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IABC – Colorado Bylaws

ARTICLE 1 - NAME AND LOCATION

Section 1. Name

The name of this organization is IABC Colorado, a not-for-profit organization. IABC Colorado
shall be affiliated with the International Association of Business Communicators (IABC).

Section 2. Location

IABC Colorado primarily serves members located in the state of Colorado.

Section 3. Tax Status

IABC Colorado is a 501(c)4, not-for-profit organization.

ARTICLE 2 - PURPOSE

Section 1. Vision

IABC Colorado is dedicated to improving the effectiveness of internal and external
communication for businesses, organizations and institutions. To this end, IABC Colorado seeks
to enhance the professional competence of those engaged in communication capacities, to arm
them with tools and techniques, and to provide them with comprehensive resources so they may be more effective in their service to their organizations and in their individual pursuits. Fully
recognizing that communication in business, organizations and institutions is undergoing vast and rapid change, IABC Colorado will support IABC in seeking to educate those charged with the management of businesses, organizations and institutions on how to use professional
communications to meet vital needs in a world that demands dynamic communication.

Section 2. Mission

To contribute to the success of our members by creating connections to people, professional
development and career advancement opportunities.

Engage, Explore, Excel – We represent the global profession. As the only global
communication association, we strive to advocate for the profession, represent best practices,
define the global standard and live by a code of ethics.

Engage.
We create connections. We foster community, build special relationships and learn from
each other.

  • We are an inclusive community of strategic communications practitioners across multiple

  • disciplines.

  • We are a friendly, welcoming community focused on making connections, networking and

  • having fun.

  • We put people first on our priority list.

Explore.
We are a diverse community. We welcome diverse communication professionals of all
levels and practices.

  • We provide access (local, national, international) to knowledge, information and industry expertise.

  • We offer local educational programs and learning opportunities to help advance personal and professional knowledge and interests.

  • We applaud innovation and creativity.

Excel.
We focus on insights and results. We position communication as a strategic function that
has impact on return-on-investment and demonstrates the business value of communication.

  • Our members are advocates of our profession and represent a wealth of wisdom and communications excellence.

  • Our programs provide practical application to your professional (and/or personal) life.

  • We offer unique learning and development programs that may not be available at your place of work.

Section 3. Philosophy

IABC is a volunteer-driven organization whose strength is derived from the dedication of its
members to the advancement of their profession. The group is committed to improving the
effectiveness of organizations through strategic, interactive, integrated business communication
management. Its members are united in the belief that organization communication is a high
calling. They are drawn together to support their common goal of achieving excellence in their
professional lives and the lives of the organizations they serve.

ARTICLE 3 - MEMBERSHIP

Section 1. Qualification

Membership in this organization is composed primarily of professional organizational or
independent communicators engaged in internal and/or external communication at all levels of
their respective organizations and/or profession.

Section 2. Code of Ethics

All members of IABC Colorado shall agree to, and comply with, the professional behavior and
standards of ethical practice guidelines set forth within the IABC Code of Ethics, as outlined in the Policy Manual.

Section 3. Professional membership

This membership is open to professional communicators in business, industry, not-for-profit
organizations, education, government and other organizations; and educators, consultants and
freelancers in the communication field. Regular members of IABC Colorado must be regular
members of IABC.

Section 4. Student membership

This membership is open to students of educational institutions as defined in the IABC Policy
Manual.

Section 5. Honorary membership

This membership shall be conferred on persons who are not members of IABC Colorado as
determined by the executive board.

Section 6. 500 Club membership

This membership is open to professional IABC members who have paid $1,000 for a lifetime
membership on the international and district level. They must pay chapter dues annually. 500
Club membership is limited and regulated by IABC.

Section 7. Member Rights

a) Voting rights are reserved for Professional, Lifetime and 500 Club members. Student and
Honorary members are not eligible.

b) Closed Meetings: Regular members (listed above) are not entitled to attend sessions of the executive board, the IABC Colorado special committee groups or any other governing groups that have been closed in accordance with law, IABC policy or IABC bylaws.

c) Open Meetings: Regular members are entitled to attend and observe all meetings of the
Association. However, no regular member is entitled to address, interrupt or otherwise
participate in such meetings without the express invitation of either the chair or group
leader, or the consent of a majority of the board, committee or group holding the meeting.
The IABC Colorado chapter may establish fees for some meetings.

d) Nondiscrimination. The chapter does not discriminate because of race, color, religion,
creed, sex, sexual orientation, national origin or disability.

