Chapter Bylaws

Louisville Chapter Bylaw
As of April 2010

Table of Contents
Article 1 – Name & Territory
Article 2 – Objective
Article 3 – Chapter Leadership
Article 4 – Membership
Article 5 – Chapter Calendar
Article 6 – Officers and Directors
Article 7 – Board of Directors Responsibilities
Article8 – Nominations and Elections
Article 9 – Committees
Article 10 – Finance
Article 11 – Ratification and Amendments
Article 12: Dissolution
Appendix 1 – Board of Directors Job Descriptions
Authority and Responsibility
General Duties
Review Date and Approval Date
Duties for the President
Duties for the Secretary
Duties of Treasurer
Duties of the Past President
Duties of Vice President(s)

Article 1 – Name & Territory

“Address” means the last known address of the physical location at which a person may be given notice by mail, or the last known email address at which
a person may be given notice by email.
“Board” means the Board of Directors as defined in Article 6.
“Chapter” means an association of IIBA members organized within a local geographical area, and which are in compliance with the requirements set out
in Article 4.
“IIBA Member Code of Ethical Conduct and Professional Standards” (“Code”) means the code of conduct established, published and amended by the IIBA
from time to time.
“Institute” means the International Institute of Business Analysis.
“Member” or “Member in good standing” means a person who has met the criteria for membership set out in Article 4.
“Written notice” refers to information actually communicated to a person in writing either by means of email, courier, facsimile or mail.

1.  This organization shall be called the International Institute of Business Analysis, Louisville Chapter (hereinafter “the Chapter”).  This organization is a Chapter chartered by the International Institute of Business Analysis, (hereinafter “IIBA®”) and separately organized.  This document is the general bylaw of the IIBA Louisville Chapter which regulates the operation of this organization.
2.  The Chapter is responsible to the duly elected IIBA Board of Directors and is subject to all IIBA policies, procedures, rules and directives lawfully adopted.
3.  The terms of the Charter executed between the Chapter and IIBA, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder.
4.  The Bylaw of the Chapter may not conflict with the current IIBA’s Bylaw, the Code, or any policies, procedures, rules or directives established or authorized by the IIBA Board of Directors as well as with the Chapter’s Charter with IIBA.
5.  This Bylaw, as adopted by the members of the Chapter, acknowledges that the authority and responsibility for creation and enforcement of the Code rests with the IIBA.
6.  The principal office of the Chapter shall be located in the city of Louisville in the state of Kentucky, USA. 
7.  The Chapter shall meet all legal requirements in the jurisdiction in which the Chapter conducts business or is incorporated and/or registered.

Article 2 – Objective

8.  The purpose of the Chapter is to promote the practice of business analysis, raise the profile of the business analyst role, and locally represent the International Institute of Business Analysis (IIBA). The Chapter shall give public notice on documents, signage, advertisements, websites, and other materials on which trademarks and certification marks owned by IIBA appear that such marks are owned by IIBA and are used under license by the Chapter.
9.  The objectives of the Chapter are to:

  • Advance the role of the Business Analyst as a recognized profession;
  • Support opportunities for members to network with, and gain knowledge from, seasoned BA practitioners as well as with industry and government leaders;
  • Provide access for members to a formal “knowledge base” as well as forums for sharing expertise, expressing professional opinions and building a reputation within the industry;
  • Provide pathways to learn about business analysis best practices;
  • Obtain and sustain a level of financial security, sustainability and autonomy at the chapter level.
  • Create corporate support for the IIBA within the local market by superior marketing/awareness programs that demonstrate the value of business analysis and the IIBA;
  • Liaise with industry and association partners to increase awareness and benefit of IIBA Chapter members.


Article 3 – Chapter Leadership

10.  The Chapter leadership shall consist of an elected President and Board of Directors and shall not be used for the promotion of candidacy of any person seeking public office or preferment or the promotion of any commercial enterprise.
11.  The President and Board of Directors shall be members in good standing of the Chapter.

