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Bylaws of the Central
Pennsylvania Chapter of the International Facility
Management Association.
Adopted:
3/3/06
Article I: Name
Section 1.
The name of this organization is the Central
Pennsylvania Chapter of the International Facility
Management Association, hereinafter referred to as
the “Chapter” said Chapter being a unit of the
International Facility Management Association, hereinafter
referred to as the “Association.”
Article II: Governing Authority
Section 1.
The Chapter is governed and operated in
accordance with the laws of the State of Pennsylvnaia,
provisions of the Association’s Constitution and
Bylaws, this Chapter’s Bylaws, the regulations and
requirements for the conduct of the Chapter of the
Association as adopted from time to time by the
Association’s Board of Directors and the rules and
instructions of the Chapter’s board of directors issued
through its officers.
Article III:
Organization
Section 1.
The Chapter is a separate entity and the
Association is not financially responsible for it.
Section 2.
The Chapter shall
be chartered by and shall be affiliated with the
Association.
Article IV: Purpose and Policy
Section 1.
The Association Chapter shall foster the
purposes, vision, mission, goals, core values, and Code of
Ethics of the Association in a distinct geographic area.
Members of the Chapter shall strive to implement the
Association’s professional policies among themselves and in
the organizations which they serve.
Section 2.
The name, funds or influence of the Chapter
may be used only in support of Section 1.
Article V: Membership
Section 1.
The qualifications for membership shall
conform to the requirements of the Association’s
Constitution and Bylaws. Chapter members, who do not comply
with Association requirements for Chapter membership,
including payment of additional dues or fees, shall be
automatically dropped from Chapter membership.
Section 2.
Membership in the Association is a
prerequisite to membership in the Chapter.
Section 3.
The provision of the Association Bylaws for
disqualification, suspension, expulsion and reinstatement of
members shall govern.
Section 4.
No more than two Associate members who are
employed by the same organization may belong to any one
Chapter at the same time. The Chapter may invite non-members
to attend Chapter meetings and events in accordance with
such policies and procedures, if any, adopted by the
Association’s Board of Directors.
Article VI: Chapter Board of Directors
Section 1.
All Officers and Directors shall be members
in good standing of the Association and shall be members of
the Chapter.
Section 2.
The management and direction of the Chapter
shall be delegated exclusively to its board and only those
board members specifically named as Officers or Directors
shall be eligible to vote on Chapter business.
Section 3.
(a)
The Chapter’s Board shall at a
minimum consist of four members including the President,
Vice President(s), Secretary, Treasurer and Immediate
Past President. The maximum number of Board Members shall be
12. (The Chapter may choose to combine the duties of the
Secretary/Treasurer.) The Chapter may choose to include on
the Board additional Directors whose duties and
responsibilities shall be as approved by the Association’s
Board.
(b)
“Past President” shall mean a
member in good standing who served to the end of a term as
President after election or succession. “Immediate Past
President” shall mean the Past President, if any, who served
most recently before the commencement of the current full
annual officers’ term, and who agrees to serve in the roles
assigned by these Bylaws to the Immediate Past President.
(c)
Non-Officer Directors are
appointed by the President and serve until the commencement
of the next Presidential term.
Section 4.
Board of Directors
Meetings
(a)
Regular meetings. Regular
Meetings of the Chapter’s Board of Directors shall be held
at the call of the President with at least 7 days advanced
notice.
(b)
Special meetings. Special
Meetings may be called by a majority of the Board of
Directors with at least 7 days advanced notice. The business
at Special Meetings shall be limited to that of which the
meeting was called. The Chapter President shall be the
presiding Officer at all Special Meetings.
Section 5.
A majority of the Board shall constitute a
quorum.
Section 6.
The Chapter
Board of Directors is specifically empowered to adopt rules
for its own proceedings. If Board membership falls below a
quorum, the remaining Board may meet even without a quorum
to appoint sufficient members to attain a quorum.
Section 7.
