BY-LAWS – Barbados Chapter: International Association of Business Communicators

ARTICLE 1: NAME AND LOCATION

Section 1. Name. The name of this organization shall be the International Association of Business Communicators Barbados, a not-for-profit organization, hereinafter referred to as IABC Barbados.

Section 2. Affiliation. IABC Barbados is an affiliate of the Southern Region of the International Association of Business Communicators (IABC), with headquarters in San Francisco, California, USA.

Section 3. Geographic Area. The geographic area served by IABC Barbados includes members in the following parishes, as may be defined from time to time by the IABC Barbados Executive Board: Christ Church, St. Andrew, St. George, St. James, St. John, St. Joseph, St. Lucy, St. Michael, St. Peter, St. Philip and St. Thomas. IABC-Barbados may also serve members-at-large in the Caribbean who are without a home chapter.

ARTICLE 2: PURPOSE

Section 1. Mission. IABC Barbados is dedicated to improving the effectiveness of internal and external communication of businesses, organizations, and institutions. The organization’s mission is to:
(a) Provide lifelong learning opportunities that give IABC members the tools and information they need to be the best in their chosen disciplines.
(b) Share among our membership best global communication practices, ideas, and experiences that will enable the development of highly ethical and effective performance standards for our profession.
(c) Shape the future of the profession through groundbreaking research.
(d) Champion the communication profession to business leaders.
(e) Unite the communication profession worldwide in one diverse, multifaceted organization under the banner of the International Association of Business Communicators.

ARTICLE 3: MEMBERSHIP

Section 1 – Regular Meetings
Regular meetings of IABC Barbados shall be held quarterly at such times and locations within the area served by the Chapter as the Executive Board shall determine.

Section 2 – Notice of Meetings
(a) All members shall be sent written notice of meetings, including time, location, and purpose of the meeting, at least one week prior to said meeting.
(b) Any notice shall be sufficiently given if delivered personally to the member; or if delivered to the last address of such person as recorded in the books of IABC; or if mailed by prepaid mail addressed to said address; or if sent to said address by any means of wire or wireless or any other form of transmitted or recorded communication. Electronic mail may be used for notices at the discretion of the Executive Board, provided the member has consented to such method of notification.

Section 3 – Special Meetings
(a) The Executive Board may call special meetings of the membership at any time by sending written notice as specified in Section 2.
(b) A special meeting of the membership shall be held no less than 30 days after presentation of a request for such a meeting, delivered to the Secretary and signed by at least 40 percent of the total voting membership.

Section 4 – Voting
Voting rights are reserved for Regular Members of the Association; Student and Honorary members shall not be eligible to vote.

Section 5 – Quorum
A quorum necessary to act on official business of the entire Chapter shall consist of at least 40 percent of the total voting membership. Voting by proxy is not allowed for Chapter proceedings.

Section 6 – Cancellation
The Executive Board may, by a majority vote, cancel or postpone any meeting of the Chapter for cause, except those called by a quorum of the membership.

Section 1 – Officers
(a) The officers of IABC Barbados shall be a President, President-Elect, Past President, Vice President Administration, Vice President of Finance, Vice President of Membership, Vice President of Professional Development, Vice President of Communication and Vice President of Marketing.

(b) These officers shall perform the duties necessary to the office or as prescribed by the Executive Board, these Bylaws, Chapter policy, and the parliamentary authority adopted by the Chapter. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Executive Board or the President otherwise directs.

(c) The President and President-Elect shall serve a single one-year term. Other elected officers shall serve a one-year term and may be elected for a second consecutive term.

Section 2 – Qualifications for Office
Any Regular Member with a minimum of one year’s active service in IABC may be nominated for any Chapter office. However, only Regular Members in good standing shall be eligible for election to office, providing they meet Bylaws requirements.

Section 3 – Nomination of Officers
(a) Candidates for each office except President and Past President shall be selected by a Nominating Committee, consisting of the Past President, President-Elect who will serve as chair and three members appointed by the President. Nominees will be drawn from submission by members of IABC Barbados including self-nomination.

