STANDING RULES, POLICIES AND PROCEDURES MANUAL IAWP 3267 Bee Caves Road Suite 107 104 Austin, Texas 78746 502 223 4459
STANDING RULES, POLICIES AND PROCEDURES MANUAL IAWP, INCORPORATED Table of Contents SUBCHAPTER A Section.0100 FUNCTIONS 1.0101 Purposes:.0102 Division of Work.0103 Standing Committees.0104 Cooperation of Committees:.0105 The organization of Chapters and Districts of IAWP.0106 Annual Programs:.0107 Annual Reports for Meeting of Members Section.0200 MEMBERSHIP YEARS, CLASSES, RECORDS AND FEES 5.0201 Membership Year.0202 Classes of Membership.0203 Membership Records.0204 Annual Membership Fees; When Due.0205 Revocations of Membership Privileges Section.0300 VOTING RIGHTS OF MEMBERS 9.0301 Redistricting.0302 Amending Bylaws.0303 Electing Directors.0304 Electing Officers.0305 Removal of Non District Directors.0306 Removal of Officers i
.0307 Other Matters Section.0400 NOMINATIONS OF DIRECTORS AND OFFICERS 10.0401 Composition of Nominating Committee; Chair.0402 Duties of the Nominating Committee Section.0500 ELECTION OF BOARD OF DIRECTORS AND OFFICERS 11.0501 Directors.0502 Officers Section.0600 11.0601 AMENDING BYLAWS.0602 Electing Directors.0603 Electing Officers.0604 Removal of Non District Directors.0605 Removal of Officers.0606 Alternative Method of Voting Section.0700 DUTIES OF OFFICERS 16.0701 President.0702 President elect.0703 Vice President:.0704 Secretary/Treasurer:.0705 Immediate Past President Section.0800 DISTRICT DIRECTORS 20.0801 Election.0802 Duties.0803 Removal.0804 Vacancies.0805 Appointment of Temporary District Director ii
SUBCHAPTER B Section.0100 ADMINISTRATIVE YEAR 21 Section.0200 FISCAL YEAR 21 Section.0300 AUTHORITY OF BOARD OF DIRECTORS 21.0301 Election of a Chair and Meetings.0302 Management and Administrative Responsibilities Section.0400 ANNUAL BUDGET; EXPENDITURE CAP 22.0401 Balanced Budget; Continuing Resolution.0402 Expenditure Cap Section.0500 EXCEEDING BUDGET AND EXPENDITURE CAP 22 SUBCHAPTER C Section.0100 PURPOSE 23 Section.0200 AMENDMENT OF MANUAL 23.0201 Board of Directors.0202 Members iii
STANDING RULES, POLICIES AND PROCEDURES MANUAL IAWP, INCORPORATED SUBCHAPTER A Organization of IAWP Section.0100 FUNCTIONS.0101 Purposes: The IAWP shall foster the following and related purposes, namely: 1. To enhance the individual competence, knowledge and proficiency of members interested in all occupations in the Workforce Development field. 2. To provide an international forum for the exchange of information. 3. To support administrators in carrying out programs, and to assist in the continued improvement of the administration of programs and services. 4. To promote public and legislative awareness of the skillful services provided by the personnel of these programs. 5. To provide information to members on proposed legislation and policy matters affecting these programs. 6. To foster a closer working relationship with organizations that have common concerns regarding the improvement of the Workforce Development field. 7. To contribute toward the advancement of peace, goodwill, and international understanding through world fellowship among persons interested in these programs..0102 Division of Work (a) To facilitate accomplishing the.0101 Purposes, the President may designate such work under appropriate IAWP committees, either standing or special. (b) The Board of Directors or its designee shall determine the number of members, composition, method of appointment or election, functions, powers and duties, structure, authority to act, and other matters relating to each committee, standing or special. (c) Any committee may be composed of members of the Board of Directors, Officers, District Directors or other members of IAWP..0103 Standing Committees 1
The standing committees shall be: Conference, Education, Communication, Chapter Development, International Development, Recognition, Marketing, Executive, and Bylaws and Resolutions..0104 Cooperation with other Committees: Each committee so appointed may secure the cooperation of like committees, chapters and districts of the IAWP..0105 The organization of Chapters and Districts of IAWP (a) The IAWP shall encourage and foster the organization of chapters and districts. (b) Each state or territory of the United States, each province of Canada and each country may create a chapter. (c) A group of 25 active members as specified in Section.0200, may petition the IAWP president to form a chapter, upon review of qualifications the President will approve the formation of a new chapter. The new organization must prepare and adopt bylaws according to the following requirements: (1) The name of the chapter will incorporate the name of IAWP or indicate association with IAWP. (2) The dues structure of a chapter must incorporate the international dues. International dues for members will be remitted to the Administrative Office of IAWP annually for each member of the chapter. (3) The purposes of a chapter must be consistent with the purposes of IAWP. (d) A chapter will create and adopt its bylaws and submit them to the President of IAWP. The president will review the bylaws and submit them to the IAWP Bylaws and Resolutions committee for review to ensure they meet the standards as stated in.0105(c). At the completion of the process the Secretary/Treasurer of IAWP will issue a charter to the chapter. The Charter will remain the property of IAWP and may be revoked at any time for cause by the IAWP President or by a two thirds vote of the Board of Directors. Decisions may be appealed to the Board of Directors. The decision of the Board of Directors shall be final. (e) A chapter shall be deemed active and entitled to retain its charter as long as the chapter retains members for whom annual membership fees are remitted to the IAWP Administrative Office. A chapter shall be deemed inactive during any membership year in which annual membership fees are not remitted to the IAWP Administrative Office. If a chapter is deemed inactive for four (4) consecutive membership years, its charter shall be deemed revoked without any action by the IAWP Board of Directors. A chapter that only has life member/s is deemed to be in compliance since their membership was paid up in full by their chapter in advance. If a life member (full or retiree) at any time wishes to switch their membership to another chapter they 2
