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BY-LAWS
Article
I - The Association
SECTION 1. NAME.
The name of this organization is INDEPENDENT COMPUTER CONSULTANTS ASSOCIATION,
DELAWARE VALLEY CHAPTER. The name may be abbreviated as ICCA/DV. This
local chapter is an integral part of the Independent Computer Consultants
Association national organization.
SECTION 2. PURPOSE.
ICCA/DV’s purposes are:
1. Promote the common business interests of those engaged in the computer
consulting business.
2. Encourage high standards of competence and conduct and promotion of
a professional attitude among its members.
3. Increase the professionalism of its members through educational programs
and discussion of common executive and technical problems.
4. Provide services and benefits to its members.
5. Increase the awareness in the general business, education, and governmental
communities to the services available from members.
ARTICLE II - Membership
Classes and Privileges
SECTION 1. CLASSES OF MEMBERSHIP.
There are two classes of membership -- Full Member and Associate. Members
of the national organization are eligible for membership in ICCA/DV as
Full Members. The member firm will select one full-time employee to represent
it as the voting representative to the local chapter. Individuals or firms
otherwise not eligible for full membership in ICCA/DV may become Associates
of ICCA/DV.
SECTION 2. PRIVILEGES OF MEMBERS.
1. All members will have the privilege of the floor at meetings.
2. Only Voting Representatives of Full Members in good standing are allowed
to be elected as members of the local Board of Directors, as officers
of the local chapter, or be delegates to regional or national conventions.
3. Only Voting Representatives of Full Members in good standing are permitted
to vote at meetings.
4. Non-member requests for the privilege of the floor may be granted by
the unanimous consent of members present.
ARTICLE III - Membership
Eligibility
SECTION 1. LOCAL CHAPTER ELIGIBILITY
Membership eligibility in ICCA/DV shall be based upon the same criteria
for membership as is set forth in the By-laws of the National ICCA, which
are hereby adopted and incorporated by reference in these by-laws. Such
changes that may occur from time to time in the criteria for membership
eligibility in the National ICCA will hereby be deemed to be effective
as criteria for membership eligibility in ICCA/DV.
ARTICLE IV - Meetings
SECTION
1. MEMBERSHIP MEETINGS.
There shall be at least eight (8) meetings
of the membership each year. The time and place of the meetings shall
be determined by the local Board of Directors.
SECTION 2. ANNUAL ELECTION MEETING.
A membership meeting held no more than four (4) months nor later than
one (1) month before the beginning of the fiscal year shall be convened
as an annual election meeting. The exact date will be determined by the
local Board of Directors. The annual election meeting shall: 1. Elect
officers and directors. 2. Transact any other such business as may properly
come before it.
SECTION 3. ANNUAL BUSINESS MEETING.
A membership
meeting held no more than four (4) months nor later than one (1) month
before the beginning of the fiscal year shall be convened as an annual
business meeting. The exact date will be determined by the local Board
of Directors. The annual business meeting shall:
1. Adopt an adequate budget for the upcoming fiscal year.
2. Transact such other business as may properly come before it.
SECTION 4. QUORUM.
A quorum shall be defined as the number of members attending the meeting
either in person or by proxy.
SECTION 5. ORDER OF BUSINESS.
The usual parliamentary rules as laid down in "Robert’s Rules of Order"
will govern all deliberations, when not in conflict with these by-laws.
SECTION 6. ATTENDANCE AT MEETINGS.
All membership meetings, including the annual meetings,
shall be open to the public.
ARTICLE V - Financial
Administration
SECTION 1. FISCAL YEAR.
The fiscal year of ICCA/DV shall correspond to that of national ICCA.
SECTION 2. DUES.
The dues shall be set by the board of directors, with ratification of
a change in the local dues requiring a two thirds vote of the quorum at
the annual business meeting.
SECTION 3. PAYMENT OF DUES.
Payment of local dues and failure to pay local dues shall be treated in
the same manner as national dues as specified in the national bylaws.
SECTION 4. BUDGET.
A budget for the ensuing fiscal year shall be submitted by the local Board
of Directors to the annual business meeting for adoption. The budget shall
include support for the work of ICCA/DV.
ARTICLE VI - Board
of Directors
SECTION 1. NUMBER, MANNER OF ELECTION, AND TERMS OF
OFFICE.
The local Board of Directors shall consist of the officers of ICCA/DV,
four elected directors, and not more than four appointed directors. Two
elected directors shall be elected by the general membership at each annual
election meeting, and shall serve, commencing at the start of the following
fiscal year for a term of two years, or until their successors have been
elected and qualified. The elected directors shall appoint such additional
directors, not exceeding four, as they deem necessary to carry on the
work of ICCA/DV. The terms of office of the appointed directors shall
be one year and shall expire at the start of the next fiscal year.
