activities.  An officer may resign by submitting written notice to the President.  Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board of the written notice.   

Section 7.  An officer may be removed from office for just cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.  

Section 8.  The reasons for removal of an officer pursuant to Section 7 above must be provided to the officer in question at least ten (10) days in advance of the meeting in which the removal of the officer is proposed, and such officer shall be entitled to respond to the reasons set forth at such meeting.

Section 9. If any officer position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position.  In the event the President is unable or unwilling to complete the current term of office, a special Chapter election will select the presiding officer for the remainder of the term.

Article VI – Nominations and Elections:

Section 1. Elections shall be conducted annually for one-half of the Officers in accordance with the terms of office specified in “Article IV, Section 1 and Article V, Section 2.  All voting members in good standing of the Cincinnati Chapter shall have the right to vote in the election.  Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, ancestry, citizenship, family status, sexual orientation, physical or mental disability, or unlawful purpose is prohibited.   

Section 2. The election process will be completed by May 31 of the election year.  Candidates who are elected shall take office on the first day of September following their election, at the latest, and shall hold office for the duration of their terms or until their successors have been elected and qualified.   

Section 3.  A Nominating Committee shall consist of the Past President, who shall chair the Committee, and a minimum of two members as agreed to by the Board. The Committee shall prepare a slate containing nominees for each Board position up for election and shall determine the eligibility and willingness of each nominee to stand for election.  Names shall not be placed on the ballots unless nominee has agreed to serve if elected.  The election process and directions shall be communicated to all chapter members in good standing with adequate time (no less than two weeks) to cast their votes. Elections shall be conducted by mail, in person at a chapter meeting, or electronic ballot to all voting members in good standing.  The candidate who receives a majority of votes cast for each office shall be elected.  Ballots shall be counted by the Vice President of Administration. The results of the balloting shall be given to the Nominating Committee.  Results of the balloting will be announced to the Board within one week of the close of the balloting and to the general membership at the next scheduled Chapter meeting (prior to the new officers taking office).

Section 5.  Should the Chapter encounter a situation where candidates do not volunteer to serve the Chapter's Officers currently due for re-election, the Nominating Committee shall determine next steps for the election process, while adhering to the IIBA By-Laws. 

Article VII – Committees: 

Section 1. The Board may authorize the establishment of standing or temporary committees to advance the purposes of the organization.  The Board shall establish a charter for each standing committee, which defines its purpose, authority and outcomes.  Committees are responsible to the Board. 

Section 2.  All committee members and a chairperson for each committee shall be appointed by the President with the approval of the Board.  Committee members may be appointed from the membership of the organization. 

Section 3. Standing Committee – The Strategic Planning Committee shall consist of the Board of Directors and will be chaired by the President.  The Committee is responsible for the annual review of the Strategic Plan, the development and execution of Operational Plans, and the tracking of progress against those Plans.

Article VIII – Finance: 

Section 1. The fiscal year of the Cincinnati Chapter shall be from 1 January to 31 December. 

Section 2. Annual Chapter membership dues shall be set by the Board and communicated to IIBA in accordance with policies and procedures established by the IIBA Board of Directors. Annual Chapter dues are due at the start of the Chapter fiscal year, January 1st. 

Section 3. The Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities. 

Section 4. Persons current on dues are considered “members in good standing.”

Section 5. Fees will be assessed for chapter meetings, workshops, classes, seminars, conferences or similar events, as voted on and approved by the Board.

Article IX – Meetings of the Membership: 

Section 1. A minimum of six (6) chapter meetings shall be held each year on a date and at a place approved by the Board.   

Section 2. Special meetings of the membership may be called by the President, by a majority of the Board, or by petition of ten percent (10%) of the voting membership directed to the President.  

Section 3. Notice of all special meetings shall be sent by the Board to all members at least fourteen (14) days in advance of the meeting.  Action at such meetings shall be limited to those agenda items contained in the notice of the meeting. 

Section 4. A quorum at all special meetings of the Cincinnati Chapter shall be ten percent (10%) of the voting membership in good standing, present in person. 

Article X – Inurement and Conflict of Interest:

Section 1. No member of the Cincinnati Chapter shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the Cincinnati Chapter, except as otherwise provided in these bylaws. 

Section 2. No officer, director, appointed committee member or authorized representative of the Cincinnati Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board.  However, the Board may authorize payment by the Cincinnati Chapter of actual and reasonable expenses incurred by an officer, director, committee member or authorized representative regarding attendance at Board meetings and other approved activities. 

Section 3. Cincinnati Chapter may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of Cincinnati Chapter and any corporation, partnership, association or other organization in which one or more of Cincinnati Chapter’s directors, officers, appointed committee members or authorized representatives are: directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met: 

A.    the facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the board of directors prior to commencement of any such contract or transaction;

B.    the board in good faith authorizes the contract or transaction by a majority vote of the directors who do not have an interest in the transaction or contract;

C.    the contract or transaction is fair to Cincinnati Chapter and complies with the laws and regulations of the applicable jurisdiction in which Cincinnati Chapter is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the board of directors. 

Section 4. All officers, directors, appointed committee members and authorized representatives of the Cincinnati Chapter shall act in an independent manner consistent with their obligations to the Cincinnati Chapter and applicable law, regardless of any other affiliations, memberships, or positions. 

Section 5. All officers, directors, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the Cincinnati Chapter has entered, or may enter, into contracts, agreements or any other business transaction, and shall refrain from voting on, or influencing the consideration of, such matters. 

Article XI – Indemnification: 

Section 1. In the event that any person who is or was an officer, director, appointed committee member and authorized representative of the Cincinnati Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Cincinnati Chapter, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the corporation), such representative may be indemnified against reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated.  Where the representative has been successful in defending the action, indemnification is mandatory. 

Section 2. Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted only when consistent with the requirements of applicable law, and upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in these bylaws. 

Section 3. To the extent permitted by applicable law, the Cincinnati Chapter may purchase and maintain liability insurance on behalf of any person who is or was a director, officer, employee, trustee, agent or authorized representative of the Cincinnati Chapter, or is or was serving at the request of the Cincinnati Chapter as a director, officer, employee, trustee, agent or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise. 

Article XII – Amendments:

Section 1. These By-Laws may be amended by two-thirds (2/3) vote of the voting membership in good standing present at an annual meeting of the Cincinnati Chapter duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail or electronic ballot returned within thirty (30) days of the date by which members can reasonably be presumed to have received the ballot.  If the vote is to take place at a meeting, notice of proposed changes shall be sent in writing to the membership at least thirty (30) days before such meeting. 

Section 2. Amendments may be proposed by the Board on its own initiative, or upon petition by ten percent (10%) of the voting members in good standing addressed to the Board.  All such proposed amendments shall be presented by the Board with or without recommendation. 

Section 3. All amendments must be consistent with IIBA’s By-Laws and the policies, procedures, rules and directives established by the IIBA Board of Directors, as well as with the Cincinnati Chapter’s Charter with IIBA.

Article XIII – Dissolution:

Section 1. Should the Cincinnati Chapter dissolve for any reason, its assets shall be dispersed to a charitable organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.