(b) The President-Elect automatically accedes to the office of President. The outgoing President automatically assumes the office of Past President.

(c) The Nominating Committee shall screen nominees under guidelines adopted by the Executive Board, primarily on the basis of competency criteria established by IABC, with consideration for geographic, demographic, and cultural diversity.

(d) The Nominating Committee shall present its slate to the Executive Board for approval, and copies of the slate shall be sent in writing to all voting members at least 30 days in advance of the final meeting of the calendar year.

Section 4 – Election of Officers

(a) An official ballot shall accompany the slate of officers sent to all voting members; ballots must be returned to the Vice President Administration or as otherwise directed no later than seven days prior to the final meeting of the calendar year. The Nominating Committee shall be responsible for tabulating all official ballots and announcing the elected officers at the final meeting of the calendar year.

(b) Officers shall take office at the close of the meeting at which their election is announced, and shall hold office until replaced by their duly elected and qualified successors.

Section 5 – Vacancies or Removal

(a) Vacancies in any office on the Executive Board shall be filled for the balance of the term by the Executive Board at any regular or special meeting in accordance with these Bylaws. Successors must be named within 30 days of the vacancy. If the Past President is unable to serve, the Executive Board shall appoint a Past President from among former Presidents of the Chapter.

(b) The Executive Board, at its discretion and following IABC and Chapter policy, may, by two-thirds vote, remove any officer from office.

ARTICLE 5: DUTIES OF OFFICERS

Section 1 – President 

The President shall serve as the chief executive officer of IABC Barbados;  exercise general supervision over executive affairs of IABC Barbados; preside at  all regular and special meetings of the Chapter and of the Executive Board;  appoint and serve, ex officio, as a voting member of all committees (except the  nominating committee;) represent or appoint a representative of IABC Barbados 

at meetings of other organizations and in civic, professional, and educational  activities; and perform other duties necessary to the office or as prescribed by  the Executive Board and these Bylaws. The President shall be elected for a one year term, and may serve for two consecutive terms. 

Section 2 – President-Elect 

The President-Elect shall serve as Executive Vice President of IABC Barbados;  act in the absence of the President; and perform other duties necessary to the  office or as prescribed by the President, the Executive Board, and these Bylaws.  The President-Elect shall serve a single one-year term and shall automatically  accede to the office of President.

Section 3 – Vice President Administration 

The Vice President Administration shall keep a record of all the proceedings of  the Chapter; sign all certified copies of acts of the Chapter; maintain official  Chapter record books, Bylaws, policies, procedures, and other documents;  prepare meeting notices and orders of business; and perform other duties  necessary to the office or as prescribed by the President, the Executive Board,  and these Bylaws. The Vice President Administration shall serve a one-year  term and may be elected for a second consecutive term. 

Section 4 – Vice President of Finance 

The Vice President of Finance shall serve as Treasurer and chief financial officer  of the Chapter; chair the Finance Committee; be responsible for deposit,  safekeeping, and disbursement of the funds of the Chapter; maintain records  concerning receipts, expenditures, and assets of the Chapter; prepare an annual  budget and dues recommendations for the Chapter; prepare full and interim  financial reports as directed by the Executive Board; and perform other duties  necessary to the office or as prescribed by the President, the Executive Board,  and these Bylaws. The Vice President of Finance shall serve a one-year term  and may be elected for a second consecutive term. 

Section 5 – Vice President of Membership 

The Vice President of Membership shall focus on the growth and maintenance of  the Chapter’s membership. This will include the planning of incentive  programmes which create value for members and prospective members; serve  as an advocate to other Board members for the delivery of member benefits and  value for money; act as a liaison between members and headquarters on  membership matters; prepare full and interim membership reports as directed by  the Executive Board; and perform other duties necessary to the office or as  prescribed by the President, the Executive Board, and these Bylaws. The Vice  President of Membership shall serve a one-year term and may be elected for a  second consecutive term. 