Section 8. Duration of membership, resignation and removal

Membership is for the period for which dues are paid. Any member may resign by filing a written
resignation with the president. All rights, privileges and interests of a member in or to IABC
Colorado shall cease on termination of membership. Any member shall be removed from
membership by the executive board for cause by a two-thirds vote of the executive board. For
any cause other than nonpayment of dues, removal shall occur only after the member in question has been given at least 30 days notice of the proposed termination and reasons for it. The member will have at least 15 days to respond in writing to the executive board for forwarding to the executive committee of IABC, which then shall make a final determination.

Section 9. Transfer of Membership

Membership in IABC Colorado shall not be transferable or assignable. Membership shall stay
with the member regardless of who paid the member dues. If an employer paid for membership
and the member leaves to work for another employer, the member retains his or her membership and the former employer may arrange to have a successor assume the remainder of the paid membership, given there are at least three months remaining on the membership. If a member is changing positions within the same organization, this policy does not apply.

ARTICLE 4 - DUES

Section 1. Establishment of dues

Dues and other chapter fees shall be set by a two-thirds vote of the executive board of IABC
Colorado. Any proposed increase of 25 percent or more is subject to approval by a simple
majority vote of the members of IABC Colorado at a chapter meeting or by mail or email ballot.

Section 2. Cancellation

Members who fail to pay their full dues within 30 days after they are due shall be notified by IABC and dropped from the rolls and thereupon forfeit all rights and privileges of membership.

Section 3. Refunds

No dues shall be refunded to any member whose membership terminates for any reason.

Section 4. Other Chapter Fees

A two-thirds vote of the IABC Colorado Board can set other chapter fees including professional
development meeting fees. All members and attendees pay to attend chapter events. There may be special pricing available to the executive board and for members who have provided extra support to an event, only with the approval of the executive board by a two-thirds vote.

ARTICLE 5 - MEETINGS AND VOTING

Section 1. Regular meetings

Regular meetings of IABC Colorado shall be held on a regularly scheduled basis, as determined
by the executive board. Regular meetings shall be any gathering open to all IABC members
where chapter business can be conducted if warranted.

Section 2. Notice of meetings

All members shall be sent written or electronic notice of meetings, including time, location and
purpose of the meeting, at least 21 days prior to said meeting.

Section 3. Special meetings

The executive board may call special meetings of the membership at any time by sending written or electronic notice as specified above.

Section 4. Voting

Those eligible to vote shall be members meeting the requirements of membership as set forth in
these bylaws, with the exceptions that student and honorary members shall not be eligible to vote.

Section 5. Quorum

A quorum of the executive board shall consist of a majority of the total number of executive board members, as defined in these bylaws. A quorum necessary to act on official business of the entire chapter shall consist of at least 30 percent of the total voting membership.

Section 6. Cancellation

The executive board, by a majority vote, may cancel or postpone any meeting of the chapter for
cause, except those called by a quorum of the membership. Such meetings shall be held no less than 30 days after presentation of a request for a meeting signed by at least 30 percent of the total voting membership.

Section 7. Rules of order

Meetings and procedures of IABC Colorado shall be regulated and controlled according to
Robert’s Rules of Order (Revised) for parliamentary procedure, except as otherwise provided by
these bylaws. In addition to Robert’s Rules of Order, notes are required to be taken at all
executive board meetings. At the beginning of each meeting, a motion to approve the previous
board meeting minutes is started by the president/secretary and requires a majority vote to pass. All meeting minutes are saved in the chapter’s document storage system.

ARTICLE 6 - EXECUTIVE BOARD

Section 1. Governing body

Elected officers of IABC Colorado comprise the executive board, which serves as the governing
body of the chapter. The executive board shall:

  • supervise, control and direct the affairs of the chapter

  • determine its policies within the limits of law, these bylaws, the IABC bylaws and the IABC articles of incorporation

  • uphold the IABC Code of Ethics for Professional Communicators

  • actively pursue the chapter’s mission

  • supervise disbursement of its funds

Section 2. Officers

The officers of IABC Colorado and the members of the executive board shall be at least a
president, past president, president-elect, secretary and vice president of finance. The executive
board may also include vice president of membership, vice president of professional development and vice president of communication.

