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Bylaws

Article I. Organization
Article II. Purpose
Article III. Membership
Article IV. Dues
Article V. Administration
Article Vl. Duties of Officers and Board of Directors
Article VII. Committees
Article VIII. Fiscal Year
Article IX. Elections
Article X. Meetings
Article XI. Quorums
Article XII. Amendments
Article XIII. Dissolution
Article XIV. Miscellaneous

Article I. Organization

1.01 The name of the organization shall be: CHICAGO CHAPTER, BUSINESS MARKETING ASSOCIATION, AN ILLINOIS NOT-FOR-PROFIT CORPORATION, herein referred to as 'THE CHAPTER.'

1.02 THE CHAPTER is incorporated in accordance with and under the provisions of the Illinois General Not-For-Profit Corporation Act, herein referred to as 'THE ACT.'

Article II. Purpose

2.01 The purposes of THE CHAPTER are to:
(a) Provide a not-for-profit organization where qualified persons engaged in business-to-business marketing may meet and network; (b) Improve the effectiveness of business-to-business marketing; (c) Encourage research related to the above-mentioned functions; (d) Offer programs and seminars that increase the professional capabilities and knowledge of its members; (e) Provide opportunities for members to improve their management, leadership, organizational and presentation skills through exchange of helpful information and involvement in organization activity; (f) Stimulate interest in and promote a better understanding of business-to-business marketing; (g) Help members promote the highest ethical standards and professional best practices in effective business-to-business marketing; (h) Provide an educational and informative forum that fosters involvement and attendance by area college students who are majoring in related studies; and (i) Cooperate with non-competing parallel associations for mutual program benefit.

2.02 THE CHAPTER may participate in constructive civic projects or other worthwhile activities upon approval of the Board of Directors.

2.03 THE CHAPTER may charge reasonable amounts to accomplish the above purposes whether in the form of fees for specific programs or in the form of dues to accomplish the above purposes and to maintain offices and personnel to operate the organization. Collection of such amounts shall be consistent with maintaining THE CHAPTER as a not-for-profit corporation.

2.04 In the event of dissolution, and in accordance with applicable tax and other laws, to provide for the distribution of net assets to the International Business Marketing Association (“the International Association”).

Article III. Membership

3.01 Membership in THE CHAPTER is open to any person substantially engaged in the practice and/or support of business-to-business marketing and related operations, and who subscribes to the purpose of the International Association.

3.02 Membership shall be divided into these categories:

(a) ACTIVE INDIVIDUAL MEMBERS: Individuals who pay dues to join THE CHAPTER. In compliance with the stipulations of the International Association, members joining THE CHAPTER must also pay to join the International Association. No individual memberships will be permitted solely on the local level.

(b) CORPORATE MEMBERS: Those organizations sponsoring more than two individuals for membership in the International Association. In compliance with the stipulations of the International Association, members joining THE CHAPTER must also pay to join the International Association. No individual memberships will be permitted solely on the local level. (c) STUDENT MEMBERS: Those who are enrolled in a University and/or College that is affiliated with THE CHAPTER's Student Chapters. Such members must be studying curriculum related to marketing, advertising, communications, public relations or journalism

(d) PROFESSIONAL EDUCATOR MEMBERS: Those members whose major occupation is the teaching of marketing, advertising, communication, public relations, journalism or other related course work at a University or College. In compliance with the stipulations of the International Association, members joining THE CHAPTER must also pay to join the International Association. No individual memberships will be permitted solely on the local level.

(e) CHAPTER LIFE MEMBERS: Those distinguished persons, as long-standing members of the International Association who have made a major contribution to business-to-business marketing, to the International Association or to THE CHAPTER, and who have been proposed for Chapter Life Membership by the majority of the Board of Directors. Local membership dues are waived for life. applied when their membership is up for renewal but will not apply if there has been a lapse in dues..This includes past presidents that have served a full term and would be In compliance with the stipulations of the International Association, members joining THE CHAPTER must also pay to join the International Association. No individual memberships will be permitted solely on the local level. (f) RETIRED* MEMBERS: Those persons retired from the business-to-business marketing profession while still members in good standing may elect this classification by continuing to pay their International Association and THE CHAPTER dues at half the current rate. *No member who receives income from on-going marketing activities shall be considered retired from marketing. In compliance with the stipulations of the International Association, members joining THE CHAPTER must also pay to join the International Association. No individual memberships will be permitted solely on the local level.

