Chapter Bylaws

As of October 16, 2006
 
Revised September 11, 2012
 
Ratified October 20, 2011
 


Table of Contents
 
Article 1)       Name & Territory
Article 2)       Objective
Article 3)       Membership
Article 4)       Chapter Calendar
Article 5)       Officers and Directors
Article 6)       Board of Directors Responsibilities
Article 7)       Nominations and Elections
Article 8)       Committees
Article 9)       Finance
Article 10)    Ratification and Amendments
Article 11)    Dissolution
Article 12)    Non-Member Involvement

Article 1)Name & Territory

Section 1. This organization shall be called the International Institute of Business Analysis, Dallas, Texas Chapter (hereinafter “the Chapter”).  This organization is a Chapter chartered by the International Institute of Business Analysis, (hereinafter “IIBA”) and separately organized.  This document is the general bylaws of the IIBA Dallas, Texas Chapter that regulate the operation of this organization.
Section 2. The Chapter represents the Dallas Metroplex area in the State of Texas.
Section 3. The Chapter is responsible to the duly elected IIBA Board of Directors and is subject to all IIBA policies, procedures, rules and directives lawfully adopted.
Section 4. The Chapter shall meet all legal requirements in the jurisdiction in which the Chapter conducts business or is incorporated and/or registered.
Section 5. The Bylaws of the 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 Chapter’s Charter with IIBA.
Section 6. The terms of the Charter executed between the Chapter and IIBA, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder.

Article 2)Objective

Section 1. The purpose of the Chapter is to promote the practice of business analysis, raise the profile and enhance the image of the business analyst role, support professional development, and locally represent the International Institute of Business Analysis (IIBA).
Section 2. The objectives of the Chapter are to:

1. Advance the role of the Business Analyst as a recognized profession;
2. Support opportunities for members to network with, and gain knowledge from seasoned BA practitioners as well as with industry and government leaders;
3. Provide access for members to a formal “knowledge base” as well as forums for sharing expertise, expressing professional opinions and building a reputation within the industry, support professional development opportunities;
4. Provide pathways to learn about business analysis best practices;
5. Obtain and sustain a level of financial security, sustainability and autonomy at the chapter level.
6. Create corporate support for the IIBA within the local market by superior marketing / awareness programs that demonstrate the value of business analysis and the IIBA;
7. Liaise with industry and association partners to increase awareness and benefit of IIBA Chapter members.

Article 3)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, sex, marital status, international origin, religion, or physical or mental disability.
Section 2. Membership in the Chapter requires membership in IIBA. The 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. An individual applying to be a local chapter member must be an IIBA member in good standing and must complete the chapter section of the membership registration form.  Membership will be effective from the first day of the month following the date the financial transaction is processed.
Section 4. “Members in Good Standing” can vote in Chapter elections and hold office. Members in good standing shall be defined as Chapter Members who have paid both IIBA and applicable Chapter dues, as verified by the Chapter’s VP of Membership and VP of Finance.
Section 5. Members shall be governed by and abide by the IIBA Bylaws and by the Bylaws of the Chapter and all policies, procedures, rules and directives lawfully made thereunder.
Section 6. All members shall pay the required IIBA and Chapter membership dues to IIBA and in the event that a member resigns, membership dues shall not be refunded by IIBA or the Chapter.
Section 7. In the event a member relocates, a pro-rated portion of the member’s chapter dues will be transferred to the member’s new chapter, in the event that a local chapter is available.  In the event that a local chapter does not exist, chapter dues will not be refunded to the member. 
Section 8. Membership in the Chapter shall terminate upon the member’s written resignation, failure to pay dues or expulsion from membership for just cause as defined within the international bylaws.  These rules apply to Chapter Board members as well as the general membership.
Section 9. The Chapter Board of Directors will exercise the right to terminate membership based on just cause.  The member may appeal the decision to the Chapter Board of Directors or elevate it to the International Board of Directors.  The effective date of termination will be determined by the Chapter Board of Directors and will be formally communicated to the terminated member.
Section 10. Members who fail to pay the required local chapter dues and are delinquent over 30 days will have their names removed from the official local chapter membership list of the Chapter.  A delinquent member may be reinstated by making payment in full to IIBA of all unpaid dues for IIBA and the local Chapter.
Section 11. Upon termination of membership in the Chapter, the member shall forfeit any and all rights and privileges of membership to said chapter.
Section 12. The membership database and listings provided by IIBA to the Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Chapter, consistent with IIBA policies.