Should the
President resign, or otherwise be unable to fulfill his or
her term of office, the succession of Officers shall be Vice
President to President. No advanced notice shall be
necessary for filling a vacancy at a regular meeting of the
Board.
Section 8.
A vacancy in a
Director’s position shall be filled by appointment by the
Chapter President for the remainder of the replaced
Director’s term.
Article VII: Officers
Section 1.
Each elected Chapter Board member shall take
office on the 1st day of July of each year and
shall serve a one-year term and until the Officer’s
successor is elected. The Officers shall be elected in
accordance with the nomination and election procedure
described in these Bylaws.
Section 2.
The Chapter President shall be a member of
the Association in good standing and shall be a member of
the Chapter. The President shall serve as Chairman of the
Board; shall preside at all meetings; shall select the
Chairs of special committees; shall ensure that
the Chapter is represented at the annual House of
Delegates Meeting through a delegate selection procedure in
conformity with any policies adopted by the IFMA Board of
Directors; shall be an ex-officio member of all committees
(except the Nominations Committee); and shall sign all
agreements and formal instruments.
Section 3.
The Chapter Vice President shall be a member
of the Association in good standing and shall be a member of
the Chapter. The Vice President shall preside in the absence
of the President and shall perform other duties as assigned
by the President or by the Board of Directors.
Section 4.
The Chapter Treasurer shall be a member of
the Association in good standing and shall be a member of
the Chapter. The Treasurer shall collect and receive Chapter
monies and securities; deposit funds and disburse same,
subject to the direction of the Board of Directors; keep
accurate books of account; submit a report at Board of
Directors’ meetings; cosign all agreements and formal
instruments, except those pertaining to the office of the
Secretary; and submit a report of the Treasurer’s office at
an annual meeting of the Chapter. The Treasurer shall
perform other duties as assigned by the Board of Directors.
Section 5.
The Chapter Secretary shall be a member of
the Association in good standing and shall be a member of
the Chapter. The Secretary shall see that notice is sent at
least 7 days in advance of all meetings of the Board of
Directors and of the Chapter and shall keep accurate minutes
thereof. The Secretary shall maintain a file of all
correspondence; keep a roster of committees and task forces;
forward requested material and information to the
Association; cosign all agreements and formal instruments,
except those pertaining to the office of the Treasurer; and
submit a report of the Secretary’s office at an annual
meeting of the Chapter. The Secretary shall perform other
duties as assigned by the Board of Directors.
Section 6.
Prior to expiration of the Officer's term a
Chapter Officer may be removed from office for good cause
only. A petition signed by a majority of Board members shall
be necessary to initiate the removal procedure. The petition
shall state the specific causes for removal. All members of
the Chapter Board shall receive at least 7 days notice of a
meeting (whether general or special) at which the removal of
the Officer will be considered. The challenged Officer shall
have right to present a defense to the Chapter Board. The
Officer shall be removed from office upon a two-thirds vote
of Chapter Board members present and voting.
Article VIII: Nomination and Election of Officers
Section 1.
The President and Vice President(s) shall not
hold the same office for more than two consecutive years.
Section 2.
Nominating Committee Procedure. A Nominating
Committee chaired by the Immediate Past President shall
prepare a list of qualified nominees no later than 90 days
before the above assumption of office date. This list shall
provide at least one name for each elective position on the
Board and shall be presented to the Chapter
not later than the regular meeting 60 days before the
assumption of office date. At this time, qualified voting
members may present nominations from the floor.
Section 3.
Elections shall be made by written ballot
delivered in a manner chosen by the committee to the
qualified voting members. The Nominating Committee shall
prepare the ballot, which shall include the original list of
nominees and those nominated from the floor. Write-in space
for each office shall be included in the ballot. Each
qualified voting member of the Chapter shall be provided
with a ballot at least four weeks prior to the ballot count
date as set by the Chapter Board of Directors. Ballots shall
be returned in the manner and timeframe specified by the
Nominating Committee. The Chapter Board may adopt policies
and procedures for balloting in conformance with applicable
state statutes.