(g) AFFILIATE MEMBERS: Such members will pay International Association dues through only one Chapter and local Chapter dues in each Chapter with which they seek affiliation and they shall be entitled to full Chapter membership benefits.

3.03 An individual shall become a member of THE CHAPTER upon paying annual dues to the International Association and THE CHAPTER.

3.04 Upon admission to THE CHAPTER membership, each new member shall receive a non-transferable Certificate of Membership from the International Association. The Certificate shall become null and void upon termination.

3.05 Members changing their membership category must immediately notify THE CHAPTER Membership Chair or THE CHAPTER Executive Director for correction in the official records.

3.06 Members shall be expelled from THE CHAPTER for due cause by a two-thirds vote of the Board of Directors, and following the process identified in 6.13. 3.07 Membership shall be terminated upon resignation, expulsion, death and for non-payment of dues of more than 90 days outstanding. All resignations shall be submitted in writing to the Board of Directors. THE CHAPTER Membership Chair or THE CHAPTER President shall notify the International Association of any change in status or category of a member.

3.08 In the case where employers pay for individual memberships, and a member resigns from the employer, the employer may transfer the remaining balance of the membership to a current employee. In addition, the former employee shall continue to be recognized as a member of THE CHAPTER, enjoying full member benefits throughout the balance of the membership year. Such changes shall be communicated to THE CHAPTER's Membership Chair or President. 3.09 Only Active Individual Members and Corporate Members in good standing shall be eligible to vote on, be nominated for and elected to THE CHAPTER administrative and leadership positions and raise and vote on THE CHAPTER issues.

Article IV. Dues

4.01 Annual dues for THE CHAPTER shall be determined by the Membership Committee and adopted by the Board of Directors. Any changes in dues structure shall require a vote of at least two-thirds of the full Board.

4.02 Any member notified of and then allowing dues to remain unpaid after 90 days from their due date shall be dropped from the membership ranks without further notice. THE CHAPTER in conjunction with notices from the International Association shall notify members whose dues are delinquent and who will be dropped from the rolls. Any member not paying dues before their anniversary date will be dropped from the rolls and must reapply as a new member.

Article V. Administration and Succession

5.01 The Board of Directors shall consist of no fewer than 15 and no more than 32: the eight (8) Elected Officers and seven (7) to twenty (24) Directors. The Immediate Past President and Corporation General Counsel (Registered Agent) shall serve as ex officio (non-elected, non-voting) members of the Board of Directors. The Immediate Past President shall serve for a period of one year subsequent to his/her term as president.

5.02 No Officer or Director of the CHAPTER shall receive compensation for their services. This shall not prohibit the Board from reimbursing any member for pre-approved expenses when serving as a delegate of THE CHAPTER.

5.03 The Officers of THE CHAPTER shall consist of the following: (a) President (b) Executive Vice President (c) Four (4) Functional Vice Presidents who shall serve as Committee Chairs (d) Treasurer (e) Secretary

5.04 The eight (8) Officers’ terms shall span one fiscal year following their election or until their successors are elected. Back-to-back terms are allowed, upon approval vote by the membership. Individuals may also be re-elected at different points in time, but are limited to two successive terms. Exceptions to Executive Committee term limits may be made by nomination via the President, with unanimous ratification by the Board, and election by the Membership.

5.05 The Officers, Immediate Past President and Corporation General Counsel shall represent the Executive Committee of the organization. It shall have full power with the exceptions or limitations as provided in THE ACT to act upon matters requiring prompt action between meetings of the Board of Directors. It shall be required to give a full report of all its actions at the next meeting of the Board, whereupon the Board of Directors shall take formal action. The Board of Directors shall have the power to limit or eliminate future action by the Executive Committee.

5.06 The seven (7) to twenty (24) Directors of THE CHAPTER described in Section 5.01 shall serve for a period of two (2) fiscal years, and their terms shall be staggered, a minimum of half the full number to be elected each year.

5.07 The nominee for President shall be a Member in good standing and have previously held the position of Executive Vice President or Functional Vice President.

5.08 The nominee for Executive Vice President shall have previously held at least one functional Vice Presidential role. Should no functional VP be able to serve, the EVP may be an existing Board Member who has served a minimum of one year.

5.09 The nominees for Functional Vice Presidents/Committee Chairs, Treasurer and Secretary shall have previously served as Board Members for a minimum of one year of a regular two (2) year term.

5.10 Subsequent to his/her term as President, the President shall be named ex officio Immediate Past President for a term of one year, serving as a non-elected member of the Board.