Article 4)Chapter Calendar

Section 1. The Chapter will adhere to the following general schedule of events:

Section 2. Notice of meetings:

 
Section 3. Changes or modifications to Chapter Calendar must be submitted to the President and voted upon by the Board.  It is not necessary for changes to the calendar be voted on by the members. 
Section 4. The President of the Chapter will chair meetings. Voting will occur by a show of hands or by a polling of members.  Proxy votes will not be accepted but in the event a voting Board member is not present at a Board meeting or a Chapter vote is being hold, voting will be held via electronic survey.  Decisions and acceptance are based on majority votes.

Article 5)Officers and Directors

Section 1. The Chapter shall be governed by a Board of Directors.  All officers shall be members in good standing of IIBA and of the Chapter. Officers will be elected by majority vote of Chapter members and serve a two year term of office.  The term shall commence March 1^st following election.  The term shall expire 2 years later on February 28^th.  The Board terms will be structured to allow for half of the Board positions to be up for election on odd and even years.  (Reference grid).
Section 2. Qualifications of Officers

1. All officers shall be members in good standing of IIBA and of the Chapter.
2. Commitment to the work of the IIBA
3. Willingness to serve on and lead committees
4. Attendance is expected at Chapter Meetings
5. Attendance is required at the Annual General Meeting
6. Attendance is required at Chapter BOD Meetings
7. Support of, and participation in, special events
8. Financial support of the Chapter

 
Section 3. Officers shall be eligible to serve multiple terms.  Upon election these Officers will immediately become members of the Board of Directors and will serve as "understudies" of the Officers they are to succeed. The outgoing Officer will mentor the successor during this transition period until the newly elected Board officer assumes office.  The understudies will not have voting rights until the beginning of their respective terms.
Section 4. There can be up to ten voting officers to serve in the following positions: 

1. President
2. Vice President of Finance
3. Vice President of Membership
4. Vice President of Engagement
5. Vice President of Strategic Communications
6. Vice President of Technology
7. Social Media Czar
8. Vice President of Programs
9. Vice President of Chapter Operations
10. Past President (only if there is a new president)

 
 
In addition, the Board may include elected and appointed Directors to assist the Board members, as needed, with Chapter business.  The Director role is a non-voting position.
 
