Bylaws

INSTITUTE OF MANAGEMENT CONSULTANTS USA, INC.
BYLAWS 

ARTICLE I. NAME

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

ARTICLE II. PURPOSE

The purpose of the Institute shall be to promote excellence and ethics in management consulting through certification, education, and professional resources.

ARTICLE III. MEMBERSHIP

SECTION 1. QUALIFICATIONS. Management consulting professionals, firms, and others interested in furthering the professionalism and ethics of consulting and who agree to comply with the standards of the Institute, including the Code of Ethics, shall be eligible for membership.

SECTION 2. MEMBERSHIP CATEGORIES. The Board of Directors may from time to time establish such classes and categories of membership, based on such distinctions, designations, rights, and privileges that it finds appropriate to carry out the goals and purposes of the Institute.

SECTION 3. DUTIES OF MEMBERS. It shall be the duty of all members to support the mission and purpose of the Institute, to abide by the provisions of these bylaws, and to comply with the Code of Ethics of the Institute.

SECTION 4. DUES AND FEES. All member fees, dues, and any assessments and manner of their payment with respect to the Institute shall be determined by the Board of Directors. 

SECTION 5. TERMINATION OF MEMBERSHIP. Members who resign, fail to pay their dues when due, or are expelled for breach of the Institute's Code of Ethics shall automatically cease to be members, and shall no longer be entitled to enjoy any of the rights and privileges of membership.

SECTION 6. REINSTATEMENT. Any member who has resigned or been expelled may petition the Board of Directors for reinstatement. The Board of Directors, in its sole and absolute discretion, may grant or deny requests for reinstatement. The decision of the Board of Directors shall be final.

ARTICLE IV. OFFICERS

SECTION 1. OFFICERS.

A.  The officers of the Institute shall be a Chair, Chair-Elect, Secretary and Treasurer.

B.  The Chair-Elect automatically succeeds to the office of Chair at the end of the current Chair’s term.

C.  The Executive Director shall serve as the Secretary and shall serve ex officio without voting privileges. 

SECTION 2. DUTIES. The officers shall perform the duties prescribed by these bylaws, the Policy and Procedures Manual and adopted parliamentary authority. The Board of Directors or the membership may assign additional duties.

SECTION 3. TERMS.

A.  The term of office shall begin at the close of the annual meeting at which the election takes place.

B.  The Treasurer shall serve a term of two (2) years or until a successor is elected.

C.  The Chair and Chair-Elect shall serve for a single one (1) year term or until their successors are elected.

D.  The Treasurer may serve no more than two (2) consecutive terms in the same office.

SECTION 4. VACANCIES.

A.  A vacancy in the office of Chair shall be filled by the Chair-Elect, who may serve as Chair for the succeeding term of office.

B.  The Board of Directors shall fill a vacancy in the office of Chair-Elect by a majority vote. The vacancy shall be filled for the remainder of the unexpired term. A Chair-Elect who fills a vacancy shall not automatically succeed to the office of Chair. In such case both Chair and Chair-Elect shall be elected for the next term.

C.  The Board of Directors shall fill a vacancy in the office of Treasurer by a majority vote. The vacancy shall be filled for the remainder of the unexpired term.

SECTION 5. REMOVAL. Officers may be removed or suspended from office pursuant to applicable law. Any officer removed from office may not re-apply for any officer position for a period of three years.

ARTICLE V. MEETINGS OF MEMBERS

SECTION 1. ANNUAL MEETING. The Annual Meeting of the members of the Institute shall be held at a time and place designated by the Board of Directors. Any member may attend the Annual Meeting at no charge, at his or her own expense.

SECTION 2. SPECIAL MEETINGS. Special Meetings of the members of the Institute may be called by the Chair, the Board of Directors, or shall be called upon written request of ten percent (10%) of the members entitled to vote at such meeting, within fifteen (15) days after the filing of such written request with the Secretary. Special Meetings of the members shall then be held not less than thirty (30) days nor more than ninety (90) days from the date they are called, and shall be held at a time, date, and location designated by the Chair. The business to be transacted at each Special Meeting shall be stated in the notice of the meeting, and no other business may be considered at that meeting.

SECTION 3. MEETING FORMAT. If authorized by the Board of Directors, annual, regular, and special meetings of the members may be conducted by any means of communication by which all participating members may simultaneously communicate during the meeting, or as otherwise permitted in compliance with law, and pursuant to the guidelines and procedures adopted by the Board of Directors. A member participating in a meeting by this means is deemed to be present in person.

SECTION 4. NOTICE. No more than fifty (50), nor less than thirty (30), days preceding any annual or special meeting of the members, written notice of the meeting shall be given to all voting members personally, by mail, by electronic mail, or by other means permitted by law. The date of notice shall be the record date for the determination of those members entitled to vote at that meeting.