Section 3. Qualifications for office

Any regular member in good standing with active service in the chapter shall be eligible for
nomination and election to office in IABC Colorado.

Section 4. Quorum

A quorum of the executive board shall consist of a majority of the voting members. 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 members of the executive board.

Section 5. Nomination and Election of Officers

The outgoing president shall automatically succeed to the office of past president. The presidentelect will automatically succeed to the office of president, and therefore these positions do not require a vote and are not subject to this nomination process. Nominations are submitted by members of IABC Colorado to the nominating committee. The nominating committee shall consist of two members of the executive board (past president and one other) and three non-executive board members. The president shall be an ex-officio member of the committee. The nominating committee shall prepare a nomination slate of officers to be filled by election. An official slate of officer candidates is sent electronically to all voting members of the chapter for a “yes” or “no” vote on the entire slate by June 1. Votes must be returned, electronically or in print (or by an electronic survey system), by June 15 of the fiscal year. A non-response to the slate of officers is counted as a “yes” for the slate as presented. The outgoing president is responsible for overseeing the tabulation of all official votes. Incoming officers are announced at the final
membership meeting or by June 30 of the fiscal year, whichever comes first.

Section 6. Terms of Office

All officers shall serve one-year terms beginning July 1 and concluding June 30, or until a
successor is duly elected. Officers may be nominated for re-election to the same or a different
board position. There is no limit to the total or consecutive number of years an individual may
serve on the board, with the exception of the president who shall be limited to serving two
consecutive terms in that role.

Section 7. Vacancies or Removal

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 former presidents of the chapter. In the event the president is unable to serve, the president-elect automatically serves out the term and the following term. The executive board, at its discretion and following IABC policy, may remove by two-thirds vote any officer from office for cause.

ARTICLE 7 - DUTIES OF THE EXECUTIVE BOARD

Section 1. President

The president shall:

  • serve as the chief executive officer of IABC Colorado

  • exercise general supervision over executive affairs of IABC Colorado

  • preside at all regular and special meetings

  • appoint and/or be an ex officio member of all committees

  • represent IABC Colorado in civic, professional and educational activities

The president shall perform other duties necessary to the office or as prescribed by the executive board. In addition, the president shall serve as a delegate of IABC Colorado to the International Association of Business Communicators and to the district board. The president will assume the role of past president following his/her term as president.

Section 2. Executive Vice President/President-Elect

The executive vice president/president-elect shall have duties assigned by the president and act
in the absence of the president. The president-elect will be the incoming president for the
following term.

Section 3. Secretary

The secretary shall:

  • maintain and distribute to the local chapter board minutes of all board meetings

  • maintain all chapter papers, records and archives (using the chapter’s electronic document storage system, currently Basecamp)

  • prepare correspondence

  • serve as the official election judge on all matters requiring membership vote, such as elections, changes in governing documents or dues increases

Section 4. Vice president of Finance

The vice president of finance shall:

  • prepare the annual chapter budget in cooperation with the president and chapter board

  • keep financial records and bank accounts for the chapter

  • submit monthly financial reports to the board

  • pay invoices and reimburse board members for chapter expenses

  • prepare end-of-year reports and tax forms for IABC Headquarters

  • develop special investments for the chapter’s excess monies

  • receive chapter dues checks from IABC

Section 5. Vice President of Membership

The vice president of membership shall:

  • actively recruit new members

  • develop retention programs for existing members

  • correspond with and welcome/announce new and renewing members

  • provide accurate reports of all prospective members and forward to the executive board as needed

  • oversee membership recognition, reward activities and annual networking events

Section 6. Vice President of Professional Development

The vice president of professional development shall direct planning and delivery of development programs meeting the mission of IABC Colorado. This includes identifying and securing speakers for monthly lunch-n-learn programming – a key source of revenue generation for the chapter.

Section 7. Vice President of Communication

The vice president of communication shall develop and maintain communications strategies,
tactics and tools to cost-effectively disseminate information to IABC Colorado members about
chapter business, events and activities.