Section 4.
Tabulation. The Nominating Committee chaired
by the Immediate Past President shall designate the method
of validation and counting of ballots. A plurality shall
elect to office. In case of a tie, the election shall be
determined by lot. Results shall be reported to the members
by the Chapter’s Immediate Past President.
Section 5.
The Chapter Secretary shall immediately
notify the Association’s President of the results of Chapter
elections of Officers and Directors, including a complete
listing of the Chapter Officers and Directors for the coming
year with their addresses and phone numbers.
Article IX: Committees
Section 1.
Committees
Chapter standing committees shall include the
following: Executive Committee and Nominating Committee.
The Chapter Board of Directors shall have the power to
create additional standing committees and special
committees. The Chapter President shall appoint all standing
and special committee members or delegate their selection to
the committee Chair, designate their duties
and may authorize compensation for justifiable expenses.
Section 2.
Executive
Committee
(a)
Composition. The Executive
Committee shall consist of the President, Vice President(s),
Secretary, Treasurer and Immediate Past President.
(b)
Authority. The Executive
Committee shall exercise the authority of the Board in the
control and management of the Chapter’s affairs when the
Board is not in session. The Executive Committee cannot
modify action taken by the Board and the Board may modify
any unexecuted action approved by the Executive Committee.
Section 3.
Nominating
Committee
(a)
Composition. The Nominating
Committee shall be chaired by the Immediate Past President,
if willing and able to serve, and otherwise the most recent
Immediate Past President willing and able to serve. If a
member of the Nominating Committee becomes a candidate for
office, that member must resign from the Nominating
Committee.
(b)
Authority. The Nominating
Committee shall perform those tasks relating to nomination
of Officers as stated in these Bylaws.
Section 4.
Authority
to Act
Committee appointees by Chapter President may
commence work immediately upon notification by the President
and before the announcement of their appointment at a Board
or Chapter meeting.
Article X: Meetings
of Members
Section 1.
Chapter meetings may be held monthly, with no
less than four regular meetings held in the Chapter’s fiscal
year.
Section 2.
Meetings of Members
(a)
Regular Meetings. Regular
Meetings of the Chapter’s membership shall be held at the
call of the President with at least 7 days advanced notice.
(b)
Special Meetings. Special
Meetings may be called with at least 7 days advanced notice
whenever the majority of the Board of Directors deems it
necessary or upon written request by not less than 20
percent of the Chapter membership. The business at Special
Meetings shall be limited to that of which the meeting was
called. The Chapter President shall be the presiding Officer
at all Special Meetings.
(c)
Annual Meeting. The Annual
Meeting of the Chapter shall be held as directed by the
Chapter Board of Directors at which time reports of the
committees shall be submitted. The Secretary shall submit an
annual report of the activities of the Chapter during the
past term of office, and the Treasurer shall submit an
annual report of the finances of the Chapter. A copy of
these reports shall also be sent to the Association as part
of the Chapter’s annual recertification report
in accordance with the Association Bylaws.
(d)
A quorum to take a binding
membership vote shall consist of two percent of the
chapter’s membership.
Article XI: Chapter Administration
Section 1.
Conduct of Chapter Business
(a) These Bylaws,
together with the applicable provisions of the Association’s
Constitution and Bylaws, Robert’s Rules of Order (Newly
Revised), and applicable state or country law shall govern
the conduct of the business of the Chapter.
(b) Rules in the nature of rules of order
contained in these Bylaws may not be suspended unless such
rules provide for their own suspension.
Section 2.
Neither members nor Directors may vote, or
otherwise act, by proxy.
Section 3.
The fiscal year of this Chapter shall be the
same as that of the Association.
Section 4.
The Chapter shall furnish all records and
reports requested by the Association’s President, including
regular reports on the financial condition of the Chapter.
Section 5.
Minutes of Board
of Directors meetings, meetings of members, and committee
and Special Meetings shall be sent to the Association by the
Chapter Secretary.
Section 6.
