BYLAWS OF WISCONSIN BUSINESS ANALYST DEVELOPMENT DAY, INC.
ARTICLE I – NAME AND PURPOSE
Section 1 – Name: The name of the organization shall be Wisconsin Business Analyst Development Day, Inc., hereinafter “WI BADD®”.
Section 2 – Location: The principal office of WI BADD® shall be located in Pewaukee, Wisconsin.
Section 3 – Purpose: As a non-profit organization, with activities defined under Section 501(c)(6) of the Internal Revenue Code, the purpose of WI BADD® is to organize and execute high-quality professional conferences that offer:
3.1 Business analysis practitioners a variety of resources to expand their skill and career growth potential.
3.2 Business analyst managers exposure to resources that can help them build and improve business analysis career paths.
3.3 Organizations an educational environment for the improvement of their business analysis centers of excellence.
3.4 Speakers an avenue to share their expert knowledge and advice on business analysis best practices.
3.5 Sponsors access to an audience of individuals and organizations that need their products and services, which support business analysis professionals.
3.6 Volunteers an opportunity to contribute to the growing business analysis community.
ARTICLE II – MEMBERSHIP
Section 1 – Eligibility: Membership in WI BADD® is open to each Wisconsin chapter of the International Institute of Business Analysis (IIBA®) that meets the following criteria:
The chapter is in good standing with the IIBA®.
The chapter supports WI BADD® purpose statement in Article I, Section 3.
To become a member, a chapter must submit a formal request for membership to the WI BADD® Board of Directors (“Board”). Membership will be granted by a two-thirds majority vote of the Board.
Section 2 – Rights of Membership: Each member chapter shall have equal rights with respect to voting, dissolution and any other matter, and is entitled to one vote on each matter voted on by the membership.
Section 3 – Renewal: Membership is automatically renewed on an annual basis.
Section 4 – Resignation and Termination: A membership may be terminated for any of the following reasons:
By written resignation from the member chapter to the Board at least 30 days prior.
Non-participation on the Board or conference planning for a period of 12 consecutive months, following receipt of a formal warning notice from the President at least four months prior to termination.
Just cause as determined by a two-thirds majority vote of the Board based on the violations of the IIBA® Member Code of Ethical Conduct and Professional Standards.
Section 5 – Other: The Board reserves the right to make final membership decisions.
ARTICLE III – MEETINGS
Section 1 – Annual General Meeting: An annual general meeting shall take place at a time and place designated by the Board. This meeting is open to all member chapters.
Section 2 – Special Meetings: A special meeting of the membership may be called by request of the President or by a request to the Vice President of Administration by three Board members.
Section 3 – Quorum: All member chapters must be represented at a meeting of the membership to constitute a quorum.
Section 4 – Voting: A vote must be cast by a person designated by the board of directors of the respective member chapter. At the time of vote, the designated person must be an active member of the respective chapter board of directors, but must not be a member of the Board. All matters voted on shall be decided based on a two-thirds majority of the membership represented at the meeting in which the vote takes place or, in lieu of a meeting, based on signed consent from a two-thirds majority of the membership.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 – Board Role: The Board is responsible for the overall policy and direction of WI BADD® and delegates the day to day operation to the officers. The Board receives no compensation.
Section 2 – Qualifications of Directors: A director shall be an individual designated by the board of directors of the respective member chapter and must be a member in good standing with both the IIBA® and member chapter.
Section 3 – Number of Directors: The Board shall consist of up to two directors for each member chapter; thereby allowing equal decision making amongst the membership.
Section 4 – Additional Directors: Members must approve additional Board positions by a two-thirds majority vote.
Section 5 – Terms: All directors shall serve a two year term. For each member chapter, the terms of the designated directors expire in alternating years. The initial term for one director from each new member chapter shall be one year.
Section 6 – Meetings and Notice: The President shall call the Board to meet at least quarterly, at an agreed upon time and place. An official Board meeting requires that each Board member receive notice at least two weeks in advance, unless such notice is waived by the Board. At least fifty percent of the board members must be in attendance.
Section 7 – Officer Elections: All officers shall be elected annually by a two-thirds majority of the directors of the Board.
Section 8 – Officers and Duties: There shall be four officers: President, President Elect, Vice President of Administration and Vice President of Finance, and these individuals also serve as directors on the Board. The maximum number of officer positions held by any individual at a time is one.
The President shall be the chief executive officer and serves as chairperson to the Board.
Vice President of Finance shall oversee the management of the funds for duly authorized purposes of WI BADD®.
Vice President of Administration shall keep the records and record the minutes for the Board, annual general and special meetings. Additionally, this position is responsible for facilitating the officer elections process.
President Elect shall shadow the President in preparation of taking on the responsibilities of the President in the next term. If they are interested parties/nominations, that role will be voted on in the year prior to the current President's end-of-term. The person voted into the role becomes President when the current President's term ends. The President Elect role is not required to be filled every year.
Section 9 – Vacancies: The member chapter who previously designated the director shall be allowed to designate another individual to fill the vacant position.
Section 10 – Resignation, Termination and Absences: Resignation from the Board must be received in writing by the President. In the event that the President resigns, or in the event of death, inability or refusal to act and there is not a President Elect, the Vice President of Administration shall call the Board to meet to elect a new President. Any existing officer that is elected to serve as the President shall immediately resign their current officer position.
ARTICLE V – COMMITTEES
Section 1 – Committee Formation: The Board may establish committees as needed and appoints all committee chairs by a two-thirds majority vote. Committee chairs must be members in good standing with both the IIBA® and a member chapter. The Board shall establish a charter for each committee which defines the committee's authorization and outcome(s).
ARTICLE VI – FINANCE
Section 1 – Finance: The Vice President of Finance is accountable for developing and reviewing the annual budget, collecting and accounting for conference registration and sponsorship fees, writing checks and disbursing petty cash, accounting for cash disbursements, reconciling bank accounts, preparing financial statements, filing annual information returns, and act as a signing officer for finance and other documents. The Vice President of Finance shall have the ability to delegate related duties to a committee that is tasked with managing finances for WI BADD® professional conferences.
ARTICLE VII – AMENDMENTS
Section 1 – Amendments: Amendments to the bylaws may be proposed by the Board. The bylaws may be amended by a two-thirds majority of the membership represented at the annual general or special meeting.
ARTICLE VIII – DISSOLUTION
Section 1 – Dissolution: WI BADD® may choose to dissolve by two-thirds vote of the Board. In the event of dissolution, all remaining assets will be distributed to a non-profit organization(s) determined by the members, or as required by applicable law. The Board shall be responsible for complying with all requirements for dissolution.
ARTICLE IX – INDEMNIFICATION
Section 1: In the event that any person who is or was an officer, director, committee chair or participant, or authorized representative of WI BADD®, acting in good faith and in a manner reasonably believed to be in the best interests of WI BADD®, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the corporation), such representative may be indemnified against reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated. Where the representative has been successful in defending the action, indemnification is mandatory.
Section 2: Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted by the Board only when consistent with the requirements of applicable law, and upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in these bylaws.
Section 3: Liability insurance shall be maintained for the Board and all WI BADD® professional conferences.
ARTICLE X – CERTIFICATION
These bylaws were approved by a two-thirds majority vote of the membership represented on the 29th day of January, 2015.
Vice President of Administration _ Darcy Dunn __ Date __1/29/2015____