Section 8. Past President

The past president shall serve as an advisor to the current president and president-elect, and
actively participate in chapter activities including taking the lead on one or more projects. In
addition, the past president shall serve as chair of the nominating committee and serve as the
senior delegate of IABC Colorado to IABC and the district board.

Section 9. All Executive Board Members

All executive board members will take an active role in attending national and international IABC
conferences/meetings. They will also take an active role in promoting and participating in IABC
award ceremonies, award programs and certification programs sponsored/held by IABC.

ARTICLE 8 - UNELECTED LEADERS

Section 1. Composition and Selection

For the incoming board year, the executive board may establish director roles as needed to
support the goals and operations of the chapter. These directors are not elected members of the
executive board and do not hold the authority, responsibilities and privileges therein, but together with the executive board comprise the chapter leadership team. Officers may recommend any member in good standing or non-members to these roles. The president must approve the final selections and appointments.

Section 2. Directors

Directors supervise and contribute to the regular activities of the chapter as well as take on
special projects and other duties as assigned. Directors may be required to submit budgets and
reports to the entire executive board but normally have a direct reporting relationship to the officer responsible for their course of activities and programming.

Section 3. Terms and Term Limits

Directors serve up to one-year terms but may serve shorter assignments as well, based on the
nature of the responsibility. Members in good standing may serve an unlimited number of terms in the secretary and director roles.

ARTICLE 9 - FINANCE

Section 1. Authority

The executive board shall have authority over the receipts, expenditures and assets of IABC
Colorado. The finances of IABC Colorado shall be the direct responsibility of the vice president of finance. The VP of Finance shall issue monthly reports of (1) assets and liabilities, and (2) income and expenditures to the board and maintain a record of receipts and expenditures according to recognized bookkeeping practices.

Section 2. Fiscal Year

The fiscal year of IABC Colorado shall be the same as that of IABC (January 1 – December 31).

Section 3. Budget

The executive board shall adopt in advance of each fiscal year and/or administrative year an
operating budget covering all activities of IABC Colorado. The budget will be prepared and
presented by the VP of Finance before Dec. 31. The final budget requires a majority vote by the
executive board to be finalized. A copy of the budget should be housed in the electronic filing
system, and the VP of Finance must maintain a copy.

Section 4. Reserves

Financial reserves, as deemed appropriate by the executive board, shall be retained from chapter funds or developed to provide reasonable stability of finances.

Section 5. Bonding

Executive board members, as determined by the president, shall be bonded in an amount
deemed practical by the executive board.

Section 6. Compensation

Officers shall not receive any compensation from IABC Colorado for their services as officers.

Section 7. Audits

The accounts of IABC Colorado shall be audited by a Certified Public Accountant selected by the executive board at least every three years. The accountant shall provide a written report to the executive board.

Section 8. Income Sources

IABC Colorado shall obtain its income from the assessment of dues, proceeds from professional development seminars, workshops, meetings and other special projects.

Section 9. Payments

Payments to vendors, board members and others require an invoice or receipt in order to be paid (or, in the case of board members, reimbursed). The president and VP of Finance will have
signatory authority for use of the chapter’s debit/credit card. The president, past president and VP of Finance all have signatory authority for use of the chapter’s checking account.

Section 10. Transaction Time Limits

The VP of Finance shall receive or pay all outstanding bills or reimbursements of member
expenses within 90 days of incurrence. Exceptions shall be subject to board approval.

Section 11. Limitation of Liability

The members of the board shall not be liable for any error of judgment or for failure to take action on advice of good council, or for anything done or not done in good faith. The private property of members shall not be subject to the payment of corporate debts of IABC Colorado.

Section 12. Resolution of Assets

None of the assets of IABC Colorado shall ever revert to the members or inure to the benefit of
any individual. In the event that IABC were ever to dissolve, any treasury funds would go to the
IABC Southern Region – where they would be held for two years. If after two years the chapter is not re-formed, the funds would permanently revert to the region.

ARTICLE 10 - PLANNING AND DOCUMENTATION

Section 1. Policy Manual

The executive board shall maintain a policy manual for each executive board position and the
committee they are responsible for (i.e., Finance, Communication) that outlines their specific
responsibilities and duties. These will include detailed directions so that anyone can perform their duties if needed. The policy manual shall relate to the governance and administrative procedures of IABC Colorado.

