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BylawsBylaws of the Strategic and Competitive Intelligence Professionals Revised April 2009 ARTICLE I – NAME and LOCATION Section 1.1 NAME. The name of this non-profit corporation shall be “Strategic and Competitive Intelligence Professionals” (hereinafter referred to as the "Society") which may also be referred to by the acronym, “SCIP.” Section 1.2 LOCATION. The Society shall have offices and conduct activities in such localities as designated by the Board of Directors. ARTICLE II – PURPOSES The purposes of SCIP shall be: To promote the common business interests of competitive intelligence professionals and to provide educational, professional development, and other services to competitive intelligence professionals worldwide. Article III - MEMBERSHIP Section 3.1 QUALIFICATIONS. Membership in the Society shall be open to any individual who submits a completed application, pays the required annual dues, shares an interest in the field of competitive intelligence and agrees to uphold the Society’s Code of Ethics. Section 3.2 CATEGORIES OF MEMBERSHIP 3.2.1 Regular. Regular membership shall be available to any individual performing or managing competitive intelligence or related functions for a corporation or other entity. Regular members shall have voting privileges. 3.2.2 Student. Student membership shall be available to any individual enrolled in an accredited undergraduate or graduate-level degree program. Student members shall not have the right to vote. 3.2.3 Life. Life membership may be awarded by a majority vote of the Board of Directors to individuals who have rendered outstanding service to the Society or profession, or may be obtained by pre-paying dues as established by Section 3.4. Life members shall receive full benefits of membership. 3.2.4 Other membership categories as defined by the board of directors Section 3.3 AUTHORITY OF MEMBERS. Regular and Life members of the Society shall have authority to vote for the election of the Board of Directors, to receive an annual report of the Society and to vote on any proposed merger, consolidation or dissolution of the Society, or any other issue that profoundly affects the Society’s mission or operations. Section 3.4 DUES. Dues and fees for membership shall be established by the Board of Directors. A member in good standing shall be notified of renewal no less than thirty (30) days before expiration of membership. If a member does not renew within thirty (30) days of the renewal date, the membership shall be revoked. Dues shall not be refunded to any member whose membership terminates for any reason. Section 3.5 ANNUAL MEETING. The annual business meeting of the Society shall be held each year at such time and place as the Board of Directors shall determine. Written notice, through any official Society publication, shall be given to the members at least sixty (60) days prior to such meeting. Section 3.6 SPECIAL MEETINGS. Special meetings of the Society may be called by the Chair upon written request of twenty percent (20%) of the current membership. Notice of special meetings stating the date, time, place and general purpose of the meeting shall be communicated to each member at least sixty (60) days prior to the meeting. Section 3.7 QUORUM. A quorum shall consist of five percent (5%) of the general membership at the annual business meeting or at any special meeting scheduled in accordance with Sections 3.5 and 3.6. Section 3.8 VOTING. Each regular member shall be entitled to one vote, in person or by proxy, on all matters submitted to the membership. Proposals to be offered to the membership for vote shall first be approved by the Board of Directors unless the proposal is endorsed by five percent (5%) of the general membership, in which case the approval of the Board of Directors is not necessary. Unless otherwise specified by these Bylaws, all action shall be decided by a majority vote of the members present in person or by proxy. Section 3.9 TERMINATION OF MEMBERSHIP. Membership shall be revoked for non-payment of dues, per Section 3.4. No membership may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried out in good faith. The Board of Directors shall, by resolution, establish and maintain a procedure to terminate or suspend a membership. Article IV - BOARD OF DIRECTORS Section 4.1 MEMBERSHIP. The Board of Directors shall consist of voting members including the elected officers, three to twelve directors at large, and one ex-officio (voting) position filled by the most immediate past chair whose term as director has expired. The Chief Executive Officer (hereinafter referred to as “CEO”) shall be a non-voting member of the Board. The number of directors shall be set from time to time by resolution of the Board of Directors. Section 4.2 AUTHORITY and RESPONSIBILITY. The business and affairs of the Society shall be conducted under the direction of the Board of Directors, except as otherwise provided for in these Bylaws and the laws of the District of Columbia. The Board of Directors may delegate certain elements of its authority and responsibility to elected officers and staff. The Board of Directors shall establish Society goals, objectives, strategies, and policies, and shall maintain financial integrity of the Society. Section 4.3 NOMINATIONS and ELECTIONS. The Nominating Committee shall present