5.11 Indemnification of Officers, Directors, Employees and Agents shall be in accordance with THE ACT and THE CHAPTER is authorized to purchase and provide Director’s and Officer’s Insurance for the Board Members.

5.12 THE CHAPTER is authorized to purchase and provide liability insurance for THE CHAPTER events as recommended by legal counsel and required by event venue contractual requirements.

5.13 THE CHAPTER is authorized to create and maintain financial policies and guidelines and must make those available to all Board Members and Members at their prior request during regular business hours at THE CHAPTER offices.

5.14 Board Members are required to read and to confirm by signature that they have read and understand all By-laws, financial policies and a conflicts of interest statement. Such signatures shall be kept on file by the Executive Director and are to be renewed upon each full term.

5.15 The Board shall cause the books of account of the Chapter to be audited within sixty (60) days after the end of the fiscal year by a committee of three (3) Board members and a certified public accountant.

Article Vl. Duties of the Officers and the Board of Directors

6.01 The President shall preside at monthly Board of Directors meetings of THE CHAPTER, sign all official documents and perform such duties as are usually required of this office. The President shall be an ex officio member of all committees, either standing or special. Should the President be unavailable or resign during his/her term of office, the Executive Vice President shall assume the responsibilities of the President.

6.02 The Immediate Past President shall assume a supportive role by offering input for continuity. The Immediate Past President shall also perform other such mutually agreed to duties as directed by the President or Board of Directors.

6.03 The Executive Vice President shall become President for the following fiscal year, upon election by THE CHAPTER membership. The Executive Vice President shall assist the President in duties as determined by the President. Should both the President and Executive Vice President be absent or incapacitated, the Board shall elect a temporary Presiding Officer from among the four Functional Vice Presidents. Should the Executive Vice President resign, the Executive Committee shall nominate and the Board elect his/her replacement from the existing Directors having served a minimum of one year, for the balance of the term.

6.04 The four Functional Vice Presidents shall be nominated by the President, ratified by the Board and elected by the membership and have equal powers. They shall be responsible for overseeing the activities of standing committees as assigned by the President with the approval of the Board of Directors. Should one or more Functional Vice Presidents resign during their term, the President shall nominate a replacement from the existing Board of Directors and the Board shall vote to elect the nominee(s) to complete the term(s).

6.05 The Treasurer will be nominated by the President and ratified by the Board and shall have the responsibility and custody of oversight of all the funds and securities of THE CHAPTER and shall validate the full and accurate accounts of the receipt and disbursements; deposit of all monies, and accounting for assets and valuable effects in THE CHAPTER's name and to the credit of THE CHAPTER with such bank or other depositories as the Board of Directors may designate, provided that such depository shall be federally insured. Together with two Directors named by the President, the Treasurer shall review and validate the annual budget, direct the outside Auditor’s report and report on the same at the regular Board meeting immediately following the completion of each. Should the Treasurer resign during his/her term, the President shall nominate his/her replacement from the Existing Board and the Board shall vote to elect the nominee to complete the term.

6.06 The Executive Director shall be nominated by the President and hired by the Board and have the responsibility and custody of all the funds and securities of THE CHAPTER and the full and accurate accounts of the receipt and disbursements; deposit of all monies, and accounting for assets and valuable effects in THE CHAPTER's name and credit of THE CHAPTER with such bank or other depositories as the Board of Directors may designate. The Executive Director shall provide copies of and discuss monthly management reports (Balance Sheet, Income Statement, Cash Flow Statement) with the Treasurer prior to the Board Meetings. Disbursements made by the Executive Director outside the regular CHAPTER activities including special events will require countersignature by the President, Executive Vice President, or the Treasurer. The Executive Director shall be bonded, the cost of which shall be borne by THE CHAPTER.

6.07 The Secretary shall be nominated by the President and ratified by the Board and be responsible for taking minutes at the Board meetings, distributing them subsequent to approval by the President, generating outgoing correspondence on behalf of THE CHAPTER and organizing any incoming information while reporting such details to the appropriate parties. Should the Secretary resign, a replacement shall be nominated from the existing Board by the President and elected by the Board to complete the term.

6.08 The Board of Directors shall generally oversee the administration of the affairs of THE CHAPTER, formulate general policies for pursuing its objectives, control the policies, activities, properties and funds of THE CHAPTER, and generally perform other such duties as may be specifically assigned to it by the By-laws. Should a Director resign mid-term, a replacement shall be nominated from the Membership by the President and elected by the Board to complete the term.

