The following form our chapter’s constitution as of June 18, 2013.
Article one: Name
The name of this organization shall be IABC Maritime Canada. This organization, herein referred to as the Chapter, shall be affiliated with IABC/AIPC Canada East Region/Région de l’Est du Canada (International Association of Business Communicators/L’Association Internationale des professionnels de la communication), and the parent organization, IABC (International Association of Business Communicators), headquartered in San Francisco, USA.
Article two: Purpose and objectives
The purpose of the Chapter shall be to enable a network of communicators working in diverse industries and disciplines to identify, share and apply effective communication practices. The Chapter is part of IABC, which is recognized as the professional association of choice for communicators who aspire to excel in their chosen fields.
This purpose shall be carried out in accordance with the objectives noted in the constitutions and bylaws of IABC and IABC Canada East Region/AIPC Region Est du Canada.
Article three: Membership and dues
Membership shall be in any one of the classifications outlined in the bylaws and policies of IABC, the parent organization. All members of the Chapter shall have benefits in addition to those provided by the parent organization and Canada East Region as determined and provided by the Chapter’s Board and committees.
Only members may serve on the Executive Committee and Chapter Board, or vote at the Annual General Meeting.
Membership dues are collected by or forwarded to IABC World Headquarters, which rebates designated portions back to the region and the Chapter.
Chapter dues may be established or changed by a two-thirds vote of the Chapter Board. If approved, the change shall take effect on the first day of the following Board fiscal year.
Article four: Governance structure
The affairs of the Chapter shall be administered by a Chapter Board. The term of office, and the Chapter’s fiscal year, shall commence on July 1 and end on June 30 the following year.
The following shall form the Executive Committee of the Chapter Board:
- Immediate Past President
- Executive Vice President
- Vice President of Finance
- Vice President of Administration.
The Executive Committee shall be the officers of the organization.
The Chapter Board will include members of the Executive Committee and all additional Vice Presidents (or their proxies).
The Board, from time to time, may form committees and appoint chairs according to Articles five and six.
Vice Presidents shall be elected annually in accordance with the Chapter bylaws (see Article five – Nomination of Candidates).
If a member of the Chapter Board is unable to attend a Board meeting, he/she may notify the President or VP of Administration that a named Director will attend as proxy and vote in his/her place.
Portfolio directors are responsible for specific areas of the Chapter’s operation and management. Directors include any direct reports to the Chapter Board, with titles such as Director, Webmaster, ABC Liaison, Student Representative, or any other title that the Chapter Board may determine.
Directors may attend Chapter Board meetings but normally cannot vote, unless serving as proxy. If a member of the Chapter Board is unable to attend a Board meeting, he/she may notify the President or VP of Administration that a named Director will attend as proxy and vote in his/her place.
Portfolio directors shall be appointed at the discretion of the Chapter Board to carry out specific portfolio tasks, as directed by the President, the individual portfolio Vice Presidents and/or the Chapter Board.
Positions for portfolio directors will be advertised prior to the Annual General Meeting in the same manner as the Chapter Board positions. The nominating committee will review all applications, and design a slate of portfolio directors. This slate will be presented to members at the Annual General Meeting but does not need the affirmation of members, as the portfolio directors serve at the pleasure of the Chapter Board. The Chapter Board will affirm the slate of portfolio directors at the first meeting of the Chapter Board.
Portfolio directors may form committees (as required) and lead these committees in planning and executing specific Chapter programs and activities. Committee members report directly to the portfolio director responsible for that particular committee. Portfolio directors shall meet with their committees as required.
Portfolio directors may be required to report to the Chapter Board at a Chapter Board meeting, but normally have a direct reporting relationship with specific portfolio vice presidents in the course of implementing portfolio programs.
The President shall:
- act as chief executive officer of the Chapter
- chair the Chapter Board and Chapter Executive Committee
- be responsible for duties assigned him/her by any provision of the Chapter constitution, and/or policies and procedures manual
- represent the Chapter at meetings, functions and other events.
The Executive Vice President shall act in the absence of the President and at the request of the President.
The immediate Past President serves as a member of the Executive Committee, provides counsel to the Chapter Board based on prior service, and undertakes special projects as may be requested. The Past President chairs the Nominations Committee.
Vice Presidents serve as members of the Chapter Board. They provide strategic and administrative direction in key functional areas that contribute to the operation of the Chapter, the achievement of Chapter goals and the provision of services to members.
Portfolio directors of the Chapter Board may form and lead committees and perform other duties as assigned. Portfolio Directors organize specific programs and activities under the direction of a Vice President, the Chapter Board, or the President.
Article five: Nomination of Chapter Board candidates
The Chapter’s Nominations Committee shall be chaired by the immediate Past President. If that person is unable to fulfill the role, a previous Past President shall be asked to chair the Nominations Committee.
The Nominations Committee shall consist of:
- the current Chapter President
- the current Chapter Executive Vice President
- the current Chapter immediate Past President.
All those nominated or appointed to the Chapter Board must be regular members of the Chapter who are eligible to vote. All nominees must submit their nominations by the established deadline in the format required to the Nominations Committee.
The slate of Chapter Board members, as developed by the Nominations Committee, shall be submitted to the Chapter membership prior to the annual general meeting.
Article six: Confirmation of Chapter Board
The confirmation of Chapter Board members (Vice Presidents) shall take place at an Annual General Meeting of the Chapter membership conducted each year prior to June 30.
There is automatic succession of the current Executive Vice President to the position of President. In the event that this is not possible, the Nominations Committee shall seek a candidate from within the Chapter Board. If there are no candidates from within the Chapter Board, the Nominations Committee shall seek candidates for President from the membership. The candidate for President shall have his/her nomination included on the slate of executive candidates to be ratified at the annual general meeting.