SECTION 2. QUALIFICATIONS.
No person shall be elected or appointed, or shall continue to serve as
an officer or director of ICCA/DV unless he or she is a voting representative
of a full member of ICCA/DV. Only voting representatives of full members
are eligible for election or appointment to the local Board of Directors.
SECTION 3. VACANCIES.
Any vacancy occurring in the local Board of Directors by reason of resignation,
death, or disqualification may be filled, until the next annual business
meeting, by a majority vote of the remaining members of the local Board
of Directors. Three consecutive absences from board meetings of any director
without a valid reason shall be deemed a resignation.
SECTION 4. POWERS AND DUTIES.
The local Board of Directors shall have full charge of the property and
business of the organization, with full power and authority to manage
and conduct same, subject to the instructions of the general membership.
It shall plan and direct the work necessary to carry out the program as
adopted by the National Convention, Regional Convention, and annual business
meeting. The local board shall create and designate such special committees
as it may deem necessary.
SECTION 5. MEETINGS.
There shall be at least four (4) regular meetings of the local Board of
Directors annually. The President may call special meetings of the local
Board of Directors and shall call a special meeting upon the written request
of 50% of the members of the board. The meeting of the local Board of
Directors shall not be open to the general public, but shall be open to
all members in good standing.
SECTION 6. QUORUM.
A majority of the members of the local Board of Directors shall constitute
a quorum.
ARTICLE VII - Officers
SECTION 1. ENUMERATION AND ELECTION OF OFFICERS.
The officers of ICCA/DV shall be a President, a Vice-President, a Secretary,
and a Treasurer, who shall be elected for terms of two years by the general
membership at an annual election meeting, and take office at the beginning
of the following fiscal year. Only voting representatives of full members
in good standing shall vote for officers, but all members may present
names of qualified members for nomination and participate in discussion
concerning the election. The President and Secretary shall be elected
in odd numbered years. The Vice-President and Treasurer shall be elected
in even numbered years.
SECTION 2. THE PRESIDENT.
The President shall preside at all meetings of the organization and of
the local Board of Directors. The President may, in the absence or disability
of the Treasurer, sign or endorse checks, drafts, and/or notes. The President
shall be Ex Officio, a member of all committees. He or she shall have
such usual powers of supervision and management as may pertain to the
office of the President and perform such other duties as may be designated
by the Board.
SECTION 3. THE VICE-PRESIDENT.
The Vice-President shall, in event of absence, disability, resignation,
or death of the President, possess all the powers and perform all the
duties of that office until such time as the local Board of Directors
shall select one of its members to fill the vacancy. The Vice-President
shall perform such other duties as the President and Board may designate.
SECTION 4. THE SECRETARY.
The Secretary shall keep minutes of all meetings. He or she shall notify
all officers and Directors of their election. He or she shall sign, with
the President, all contracts and other instruments when so authorized
by the Board and shall perform such other functions as may be incidental
to the office.
SECTION 5. THE TREASURER.
The Treasurer shall collect and receive all moneys due. The Treasurer
shall be the custodian of these moneys, shall deposit them in a bank designated
by the local Board of Directors, and shall disburse the same only upon
order of the Board. He or she shall present statements to the Board at
their regular meetings and shall present an annual report at the annual
business meeting.
ARTICLE VIII - Nominations
and Elections
SECTION 1. ELECTIONS.
The elections shall be by ballot, providing that when there is but one
nominee for each office, the Secretary may be instructed to cast the ballot
for every nominee. A majority vote of those qualified to vote and voting
shall constitute an election. In the event that no nominee receive a majority
vote, the nominee receiving the highest number of votes shall be elected.
In the event of a tie vote, the election shall be decided by coin flip
supervised by the President, unless he or she is involved in the election,
in which case the Vice-President, Secretary, or Treasurer, in that order,
who is not involved in the election, shall supervise the coin flip.
ARTICLE IX - Member
Action
SECTION 1. MEMBER ACTION.
Members may act in the name of ICCA only when authorized to do so by the
proper Board of Directors. When so acting, they may act only in conformity
with, and not contrary to, a position taken by ICCA/DV or ICCA national.
ARTICLE X - Amendments
SECTION 1. AMENDMENTS.
These bylaws may be amended by a two-thirds vote of the full members voting
at the annual business meeting, provided that amendments were submitted
to the membership in writing at least one month in advance of the meeting.
ARTICLE XI - Use of
Funds
SECTION 1. USE OF FUNDS.
ICCA/DV may use its funds
only to accomplish the objectives and purpose specified by these bylaws.
No part of its funds will benefit or be distributed to the members of
the Association except as reimbursement for approved expenses determined
by the ICCA/DV Board of Directors. On dissolution of ICCA/DV, any funds
remaining will be sent to ICCA national to be used as the National Board
deems appropriate.
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