6.09 If and/or when ample funds are available for investment purposes, the Board shall act in the best interests of the membership by preserving the principal and minimizing risk. Only investment alternatives where the principal is duly insured are to be considered. At that time, policies for approval of use of such funds shall be created and controlled by the Treasurer and ratified by the full Board.

6.10 The President and Immediate Past President shall automatically be assigned to officially represent THE CHAPTER at meetings held within the region and at International Association meetings, including the annual International Association Conference.

6.11 The Board of Directors is authorized to employ an Executive Director and/or additional services to assist in ensuring the performance of THE CHAPTER's business and general duties. Such action permits the delegation of administrative duties by the Board but does not relieve any Director of their final responsibilities and authorities as assigned by the By-laws.

6.12 If any member of the Board of Directors is absent from three (3) consecutive Board meetings without presenting valid reasons, that Director shall, at the discretion of the Board, be deemed to have resigned and that chair or office to have become vacant. Appointment to the vacant chairs and offices are to be made in accordance with the provisions of Article VI, Sections 6.01-6.07.

6.13 Any and all punitive actions by THE CHAPTER (other than for nonpayment of dues) against any Officer, Director or Member shall be taken by the Board only after adequate judicial procedure, including notice to all parties involved, presentation of all known facts and an opportunity for all parties to be heard. A two-thirds affirmative vote of the Board, present and voting, shall be required to take action in such cases. Any necessary penalties shall also be determined by the Board.

6.14 All officers, upon retiring from office, shall deliver to the President (or his or her designate) all records books in order, papers, fees owed, and other property belonging to THE CHAPTER.

Article Vll. Committees

7.01 The Standing Committees shall be as follows:

Executive Committee,Nominating Committee, Sponsorship, Membership, Programs, Hospitality, Communications, CareerLink, Public Relations, Auction/The Windy City Biz Bash, Tower Awards, Breakfast Seminar, Young Professionals, Education, Acrronym Holiday Bash, Social Media, Website.

7.02. Additional Committees may be created or Standing Committees eliminated by the President and/or Standing Committee Chairs and adopted by Board vote as deemed necessary. They need not be permanent and can serve to address special issues and activities.

7.03 The Chair of each Committee shall be appointed by either the President or the related Functional Vice President.

7.04 The Committee Chair shall be responsible for an annual Committee budget to be presented to the Board for approval and expenditures and reimbursements shall be authorized only subsequent to that approval. A one-over-one approval shall be required for invoice payment requests submitted to the Treasurer and Executive Director.

7.05 Vendors shall participate in an open bidding process for all projects exceeding $2000 and payment shall be made by the Executive Director directly to the vendor subject to the validation of the Committee Chair that such invoice is accurate and within the anticipated budget. Any Board Member bidding on a project must fully disclose that bid and be excused during the discussion and voting process in order to avoid conflict of interest issues.

Article VIII. Fiscal Year

8.01 THE CHAPTER fiscal year shall be from July1 through June 30.

Article IX. Elections

9.01 The Executive Vice President (Incoming President) shall name a Chair of the Nominating Committee who shall select three Directors and two members of THE CHAPTER, whose responsibility it will be to assess the number of vacant seats and prepare a suitable number and slate of nominees, in accordance with the governance needs of THE CHAPTER. The existing President will act as advisor but may serve on the Nominating Committee.

9.02 Prior to the regular Board meeting in March, the Nominating Committee must obtain approval from all nominees before placing their names in nominations for any Chair or Office.

9.03 During the Teleconference Board meeting in March, the Nominating Committee shall present a list of nominees for all Offices and Board Chairs to be filled. The Board shall vote to accept the slate as presented. Should the vote fail, the Board shall discuss alternate nominees at the in-person meeting until a nominated slate is acceptable to the majority of Directors present.

9.04 At the regular CHAPTER meeting in March, the Nominating Committee shall present the list of nominees for all Offices and Board Chairs to be filled. Additional nominations may be made by THE CHAPTER membership before the April meeting. These nominations from the membership must be made in writing and addressed to the Chairperson of the Nominating Committee by a member of THE CHAPTER; seconded by three other members’ signatures; and must be accompanied by the written acceptance and biography of the nominee.