 
Section 5. Role of the President: The President shall preside at all meetings of the Chapter and the Board of Directors. The President may make required appointments and direct the administration of the business of the Chapter. The President shall submit all reports to IIBA as requested and according to the schedule specified by IIBA. The President will make such provisions for the auditing of Chapter records as required by Bylaws and as they deem necessary for the protection of Chapter funds. The President serve as an emissary for the Chapter, provide Board leadership, develop strategy for the promotion of Business Analysis and growth of the Chapter.  The President shall serve as Member Ex-Officio with the right to vote on all Committees.
Section 6. Role of the Vice President of Finance: The VP of Finance shall act as Treasurer and shall oversee all budgeting, financial recording and reporting. The VP of Finance will manage Chapter funds, including depositing and disbursing all monies. The VP of Finance shall provide a monthly report to the Board and Members regarding the financial state of the Chapter.
Section 7. Role of the Vice President of Membership: The VP of Membership shall oversee all activities related to acquiring, supporting, and maintaining membership data and attendance rosters including the annual renewal process. The VP of Membership shall create membership drives and register event guests. 
Section 8. Role of Vice President of Engagement:  The VP of Engagement will be responsible for using branded content to establish relationships with companies that have an interest in Business Analysis.  The VP of Engagement will work with the Board leadership to develop a strategy for corporate outreach.  The VP of Engagement will work with Board leadership and the VP of Membership to plan and coordinate an annual professional networking event for business analysts, Chapter members, recruiters and companies.  The VP of Engagement is also responsible for assisting the VP of Membership with growing Chapter membership.  In the absence of the VP of Membership at Chapter events, the VP of Engagement will welcome, register and track event guests. 
Section 9. Role of the Vice President of Technology: The VP of Technology shall oversee all activities related to the building and maintain of the website content, administration of email domain, and all technical aspects of the meetings and events.
Section 10. Role of Vice President of Strategic Communications:  The VP of Strategic Communications will work with the Chapter President to create and maintain Chapter branding that positively reflects upon this organization.  This role will entail developing professional communications for our Chapter’s public relations and marketing.  The VP of Strategic Communications will work with the Chapter President and VP of Technology to identify and create website content that will keep the North Texas business analyst community informed about Chapter, regional, industry events and trends. 
Section 11. Role of the Social Media Czar: The Social Media Czar shall serve to distribute and promote Chapter information created by the VP of Strategic Communications.  These duties include timely dissemination of information to Members and the local community via email, and social media channels.  The Social Media Czar shall support the VP of Strategic Communications, VP of Membership and VP of Engagement, as needed, with Chapter events and initiatives. 
Section 12. Role of the Vice President of Programs: The VP of Programs shall be responsible for securing Chapter meeting speakers to present topics beneficial to the Business Analyst community.  Speakers shall be booked and information will be shared with the Board no later than 30 days before a Chapter event to insure proper promotion of an event   The VP of Programs shall work with the Board to identify and develop an education program that compliments Chapter meeting topics and addresses the professional development needs of the Business Analyst community.  This includes working with Chapter leadership, internal and external resources to create and provide events and programs designed to increase Business Analysis professionalism; this shall also include programs and services related to IIBA Certification. 
Section 13. Role of VP of Chapter Operations:  The VP of Chapter Operations shall serve as Chapter Scribe and Historian, keep records for both Board Meetings and the Annual General Meeting.  The VP of Chapter Operations shall be responsible for logistical arrangements to insure effective chapter meetings, workshops or seminars.  This may involve securing an event venue or arranging event catering.  The VP of Chapter Operations will assist other Board members, as requested, with special events.
Section 14. Role of the Past President: The Past President, if there is an outgoing President, shall serve as an advisor to the President and Board, and assist with board training. The Past President shall establish and manage sponsorship on behalf the Chapter. If the immediate Past President is unavailable, the President may appoint any previous Past President to this role with the majority approval of the Board.  The Past President shall also serve as an ambassador for the Chapter and may represent the Chapter at events held by other professional organizations.  In the event of the absence of a Past President, the President may perform the duties associated with this role or designate and assign these duties to a Board representative.
 

Article 6)Board of Directors Responsibilities

Section 1. The Chapter shall be governed by the Board of Directors.  The Board shall be responsible for carrying out the purposes and objectives of the Chapter.  The Board will adhere to a Code of Conduct and follow recommended Best Practices. 
Section 2. The Board shall consist of the officers of the Chapter elected by the membership plus the past President.  All Officers shall be members in good standing of IIBA and of the Chapter.  During the course of a Board member’s term, IIBA and Chapter renewal dues may be reimbursed from or paid with Chapter funds.
Section 3. The Board shall exercise all powers of the 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/registered.  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 Chapter business and funds.
Section 4. The Board shall meet at the call of the President, or at the written request of three (3) members of the Board directed to the President.  A quorum shall consist of no less than one-half of the membership of the Board at any given time.  A Board member shall be entitled to one (1) vote. A vote can be in person or via electronic survey.  At its discretion, the Board may conduct its business by teleconference, electronic survey, facsimile or other legally acceptable means.  Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.
Section 5. The Board may declare an officer position to be vacant when an officer ceases to be a member in good standing of IIBA or of the Chapter by reason of non-payment of dues, or when the officer fails to attend three (3) consecutive Board meetings..  An officer may also be removed from office if the officer’s behavior is not in accordance with the Board Code of Conduct.  An officer may resign by submitting written or electronic notice to the President. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt of said notice.
Section 6. 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 7. If any officer position becomes vacant, the Board may elect 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, the President or the Board may nominate an interim President and the Board will vote on the appointment.  These appointments shall be in effect for the remainder of that term.
Section 8. If and when the board can convene a quorum the Board has the power to:

1. propose changes to bylaws
2. amend objectives
3. commit the local chapter to contractual arrangements
4. exercise disciplinary action, up to and including termination, of any individual member for violation of an IIBA or Chapter bylaw.