will not be penalized in any way. They will transfer to the new chapter if that chapter will allow the transfer, and they will be a member of the new chapter with all rights as a member, upon notification to the administrative office. A life membership is an honor and they should be treated as such. (f) To ensure continuing compliance with the governing documents of IAWP, each chapter shall transmit to the chair of the IAWP Bylaws and Resolutions Committee a copy of each proposed amendment to and/or revision of the constitution and/or bylaws of such chapter. This transmittal to the Committee Chair shall occur before the adoption of the proposed amendment and/or revision, and the Chair shall review the documents and advise the chapter and the Board of Directors of the results of the review within thirty (30) days after receipt of the documents. (g) Except with the approval of the Board of Directors, a chapter will have no administrative jurisdiction outside the state, territory, province or country in which such chapter is located. A chapter or person acting for a chapter may use the name of IAWP only concerning matters directly affecting the interests of such chapter in the state, territory, province or country in which the chapter is located. A chapter or person acting for a chapter may address a federal agency or a federal administrator on matters pertaining to IAWP outside the jurisdiction of the chapter only if authorized by the IAWP President or Board of Directors. (h) For the purpose of representation on the Board of Directors, chapters shall be grouped into geographical districts. The current geographical districts of IAWP are: District I: Connecticut, Delaware, Maine, Massachusetts, New Hampshire, New Jersey New York, Rhode Island, Vermont. District II: District of Columbia, Maryland, N. Carolina, Pennsylvania, S. Carolina, Virginia, W. Virginia. District III: Alabama, Florida, Georgia, Mississippi, Puerto Rico, Tennessee, Virgin Islands. District IV: Illinois, Indiana, Kentucky, Michigan, Ohio, Wisconsin. District V: Iowa, Kansas, Minnesota, Missouri, Nebraska, N. Dakota, S. Dakota, Wyoming. District VI: Arizona, Arkansas, Colorado, Louisiana, New Mexico, Oklahoma, Texas, Utah. District VII: Alaska, Hawaii, Idaho, Montana, Nevada, Oregon, Washington. District VIII: California. District IX: All organized chapters in Canada. District X: Japan. District XI: Republic of China. 3
District XII: All organized chapters in Europe. District XIII: All other organized chapters. (i) The appropriateness of the geographical districts shall be reviewed by the Board of Directors every five (5) years; however, such review may occur before five (5) years by a proper motion made to the Board of Directors. (j) In reviewing the continuing appropriateness of an established district, the Board of Directors shall consider the geographical area of the district, the commonality of interests of the district s chapters, historical data on financial viability of each chapter, any vote taken on the subject by all chapters within the district, and the impact of the geographical district on the administrative, organizational and financial affairs of IAWP. (k) In establishing or realigning geographical districts, the Board of Directors shall consider the geographical proximity of the chapters, commonality of interests of the chapters, historical data on the financial viability of each chapter, if any may be available, the consent and advice of the majority of the members voting on the issue within each affected chapter, and the impact of the geographical district on the administrative, organizational and financial affairs of IAWP. (l) The establishment or realignment of geographical districts shall be with the advice and consent of the affected chapters. The consent of a chapter shall exist if a majority of votes cast by chapter members entitled to vote on such issue approve the establishment or realignment of the geographical district. The manner and method by which such votes are cast shall be determined by each affected chapter. (m) Any establishment or realignment of a geographical district shall occur only if approved by two thirds (2/3) vote of the Board of Directors at any regular or special meeting..0106 Annual Programs The Board of Directors shall provide a program for each Annual Meeting of the members..0107 Annual Reports for Meeting of Members The annual written reports of the several committees and Board of Directors shall be delivered to the Secretary/Treasurer thirty (30) days before the Annual Meeting of the members. The Secretary/Treasurer will ensure that the IAWP Administrative Office make such reports available to the members, including posting the reports on the IAWP Website at least ten (10) days before the Annual Meeting. Section.0200 MEMBERSHIP YEAR, CLASSES, RECORDS AND FEES.0201 Membership Year The membership year shall be the calendar year (January 1 December 31). 4
.0202 Classes of Membership (a) Classes of Membership The classes of members of IAWP are chapter affiliated and non chapter affiliated. The categories of these classes are set forth below. (b) Chapter Affiliated Members The chapter affiliated members are all persons interested in the purposes of IAWP as stated herein and whose names appear on a chapter s membership roster forwarded to and maintained by the Administrative Office of IAWP. All chapter affiliated members must pay the annual IAWP membership fees established for each category. (1) Full Members This category includes those chapter members who pay the annual IAWP chapter affiliated membership fee at an unreduced rate. Members in this category shall have the right to vote, make and second motions during any meetings of the members, place names in nomination, be nominated for and hold any office, and serve on one or more committees. When determining a quorum for a meeting of the members, all full chapter affiliated members shall be counted. (2) Retired Members This category includes those chapter members who have retired from full time employment and pay the annual IAWP membership fee at a reduced rate. Members in this category shall have the right to vote, make and second motions during any meeting of the members, place names in nomination, and serve on one or more committees. A retired chapter affiliated member paying membership fees at a reduced rate may seek and hold office as a member of the IAWP Board of Directors. If a retired chapter affiliated member pays a