Article 4 – Membership

12.  Membership in the Chapter is voluntary and shall be open to any eligible person interested in furthering the purposes of the organization.  Membership shall be open to all eligible persons without regard to race, creed, color, age, gender identity, sexual orientation, marital status, international origin, religion, or physical or mental disability.
13.  Only IIBA members in good standing may join the Chapter. The Chapter shall not accept as members any individuals who have not been accepted as IIBA members, and shall not create its own membership categories.
14.  “Members in Good Standing” can vote in Chapter elections and hold office. Members in good standing shall be defined as Chapter Members who have paid both IIBA and Chapter dues, as verified by the Treasurer.
15.  Members shall be governed by and abide by the IIBA Bylaws, the Code, the Bylaws of the Chapter, and all policies, procedures, rules and directives lawfully made thereunder.
16.  All members shall pay the required IIBA and Chapter membership dues, and in the event that a member resigns, membership dues shall not be refunded by IIBA or the Chapter.
17.  In the event that a member relocates, pro-rated chapter dues will be transferred to the member’s new chapter.  Chapter dues will not be refunded to the member. 
18.  Any individual whose membership with IIBA has been revoked or suspended may not retain membership in the Chapter while such revocation or suspension is in effect.
19.  Membership in the Chapter shall terminate upon the member’s written resignation, failure to pay dues or expulsion from membership for just cause as defined by the Institute’s bylaws. These rules apply to all Chapter members.
20.  Upon termination of membership in the Chapter, the member shall forfeit any and all rights and privileges of membership to the Chapter.
21.  Members who fail to pay the required local chapter dues and are delinquent over 30 days will have their names removed from the official local chapter membership list of the Chapter.  A delinquent member may be reinstated by making payment in full of all unpaid dues for IIBA and the Chapter.
22.  The Chapter shall keep a current record of its members, and such record shall include the member’s name, address and contact information, IIBA membership renewal date, and Chapter membership renewal date. This record must be verified as necessary to ensure contact and renewal information for each member is accurate.
23.  The membership database and listings provided by IIBA to the Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Chapter, consistent with IIBA policies.

Article 5 – Chapter Calendar

24.  The Chapter will adhere to the following minimum schedule of events.

Event Timeframe
Membership Meetings  Bi-Annual ( May - September)
Annual General Meeting (AGM) June (1st year) 
February (subsequent years)
Chapter Executive Meeting Quarterly (March, June , September, December)
Committee Meetings Bi-monthly / As Needed

25.  Notice of meetings.

Meeting Called By Notice period Min Attendance Notice Form
AGM President 30 days 10% membership Email
Membership VP Prof Dev 30 days 10% membership Email
Executive Meeting President 30 days 50%  Board Email
Committee Meeting Committee Chair As required As Required Email

26.  Changes or modifications to Chapter Calendar must be submitted to the President to be discussed at the next Executive Meeting.
27.  The President of the Chapter will chair the meetings. Voting will occur by a show of hands or by a polling of members.  Proxy votes will not be accepted.  Decisions and acceptance are based on majority votes.


Article 6 – Officers and Directors

28.  The Chapter shall be governed by a Board of Directors.  The following positions will be elected officers: 

Vice President Communications
Vice President Marketing & Special Events
Vice President Professional Certification / Development
Vice President Membership Services

All officers shall be members in good standing of IIBA and of the Chapter. Officers will be elected by majority vote of Chapter members in attendance at the Annual General Meeting. The officers will serve two-year terms of office, staggered so that approximately half of the officer(s) are elected each year, to provide continuity.
As the Chapter increases its membership, the duties and responsibilities for each of the VPs will expand.  As a result new VP positions will be put forward at the AGM for approval by the membership.  Once approved the terms of reference will be sent by the president to all the membership.
Upon election these Officers will immediately become members of the Board of Directors and will serve as "understudies" of the Officers they are to succeed. The understudies will not have voting rights until the beginning of their respective terms.  Officers shall be eligible to serve multiple terms.
Officers will be elected at the Annual General Meeting each year and serve from April 1st to March 31st of the following year. (An exception is observed for the 2009 Chapter  election; elected officers will begin to serve immediately.) The following chart illustrates the election rotation process:

Odd Years Even Years
President Secretary
Vice President Communications Treasurer
Vice President
Professional Certification/ Development
Vice President Membership Services
Vice President Marketing & Special Events  

29.  The President shall be the chief executive officer for the Chapter and of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board.  The President shall also serve as a member ex-officio with the right to vote on all committees.
30.  The Secretary shall keep the records of all business meetings of the Chapter and meetings of the Board.  The Secretary will also manage all communication received by the chapter.
31.  The Treasurer shall oversee the management and record-keeping of funds for duly authorized purposes of the Chapter.
32.  The Vice President Communications & Marketing / Special Events is responsible for the timely dissemination of information both to and from the Chapter membership, using appropriate means to accomplish the objective and is also responsible for the promotion of the local Chapter and IIBA to internal and external publications.  In addition, they are responsible for maintaining the Chapter’s website and the development and delivery of programs relating to business analysis for each scheduled Chapter meeting.  The content of these programs is to be consistent and in accordance with the objectives of the Chapter and with approval of the Chapter Board.
33.  The Vice President Professional Certification/Development will be responsible for promoting Business Analysis Professionalism through the organization and delivery of educational publications, seminars, and workshops designed to help Business Analysts achieve certification as Business Analysis professionals.  In addition, they will be responsible for the Chapter's professional development programs designed to increase the competence of the business analysis community.
34.  The Vice President Member Services will be responsible for the development and maintenance of a Chapter membership plan that assures continued growth through aggressive recruiting and partnering with major community employers.
35.  The Past President shall assist the President in liaison with IIBA if and when required. 
See Appendix 1 for further description of all roles and responsibilities.