Section 9. If the membership is dissatisfied with actions taken by the board, a petition signed by 60 percentage of the membership, can be submitted to the President and the issue(s) will be tabled at a special meeting of the members or the next scheduled member meeting, for action.
Section 10. Board members shall not use their position for the promotion of candidacy of any person seeking public office or preferment or the promotion of any commercial enterprise.
Section 11. Board members shall not use their position for the promotion of their business or their company. 

Article 7)Nominations and Elections

Section 1. Chapter elections shall be announced no less than 60 days before the start of the Chapter elections.  A Nominating Committee shall prepare a slate containing nominees for Board positions.  The Nominating Committee, in partnership with the Board, shall vet Board candidates; determine the eligibility and willingness of each nominee to stand for election.  Candidates for Board positions may also be nominated by a petition process established by the Nominating Committee and the Board.  Board candidates and initiatives shall be announced during the annual meeting of the membership or may be announced to the general membership via electronic media.
Section 2. Elections shall be conducted:
By electronic/email ballot to all voting members in good standing.
The election period will be no less than five (5) business days and the candidate who receives a plurality of votes cast for each office shall be elected.  Ballots results shall be validated by a predetermined 3^rd party designated by the Board.

Article 8)Committees

Section 1. The Board may authorize the establishment of committees to advance the purposes of the organization.  The Board will approve charters created by each committee. Each committee’s charter will define its purpose, authority and outcome. Chapter members may volunteer for committee positions or be appointed by the President with the approval of the Board. Committees are accountable to Chapter Leadership and the Board.
Section 2. The standing committees of the chapter will include but are not limited to the following:                                                                                                                                

1. Education and Development:  The Education and Development core committee will be comprised of the VP of Programs, VP of Membership and Board members interested in education initiatives that will benefit the Dallas area Business Analyst Committee.  The committee is also open to Chapter members in good standing interested in assisting with the Chapter’s education initiatives.
2. Operations:  The Operations core committee will be comprised of the VP of Chapter Operations, VP of Finance and Board members interested in insuring our Chapter meetings and public image reflect a professional organization.  The committee is also open to Chapter members in good standing interested in assisting with Chapter operations.  
3. Engagement:  The Engagement core committee will be comprised of the VP of Engagement, VP of Strategic Communications and Board members interested in engaging members, the business analyst community, companies, and professional organizations in our Chapter, its activities and events.  The committee is also open to Chapter members in good standing interested in assisting with Chapter engagement.   
4. The President shall serve as Member Ex-Officio with the right to vote on all committees.

 
Section 3. The President with the approval of the Board shall appoint all ad-hoc committees and the chairperson for each ad-hoc committee.  The President and Board shall designate the function, duties and duration of all ad-hoc committees.

Article 9)Finance

Section 1. The fiscal year of the Chapter shall be from January 1 to December 31.
Section 2. Annual local 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.
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. Audit of records and accounting practice will be performed every two (2) years by an independent third party.

Article 10)Ratification and Amendments

Section 1. These Bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing present at an annual meeting of the Chapter duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by email/electronic survey or mail ballot returned within forty-five (45) days of the date by which members can reasonably be presumed to have received the ballot.  Notice of proposed changes shall be sent electronic communication or in writing to the membership at least fifteen (15) days before such meeting or vote.
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 Bylaws and the policies, procedures, rules and directives established by the IIBA Board of Directors, as well as with the Chapter’s Charter with IIBA

Article 11)Dissolution

Section 1. Should the 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.

Article 12)Non-Member Involvement

Section 1. The intention of the Chapter is to be inclusive of non-members and encourage participation in regular Chapter meetings and events (the Annual General Meeting will be open to Members only).  It shall be the responsibility of the Member Services Committee with approval from the Board to determine if a chapter meeting or special event will be designated as a Member only event.
Non-Members may be charged a meeting fee to help offset the cost of a meeting or special event (Guest Speakers, Dinner, etc.).
 
 
 
Board Election Cycle/2 Year Terms

 
The President can appoint Board Director(s) to serve one year terms.
The Director will be presented to the Board for approval.
The Director will not be a voting position.
 
Chapter Policy and Procedures for operations are maintained in a separate document.
Board Code of Conduct is maintained in a separate document.