membership fee at an unreduced rate they shall have all the rights of a full chapter affiliated member. When determining a quorum for meetings of members, all retired chapter affiliated members shall be counted. (3) Life Members This category includes those chapter affiliated members on whom IAWP has conferred a paid up IAWP membership for life. A paid up life membership shall be conferred upon any member who has held the elected office of International IAWP President. Any other member may receive a paid up IAWP membership for life upon the recommendation of his/her chapter, submission of the appropriate membership fees (full or retiree rate) by the chapter, and approval by the Board of Directors. Members in this category shall have all the rights as set forth in the category (full or retiree) for which life membership dues have been paid, and shall be considered in determining what constitutes or shall constitute a quorum for meetings of members. If a life member (full or retiree) at any time wishes to transfer their membership to another chapter they will not be penalized in any way. They will transfer to the new chapter if that chapter will allow the transfer, 5
notify the administrative office and they will be a full member of the new chapter with all rights as a full member. A life membership is an honor and members with this distinction should be treated as such. (4) Introductory Members This category includes those individuals who are considering membership in IAWP as an inducement to participate for one year s activities. Membership in this category entitles the member to all benefits of membership except the ability to receive scholarships & grants, and to be nominated for international awards (the member would still be able to be nominated as a non member in applicable categories). Individuals may only be in this status for 1 year. Individuals are prohibited from being in this membership class if they have previously held membership with IAWP in this class. (5) Chapter Associates Optional for Chapters This category is intended for the purpose of increasing membership and allowing chapter affiliated members of one chapter to participate in the activities of another chapter without paying additional international dues. A chapter may offer associate status to an individual who is considering membership in IAWP as an inducement to participate for one year in chapter activities. This status may also be offered to an individual who signs up for a payroll deduction plan where IAWP and chapter membership dues are collected one year in advance. This would allow an individual to participate in the chapter s activities during the twelve month period prior to becoming an IAWP member. Such status should be limited to non members for no more than one year. Associate status may also be offered to IAWP Chapter Affiliated members of one chapter by any other chapter. Chapter Associate status would allow the individual privileges as determined by the offering chapter but would not provide the individual any privileges and/or rights in regards to any matters and/or activities pertaining to IAWP. (c) Non chapter Affiliated Members The non chapter affiliated members are all persons interested in the purposes of IAWP as enumerated herein, are not associated with a chapter and whose names do not appear on a membership roster maintained by a chapter. A non chapter affiliated member must pay the annual IAWP membership fees established for the category in which said membership is conferred. Members in this class shall have the right to vote, make and second motions during any meeting of the members, place names in nomination, serve on one or more committees, and seek and hold office as a member of the IAWP Board of Directors. In the determining what constitutes or shall constitute a quorum for membership meetings, all non chapter affiliated members shall be considered. Notwithstanding the foregoing, no member in this class shall be entitled to be nominated for and/or serve as an elected or appointed officer as defined in Article III of the Bylaws. (1) Full Members (Non chapter Affiliated) 6
This category includes non chapter affiliated members who pay the annual IAWP non chapter affiliated membership fee at an unreduced rate. Members in this category shall have the right to vote, make and second motions during any meetings of the members, place names in nomination, be nominated for and hold any office, and serve on one or more committees. All full non chapter affiliated members shall be considered when determining quorum. (2) Retired Members (Non chapter Affiliated) A retired individual is an individual that has retired from full time employment and pay the annual non chapter affiliated annual membership fees at a reduced rate. (3) Life Members (Non chapter Affiliated) Life Time Members are non chapter affiliated members on whom IAWP has conferred a paid up IAWP membership for life. A non chapter affiliated member may receive a paid up IAWP membership for life upon the recommendation of a current or past IAWP officer or member of the IAWP Board of Directors, submission of the appropriate membership fees (full or retiree rate) by this sponsor of the non chapter affiliated member, and approval by the Board of Directors. Members in this category shall have all the rights as set forth in the category for which life non chapter affiliated membership dues have been paid..0203 Membership Records (a) The IAWP Administrative Office shall maintain a permanent and current membership registry. (b) The IAWP Administrative Office shall maintain a separate listing within the permanent membership registry for non chapter affiliated members. (c) The following information must be maintained for each member: 1. Mailing address and e mail address if available, 2. Membership dues status, 3. Initial date of membership, 4. Any break in membership status, 5. Classes and categories of membership, 6. Date of transfer from one class or category to another, if any, 7. Voting rights and other useful data that the Board of Directors may require. (d) The registry shall be the official document to determine each member s rights. (e) At least ten (10) days before any meeting of the membership, the Administrative Office shall provide to the Secretary/Treasurer a certified listing of all members in good standing entitled to exercise voting rights at a meeting of the membership. The list shall then be certified by the Secretary/Treasurer. 7