Section 6 – Vice President of Professional Development  

The Vice President of Professional Development shall focus on the preparation  of programmes and activities which promote the outreach and educational  objectives of the Chapter; prepare full and interim professional development  reports as directed by the Executive Board and perform other duties necessary to  the office or as prescribed by the President, the Executive Board, and these  Bylaws. The Vice President of Professional Development shall serve a one-year  term and may be elected for a second consecutive term. 

Section 7 – Vice President of Communication 

The Vice President of Communication shall conceptualize communications plans and activities which promote the objectives of the Chapter; issue news releases 

on Chapter activities; coordinate the writing of articles and features which  promote the Chapter and the profession; have responsibility for the maintenance  of the Chapter website and other communication vehicles; prepare full and  interim communications reports as directed by the Executive Board; perform  other duties necessary to the office or as prescribed by the President, the  Executive Board, and these Bylaws. The Vice President of Communication shall  serve a one-year term and may be elected for a second consecutive term. 

Section 8 – Vice President of Marketing 

The Vice President of Marketing shall conceptualize marketing plans which raise  brand awareness of IABC and create value for members and prospective  members; build strong customer relationship programmes which promote the  objectives of the Chapter; prepare full and interim marketing reports as directed  by the Executive Board; and perform other duties necessary to the office or as  prescribed by the President, the Executive Board, and these Bylaws. The Vice  President of Marketing shall serve a one-year term and may be elected for a  second consecutive term. 

Section 9 – Past President 

The Past President shall chair the Nominating Committee; provide strategic  council to the President and other Executive Board members; help identify  members to participate on Region- and International-level committees and work  groups; and perform other duties necessary to the office or as prescribed by the  President, the Executive Board, and these Bylaws.

ARTICLE 6: EXECUTIVE BOARD

Section 1. Authority and Responsibility 

(a) The Executive Board shall have supervision, control, and direction of the  affairs of IABC Barbados; determine its policy or changes therein within the limits  of law, these Bylaws, and the Bylaws, rules, and procedures of IABC; uphold the  IABC Code of Ethics for Professional Communicators; actively pursue the  Chapter’s mission; and supervise disbursement of its funds.  

(b) The Executive Board may adopt such rules and regulations for the conduct of  its business as it deems advisable, and may delegate certain of its authority and  responsibility to the President, the officers, or to other committees or persons.  

(c) The Executive Board shall select a Delegate and Alternate from among the  Chapter President, Past President, and President-Elect to cast the Chapter’s  vote on IABC issues. 

Section 2 – Composition 

The Executive Board of IABC Barbados shall consist of the officers of IABC Barbados, as defined in Article 4, Section 1, Paragraph (a). Chapter committee  chairpersons, and any members of the IABC Executive Board or the IABC  Region Board who are members of IABC Barbados, shall be ex officio, non voting members of the Chapter’s Executive Board. 

Section 3 – Quorum 

(a) A quorum of the Executive Board shall consist of a majority of the voting  members. 

(b) If a quorum cannot be mustered, a meeting may proceed, and any action  taken shall become valid if subsequently confirmed by unanimous approval in  writing of the voting members of the Executive Board. 

(c) With permission of the President, members may participate in any meeting of  the Executive Board or any committee of the Executive Board by means of  videoconference, conference telephone, Internet conferencing, or other similar  communications or collaborative conferencing equipment or software that  enables all persons participating in the meeting to hear and speak with each  other. Participation in a meeting by means of such equipment shall constitute  presence in person at the meeting. 

Section 4 – Meetings 

The Executive Board shall meet monthly during each Administrative Year at such  time and at such place as the President may prescribe. Notice of all such meetings shall be given to Executive Board members in the manner specified in  Article 6, Section 2, Paragraph (b), not less than two weeks before the meeting is  held. Special meetings of the Executive Board may be called by the President or  at the request of two-thirds of the officers. Officers shall be notified not less than  72 hours before any such special meeting is held. 

Section 5 – Closed Session 

(a) The Executive Board may at its discretion, and when required by law, IABC  policy, Chapter policy, or these Bylaws, vote to hold closed sessions, provided  that (1) the reason for the closed session and (2) the individual vote of each  Executive Board member to hold the closed session are recorded in the minutes  of the open session.  