SECTION 5. VOTING AND PROXIES. At all annual and special meetings of the members, each member shall be entitled to one 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 for in these bylaws, a majority vote of the members, present and voting in person or by proxy when a quorum is present, shall govern.

SECTION 6. QUORUM. At any annual or special meeting of the members, a quorum shall consist of that number of members who in the aggregate amongst them hold at least (i) one hundred (100) votes or (ii) ten percent (10%) of the total number of votes entitled to be cast, whichever is less, who are present in person or by proxy. No business except presentation of officer and committee reports and adjournment may be transacted in the absence of a quorum.

ARTICLE VI. BOARD OF DIRECTORS

SECTION 1. COMPOSITION. The Board of Directors shall be composed of the Chair, Chair-Elect, Secretary, Treasurer, Immediate Past Chair, and five (5) elected directors, the majority of which shall be CERTIFIED MANAGEMENT CONSULTANTS®.

SECTION 2. POWER AND AUTHORITY. The Board of Directors shall have full power and authority over the affairs of the Institute except election of the Officers and Directors.

SECTION 3. ELECTION. The election of Officers and Directors shall take place at the annual meeting by ballot vote, which may be an electronic ballot. If any position is uncontested, the election may be by a voice vote or by acclamation. A majority vote is required for election.

SECTION 4. TERMS.

A.  Terms of the Directors shall begin at the close of the annual meeting.

B.  Terms of the Directors shall be for three years or until their successors are elected and have assumed office.

C.  Directors shall serve no more than two (2) consecutive terms and shall not be eligible for election as a Director again until at least two (2) years have elapsed.

D.  The terms of Directors shall be staggered.

E.   More than half a term served constitutes a full term. 

SECTION 5. MEETINGS OF THE BOARD OF DIRECTORS.

A.  Regular meetings. There shall be at least three (3) regular meetings of the Board of Directors during each fiscal year.

B.  Special meetings. Special meetings may be called by the Chair or the Executive Committee and shall be called upon the written request of five (5) members of the Board. The purpose of the meeting shall be stated in the call to meeting. Notice of the meeting must be given at least five (5) days in advance.

C.  Electronic meetings. Any regular or special meeting of the Board may be conducted by any means of communication by which all participating members may simultaneously hear each other during the meeting, or as otherwise permitted in compliance with law. A member participating in a meeting by this means is deemed to be present in person. 

SECTION 6. QUORUM. A majority of the Board of Directors shall constitute a quorum at any meeting of the Board of Directors.

SECTION 7. MANNER OF ACTING; VOTING. Members of the Board of Directors must personally exercise their own votes. Voting rights of Board members shall not be delegated to another or exercised by proxy. The Board of Directors may act only in a duly called and constituted meeting. Action may also be taken by the Board of Directors without a meeting by unanimous written consent.

SECTION 8. NOMINATIONS AND ELECTION.

A.  A Nominating Committee of five (5) members shall be appointed by the Chair with the approval of the Board of Directors. No more than three (3) of the members of the Nominating Committee may be members of the Board of Directors. It shall be the duty of the Nominating Committee to nominate at least one (1) candidate for each position to be filled at the annual meeting. The Nominating Committee shall report the names and qualifications of the candidates to the membership at least sixty (60) days before the annual meeting.

B.  In order to preserve staggered terms, the Nominating Committee may nominate members for one (1), two (2), or three (3) year terms.

C.  Election shall be by ballot with a majority vote required for election.

SECTION 9. VACANCIES ON THE BOARD OF DIRECTORS. Any elected Director’s vacancy may be filled by a majority vote of the remaining members of the Board. A Director elected to fill a vacancy shall hold the position until the next annual meeting of the members or until his or her successor is elected or appointed. In the event of the Immediate Past Chair being unable to serve, a recent past Chair may be appointed to fill the position.

SECTION 10. EXECUTIVE COMMITTEE. The Board of Directors may establish an Executive Committee consisting of the officers and the Immediate Past Chair. The Executive Committee shall oversee the financial affairs and administrative work of the Institute, and shall act on behalf of the Board of Directors, between meetings of the Board of Directors.

SECTION 11. REMOVAL OF DIRECTORS.

A. Directors may be removed or suspended from office pursuant to applicable law. 

B. Any Director who is unexcused by the Chair and who fails to attend two (2) regular Board of Director meetings in any twelve (12) month period is automatically removed from the Board of Directors.

ARTICLE VII. CERTIFICATION

 SECTION 1. QUALIFICATIONS.

