Baltimore IIA Chapter Bylaws

(As of 7/14/11)

INSTITUTE OF INTERNAL AUDITORS –

BALTIMORE CHAPTER, INC.

 BY- LAWS

ARTICLE I

 ADHERENCE TO CORPORATE CORPORATION

The Corporation is empowered to perform any and all acts which are defined in the Certificate of Incorporation and the By-Laws of the Institute of Internal Auditors, Inc.  (“The Institute”) and shall do nothing which is inconsistent with their provisions and with the pronouncements and resolutions incorporated in the minutes of the Institute meetings and the meetings of its Board of Directors.

 

ARTICLE II

 OFFICE

 

SECTION 1. Principal Office. The principal office of the Corporation shall be at P.O. Box 4759, Baltimore, MD 21211.

SECTION 2. Other Offices. The Corporation may also have an office or offices in such other place or places as the business of the Corporation may require and the Board of Directors may from time to time appoint.

ARTICLE III

 MEMBERS

Section 1. The Corporation membership shall consist of those duly admitted to any of the classes of membership, as defined in the Institute and who are located in the Corporation area, who by written request, endorsed by the secretary of the Corporation, if any, of the area in which they are located, elect to become affiliated with the Corporation.

SECTION 2. Membership in the Corporation shall cease and terminate on transfer to another Corporation area or because of resignation or termination for any of the causes set forth in the By-Laws of the Institute.

SECTION 3. Annual Meeting. The annual meeting of the members of the Corporation shall be held on a day duly designated by the Board of Directors in March if not a legal holiday, and if a legal holiday then the next succeeding day not a legal holiday, for the purpose of electing directors to succeed those whose terms shall have expired as of the date of such annual meeting, and for the transaction of such other corporate business as may come before the meeting.

SECTION 4. Special Meetings. Special meetings of the members may be called at any time for any purpose or purposes by the Chairman of the Board, the President, by a Vice President, or by a majority of the Board of Directors, and shall be called forthwith by the Chairman of the Board, the President, by a Vice President, the Secretary or any director of the Corporation upon the request in writing of a majority of all the members entitled to vote on the business to be transacted at such meeting. Such request shall state the purpose or purposes of the meeting. Business transacted at all special meetings of members shall be confined to the purpose or purposes stated in the notice of the meeting.

 

ARTICLE IV

 VOTING

SECTION 1. Every member of the Corporation shall be entitled to attend all meetings of the Corporation, but the right to vote shall be as follows:

a. Members and associate members shall be entitled to vote on all questions within the jurisdiction of this Corporation, whether the questions be brought before meetings of this Corporation or submitted to Corporation members for vote by mail, electronic mail or website access.

b. All other classes of membership shall not be eligible to vote.

c. Classes of membership not eligible to vote shall not be counted among those present for determining a majority vote.

d. Whenever a mail or electronic mail ballot is used, a Teller or Committee appointed by the Directors shall open and count such ballots and report the results to the Board of Directors.

 ARTICLE V

OFFICERS

             SECTION 1. The elective officers shall be Corporation President, Corporation Vice President of Program, Corporation Vice President of Hospitality, Corporation Vice President of Logistics, Corporation Secretary and a Corporation Treasurer. No person shall hold more than one office at a time. Holding of office in this Corporation shall be restricted to members and associate members.

SECTION 2. Nominations shall be made by the Nominating Committee consisting of the current President and immediate past President. In addition, officers may be nominated by any Corporation member.

SECTION 3. Officers of the Corporation shall be elected by electronic mail ballot sent out in May of each year, and shall hold office from the following June 1 through May 31 unless the term of office shall terminate or be terminated as provided in the By-Laws of the Institute or as provided elsewhere in these By-Laws of the Baltimore Corporation.

SECTION 4. Officers shall be elected by an electronic mail vote and members will only be required to respond to the ballot if they wish to vote against the ballot or any member of the ballot. Non-votes will be deemed a vote of confidence in the proposed ballot. Voting will be conducted in accordance with Article IV.

SECTION 5. Any officer may be removed for cause by a two-thirds vote of the Board of Directors, provided such officer shall have been granted an opportunity for a hearing before the Board.

The Board shall call a special meeting of the Corporation to be held within thirty days from the date when any such removal be voted. At such special meeting, the Board shall make a full and complete report of the action taken in removing the officer or officers and the reason for such action. At such meeting, the office or offices made vacant by such action of the Board shall be filled. The officer removed by the Board may be re-elected by the Members and if so re-elected, may not again be removed by the Directors for the same offense. Any officer may be removed by a two-thirds vote of the members present at any duly held meeting of the Corporation, provided notice of such proposed action shall have been incorporated in the notice for the meeting. Such notice shall be mailed to the Members by the Secretary upon written petition of one-fifth of the Members.

SECTION 6. If any vacancy shall occur in any office by reason of death, resignation, or otherwise, except as provided in SECTION 5 of this article, the Board of Directors is empowered to fill such office pro tem until the Corporation shall elect a member to fill said vacancy. Advance notice shall be given when an election will be held to fill the vacancy.