(f) At the Annual Meeting of the Board of Directors immediately after the Annual Meeting of members, the Administrative Office shall issue a report to the Board of Directors as to the number of individuals holding full membership status for the current year to establish quorum. The report must be certified by the office of Secretary/Treasurer on the first day of the Annual Meeting of the members..0204 Annual Membership Fees; When Due (a) Amount and Due Date (1) Excluding life membership, the annual membership fee for each class and category shall be established for each calendar year at the Annual Meeting of the Board of Directors. Two thirds (2/3) of the Directors present and voting at the Annual Meeting shall determine the fees for each class and category. Life membership shall be determined by multiplying the applicable class or category membership fee by fifteen (15) years. The Board of Directors shall also establish a separate membership fee schedule for non United States chapter affiliated and non chapter affiliated members, and in doing so must consider the economy and governmental restrictions applicable to the country in which these members reside and/or work. Fees paid in accordance with this separate fee schedule shall be considered a membership fee at a reduced rate. (2) Except as provided in (3) below, the annual membership fees for all classes and categories are due and payable at the beginning of the calendar year. Before being allowed to transfer to a different class or category during a calendar year, the member seeking the transfer must pay the difference between the fee of the class or category that he/she currently occupies and the fee of the class or category (full or retiree) to which he/she seeks transfer. (3) The membership fee for life membership approved by the Board of Directors must be submitted to the Administrative Office before the meeting of members at which the life membership is to be conferred. (b) Waiver or Rebate of All or Part of Fees No part of the annual membership fee shall be prorated or apportioned to fractional parts of the year, and no part of the membership fee shall be waived or rebated for any reason, including transferring from one class or category to another. (c) Consequences of Non payment of Membership Fees Any member whose annual membership fees for any calendar year have not been received by the IAWP Administrative Office within one hundred and twenty (120) days after the beginning of the membership year shall be considered inactive and not entitled to exercise any rights as a member. 8
.0205 Revocations of Membership Privileges (a) A membership in any class within the association may be revoked if it is determined that egregious actions have been committed as determined and recommended by the Executive Committee. Revocation will require a 2/3 vote of the board of directors. The Board of Directors vote must occur within sixty (60) days of the Executive Committee s recommendation. (b) After a period of five years, any individuals who have had his/her membership privileges revoked may reapply for membership, subject to approval of the board of directors by simple majority vote. Section.0300 VOTING RIGHTS OF MEMBERS.0301 Redistricting (a) Every member of a chapter affected by a redistricting proposed by the Board of Directors and who is in good standing shall be afforded an opportunity to vote on any redistricting proposal involving his/her chapter. (b) The voting method best suited for a chapter shall be determined by each individual chapter. (c) The Chapter President shall certify and transmit the results of the voting to the chapter's district director. (d) The district director shall report to the Board of Directors the voting results received from all chapters within his/her district. (e) Unless shown to be fraudulent, the voting results as reported by the district director shall be binding on the Board of Directors. (f) Approval of a redistricting proposal by a chapter shall be by a majority of the votes cast by the chapter members..0302 Amending Bylaws (a) Every member entitled to cast a vote may vote on any amendment or revision of the Bylaws proposed by the membership. (b) A member may vote only once on any Bylaw amendment or revision proposed by the membership..0303 Electing Directors (a) All members entitled to cast a vote may cast a vote to elect the IAWP Board of Directors, excluding the district directors. 9
(b) A member may cast only one (1) vote for each Board of Directors position appearing on the ballot..0304 Electing Officers (a) All members entitled to cast such vote may cast a vote to elect officers as defined in Article III of the Bylaws. (b) A member may cast only one (1) vote for each officer position appearing on the ballot..0305 Removal of Non District Directors (a) Every member may vote on any proposal to remove a non district director member of the Board of Directors elected by the members. (b) Each member is entitled to one vote on the proposed removal of a non district director member of the Board of Directors elected by the members. (c) Proposed removals must be acted upon within ninety (90) days..0306 Removal of Officers (a) Every member may vote on proposals to remove an officer elected by the members. (b) A member may vote only once on the proposed removal of an officer. (c) Proposed removals must be acted upon within ninety (90) days..0307 Other Matters Excluding those matters mentioned above, every member entitled to cast a vote and present during the business session of the Annual Meeting or any other meeting of the members may cast a vote on all matters coming before the assembled members. Section.0400 NOMINATIONS OF DIRECTORS AND OFFICERS.0401 Composition of Nominating Subcommittee; Chair (a) A Nominating Subcommittee, composed of three (3) District Directors and the Immediate Past President, shall be appointed each year by the President. (b) The Immediate Past President shall serve as chair of the Nominating Subcommittee..0402 Duties of the Nominating Subcommittee (a) The Nominating Subcommittee shall develop and publish an article outlining how the membership may suggest, propose or nominate members for election to officer and director 10