9.05 At the regular CHAPTER meeting in April, the Nominating Committee shall present a slate of members in good standing of the International Association/THE CHAPTER as follows: a) One (1) or more nominees for President; b) One (1) or more nominees for Executive Vice President; c) At least (4) nominees for Functional Vice Presidents; d) At least (1) or more nominees for Treasurer; e) At least (1) or more nominees for Secretary; f) At least sufficient nominees to fill expiring seats as well as additional seats as required by the governance needs of the chapter to two (2) year Director Terms (See 9.01)

9.06 Only Active and Corporate Members in good standing will be entitled to vote. Votes will be counted only for those nominated and on the ballot. There will be no write-ins. The results of the election will be announced at the May Business Meeting.

9.07 Fifteen (15) or more days before the May Business Meeting, ballots containing all nominees will be submitted to THE CHAPTER Members by mail and/or e-mail. The biographical sketch of each nominee must be included. These sketches will contain relative information which indicates qualification of the nominee to run for office. The nominees must be so directed in submitting their biographies.

9.08 The candidates receiving the greatest number of votes cast for the Offices of President, Executive Vice President, Functional Vice President, Treasurer and Secretary shall be declared elected. The candidates receiving the greatest number of votes cast for open Director seats shall be declared elected.

9.09 In the event that more than one candidate for any office is duly nominated, election for that position shall be by written and/or electronic ballot and only the Active and Corporate members in good standing shall be entitled to cast their votes.

9.10 The President, on the day of the election, shall name two Directors who shall oversee distribution, collection and counting of the ballots, together with the Executive Director.

9.11 Those elected shall officially take office on July 1, after reading and signing the commitment to Serve (a copy is attached as Appendix A).

9.12 If any Officer or Director shall resign during the year, or if for any reason an Office or Chair becomes vacant, the Board of Directors is empowered to fill such vacancy for the balance of the unexpired term as provided for within this Article VI.

Article X. Meetings

10.01 The President shall convene a minimum of one annual strategic planning meeting attended by the Executive Committee as well as a total of five additional Board and regular members at which the annual operating plan is created for approval by a quorum of the full Board, prior to the September CHAPTER business meeting.

10.02 The program agenda, times, dates and places of the regular monthly meetings shall be sent to THE CHAPTER members and interested prospects by the Executive Director a minimum of sixty (60) days prior to each meeting date.

10.03 The last Business Meeting of the fiscal year, held in May, shall be known as the Annual Meeting.

10.04 Special Chapter meetings may be called at any time by the President or on written request to the President by any six (6) Board members or by any 20% of members of THE CHAPTER in good standing stating the objective of such a meeting. Notice shall be given to each member of THE CHAPTER at least five (5), but no more than forty (40) days before each meeting.

10.05 Times and places of Board of Directors meetings shall be set by the President or by three (3) members of the Board of Directors. At least four (4) meetings of the Board shall be held during the fiscal year, beginning July 1. An organizational meeting of the Executive Committee Board shall be held prior to the meeting of the newly elected Board and the initial meeting of the Board shall be held prior to the September CHAPTER Business Meeting.

10.06 Robert's Rules of Order shall govern all meetings when not inconsistent with the By-laws.

Article Xl. Quorums

11.01 A quorum shall be deemed to exist at any regular annual or special meeting of THE CHAPTER where at least half (50%) of those attending are members of THE CHAPTER.

11.02 The majority of the Board of Directors, defined as at least 50% of voting members present, shall constitute a quorum at any Board meeting. Committee Chairpersons who are not Board members and the Corporate General Counsel shall have no vote. The Immediate Past President shall not have a vote other than to break a tie.

11.03 Any member of THE CHAPTER may attend Board meetings, with the exception of an Executive Session, which is to be attended by the Officers of the organization and others deemed appropriate who will be invited by the President.

Article Xll. Amendments

12.01 These By-laws may be altered, revised or repealed by a two-thirds affirmative vote of THE CHAPTER Members present at a regular or special meeting called for the purpose of amending such guidelines, provided a notice of such intended action is sent to every member of THE CHAPTER at least seven (7) days before the meeting.

12.02 These By-laws may also be amended by a ballot mailed or emailed to all Active and Corporate members in good standing at the e-mail address they have provided to THE CHAPTER. A two-thirds affirmative vote of such ballots cast and received by the Secretary within thirty (30) days after distribution of said ballots shall constitute approval of the amending action.

Article XIII. Dissolution

13.01 Upon dissolution, all assets of THE CHAPTER, remaining after payment of all debts, shall be distributed to the International Association.

Article XIV. Miscellaneous

14.01 For provisions regarding THE CHAPTER which are not specifically described in these By-laws, refer to the provisions of THE ACT.