IICS Bylaws

The following Bylaws were adopted by the IICS Board of Directors at their meeting held in Washington, D.C., August 27, 1987 and amended on February 20, 1990, and on February 5, 1992 at board meetings, and in Fall 1992 through written consent (6.6).

1. NAME AND PURPOSE

1.1 NAME: The name of this organization is the International Interactive Communications Society, also known as the IICS, a mutual benefit nonprofit organization incorporated in the State of California.

1.2 PURPOSE: The purposes of the organization are:

A. To promote the use of interactive communications in business, industry, education, the public sector, in consumer applications, and the arts;
B. To encourage the development of standards;
C. To facilitate the exchange of information and ideas among professionals in the field of interactive communications;
D. To pool information and research on the use of interactive communications;
E. To increase the skills, knowledge, and professional standards of its members;
F. To provide a forum for the presentation and discussion of new products, systems, and ideas.

2. MEMBERSHIP

2.1 MEMBERS: There shall be one class of voting members, known as "Individual Members." The Board may establish reduced membership fees for groups of individuals belonging to or employed by a single organization.

The Board may also establish nonvoting "memberships" or honorary titles such as "Student Member", "Associate Member", "Patron", "Donor", "Sponsor", etc.

2.2 MEMBERSHIP TERMS: Membership terms shall be for one year upon payment of the membership fee prescribed by the Board. Membership fees and terms may be prorated to accommodate fiscal year cycles set by the Board. The Board may also provide for grace periods of not more than thirty (30) days before membership privileges terminate; however, any subsequent membership renewal shall run from the expiration of the previous term.

3. CHAPTERS

3.1 ESTABLISHMENT OF CHAPTERS: At least TEN members shall be required to establish a Chapter, and no new Chapter may be formed within fifty (50) miles of an established Chapter without approval of the existing Chapter and the Board of Directors. Other policies and procedures for establishing Chapters shall be determined by the Board.

3.2 CHAPTER GOVERNANCE AND OPERATION: All Chapters shall operate in conformance with these Bylaws, federal and California laws and regulations applicable to the IICS, and applicable local laws. Funds should be accounted for and reported to the international Treasurer in order to continue receiving Chapter portions of dues. All funds received by Chapters are held in trust and may be expended only in accordance with the purposes and policies of the IICS. Funds shall be accounted for and reported in a uniform manner established by the Board. The Board may also require submission of a budget for approval and adherence to the terms of the budget.

Except as provided above, Chapters are free to adopt their own policies and operating procedures. Copies of any adopted policies and procedures shall be maintained on file with the Secretary of the Society.

3.3 CHAPTER OFFICERS: The Board shall set a uniform annual cycle for the election of Chapter Officers. These shall include a President, Vice President, Secretary, Treasurer, a Board Representative, Membership Director, and, optionally, may include a President - Elect, and such other Officers as the Chapter may desire. The election may be conducted at a members meeting or by mail. Notice of elections shall be provided to the Members by mail, by telephone, or in person at least thirty (30) days before the meeting.

3.4 FEES: Membership fees shall be determined by the Board of Directors. Any membership fees collected by Chapters shall be forwarded to the Treasurer of the Society. A fixed portion of each fee will be redistributed to the Chapter designated by the member.

Chapters may request donations for meeting admission. Concerning admission to events, all IICS members must be treated alike, regardless of Chapter affiliation. Chapters may require proof of membership.

3.5 FOREIGN CHAPTERS: The Board may permit Chapters outside the United States to establish separate policies, bylaws, and operating and accounting procedures provided that no Chapter action or policy may jeopardize the non-profit or tax-exempt status of the Society. Accounting between these Chapters and the Society may be adjusted as provided by the Board.

3.6 LOGO: Chapters should adhere to the intent, professionalism, and integrity of the international organization. Chapters should maintain the integrity of organization marks and logos by not changing or using such marks or logos inappropriately, and should use the logo for all official chapter communications.


4. BOARD OF DIRECTORS

4.1 BOARD OF DIRECTORS: The Board of Directors shall consist of certified representatives of each Chapter plus the Officers elected by the membership as provided in Section 5.1. The Board shall also include any additional Directors appointed under Section 4.3.

4.2 CHAPTER REPRESENTATIVES: The Board may set standards to permit large Chapters to designate multiple Representatives to adjust for imbalances in local representation. The Board may also set standards requiring members of small Chapters to vote for Representatives in conjunction with other Chapters. Any plan devised by the Board to equalize representation shall be equitably and consistently applied.