positions, and properly consider, evaluate and/or process all suggestions and nominations received from the membership. (b) The Nominating Committee shall investigate, consider, select and prepare a final list of one or more nominees who meet the established criteria for each officer and director position (c) Not less than one hundred and twenty (120) days before each Annual Meeting of the members, the list of all qualified nominees shall be published in an IAWP official publication and distributed by mail or otherwise to all members. The timely mailing of the publication (containing the list) to the last known address of the member shall constitute notice to the member. Such list shall also be posted on the IAWP Website. (d) A complete list showing the names of all persons currently in nomination and the office and director for which nominated shall be conspicuously posted at the registration desk on the first full day of the Annual Meeting of the members. Section.0500 ELECTION OF BOARD OF DIRECTORS AND OFFICERS.0501 Directors An individual shall be elected as a member of the Board of Directors by a majority of the votes cast by the members entitled to vote..0502 Officers An individual shall be elected as an officer by a majority of the votes cast by the members entitled to vote. Section.0600 Manner and Method of Voting; Voting Results Binding; Reporting of Voting Results.0601 AMENDING BYLAWS (a) Every member entitled to cast a vote shall be afforded an opportunity to vote on any amendment or revision of the Bylaws proposed by the membership. (b) No bylaw amendment or revision may be voted upon by the membership at an annual meeting of the members unless written notice of such action has been provided to the membership and a reasonable opportunity to vote on the proposed bylaw change has been afforded to every member entitled to vote by mail or electronic ballot, and such written notice and opportunity must be provided not less than sixty (60) days before the first day of the annual meeting of members. Written notice may be conducted via the Workforce Professional, the official IAWP website, or through other written or electronic means. All members entitled to cast such vote shall be afforded a reasonable opportunity to cast a vote on any amendment or revision of the Bylaws, by mail or electronic ballot, and all ballots cast in this manner must be received in the IAWP Administrative Office not later than ten (10) days before the first full day of 11
the Annual Meeting of the members; provided, however, that those members entitled to cast a vote and who had not previously voted on the proposed bylaw change shall be afforded an opportunity to vote by written ballot or electronic means on the first and second full day of the annual meeting of members. (c) The method, by which this voting will be made available to the members entitled to vote, shall be by mail and/or electronic ballot. (d) Publication of the ballot in an IAWP official publication mailed to last known mailing addresses of all members entitled to vote with instructions on how to cast the vote and return the ballot to the Administrative Office shall be considered a mail ballot. Each ballot mailed in this manner must bear a number that will identify each member to whom a ballot was transmitted. (e) An opportunity to cast a vote by mail or electronic ballot shall constitute a special meeting of the members. (f) The Administrative Office shall maintain a record of the receipt date each mail or electronic ballot cast by a member. The results of the voting shall be set forth in the first IAWP official publication issued after the voting period has closed and the votes received have been tabulated by the IAWP Administrative Office and certified by the Secretary/Treasurer. In addition, the results shall be posted on the IAWP Website. If the first official IAWP publication is not distributed to all members, the results shall be published again in the first publication having such distribution. (g) Unless shown to be fraudulent, the voting results shall be binding on the membership and the Board of Directors..0602 Electing Directors (a) All members entitled to cast such vote shall be afforded a reasonable opportunity to cast a ballot to elect the IAWP Board of Directors, excluding the district directors, by mail or electronic ballot, and all ballots cast in this manner must be received in the IAWP Administrative Office no later than ten (10) calendar days before the first full day of the Annual Meeting of the members; provided, however, that those members entitled to cast a vote and who had not previously voted, as verified, shall be afforded an opportunity to vote by prescribed written ballot on the first and second full day of the Annual Meeting of the members. (b) The method by which this opportunity shall be made available to all members entitled to vote shall be by mail and/or electronic ballot. (c) Publication of the ballot in an IAWP official publication mailed to last known mailing addresses, of record, of all members entitled to vote with instructions on how to cast the vote and return the ballot to the Administrative Office shall be considered a mail ballot. Each ballot mailed in this manner must bear a number that will identify each member to whom a ballot was transmitted. 12
(d) An opportunity to cast a vote by mail or electronic ballot shall constitute a special meeting of the members. (e) The Administrative Office shall maintain a record of the receipt date each mail or electronic ballot cast by a member. The results of the voting shall be set forth in the first IAWP official publication issued after the voting period has closed and the votes received have been tabulated by the IAWP Administrative Office and certified by the Secretary/Treasurer. In addition, the results shall be posted on the IAWP Website within a reasonable time period to coincide with the IAWP publication distribution. If the first official IAWP publication is not distributed to all members, the results shall be published again in the first publication having such distribution. (f) Unless shown to be fraudulent, the voting results shall be binding on the membership and the Board of Directors..0603 Electing Officers (a) All members entitled to cast such vote shall be afforded a reasonable opportunity to cast a ballot to elect officers as defined in Article III of the Bylaws by mail or electronic ballot, and all ballots cast in this manner must be received by the IAWP Administrative Office not later than ten (10) days before the