On completion of his/her term, the President automatically becomes immediate Past President.
The members of the Chapter Board (Vice Presidents, not including the President and immediate Past President) shall be elected by:
(a) acclamation of each person nominated for Vice President in a slate submitted to the membership by the Nominations Committee (see Article 5), and
(b) a vote conducted among members eligible to vote who attend the Chapter’s annual general meeting.
Generally, it will be the goal of the Nominations Committee to present an uncontested slate of candidates by working with potential candidates to fill vacancies. In the event that any of the Chapter Board positions are contested (including the position of President in the event of the Nominations Committee seeking candidates from the membership), the contested positions will be voted on by members in the process outlined in Article 14.
Article seven: Terms of office
The term of office, and the Chapter’s fiscal year, shall commence on July 1 and end on June 30 the following year.
The term of the President shall be one year, renewable for a second year upon unanimous agreement of the Executive Committee. In such case, the terms of the immediate Past President and Executive Vice President are also extended.
Vice presidents serve a one-year term, and may serve multiple years in the same role at the discretion of the Nominations Committee.
All these terms must be confirmed by the Chapter membership at the AGM.
Portfolio directors serve a one-year term, and may serve multiple years in the same role at the discretion of the Chapter Board.
Terms that begin in the middle of a Board year conclude at the end of that Board year.
Article eight: Vacancies and termination
In the event that the President is unable to serve between annual general meetings, the vacant position will be automatically filled by the Executive Vice President. In the event that the Executive Vice President is unable to fulfill this role, a new candidate from among the remaining vice presidents will be elected by the Chapter Board.
If no candidate for President is available from existing Vice Presidents, the Nominations Committee will seek qualified candidates from Chapter members eligible to vote. Any person nominated to fill this role must be approved by the Chapter Board.
In the event of the resignation of any other member of the Chapter Board, that position will be filled by a Chapter member eligible to vote, as approved by the Chapter Board.
Portfolio directors may be replaced, or new portfolio directors may be added, at any time at the Chapter Board’s discretion.
Any member of the Chapter Board may be removed for cause from office by a two-thirds majority vote of the Chapter Board, provided the member in question has been informed in writing of the upcoming vote not less than two weeks in advance.
Article nine: Meetings
The Chapter Executive Committee shall convene at the discretion of the President during the term of office from July 1 to June 30.
The Chapter Board shall convene as a whole at least eight times during the same term of office. Additional meetings of the Chapter Board as a whole may be called by the President, or at the request of a majority of Chapter Board members.
The time, date, and place or format of Chapter Board meetings will be held at the discretion of the President.
A quorum for all Chapter Board meetings shall be a majority of the Board (i.e., half of the total Board membership, plus one). Portfolio Directors may attend Chapter Board meetings. Chapter members may attend any Chapter Board meeting at the discretion of the Chapter Executive Committee, but may not vote.
Meetings shall be governed according to Robert’s Rules of Order.
Special general meetings
Special general meetings may be called by the membership by a petition to the Chapter Board, as signed by a minimum of 10 per cent of Chapter members eligible to vote, specifying the purpose of the special general meeting. Such a meeting shall be called within thirty (30) days of the receipt of the petition by the President and/or the Chapter Executive Committee.
Annual General Meeting
The Annual General Meeting must be held on or before June 30 for the election of Chapter Board members and presentation of financial reports of the previous fiscal year. Chapter members will be notified of the time, date, and location Annual General Meeting at least 30 days prior to the meeting.
The Annual General Meeting shall be governed according to Robert’s Rules of Order.
Article 10: Finances
Chapter income may include, but is not limited to the following sources: dues, proceeds of seminars, workshops and other programs, advertising and sponsorship, and special events and projects.
The annual financial statements of the Chapter shall be made available or published for member review in the year immediately following the fiscal year-end of the Chapter, by such means as deemed appropriate by the Vice President Finance.
Article 11: Liability
The Chapter shall support members of the Chapter Board and/or the Chapter Executive Committee in the event of any error in judgment, or for failure to take action on advice of counsel, or for anything done or omitted to be done in good faith.
The Chapter shall carry sufficient liability insurance to cover members of the Chapter Board against any error in judgment, or for failure to take action on advice of counsel, or for anything done or omitted to be done in good faith.
Article 12: Disposal of assets
None of the assets of the Chapter shall ever be used for the benefit of any individual. In the event of dissolution of the Chapter, its remaining assets, after payment of all just debts, shall be contributed directly to IABC.
Article 13: Amendments to the constitution
Amendments may be proposed to the Chapter Board in writing by any member at any time. The Chapter Board may also propose amendments.
Amendments to the constitution shall be ratified at the Annual General Meeting, provided that:
- the proposed amendment is circulated to members at least 30 days prior to the Annual General Meeting
- does not contravene the constitution and/or by laws of IABC or IABC Canada East Region.
Article 14: Voting by membership
Ratification of Chapter Board slates and amendments to the constitution shall be conducted at the Annual General Meeting. All members present are eligible to vote.
Members not attending the Annual General Meeting can vote via email to the Nominations Committee Chair up until the end of the day (11:59 pm Atlantic) before the Annual General Meeting.
Board slates and amendments to the constitution will be considered passed if approved by 50% or more of the total votes cast by members attending the Annual General Meeting and by members voting via email to Nominations Committee Chair.
In the event that there are more than two candidates for a position, the candidate receiving the most votes shall be declared elected. In the event of a tie among candidates, the Nominations Committee Chair shall put the candidates’ names “in a hat” and determine the winner by random draw.