SECTION 7. Officers shall be eligible for re-election. The President will be limited to two (2) successive terms.

SECTION 8. If the membership in the Institute of any officer shall for any reason terminate, their office shall automatically become vacant.

SECTION 9. Any resignation of any officer shall be tendered to the Board of Directors and may be acted on at any regular or special meeting of the Board within a reasonable time after such tender is made.

 

ARTICLE VI

 DUTIES OF OFFICERS

            SECTION 1. The Corporation President shall be the executive head of the Corporation and, when present, shall preside at all meetings of the Corporation and of the Board of Directors. The Corporation President shall be responsible for the enforcement of the By-Laws of The Institute and these By-Laws of the Corporation and the resolutions and proceedings of the Board of Directors and the Board of Directors. The Corporation President shall keep the President and the Board of Directors of the Institute and the Board of Directors of the Corporation fully informed of the affairs of the Corporation and shall consult the President and the Board of Directors of the Corporation, when necessary, concerning the business of the Corporation and its activities.

SECTION 2. The Corporation Vice Presidents shall have such duties and powers as may be prescribed by the Board of Directors or delegated by the Corporation President. The primary duties of the Corporation Vice Presidents include planning and organizing the venues for the annual educational programs in addition to registering individuals and collecting payments for the programs. In the absence of disability of the Corporation President, any one of the three Corporation Vice Presidents may temporarily or permanently perform the duties of the Corporation President.

SECTION 3. The Corporation Treasurer shall be charged with the custody of the funds of the Corporation and their proper disbursement, under any rules prescribed by the Board of Directors. The Treasurer shall make periodic reports as required by the Treasurer of the Institute and any other reports which the Board of Directors may require. The Corporation Treasurer shall be the disbursing Officer of the Corporation. Unless specifically authorized by the Institute, the Treasurer shall not have the authority to receive monies for application fees and dues which authority is reserved to the international office of the Institute. The Board of Directors of the Corporation may authorize the bonding of the Corporation Treasurer. At the termination of the Corporation Treasurer’s term of office, all funds, records, papers, books and documents and all other property of the Corporation having to do with the financial or other transactions or business of the Corporation which may have come into their possession or may have been compiled or created during the term of office shall be turned over to the Board of Directors.
SECTION 4. The Corporation Secretary shall perform those duties delegated by the Corporation President or prescribed by the Board of Directors. The records of membership shall be kept under their jurisdiction. The Secretary shall make reports as required by the Board of Directors or as required by the Secretary of the Institute. The Secretary, or a member of a committee under his supervision, shall notify each Member of the Corporation of all meetings and shall do any and all other things normally required by a Corporation Secretary to keep the officers and the Board of Directors of the Institute and the Board of Directors and the Corporation Officers and Members informed of the affairs of the Corporation. The Secretary shall make and keep a true record of all meetings of the Board of Directors, be responsible for custody of the By-Laws and the Corporate seal; conduct correspondence, and execute all such writings as officially instructed and authorized by the Board of Directors. The Board of Directors may authorize the bonding of the Corporation Secretary. At the termination of the term of office, the Secretary shall turn over to the Board of Directors all records, papers, books and documents and all other property of the Corporation which may have come into their possession or may have been compiled or created during the term in office.

SECTION 5. If at any meeting of the Corporation or of the Board of Directors, the Corporation President be absent and no one authorized to perform his duties be present, or if the Corporation Secretary be absent, then a Chairman or Secretary pro tem or both as may be needed shall be appointed by a majority vote of the Members present and voting. Voting shall be conducted in accordance with ARTICLE IV.

SECTION 6. The Officers of the Corporation shall receive no salaries for their services. Officers may be reimbursed for their expenses incurred in the performance of their duties subject to such approvals as may be determined by the Board of Directors.

 

ARTICLE VII

 BOARD OF DIRECTORS AND THEIR ELECTION

SECTION 1. The determination of the policies of the Corporation shall be vested in a Board of Directors.

SECTION 2. The Board of Directors shall be constituted as follows:
a. The Officers of the Corporation including the Corporation President; the Corporation Vice Presidents; the Corporation Treasurer and the Corporation Secretary.
b. One three year Director for each ten (10) members or associates (excluding all other classes of membership), limited to a number deemed sufficient, to be elected for a period of three years, one-third retiring each year. Directors elected at the first meeting after the authorization of the Corporation may, at the discretion of the Board of Directors, hold office for a period of one (1) full year beyond the unexpired part of the first year in which they were elected.

c. The two most recent past Corporation Presidents, not holding other offices
in the Corporation and who are still members of the Corporation.

d. If the remainder, after the number of members is divided by ten, comes to five or more, one additional Director shall be elected.

SECTION 3. Nominations shall be made by the Nominating Committee and nominations may be made from the floor.

SECTION 4. Directors of the Corporation shall be elected by electronic mail ballot sent out in May of each year, and shall hold office for a 3 year term starting from the following June 1 through May 31 of the third year unless the term of office shall terminate or be terminated as provided in the By-Laws of the Institute or as provided elsewhere in these By-Laws of the Baltimore Corporation.