first full day of the Annual Meeting of the members; provided, however, that those members entitled to cast a vote and who had not previously voted shall be afforded an opportunity to vote by written ballot on the first and second day of the Annual Meeting of the members.. (b) The method by which this opportunity shall be made available to all members entitled to vote shall be by mail and/or electronic ballot. (c) Publication of the ballot in an IAWP official publication mailed to last known mailing addresses of all members entitled to vote with instructions on how to cast the vote and return the ballot to the Administrative Office shall be considered a mail ballot. Each ballot mailed in this manner must bear a number that will identify each member to whom a ballot was transmitted. (d) An opportunity to cast a vote by mail or electronic ballot shall constitute a special meeting of the members. (e) The Administrative Office shall maintain a record of the receipt date each mail or electronic ballot cast by a member. The results of the voting shall be set forth in the first IAWP official publication issued after the voting period has closed and the votes received have been tabulated by the IAWP Administrative Office and certified by the Secretary/Treasurer. In addition, the results shall be posted on the IAWP Website. If the first official IAWP publication is not distributed to all members, the results shall be published again in the first publication having such distribution. 13
(f) Unless shown to be fraudulent, the voting results shall be binding on the membership and the Board of Directors..0604 Removal of Non District Directors (a) Every member must be afforded an opportunity to vote, by mail or electronic ballot, on any proposal to remove a non district director member of the Board of Directors elected by the members. Any voting to remove a non district director elected by the members must be completed within ninety (90) days after the decision of the Board of Directors to place the matter before the members for vote. (b) The method by which this opportunity shall be made available to all members entitled to vote shall be by mail and/or electronic ballot. (c) Publication of the ballot in an IAWP official publication mailed to last known mailing addresses of all members entitled to vote with instructions on how to cast the vote and return the ballot to the Administrative Office shall be considered a mail ballot. Each ballot mailed in this manner must bear a number that will identify each member to whom a ballot was transmitted. (d) An opportunity to cast a vote by mail or electronic ballot shall constitute a special meeting of the members. (e) The Administrative Office shall maintain a record of the receipt date each mail or electronic ballot cast by a member. The results of the voting shall be set forth in the first IAWP official publication issued after the voting period has closed and the votes received have been tabulated by the IAWP Administrative Office and certified by the Secretary/Treasurer. In addition, the results shall be posted on the IAWP Website. If the first official IAWP publication is not distributed to all members, the results shall be published again in the first publication having such distribution. (f) Unless shown to be fraudulent, the voting results shall be binding on the membership and the Board of Directors..0605 Removal of Officers (a) Every member shall be afforded an opportunity to vote, by mail or electronic ballot, on any proposal to remove an officer elected by the members. Any voting to remove an officer elected by the members must be completed within ninety (90) days after the decision of the Board of Directors to place the matter before the members for vote. 14
(b) The method by which this opportunity shall be made available to all members entitled to vote shall be by mail and/or electronic ballot. (c) Publication of the ballot in an IAWP official publication mailed to last known mailing addresses of all members entitled to vote with instructions on how to cast the vote and return the ballot to the Administrative Office shall be considered a mail ballot. Each ballot mailed in this manner must bear a number that will identify each member to whom a ballot was transmitted. (d) An opportunity to cast a vote by mail or electronic ballot shall constitute a special meeting of the members. (e) The Administrative Office shall maintain a record of the receipt date each mail or electronic ballot cast by a member. The results of the voting shall be set forth in the first IAWP official publication issued after the voting period has closed and the votes received have been tabulated by the IAWP Administrative Office and certified by the Secretary/Treasurer. In addition, the results shall be posted on the IAWP Website. If the first official IAWP publication is not distributed to all members, the results shall be published again in the first publication having such distribution. (f) Unless shown to be fraudulent, the voting results shall be binding on the membership and the Board of Directors..0606 Alternative Method of Voting In the alternative to the voting method set forth above, the Board of Directors may require the following method of voting by the members. (a) The Administrative Office of IAWP will transmit to each Chapter President the same number of printed ballots as chapter members entitled to vote on the matter addressed by the ballot as shown by the IAWP permanent and current membership register. Each ballot shall be enclosed in an unsealed envelope to which a label bearing the name of the chapter member shall be affixed. (b) A list of names of the chapter members entitled to vote must accompany the ballots transmitted to the Chapter President who shall use this list to distribute the appropriate ballot to each chapter member whose name appears on the list. (c) Each ballot shall bear a number that has been assigned to the chapter member by the IAWP Administrative Office, and such identifying number shall be included on the list accompanying the ballots. (d) Each ballot shall bear the mandatory return due date by which the Administrative Office must receive the completed ballot. (e) The chapter member must seal his or her completed ballot in the envelope bearing his or her name. 15