Article 7 – Board of Directors Responsibilities

36.  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.
37.  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. 
38.  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. 
39.  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. 
40.  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. 
41.  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. 
42.  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.  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.
43.  If and when the board can convene a quorum the board has the power to commit the local chapter to contractual arrangements.
44.  If the membership is dissatisfied with actions taken by the Board, a petition signed by 60 percentage of the membership, can be submitted to the President and the issue(s) will be tabled at a special meeting of the members or the next scheduled member meeting, for action.

Article 8 – Nominations and Elections

45.  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 mail 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.
46.  No current member of the Nominating Committee shall be included in the slate of nominees prepared by the Committee.

Article 9 – Committees

47.  The Board may authorize the establishment of committees to advance the purposes of the organization.  The Board shall establish a charter for each committee, which defines its purpose, authority and outcomes.  Committees are responsible to the Board.
48.  The President, with the approval of the Board, shall appoint all committee members and a chairperson for each committee.  Committee members must be appointed from the membership of the organization of the local Chapter. 

Article 10 – Finance

49.  The fiscal year of the Chapter shall be from 1 January to 31 December.  Fees are due upon renewal of membership (according to anniversary date of IIBA membership) and are paid directly to the IIBA.
50.  Annual membership dues shall be set by the Board and communicated to IIBA in accordance with policies and procedures established by the IIBA Board of Directors.
51.  The Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.
52.  All dues billings, dues collections and dues disbursements shall be performed by the IIBA.
53.  Audit of records and accounting practice will be performed every two (2) years by an independent third party.

Article 11 – Ratification and Amendments

54.  Amendments may be proposed by the Board on its own initiative, or
upon petition by ten percent (10%) of the members in good standing addressed to
the Board. All such proposed amendments shall be presented by the Board with or
without recommendation.
55.  Notice of proposed amendment shall be sent in writing to the
membership at least thirty (30) days before such meeting or vote.
56.  Bylaws may be amended by a two-thirds (2/3) vote of the
members in good standing participating in such vote. Votes may be held at any duly called or regularly scheduled chapter meeting or by ballot distributed to the membership.  When ballots are used, they shall be due not less than 14 days after it can be reasonably presumed that voting members have received such ballot.
57.  All amendments must be consistent with IIBA’s Bylaws and the policies, procedures, rules and directives established by the IIBA Board of Directors, as well as with the Chapter’s Charter with IIBA.

Article 12: Dissolution

58.  Should the Chapter dissolve for any reason, its assets shall be dispersed to a charitable organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.

Appendix 1 – Job Descriptions

The following job descriptions will be signed by the elected officer the day of the election by the membership, or, for the initial slate of Directors/Officers, prior to submission of the Chapter charter application.

Job Description

IIBA Louisville Chapter
Position:            Director & Board Member

Authority and Responsibility

The Board of Directors is the legal authority for the IIBA Louisville Chapter.  As a member of the Board, a Director acts in a position of trust for the organization and is responsible for the effective governance of the organization.
Requirements of Board membership include:
1.     Commitment to the work of the IIBA
2.     Knowledge and skills in one or more areas of Board governance: policy, finance, programs, personnel, and advocacy
3.     Willingness to serve on committees
4.     Attendance at Board meetings
5.     Attendance at meetings of assigned committees
6.     Attendance at the Annual General Meetings
7.     Attendance at membership meetings
8.     Support of special events
9.     Support of, and participation in, special events
10.  Financial support of the IIBA 


Directors are elected by the membership at the Annual General Meeting.  Directors serve for a two-year term.  Directors may be released at the end of the elected term by resigning, or according to the IIBA Louisville Chapter bylaws.