Section 2. Strategic Planning

The executive board will maintain a strategic plan that aligns with the International Association of Business Communicators strategic plan and addresses the needs of the local members. This
plan shall be reviewed at the start of each board term, and annual plans will be developed at that time by each board member to address the areas of responsibilities assigned to them.

Section 3. Records

The executive board shall maintain complete financial records for the seven (7) fiscal years prior
to the current one. Financial records older than seven years shall be kept at the board discretion, with exception to any documents related to the chapter’s current financial arrangement, including bank accounts, contractual agreements, government-issued documents, etc.

Section 4. History

The executive board shall also maintain a historical record of all communications to members,
minutes of board meetings, event attendee lists, etc. This record shall be edited down to essential documents and aligned with the chapter’s strategic plan. This history will be passed on via IABC Colorado’s electronic document storage system (currently Basecamp).

ARTICLE 11 - NONDISCRIMINATION

Section 1. Nondiscrimination

IABC Colorado shall not accept any organizational unit that denies membership or membership
privileges, nor shall it deny membership or membership privileges itself, on the basis of race,
creed, religion, disability, sex, sexual preference, age, color or national origin.

ARTICLE 12 - BYLAW AMENDMENTS

Section 1. Amendment Method

Amendments may be brought by any member to the executive board. Proposed amendments to
these bylaws must be submitted to the executive board and must be reviewed by the executive
board within 45 days of submission. Once the executive board has reviewed the proposed
amendment, the proposal can be taken to the membership.

Section 2. Vote

Amendments must receive approval of either the executive board or be petitioned by at least 10
percent of the voting members of the chapter to be eligible for consideration by the entire voting
membership. Proposed amendments which meet such qualifications must receive a two-thirds
vote of the entire membership for passage. The vote may be conducted at a regular or special
meeting or conducted by mail or electronic ballot. A notice of the vote shall be delivered in writing to all chapter members at least 15 days before the vote is held. The proposed amendments must be sent to all voting members of the chapter for a “yes” or “no” vote. Votes must be returned, electronically or in print, within 15 days. A non-response to an amendment is counted as a “yes.” The chapter president is responsible for overseeing the tabulation of all official votes.

Section 3. Effective Date

These bylaws/amendments replace all previous documents and shall become effective
immediately on the date of the tabulation of all official votes.

Section 4. Subordination

These bylaws are subordinate to those of IABC. In the case of any conflict, the bylaws of IABC
take precedence.

ARTICLE 13 - DISSOLUTION

Section 1. Process

The chapter can be dissolved via one of two processes:

1. A majority vote of members from among a quorum at a regular or special meeting or
voting by proxy. A proposal to dissolve the chapter must be submitted in writing to the
chapter secretary and petitioned by at least 25 percent of chapter members in good
standing. The vote will be held within 60 days of receiving a valid petition. The petition
and notice of the vote shall be delivered in writing to all chapter members at least 15 days
before the vote is held.

OR

2. A simple majority vote of the executive board held no less than 60 days after:

a. The executive board consults with IABC International to demonstrate there is a
shortage of member volunteers or funds needed to operate the chapter in
accordance with these bylaws or to satisfy minimum IABC requirements of local
chapters (e.g., filing of annual tax records) and all current members of the
chapter are notified of the board’s intention to vote on dissolution.

Section 2. Vote

Proposed dissolution must receive a two-thirds vote of the entire membership for passage. The
vote may be conducted at a regular or special meeting or conducted by mail or electronic ballot.
A notice of the vote shall be delivered in writing to all chapter members at least 15 days before
the vote is held. The dissolution of the chapter must be sent to all voting members of the chapter for a “yes” or “no” vote. Votes must be returned, electronically or in print, within 15 days. A nonresponse to an amendment is counted as a “yes.” The chapter president is responsible for
overseeing the tabulation of all official votes.

Section 3. Dispersal of Funds

In the event of dissolution of the chapter, its remaining assets, after payment of all just debts,
shall be distributed to the IABC Southern Region – where they would be held for two years. If
after two years the chapter is not re-formed, the funds would permanently revert to the region.