candidates for the Board of Directors as vacancies occur or terms are about to expire per Section 4.4. Any voting member whose term of membership, at minimum, spans the two consecutive years immediately preceding the election shall be eligible for nomination and election. The Nominating Committee shall ensure that all nominees meet the qualifications and the requirements for candidates as presented from the nominations and elections procedures. The Nominating Committee shall recommend to the Board of Directors a slate of nominees for the Board and the Board of Directors shall approve or reject the slate as a whole. Additional nominations for the Board of Directors positions may be made by written petition addressed to the Nominating Committee Chair and endorsed by at least five percent (5%) of the regular members. A written or electronic ballot including candidates and instructions for voting shall be prepared and submitted to the membership by the Nominating Committee no later than October 1 of each year. In the event of a tie vote, there shall be a run-off. Results of the election shall be communicated to the membership, via an official Society publication, within two weeks of the close of the election. Section 4.4 TERM OF OFFICE. Directors shall serve one term of three years, except: (1) when a director is elected as an officer, that individual may continue to serve as a director while serving as an officer; or (2) when an individual who has been selected to the Board to fill a vacant unexpired term is eligible during, or upon completion of, that term to be nominated for an elected full three-year term. Otherwise, an individual who has been elected to the Board for a three-year term may only be re-elected to an additional three-year term after being off the Board of Directors for one full year. Each elected director shall take office on January 1 of the year following the election. Elections shall be conducted in accordance with Section 4.3. Section 4.5 QUORUM and VOTING. A majority of the voting members shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Any decisions, approved by a majority, shall be binding unless revoked or amended by a subsequent vote. Each of the members of the Board of Directors shall have one vote, which shall not be delegated to another nor exercised by proxy. The vote of the majority of the directors present at a meeting in which a quorum is present shall be the act of the Board of Directors unless a greater number is required by these Bylaws or the laws of the District of Columbia. In the case of a tie, the Chair (as chair of the meeting) may exercise the right to cast the deciding vote. Section 4.6 MEETINGS. A regular meeting of the Board of Directors shall be held no less than two times per administrative year. Special meetings may be called by the Chair or at the request of at least three directors. Notice of such meetings shall be given to all Board of Directors members. Section 4.6.1 Meetings by Teleconference. Members of the Board of Directors or any associated committee may participate in a meeting by means of conference telephone or other communications facilities (including but not limited to data conferencing and videoconferencing) by which all persons participating in the meeting can hear or understand each other at the same time. Such participation shall constitute presence in person at the meeting. Section 4.6.2 Action Without a Meeting. Any action taken without a meeting may only occur by unanimous written consent of all the members of the Board of Directors. Section 4.7 VACANCIES. Any director may resign provided that written notice is given to the Chair of the Society. Such resignation shall take effect upon receipt of written notice. When any seat on the Board of Directors becomes vacant for any reason, the unelected candidate(s) receiving the most votes for the Board of Directors in the last election held before the vacancy will fill the vacated position(s). In the event of a tie, there shall be a run-off. A director, so elected, shall fill the unexpired term of his or her predecessor. Section 4.8 REMOVAL. The Board of Directors may remove any director for cause by an affirmative vote of two-thirds of the members. Section 4.9 COMPENSATION. Directors shall not receive compensation for their services as such, although authorized expenses of directors for attendance at Board meetings and other Society-related business events may be reimbursed by the Society. Article V - OFFICERS Section 5.1 OFFICERS. The officers of the Society shall be the Chair, Vice Chair, the Secretary-Treasurer, and the CEO. The Vice Chair and the Secretary-Treasurer shall be elected annually by the Board of Directors from the Board membership during the last full board meeting of the calendar year. The Vice Chair shall succeed to the Chair. Section 5.2 QUALIFICATIONS. Any member of the Board of Directors, in good standing, shall be eligible for nomination and election. Section 5.3 TERM OF OFFICE. Each elected officer shall take office with effect from January 1st following their election and shall serve a full one-year term or until a successor is named or elected in accordance with the Bylaws. Officers can serve no more than two successive terms in the same office. Section 5.4 VACANCIES. Any officer may resign provided that written notice is given to the Chair of the Society or, in the event