(f) To the extent possible, the Chapter President will be responsible for collecting from the Chapter members all completed and sealed ballots and returning them to the Administrative Office by the receipt deadline. Any ballots the Chapter President is unable to collect and return to the Administrative Office, the individual chapter member bears the responsibility of returning the completed and sealed ballot to the Administrative by the receipt deadline. For logistic purposes, the Chapter President must inform the Administrative Office of his/her inability to collect all completed and sealed ballots for return to the Administrative Office, and destroy any remaining ballots. (g) The Administrative Office will transmit the written ballots directly to all non chapteraffiliated members entitled to vote. The ballot shall also bear a number that has been assigned to the non chapter affiliated member and bear the mandatory return due date by which the Administrative Office must receive the completed and sealed ballot. A sheet containing instructions shall accompany the ballot. (h) The Administrative Office shall maintain a record of the date each ballot was received. (I) The Administrative Office shall, during and after the close of the voting period, tabulate the ballots received and prepare a written report as to the voting results to be presented to the Board of Directors. The report must be certified by the Secretary/Treasurer or an agent thereof. The report shall also be posted on the IAWP Website. (j) Unless shown to be the result of fraud, the voting results certified to the Board of Directors shall be binding on the membership and the Board of Directors. Section.0700 DUTIES OF OFFICERS.0701 President (a) The President shall be the chief administrative officer of IAWP and shall in general supervise and control all of the day to day business affairs of IAWP, including making known to the Board of Directors and the Executive Committee if an emergency arises that will require an expenditure in excess of one hundred percent (100%) of the income during the most previously completed administrative year. (b) The President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. (c) Except at meetings of the Board of Directors, the President shall preside at all meetings at which he/she is present, decide all questions of order and of procedure, submit for consideration all regularly made motions, and observe and require compliance with the Bylaws and this Manual. 16
(d) The President shall call any special meeting of the members or Board of Directors whenever the President or the Executive Committee deems that any such meeting is essential to the best interests of IAWP. (e) Within thirty (30) days after the close of the Annual Meeting of members, the President shall appoint the chair of each standing committee. (f) Within sixty (60) days after the close of the Annual Meeting of members, the President shall appoint members of each standing committee. (g) The President, in consultation with appropriate District Directors, shall consider the equitable distribution of appointments of chairs and members of standing committees. The President shall, insofar as practicable, make such appointments proportionately in relationship to membership strength within the districts. (h) The President shall establish such other special committees as he or she deem necessary or convenient for the conduct of the business of IAWP and appoint members to such committees. (i) The President shall serve as ex officio member of each committee and subcommittee except the Nominating Subcommittee. (j) The President shall direct the Secretary/Treasurer to issue a charter to the chapter upon receipt of a report from the Bylaws and Resolutions Committee Chair that the chapter s bylaws and other governing documents are in compliance with the IAWP governing documents and purposes. (k) The President, after consultation with his/her Chapter Development Chair and Bylaws and Resolutions Chair, may suspend the charter of a chapter for cause. Decisions may be appealed to the Board of Directors. The decision of the Board of Directors shall be final. (l) When a vacancy occurs in any office other than that of President and President elect, the President shall reassign the duties of that officer to other officers and/or District Directors until such vacancy is filled by appointment or election. (m) The President shall make an annual trip to the Administrative Office for review, inspection and submission of recommendations regarding the building and grounds, if applicable. (n) The President shall chair the Executive Committee and the Administrative Office Subcommittee..0702 President elect: 17
(a) In the absence of the President or in the event of his/her inability or refusal to act, the President elect shall perform the duties of the President and, when so acting shall have all the powers and be subject to all the restrictions upon the President. (b) The President elect shall serve as a member of the Executive Committee and the Administrative Office Subcommittee. (c) The President elect shall participate in policy formation. (d) The President elect shall assist the President in fulfilling the responsibility to enforce the Bylaws. (e) The President elect shall perform such other duties as from time to time may be assigned by the President and the Board of Directors. (f) The President elect shall assume the presidency at the end of the annual business session after the administrative year served as President elect..0703 Vice President: (a) In the absence of the President elect or if there is his or her inability or refusal to act, the Vice President shall perform the duties of the President elect and, when so acting shall have all the powers and be subject to all the restrictions upon the President elect. (b) The Vice President shall serve as a member of the Executive Committee and the Administrative Office Subcommittee. (c) The Vice President shall participate in policy formation. (d) The Vice President shall assist the President in fulfilling the responsibility to enforce the Bylaws. (e) The Vice President shall perform such other duties as from time to time may be assigned by the President and the Board of Directors..0704 Secretary/Treasurer: (a) The Secretary/Treasurer, or agent thereof, shall take and transcribe the minutes of all meetings, and submit them within 30 days to the President for submission to the board for review and approval. Further, the Secretary/Treasurer, or agent thereof, shall keep the minutes of the meetings of the membership, Board of Directors and Executive Committee in one or more books provided for that purpose. These records will be made available upon request. (b) The Secretary/Treasurer, or agent thereof, shall ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law. 18