(b) The only persons entitled to be present during, or review the records of, a  closed session are those entitled to vote thereat; others who, although not  entitled to vote, are entitled or required under provision of law, IABC policy,  Chapter policy, or these Bylaws to be present at the meeting; and those invited  by the President or with the consent of the Executive Board. 

Section 6 – Compensation 

No member of the Executive Board shall receive any compensation for services  as an officer or Executive Board member. 

ARTICLE 7: COMMITTEES

Section 1 – Selection Criteria 

Committee, work group, and task force members, however designated, shall be  selected primarily on the basis of competency criteria established by the  Executive Board, with consideration for geographic, demographic, and cultural  diversity. Except as otherwise provided by these Bylaws, the President shall  appoint chairpersons of all committees, work groups, and task forces, however  designated. 

Section 2 – Finance Committee 

A Finance Committee shall be appointed by the President. The Vice President of  Finance, as Treasurer and chief financial officer, shall chair the Committee; other  members may include the President at his or her discretion, and shall include the  President-Elect and three other members, at least one of whom may be a public  accountant or professional financial advisor. It shall be the duty of the Finance  Committee to review regular financial results; to oversee preparation of an  operating budget for the fiscal year adopted by the Executive Board; to annually  review the Chapter’s policy on reserves; and to recommend reserve amounts for  the Chapter to maintain. The Finance Committee may from time to time submit  amendments to the budget for the current fiscal year, which may be adopted by a  majority vote of the Executive Board, and shall report as defined in Chapter  policy.  

Section 3 – Membership Committee 

A Membership committee shall be appointed by the President. The Vice  President of Membership shall chair the Committee. The Committee shall devise  plans to grow and maintain the Chapter’s membership. This will include the  creation of incentive programmes that create value for members and prospective  members. 

Section 4 – Professional Development Committee 

A Professional Development Committee shall be appointed by the President.  The Vice President of Professional Development shall chair the Committee. The  Professional Development Committee shall focus on the preparation of  programmes and activities which promote the outreach and educational 

objectives of the Chapter; co-ordinate the execution of such events geared  toward the professional development of members; and prepare full and interim  professional development reports as directed by the Executive Board and  perform other duties necessary to the office or as prescribed by the President,  the Executive Board, and these Bylaws.  

Section 5 – Communications Committee 

The Communications Committee shall be appointed by the President. The Vice  President of Communications shall chair the Committee. The Communications  Committee shall further position the IABC as a recognisable and credible  professional body among local stakeholders via the application of effective  communication strategies and mediums. The Committee shall also assist the  Marketing arm of the IABC to create awareness of activities among members,  the media and the general public, become familiar with the IABC’s resources,  articulate the IABC’s key messages and support the recruitment efforts. The  Committee shall specifically seek to build a positive public image for the Chapter  to motivate current members to be active and encourage prospective members  to join. 

Section 4 – Other Standing Committees, Special Committees, and Task  Forces 

The President shall appoint such other committees, subcommittees, task forces,  work groups, or advisory bodies, however designated, as are necessary and  which are not in conflict with other provisions of these Bylaws, and shall  prescribe their duties. The Executive Board may delegate to any such committee  any of the powers of the Executive Board, subject to any rules and procedures  imposed from time to time by the Executive Board. Members shall serve at the  pleasure of the Executive Board, without remuneration. All such committees,  subcommittees, task forces, work groups, or advisory bodies, however  designated, shall be accountable to the Executive Board as defined in Chapter  policy.

ARTICLE 8: FINANCE

Section 1 – Authority 

The Executive Board shall have supervision, control, and direction of the  receipts, expenditures, and assets of IABC Barbados. 

Section 2 – Fiscal Year 

The fiscal year of IABC Barbados shall be the same as that of the International  Association of Business Communicators. 

Section 3 – Budget 

In advance of each fiscal year, the Executive Board shall adopt an operating  budget covering all activities of IABC Barbados. 