A. Individuals who meet the standards of education, experience, competence, and character as prescribed by the Board of Directors shall be certified as a Certified Management Consultant® upon satisfactorily completing the assessment procedures prescribed by the Board of Directors and shall be entitled to use the CMC® and Certified Management Consultant® certification marks, and other certifications and marks on such terms and conditions as may be prescribed by the Board of Directors.

B. Firms or organizations which meet the standards of a certified firm, or such other certifications and marks as prescribed by the Board of Directors, shall be allowed to use the Certified Management Consulting FirmTM certification mark and other certifications and marks, on such terms and conditions as may be prescribed by the Board of Directors.

SECTION 2. RULES AND CERTIFICATION. The Board of Directors shall promulgate and adopt such rules, regulations, and prerequisites for certification of individuals, firms, and organizations and for the use of marks associated with those certifications.

SECTION 3. RECIPROCITY. The Institute agrees to accept the principle of reciprocity between the Institute and any other member institute recognized by the International Council of Management Consulting Institutes (ICMCI) as a full member. Reciprocity for the CMC® includes the privileges, rights, and responsibilities as outlined by the standards and guidelines of ICMCI.

ARTICLE VIII. CODE OF ETHICS

SECTION 1. CODE OF ETHICS. The Institute, through its Board of Directors, shall adopt and maintain a Code of Ethics to which all members shall subscribe and adhere, that reflects the standards of the Institute, its members and the consulting profession at large.

SECTION 2. ENFORCEMENT OF THE CODE OF ETHICS. The Institute shall enforce its Code of Ethics by means of such procedures as may be adopted by the Board of Directors. Such procedures shall be published by the Institute.

ARTICLE IX. COMMITTEES

SECTION 1. COMMITTEES. The Board of Directors shall create standing and special committees as deemed necessary for the operation and administration of the Institute. The Chair of the Institute shall appoint the chairs and members of the committees with the approval of the Board of Directors. The Chair of the Institute shall serve ex officio as a member of all committees except the Nominating Committee. Appointments to a standing committee shall be for one term.

SECTION 2. STANDING COMMITTEES.

A.  Finance and Audit Committee.

1.   The Finance and Audit Committee shall oversee the finances, policies, and procedures of the Institute, and prepare the annual budget for approval by the Board of Directors. The committee shall be composed of at least three members of the Institute. The Treasurer shall serve as the chair of the committee.

2.   An annual review or audit of the accounts of the Institute shall be made either by an independent certified public accountant or a firm of independent certified public accountants recommended by the Finance and Audit Committee and approved by the Board of Directors.

B.  CMC Certification Committee. The CMC Certification Committee shall manage the CERTIFIED MANAGEMENT CONSULTANT® certification policies and procedures, the CERTIFIED MANAGEMENT CONSULTANT® and CMC® certification marks, and the Certified Management Consultant FirmTM certification mark. It is the duty of this committee to establish standards and awards of certifications with the approval of the Board of Directors.

ARTICLE X. CHAPTERS AND SPECIAL INTEREST GROUPS

SECTION 1. CHAPTERS.

A. Purpose. For the purpose of affording members of the Institute a greater opportunity for cooperation and discussion of administrative and business problems of the particular aspects of the consulting business in which they are individually interested, the Board of Directors may establish chapters as internal governance units of the Institute.

B. Charter. The Board of Directors shall be authorized to grant charters for the establishment of chapters. Chapters shall adhere to all applicable policies, procedures, chapter operating procedures, and practices of the Institute. The Board of Directors may revoke the charter of any chapter according to procedures in the Policy and Procedures Manual.

C.  Chapter Officers and Committees. Chapters may elect a Chapter President and other chapter officers, as well as create and appoint committees, but may not levy dues or establish membership requirements or privileges without the express approval of the Board of Directors.

D.  Chapter Meetings. Membership and attendance at any meeting of a chapter shall be open to all members of the Institute.

E.   Policies and Procedures. Chapters shall meet the minimum standards required according to the procedures in the Policy and Procedures Manual. Chapters shall operate within their charter, operating procedures, and guidance of the Board of Directors only. Chapters may not establish additional guidelines or governing documents without the express approval of the Board of Directors.

SECTION 2. SPECIAL INTEREST GROUPS. The Board of Directors may establish special interest groups for the purpose of networking, sharing ideas, and member education. The Chair shall appoint a member of the Institute to serve as a facilitator for any such special interest group. 

ARTICLE XI. PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Institute in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order that may be adopted by the Board of Directors.

ARTICLE XII. AMENDMENTS

These bylaws may be amended at any regular or special meeting of the Board of Directors by a two-thirds (2/3) vote. The amended bylaws shall be published to the membership within thirty days of adoption.