of a resignation by the Chair, written notice is given to the CEO. Such resignation shall take effect upon receipt of written notice. When the office of Chair becomes vacant for any reason, the Vice Chair will, consistent with Section 5.6.2., become Chair. When the office of Vice Chair or Secretary-Treasurer becomes vacant for any reason, the Board of Directors may, consistent with Section 5.1, elect a successor who shall fill the unexpired term of his or her predecessor. Section 5.5 REMOVAL. The Board of Directors may remove an officer for cause by an affirmative vote of two-thirds of the members. Section 5.6 DUTIES OF OFFICERS Section 5.6.1 Chair. The Chair shall be the chief elected officer of the Society and shall preside at the Board of Directors meetings. The Chair shall oversee all functions of the Society, preside at business meetings, make appointments to all committees, and serve as ex-officio member of all committees. The duties in part of the Chair may be delegated to the Vice Chair, Secretary-Treasurer, CEO or any Board member as appropriate. Section 5.6.2 Vice Chair. The Vice Chair, elected by the Board of Directors, shall assume the responsibilities of the Chair in the year following their election. They shall be responsible for duties as assigned by the Chair and agreed upon by the Board. The Vice Chair shall temporarily assume the Chair’s duties in the event that the Chair is absent, incapacitated or no longer able to serve. Should the Chair and/or the Vice Chair be unable to serve, the Secretary-Treasurer will serve as Chair until an election can be held by the board to replace the officer. The Vice Chair shall serve as Parliamentarian for the Board of Directors, advising the Chair as necessary and appropriate on the use of Robert’s Rules of Order to conduct meetings of the Board. Section 5.6.3 Secretary-Treasurer. The Secretary-Treasurer shall ensure the integrity of financial matters and meeting records of the Society as required by Law and the Bylaws. In conjunction with the Society staff, this officer ensures that the Society maintains accurate financial records, regularly reviews financial status, and ensures that financial reports are submitted periodically to the Board of Directors and, annually, to the membership. This officer shall ensure that an annual audited report is presented to the Board of Directors. The officer shall provide for notification to Members and Directors of their respective meetings in accordance with these Bylaws, and shall ensure that attendance, actions and proceedings of the meetings are recorded and maintained in the permanent records of the Society. This officer shall maintain these Bylaws, the Standing Rules and a Minutes book, shall ensure that such records as may be required by Law or the Society are kept, and shall serve as Chair of the Finance Committee. The duties in whole or in part of the Secretary-Treasurer may be delegated by the Board of Directors to the CEO or designated member of the staff. Section 5.6.4 CEO. The Board of Directors shall employ a CEO. As the chief staff officer, the CEO shall manage and direct all activities of the Society subject to the policies established by the Board of Directors and within the limits of the Bylaws, and act as spokesperson for the Society. To achieve the Society’s objectives, the CEO shall hire, shall manage, and may terminate the employment of other members of the staff of the Society. He or she will define duties of the staff, evaluate performance, establish compensation, and delegate those responsibilities of management that are in the best interests of the Society. The CEO will establish and maintain procedures for administration of Society activities and the Society office(s). The CEO shall communicate to the members of the Society all information regarding the Board of Directors’ decisions and activities of the Society. The CEO will develop an annual budget for the Society and, working with the Secretary-Treasurer, will submit the budget to the Board of Directors for approval. The CEO will report to the Chair administratively, and serve as a non-voting member of the Executive Committee. Articles VI - COMMITTEES and TASK FORCES Section 6.1 DESIGNATION. The Board of Directors, by resolution, may designate standing or special committees, and task forces to advise the Board of Directors of the Society. The Chair, with approval of the Board, shall appoint the chairpersons and members of all standing or special committees and task forces. Every board member shall serve on at least one committee. Section 6.2 GENERAL POWERS. Committees and task forces are to report promptly to the Board and only take such action(s) as is specifically designated in the Bylaws or in the resolution chartering the committee or task force. Rules of procedure that govern the Board of Directors shall govern each of these groups. No committee or task force shall have the authority to amend, alter or repeal these Bylaws, any resolution of the Board of Directors, or any Society policy or procedure. Section 6.3 DESCRIPTION OF COMMITTEES. Section 6.3.1 Nominating Committee. At the initial regular meeting of the Board of Directors each year, the Society Chair shall appoint, with the approval of the Board of Directors, a Nominating Committee composed of at least five (5) members of the Society. No member of the committee shall be eligible for