Section 4 – Reserves 

The Executive Board shall develop polices and shall retain or develop financial  reserves it deems adequate to provide reasonable financial stability of the  Chapter and continuity of its operations and member services. The amount of  these operating reserves shall be reviewed annually by the Finance Committee  and ratified by the Executive Board. 

Section 5 – Audits The accounts of IABC Barbados shall be audited not less than annually by an  independent Certified Public Accountant, approved by the Executive Board, if the  Chapter’s cash assets exceed the threshold of BDS $50,000. The Accountant  shall provide a report to the Executive Board and the membership.

ARTICLE 9: OPERATIONS

Section 1 – Rules of Order 

Meetings and procedures of IABC Barbados shall be regulated and controlled  according to the current edition of Robert’s Rules of Order (Revised) for  parliamentary procedure, except as otherwise provided by these Bylaws. 

Section 2 – Policies 

(a) Code of Conduct. The Chapter and its members and employees shall abide  by the IABC Code of Ethics for Professional Communicators and the Bylaws and  policies of IABC and of the Chapter. In addition, the Executive Board may, from  time to time, make, repeal, or amend rules and a Code of Conduct that shall be  binding on members and staff. Any such rules and Code may relate to the 

general regulation of the Chapter and its members and employees, and may  contain procedures necessary or desirable for the proper running and carrying  out of the objectives of the Chapter.  

(b) Rules, Regulations, and Policies. The Executive Board may establish rules,  regulations, and policies, and shall maintain a Policy Manual relating to  governance, management, operation, and administrative procedures of, and  provision of services and conferring of honors by, the Chapter. These rules,  regulations, and policies shall in no instance contravene or be inconsistent with  law, these Bylaws, or the Bylaws, rules, and procedures of IABC.  

Section 3 – Duties of Officers, Directors, and Others 

Every officer or Director of IABC Barbados, in exercising the powers and  discharging the duties of an officer or Director, shall act honestly and in good  faith with a view to the best interests of the Association and the Chapter, and  shall exercise the care, diligence, and skill that a reasonable, prudent person  would exercise in comparable circumstances. 

ARTICLE 10: NONDISCRIMINATION

Section 1
IABC Barbados shall not deny membership or membership privileges on the  basis of race, ethnicity, color, creed, religion, physical ability, gender, sexual  orientation, age, national origin, or language.

ARTICLE 11: DISSOLUTION

Section 1
IABC Barbados shall use its funds only to pursue the mission specified in these  Bylaws, and no part of said funds shall accrue to or be distributed to members of  IABC Barbados. On dissolution of IABC Barbados, any funds remaining shall be  distributed to the International Association of Business Communicators.

ARTICLE 12: AMENDMENTS

Section 1 – Procedure
These Bylaws may be amended at any regular or special meeting of IABC Barbados at which a quorum is present, by a two-thirds vote of the voting  members present, provided that the proposed amendments have been submitted  and reviewed in accordance with the procedures set forth in Section 2 and sent  in writing to all members of the Chapter not less than 30 days prior to the  meeting at which they will be considered, and provided that at least a majority of  the Executive Board is present for the Chapter vote. Electronic mail or any other  form of transmitted or recorded communication may be used for notice of  proposed amendments, at the discretion of the Executive Board. Written notice  of the meeting must accompany the proposed amendments. 

Section 2 – Submission and Review
Any member may propose an amendment to these Bylaws by first delivering, in  writing, a copy of the proposed Bylaws amendment to the Secretary of the  Chapter. The Executive Board shall review the proposed Bylaws amendment for  content, form, and congruence with other Bylaws, and shall, at the request of the  member proposing the Bylaws amendment, present the proposed amendment at  the next possible regular or special meeting of the Chapter with their  recommendation, for consideration under the provisions set forth in Section 1. 

Section 3 – Conformance with IABC Bylaws
These Bylaws and any amendments to them shall in no instance contravene Bylaws of IABC. In cases where there is a conflict, IABC Bylaws and policy shall prevail.