(c) The Secretary/Treasurer shall be the custodian of the corporate records. (d) The Secretary/Treasurer shall, if required by the Board of Directors, obtain a bond for the initial discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. (e) The Secretary/Treasurer shall be responsible for the accounting of all funds and securities of IAWP. An accounting report of such funds and securities will be provided to the Board annually. (f) The Secretary/Treasurer, or agent thereof, shall receive and give receipts for money due and payable to IAWP from any source whatsoever and deposit all such moneys in the name of IAWP in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws within a reasonable time frame. (g) The Secretary/Treasurer, or agent thereof, shall certify membership reports and voting results as specified herein. (h) The Secretary/Treasurer shall ensure that the Administrative Office submits written reports as to the financial conditions of IAWP at all meetings of the Board of Directors and Executive Committee and at the annual meeting of members. (i) The Secretary/Treasurer shall make available all records to the Executive Committee and serve as a member of the committee. (j) The Secretary/Treasurer shall, or agent thereof, shall oversee the maintenance of membership records by the IAWP Administrative Office. (k) The Secretary/Treasurer shall certify all members are in good standing and are entitled to vote; and shall certify all votes of the membership. (l) The Secretary/Treasurer shall perform all duties incident to the office of Secretary/Treasurer and such other duties as from time to time may be assigned by the President and the Board of Directors. (m) The Secretary/Treasurer shall serve as a member of the Executive Committee and the Administrative Office Subcommittee..0705 Immediate Past President: (a) The Immediate Past President shall chair the Administrative Office Subcommittee. (b) The Immediate Past President shall chair the Nominating Subcommittee. (c) The Immediate Past President shall serve as a member of the Executive Committee and the Administrative Office Subcommittee. 19
(d) The Immediate Past President shall serve as the Board of Directors liaison to the Past IAWP Presidents organization. Section.0800 DISTRICT DIRECTORS.0801 Elections.0802 Duties (a) A District Director elect shall be elected as provided for by the governing documents of the district that he/she represents, and the current District Director shall file written notice of such election with the IAWP Administrative Office within ten (10) working days after the election occurred. (b) A District Director elect shall take office as a District Director and member of the Board of Directors at such time as designated by his/her district's governing documents, or at such time as directed by the Board of Directors to fill a vacancy. (a) A District Director shall be a member of the Board of Directors and represent the district from which he/she is elected on the Board of Directors. (b) Three (3) District Directors shall be appointed to and serve as full members of the Executive Committee. (c) A District Director shall serve as liaison between chapters and Board of Directors, IAWP Officers and Committee Chairs. (d) A District Director shall chair and/or serve, at the discretion of the President, on one or more standing or special committees. (e) Three (3) District Directors shall be appointed to and serve on the Nominating Committee. (f) A District Director shall assist the President in fulfilling the responsibility of enforcing the Bylaws. (g) A District Director shall actively promote all IAWP functions and programs. (h) A District Director shall timely prepare and distribute all required reports. (i) A District Director shall actively participate in the formation of administrative and financial policies for IAWP. (j) A District Director shall provide guidance, direction and support to chapters within his/her district. (k) In the absence of the IAWP President or any other officer, a District Director shall represent the IAWP President at chapter or district functions. 20
(l) A District Director shall preside at all district business meetings, institutes and caucuses. (m) A District Director shall ensure the proper election of a qualified district director elect. (n) District Directors shall ensure that the district director elect and each active chapter within the district are informed of proceedings of the Board of Directors and Executive Committee proceedings and any policy or procedural change of IAWP..0803 Removal A District Director shall be removed with cause according to his/her district's governing documents..0804 Vacancies A vacancy occurring in a district director position shall be filled according to the provisions of the governing documents of the district in which the vacancy occurred; provided, however, the vacancy shall be filled before the next scheduled meeting of the Board of Directors..0805 Appointment of Temporary District Director A District Director may submit a proxy to the President naming a temporary District Director if they are not able to attend an international board, business, or annual meeting, provided the travel expenses are prudent and reasonable and subject to review by the president and Secretary/Treasurer. The proxy must be qualified as a District Director demonstrated by serving as a past District Director, District Director Elect, past International committee chair, coordinator or liaison. A simple majority of voting members attending the meeting must vote in favor for the temporary Director to be seated. The temporary District Director will have all the same rights and privileges as the dully elected District Director, had they been able to attend the meeting. SUBCHAPTER B Management and Administration of IAWP Section.0100 ADMINISTRATIVE YEAR The administrative year for IAWP shall be July 1 through June 30. Section.0200 FISCAL YEAR The fiscal year for the IAWP shall be the calendar year (January 1 December 31). Section.0300 AUTHORITY OF BOARD OF DIRECTORS.0301 Election of a Chair and Meetings 21