Print Page  |  Contact Us  |  Your Cart  |  Sign In  |  Join IMC USA
Philadelphia Chapter Bylaws
Group HomeGroup HomeGroup PagesDirectory & Features Join Group

 

 

 

 

BYLAWS

of the

INSTITUTE OF MANAGEMENT CONSULTANTS USA, INC.

PHILADELPHIA CHAPTER

 

 

 

 

 

                                                                                                                                                                        ARTICLE I.
GENERAL PROVISIONS

SECTION 1.                    NAME

The name of the organization shall be the Institute of Management Consultants USA, Philadelphia Chapter (the “Chapter”).

SECTION 2.                      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.

SECTION 3.                      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.

The Chapter's Mission is to provide consultants to management in the Greater Delaware Valley an opportunity to:

·         Improve their technical, consulting and practice management skills.

·         Increase the professionalism and ethical standards of their work.

·         Increase public awareness of the management consulting profession and the "CMC" designation.

·         Demonstrate their commitment to these goals by joining the IMC and ultimately becoming certified.

·         Network with other consultants and organizations.

 

SECTION 4.                      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.

                                                                                                                                                                      ARTICLE II.
MEMBERS

SECTION 1.                      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.

SECTION 2.                      ANNUAL MEETING

The Annual Meeting of the Chapter for the announcement 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, excluding the cost of dinner, if necessary.  (Section Amended 3/27/2006)

 

SECTION 3.                      SPECIAL MEETINGS

Special Meetings of the members may be called by the Board of Directors at any time, or shall be called by the Chair 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 two (2) 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.

SECTION 4.                      NOTICES

At least thirty (30) days before the Annual Meeting, the 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.

SECTION 5.                      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.

SECTION 6.                      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.

SECTION 7.                      RULES

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.

SECTION 8.                      MINUTES OF MEETINGS

Minutes of the Annual Meeting and any Special Meetings shall be kept by the Secretary and copies thereof shall promptly, upon approval, be furnished to the Executive Director of the Institute.

                                                                                                                                                                    ARTICLE III.
BOARD OF DIRECTORS

SECTION 1.                      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.

SECTION 2.                      COMPOSITION

The Board of Directors shall consist of such number of members as the Board may from time to time designate.  The Immediate Past President shall be a member of the Board of Directors.  (Section Amended 4/9/2004)  

SECTION 3.                      SERVICE AND TERM (Title Amended 3/27/2006)

This Section shall be reviewed by the Board of Directors from time to time, when needed.  

Annually, the Board of Directors will issue a call for Board nominations and volunteers to serve on the Board.  Directors serve on a volunteer basis, and shall be confirmed annually by a vote of the Board of Directors  All Directors shall volunteer each year to serve for a term of one (1) year, or until their successors have been elected and have assumed office. 

If two or more people volunteer for the same position, the Secretary will discuss with the volunteers and try to resolve.  If this mediation is unsuccessful, then the Director position will be decided by a blind drawing of straws witnessed by at least two other current Board Members, one of which must be the current Secretary or President.  (Section Amended 3/27/2006)

SECTION 4.                      CONTINUATION OF SERVICE  (Title Amended 3/27/2006)

There is no service term limit for members of the Board of Directors.

SECTION 5.                      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.

 

SECTION 6.                      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 consent.

SECTION 7.                      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.

SECTION 8.                      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.

                                                                                                                                                                    ARTICLE IV.
COMMITTEES OF THE BOARD

SECTION 1.                      COMMITTEES

The Board of Directors may create such committees as may be deemed desirable.  The members of such committees shall be appointed by the President, with the consent of the Board of Directors.  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:

(a)                Amending, altering or repealing these Bylaws;

(b)                Electing, appointing or removing any member of such committee or any director, officer or member of the Chapter;

(c)                Adopting a plan of merger or adopting a plan of consolidation with another association;

(d)                Authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Chapter;

(e)                Authorizing the voluntary dissolution of the Chapter, revoking proceedings therefore, or adopting a plan for the distribution of the assets of the Chapter;

(f)                 Appointing committees of the Board of Directors; or

(g)                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.

SECTION 2.                      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.

                                                                                                                                                                       ARTICLE V.
OFFICERS

SECTION 1.                      VOLUNTEER OFFICERS

The volunteer officers of the Chapter shall be a President, at least one Vice President, a Secretary and a Treasurer and such other officers as the Board of Directors may from time to time establish.  Officers shall be announced to the members at the Annual Meeting and serve until their successors have assumed office.  Officers shall assume office immediately after the Annual Meeting.  (Section Amended 3/27/2006)

SECTION 2.                      TERM OF OFFICE

Officers shall serve until the next Annual Meeting, or until they are removed or resign.  Officers may volunteer for successive one-year terms following their initial election.  Appointed officers shall serve at the pleasure of the President.  The Board of Directors may remove any appointed officer from office at any time.  (Section Amended 3/27/2006)

SECTION 3.           SUCCESSION OF OFFICERS   (Section Inserted 12/08/2006)

 

At the Annual Meeting, the succession of officers will occur as follows:

§         The president will become the immediate past president

§         The vice president will become the president

§         The program chair will become the vice president

§         The vice president – membership will become the program chair

§         A new individual will become the vice president – membership

Any vacancies that occur during the year will be addressed as specified in Section 4, below

SECTION 4.         VACANCIES

A vacancy in any elected office may be filled by the Board of Directors for the unexpired portion of the term.

                                                                                                                                                                    ARTICLE VI.
DUTIES OF OFFICERS

SECTION 1.                      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.

SECTION 2.                      VICE PRESIDENTS

A Vice President shall execute such duties and responsibilities as the President or Board of Directors may assign.

SECTION 3.                      TREASURER

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.

SECTION 4.                      SECRETARY

The Secretary 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.

                                                                                                                                                                  ARTICLE VII.
FINANCES

SECTION 1.                      FISCAL YEAR

The fiscal year shall be as established by the Board of Directors of the Institute.

SECTION 2.                      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.

SECTION 3.                      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.

SECTION 4.                      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.

SECTION 5.                      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.

SECTION 6.                      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.

SECTION 7.                      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.

                                                                                                                                                                ARTICLE VIII.
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.

                                                                                                                                                                    ARTICLE IX.
INDEMNIFICATION

 

(a)                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.

(b)                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.

(c)                Any amounts payable as indemnification under this Article IX shall be limited by the amount of money collectible under the Institute’s insurance coverage.

                                                                                                                                                                       ARTICLE X.
AMENDMENTS

These Bylaws may be altered, amended or repealed and new bylaws may be adopted by the affirmative vote of either (i) seventy per cent (70%) 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.  (Section Amended 3/27/2006)

                                                                                                                                                                    ARTICLE XI.
DISSOLUTION OF THE CHAPTER

SECTION 1.                      DISSOLUTION

The Chapter shall be dissolved upon adoption of a resolution by the Board of Directors of the Institute

 

SECTION 2.                      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.

SECTION 3.                      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:                                                                           

 

Community Search
Sign In
Sign In securely
IMC USA Calendar

12/8/2017
IMC DFW - The Consultant's Workshop : - Dec 8

12/14/2017
IMC GA: International Business and Holiday Social

Message from the Chair