nomination for Board membership while serving on the Nominating Committee. Nominations and elections procedures shall be established, standardized and approved by the Board of Directors. Annually, the nominating committee shall communicate the process and schedule for regular elections to the membership. The Nominating Committee shall recommend candidates for the Board during both the regular election period and at any other time that a vacancy occurs on the Board for any reason. Section 6.3.2 Executive Committee. The Executive Committee shall be composed of the Chair, Vice Chair, the Secretary-Treasurer, Immediate-past Chair, and the CEO. This committee will report to the Board of Directors. During the intervals between meetings of the Board of Directors, this committee is authorized by the Board of Directors to conduct Society business, within the constraints imposed by these Bylaws, budgetary constraints, and other policies and procedures of the Society. Minutes of each meeting of the Executive Committee shall be provided to the Board of Directors at the next scheduled meeting of the Board of Directors. The Board of Directors may veto any action of the Executive Committee by a two-thirds (2/3) vote of the Board at the next Board of Directors meeting. The Executive Committee shall serve as the compensation committee providing supervision and guidance concerning the Society’s human resource policies. Section 6.3.3 Finance Committee. The Finance Committee shall be chaired by and work with the Secretary-Treasurer. The Finance Committee shall also be composed of one additional member of the Board of Directors and one non-director member of the Society with financial expertise. Key responsibilities of the Finance Committee are fourfold: (1) to reaffirm that the current and projected cash flows are sufficient to support the SCIP strategies and resulting plans proposed by the Board; (2) to monitor the distribution and deployment of revenues and expenses in order to determine the relative profitability of major SCIP activities before any overhead allocations; (3) to ensure that attractive current projects do not disrupt the annual cash funding of a Reserve Fund; (4) to evaluate annually the financial viability of the SCIP business model value proposition and, if appropriate, suggest adjustments to the Board of Directors. Article VII - INDEMNIFICATION Any present or former director, officer, employee, or agent of the Society, or other such persons so designated at the discretion of the Board of Directors, shall be indemnified by the Society against all judgments, fines, settlements, and other reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person may be made a party by reason of being or having been such a director, officer, employee, or agent, except in such cases where the person is adjudged guilty of negligence or misconduct in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled. Article VIII - CONFLICT OF INTEREST Section 8.1 CONFLICT DEFINED. A conflict of interest may exist when the interests or activities of any director, officer or staff member may be seen as competing with the interests or activities of the Society, or the director, officer, staff member or agent derives a financial or other material gain as a result of a direct or indirect relationship. Section 8.2 DISCLOSURE. It is incumbent upon any director, officer, staff member or agent to disclose any potential conflict of interest to the Board of Directors. Section 8.3 POLICY. The Board of Directors shall, by resolution, establish and maintain policies and procedures for handling conflicts of interest. A copy of the policy shall be provided to each director, officer, staff member and agent upon undertaking the duties of such office. Article IX – MISCELLANEOUS Section 9.1 FISCAL YEAR. The fiscal year of the Society shall be from January 1 to December 31 inclusive. Section 9.2 USE OF FUNDS. The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure or be distributed to the members except for expenses approved by the Board of Directors. Section 9.3 CONTRACT AUTHORITY. The Board of Directors shall establish and enforce a policy with respect to the execution of contracts and who has the authority to sign for the Society. Section 9.4 RULES OF PROCEDURE. The Board of Directors shall follow Robert’s Rules of Order in the conduct of business. Section 9.5 DISSOULUTION. Upon dissolution of the Society, any remaining funds shall be distributed to one or more organizations classified by the Internal Revenue Service as a Section 501(c)(3) or Section 501(c)(6) organization. Section 9.6 AMENDMENTS. These Bylaws may be amended, repealed or modified, and new bylaws adopted by affirmative vote of two-thirds (2/3) of the Board of Directors. Amendments to or repeal of these Bylaws may be proposed by the Board of Directors on its own initiative or upon petition by five percent (5%) of the general membership. BYLAWS CERTIFICATE The undersigned certifies that he is the Secretary-Treasurer of the Society of Competitive Intelligence Professional, a non-profit corporation, and that the foregoing bylaws constitute the bylaws of the corporation as of this date, duly revised and adopted by the Board of Directors of the corporation at their April 21, 2009 meeting. Dated: April 21, 2009 Scott Leeb Secretary-Treasurer |
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