General Duties

A Director is fully informed on organizational matters, and participates in the Board’s deliberations and decisions in matters of policy, finance, programs, personnel and advocacy.
The Director must:
1.     Approve, where appropriate, policy and other recommendations received from the Board or its standing committees
2.     Monitor all Board policies
3.     Review the bylaws and policy manual, and recommend bylaw changes to the membership
4.     Review the Board’s structure, approve changes and prepare necessary bylaw amendments
5.     Participate in the development of the IIBA Louisville Chapter’s organizational plans and annual review
6.     Approve the IIBA Louisville Chapter’s budget
7.     Support and participate in evaluating Director performance
8.     Assist in developing and maintaining positive relations among the Board, committees and the community to enhance the IIBA Louisville Chapter’s mission

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A Director’s performance is evaluated annually based on the performance of assigned Board requirements and duties.

Review Date and Approval Date

The Board Member Job Descriptions are reviewed annually by the President.  Recommended changes are presented to the Board.
Approval Date:                                                           
Review Date:                                                                       

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Duties for the President

-       Provide leadership to the Board of Directors of the local Chapter
-       Ensure the Board adheres to its bylaws and constitution
-       Prepare the Board’s agenda with input from the Board Members
-       Chair Board meetings
-       Encourages Board Members to participate in meetings and activities
-       Keeps the Board’s discussion on topic by summarizing issues
-       Keeps the Board’s activities focused on the organization’s mission
-       Evaluates the effectiveness of the Board’s decision making process
-       Appoints committee chairpersons
-       Orients Board Members and committee chairpersons to the Board
-       Serve as ex officio member of committees and attends their meetings as required
-       Ensure there is a process to evaluate the effectiveness of Board Members using measurable criteria
-       Recognize Board Members’ contributions to the Board’s work
-       Acts as one of the signing officers for disbursements checks and other official documents
-       Play a leading role in supporting special events
-       Promote the organization’s purpose in the community and to the media
-       Prepare a report for the Annual General Meeting
-       Ensure programs and services are implemented
-       Ensure that the Board governs as well as manages programs and services

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Duties for the Secretary

-       Serve on the Board
-       Maintain copies of the organization’s bylaws and the Board’s policy statements
-       Maintain lists of Board Members, committees and General Membership
-       Notify Board Members of meetings
-       Take official meeting minutes
-       Record Board attendance
-       Ensure there is quorum at meetings
-       Record all motions and decisions of meetings
-       Record all corrections to minutes
-       Sign Board minutes and corrections to attest to their accuracy
-       Maintain copies of minutes of Board and committee meetings’
-       Distribute copies of minutes promptly
-       Conduct general Board correspondence including receiving, reading, distributing
-       Maintain records of all Board correspondence
-       Sign official documents of the organization as required
-       File the annual return, amendments to the bylaws and other incorporating documents with the Corporate Registry
-       Ensure members are notified of General Meetings
-       Chair Board meetings in the absence of the President
-       Orient the new Secretary

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Duties of Treasurer

-       Serve on the Board
-       Give regular reports to the Board on the financial state of the organization
-       Keep financial reports on file
-       Orient the new Treasurer
-       Act as signing officer with the President for checks and other documents
-       Manage the day-to-day financial affairs of the Board
-       Manage the accounting of the funds of the organization, its budget and expenditures
-       Keep full and accurate accounts of all organizational receipts and disbursements
-       Receive and bank all monies due to the organization
-       Disburse all monies as directed by the Board
-       File necessary financial reports, tax reports and audits
-       Ensure compliance with local and corporate fiduciary responsibilities

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Duties of the Past President

-       Support the current President
-       Chair the Nominating Committee for recruitment of new Board Members
-       Assist with Board recruitment and orientation to the Board
-       Assist with Board training
-       Chair special events
-       Provide historical continuity about the Board’s activities

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Duties of Vice President(s)

-       Serve on the Board
-       Act in the absence of the President
-       Learn duties of the President and keep informed on key issues
-       Act as a signing officer for checks and other documents
-       Orient the new Vice President
-       Chair a major committee
-       develop, update and incorporate recommended changes from the Board to the terms of reference and mandate of the committee
-       recruit an appropriate number of committee members to carry out the mandate
-       orient members to the committee’s mandate and position in the organization
-       call committee meetings and develop agendas with the input of the members
-       chair committee meetings and report the committee’s progress to the Board
-       encourage members to participate
-       keep discussion on topic by summarizing issues
-       guide the committee through its meetings to fulfill the committee’s purpose
-       recognize each member’s contribution to the committee’s work
-       delegate appropriate tasks to individual committee members
-       submit recommendations to the Board for approval
-       plan and evaluate the committee’s work with the help of the members
-       ensure meeting minutes and other relevant information are recorded and filed

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