Recertification
The Chapter shall submit a request for
recertification to the Association’s President each year by
the date established by the Association’s President. The
request shall include such information as required by
policies and procedures adopted by the Association’s Board
of Directors. The Association’s Board of Directors shall
review the request for recertification and approve or deny
the request based upon the professional activity of the
Chapter and its Officers. The Board may grant conditional
recertification upon such terms and conditions as the Board
deems appropriate.
Section 7.
Chapter remittance of members’ annual dues
shall be set by the Chapter’s Board of Directors with
approval by the Association President.
Section 8.
Annual dues
notice shall be sent by the Association at least 60 days in
advance of each member’s anniversary date and are payable
when rendered. Initial dues shall accompany the membership
application.
Section 9.
Association and Chapter dues shall be payable
in U.S. dollars or the equivalent directly to the
Association. Chapter remittance of members’ Chapter dues
will be returned to the Chapter by the Association in
accordance with IFMA policy as stated in the Association
Constitution and Bylaws.
Section 10.
No Assessments
Association Chapters do not have the power to
levy any special assessment on any member of the
Association, other than regular annual dues and reasonable
and necessary fees for attendance at Association and Chapter
meetings, conferences, seminars and special events.
Voluntary contribution programs for Chapter support or other
purposes may be established by the Association’s Board of
Directors. The Association’s Board of Directors may, on a
case-by-case basis or by adopted procedures, allow units the
ability to charge additional and/or supplemental fees for
services rendered by such unit.
Section 11.
A member of the Board of Directors or of a
committee shall be disqualified from participation
concerning or voting on any item of business as to which the
member has a direct personal or pecuniary interest not
common to the other members of the Board or committee.
Article XII: Amendments
Section 1.
Any elected
Chapter Officer or Director may propose an amendment to
these Bylaws. Proposed amendments to Chapter’s Bylaws shall
first be submitted along with a copy of the complete,
current Chapter Bylaws, to the Association for approval.
After Association approval, the proposed amendments shall
then be publicized to the general Chapter membership at
least two weeks prior to a regular Chapter meeting or
Special Meeting.
Section 2.
Within two weeks of the meeting referred to
in Section 1, the Chapter Secretary shall send ballot forms
to all qualified voting members of the Chapter, with all
returned ballots to be returned within forty-five days after
the date that the Secretary sends out the ballot forms.
These Bylaws may then be amended by a two-thirds vote of
those responding. The Chapter Board may also adopt policies
and procedures for balloting in conformance with applicable
state statutes.
Section 3.
IFMA may require
the Chapter to amend its Bylaws at any time to conform with
IFMA’s Articles of Incorporation, Constitution, Bylaws or
adopted policies.
Article XIII: Not-for-Profit, Professional Association
Section 1.
Chapter is
organized and operated exclusively for the purpose described
in Section 501(c)(6) of the U.S. Internal Revenue Code or
the corresponding provisions of a future United States of
America revenue law.
Article XIV:
Dissolution, Suspension & Termination
Section 1.
Provisions for suspension, termination, and
dissolution of the Chapter shall be as provided for in the
Association Bylaws and such policies as the Association
Board may adopt in support of the Bylaws. If the Chapter is
unable to dissolve and liquidate its assets, the
Association’s President shall be deemed the Chapter’s
representative and may perform all acts useful and necessary
for the dissolution of the Chapter and the liquidation of
its assets.”
Article XV: Numbering of Articles and Sections
Section 1.
The Chapter
Board of Directors is authorized to number the articles and
sections of these Bylaws to correspond with any changes that
may be approved.
Ratified
this 10th day of March, 2006, by the Central
Pennsylvania Chapter Board of Directors
Approved by Chapter
Board of Directors on May 18, 2005.
 Signed
____________________________________________________________________
Charles N. Claar, CFM,
President
Approved by IFMA’s Board
of Directors on July 21, 2005.
Approved by Chapter
membership on Mach 3, 2006.
Official copy returned
to IFMA headquarters on March 13, 2006.
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