Governance

Governance
Board of Directors Responsibilities
 
Section 1: The Chapter shall be governed by the Board of Directors.  The Board shall be responsible for carrying out the purposes and objectives of the Chapter.
Section 2:  The Board shall consist of the officers of the Chapter elected by the membership.  All Officers shall be members in good standing of IIBA and of the Chapter. 
Section 3:  The Board shall exercise all powers of the Chapter, except as specifically prohibited by these Bylaws, the IIBA Bylaws and policies, and the laws of the jurisdiction in which the organization is incorporated/registered.  The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these Bylaws and IIBA Bylaws and policies, and to exercise authority over all Chapter business and funds. 
Section 4:  The Board shall meet at the call of the President, or at the written request of three (3) members of the Board directed to the Board Secretary.  A quorum shall consist of no less than one-half of the membership of the Board at any given time.  Each member shall be entitled to one (1) vote and may take part and vote in person only.  At its discretion, the Board may conduct its business by teleconference, facsimile or other legally acceptable means.  Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. 
Section 5:  The Board of Directors may declare an officer position to be vacant where an officer ceases to be a member in good standing of IIBA or of the Chapter by reason of non-payment of dues, or where the officer fails to attend three (3) consecutive Board meetings. An officer may resign by submitting written notice to the President. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board of the written notice. 
Section 6: An officer may be removed from office for just cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board. 
Section 7: If any officer position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. If more than half the term of office remains, the Board may call a special election for the position for the balance of the term of office.In the event the President is unable or unwilling to complete the current term of office, an Interim President will be appointed by the remaining Board members. This appointment shall be in effect for the remainder of that term. 
Section 8: If and when the board can convene a quorum the board has the power to:
-         propose an amendment to the bylaws
 -         amend objectives
-         commit the local chapter to contractual arrangements
-         terminate any individual member for violation of a Chapter bylaw or an IIBA bylaw

Nominations and Elections 
Section 1: A Nominating Committee shall prepare a slate containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election.  Candidates for Board positions may also be nominated by petition process established by the Nominating Committee the Board. Elections shall be conducted during the annual meeting of the membership, or by ballot to all voting members in good standing.
The candidate who receives a majority of votes cast for each office shall be elected.  Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.