4.3 BOARD APPOINTEES: At the Annual Meeting following the election of officers or at any other scheduled Board meetings, the Board may appoint additional Directors not to exceed one-third the number of Chapters. Upon the request of any Officer or Chapter Representative, additional Directors may be voted on by secret ballot or in executive session. The term of the Board-appointed Directors shall extend until the next Annual Meeting, except that the Board may specifically designate two-year terms for up to one-half of the Board-appointed Directors.

4.4 VACANCIES: In the event of death, disability, resignation, or the failure to maintain membership in good standing, a directorship shall be deemed vacant. If the directorship represents a Chapter, the vacancy shall be filled by Chapter action. If the directorship represents a Board appointment, the Board may fill the vacancy or terminate the directorship.

If a Director moves from the area of the Chapter which he or she was elected, the Chapter may elect or appoint another Representative to serve the remainder of the term.

4.5 COMPENSATION: No Director may receive compensation for services except with the approval of the Board.

4.6 COMMITTEES: The Board may establish an Executive Committee and such other committees as it may deem advisable.

5. OFFICERS

5.1 ELECTION OF OFFICERS: The Officers of the organization shall include a President, Vice President, Secretary, and Treasurer; and, optionally, may include a President - Elect. These principal officers shall be elected annually by direct vote of the membership in accordance with procedures established by the Board. The Board may establish and fill such other positions as may deem appropriate.

5.2 QUALIFICATIONS: Elected and appointed Officers must be members of the organization in good standing.

5.3 OFFICER APPROVAL OF EXPENDITURES: Expenditures in excess of One Thousand Dollars ($1000.00) shall require the signatures of two Officers. No indebtedness may be incurred which exceeds the cash balance of the treasury without the approval of the majority of the full Board of Directors.

6. MEETINGS

6.1 ANNUAL MEETING: An Annual Meeting of the Board of Directors shall be held each year after the election of officers at a time and place to be determined by the Board.

6.2 OTHER MEETINGS: Other meetings may be called by the President or upon the written request of three or more Directors.

6.3 NOTICE: Notice of meetings, including an agenda, shall be provided to the Directors by mail, electronic mail, telephone, fax, or in person at least thirty (30) days before the meeting.

6.4 QUORUM: Onethird of the Board of Directors (elected Directors plus Board-appointed Directors plus the number of chapters) shall constitute a quorum.

6.5 AGENDA: Action may be taken on items not included on the agenda. However, if fifty percent of the Board is present, onethird of Directors present may require postponement of action on such items until a future meeting.

6.6 ACTION BY CONSENT: Any action required or permitted to be taken by the Board of Directors may be taken by the consent in writing (including via electronic mail or fax) of a majority of the Board.

6.7 REPRESENTATION OF CHAPTERS: Chapters may be represented by any member of that Chapter or by any elected or Board-appointed Director. However, no individual may vote on behalf of more than three Chapters.

Chapter Representatives must be designated in writing, by electronic mail, or by fax, by the President or Secretary of the local Chapter. Identification of a Chapter Representative in an official report from the local Chapter shall be treated as a designation in writing.

7. AMENDMENTS AND DISSOLUTION

7.1 AMENDMENTS: These Bylaws and the Articles of Incorporation may be amended by a twothirds majority vote of the Board of Directors present at a duly constituted meeting, by written consent of 60% of the Board of Directors, or by written consent of 50% of the membership. No action to amend may be taken at a Board of Directors meeting unless the amendment is contained in an agenda provided with the notice of the meeting.

7.2 DISSOLUTION: The organization may be dissolved and liquidated upon written resolution of twothirds of the entire Board of Directors.

7.3 DISTRIBUTION OF ASSETS: The members of the organization have no interest in the organization's assets. Upon dissolution, the assets shall be transferred to a successor organization of the same general purpose or to such charitable or educational organizations as the Board shall determine.

8. LIABILITY

8.1 LIMITATIONS: Nothing herein shall constitute members of the organization as partners for any purpose. No members, Officers, Directors, agents, or employees of the organization shall be liable for the acts or failure to act on the part of any other members, Officers, Directors, agents or employees, nor shall any be liable except for acts or omissions arising from their willful misfeasance.

8.2 INDEMNIFICATION: The organization shall indemnify and hold harmless all Officers, Directors, agents or employees from and against all claims and liabilities, to which they have become subject by having acted in their above capacity. The organization shall reimburse them for all legal and other expenses reasonably and consequentially incurred, except where the claim or liability arises out of their own willful misconduct, or except where they fail to timely notify the organization of the claim or liability or fail to cooperate in the defense thereof.