SECTION 5. Directors shall be elected by an electronic mail vote and members will only be required to respond to the ballot if they wish to vote against the ballot or any member of the ballot. Non-votes will be deemed a vote of confidence in the proposed ballot. Voting will be conducted in accordance with Article IV.

SECTION 6. Any Director may be removed for a cause by a two-thirds vote of the Board, provided such Director shall have been granted an opportunity for a hearing before the Board. The Board shall call a special meeting of the Corporation to be held within thirty (30) days from the date when any such removal be voted. At such special meeting, the Board shall make a full and complete report of the action taken in removing the Director or Directors and the reason for such action. At such meeting, the office or offices made vacant by such action of the Board shall be filled. A Director removed by the Board may be re-elected by the Members and if so re-elected, may not again be removed by the Board for the same offense. Any Director may be removed by a two-thirds vote of the Members and associate members of the Corporation present at any duly held meeting, provided notice of such proposed action shall have been incorporated in the notice for the meeting. Such notice shall be mailed to the Corporation Members by the Corporation Secretary upon written petition of one-fifth (1/5) of the Members.

SECTION 7. If the office of any Director shall become vacant by reason of death, resignation or otherwise, except as provided in SECTION 6 of this article, the Board of Directors is empowered to fill such office for the unexpired term.

SECTION 8. If the membership in the Institute of any Director shall for any reason terminate, his office as Director shall automatically become vacant.

SECTION 9. The resignation of any Director shall be tendered to the Board of Directors and may be acted on at any regular or special meeting of the Board.

SECTION 10. The Board of Directors shall have the power to set the time and place for each annual (summer planning) meeting and each special meeting of the Corporation.

SECTION 11. The Board of Directors shall meet at least three times annually, at such times and places as it may elect. As soon as possible after the annual meeting, the Board of Directors shall meet and determine the number of Directors who shall constitute a quorum at all Board meetings in the Corporation year. At this meeting at least half of the Board Members must be present and voting. Notice of the meetings of the Board of Directors shall be electronically sent by the President or as the Board may otherwise direct, but no failure or defect of notice shall invalidate the meeting or any business transacted or action taken thereat.

SECTION 12. At all meetings of the Board of Directors the majority vote of Directors present and voting will decide all issues except as provided elsewhere in these By-Laws.

SECTION 13. The Directors of the Corporation shall receive no salaries or fees for their services. Directors may be reimbursed for expenses incurred in the performance of their duties subject to such approval as may be determined by the Board of Directors. All expenditures will be properly accounted for to the Treasurer and documented as deemed necessary. The Treasurer at all times will record the name, purpose and amount relating to each expenditure.
                                               

ARTICLE VIII

 COMMITTEES

SECTION 1. There shall be these standing committees appointed by the Board of Directors:

a. An Audit Committee of one Member, not an Officer or Director.

b. A Nominating Committee consisting of the current and immediate Past President.

SECTION 2. There shall be these standing committees appointed by the Corporation President:

a. A Membership Committee with a Committee Chair and minimum of three Members.

b. An Academic Relations Committee with a Committee Chair and minimum of three Members.
c. A Certifications Committee with a Committee Chair.
d. A Chief Audit Executive Roundtable Committee with a Committee Chair.
e. A Communications Committee with a Committee Chair.

f. A Policy Committee with a Committee Chair.

g. A Community Service Committee with a Committee Chair.

h. A Technology Committee with a Committee Chair

ARTICLE IX

 CORPORATE SEAL

             SECTION 1. Seal. In the event that the President shall direct the Secretary to obtain a corporate seal, the corporate seal shall be circular in form and shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Maryland”. Duplicate copies of the corporate seal may be provided for use in the different offices of the Corporation but each copy thereof shall be in the custody of the Secretary of the Corporation or of an Assistant Secretary of the Corporation nominated by the Secretary.

ARTICLE X

 BANK ACCOUNTS AND LOANS

             SECTION 1. Bank Accounts. Such officers or agents of the Corporation as from time to time shall be designated by the Board of Directors shall have authority to deposit any funds of the Corporation in such banks or trust companies as shall from time to time be designated by the Board of Directors and such officers or agents as from time to time shall be authorized by the Board of Directors may withdraw any or all of the funds of the Corporation so deposited in any such bank or trust company, upon checks, drafts or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation, and made or signed by such officers or agents; and each bank or trust company with which funds of the Corporation are so deposited is authorized to accept, honor, cash and pay, without limit as to amount, all checks, drafts or other instruments or orders for the payment of money, when drawn, made or signed by officers or agents so designated by the Board of Directors until written notice of the revocation of the authority of such officers or agents by the Board of Directors shall have been received by such bank or trust company. There shall from time to time be certified to the banks or trust companies in which funds of the Corporation are deposited, the signature of the officers or agents of the Corporation so authorized to draw against the same. In the event that the Board of Directors shall fail to designate the persons by whom checks, drafts and other instruments or orders for the payment of money shall be signed, as hereinabove provided in this Section, all of such checks, drafts and other instruments or orders for the payment of money shall be signed by the President or a Vice President and countersigned by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer of the Corporation.

SECTION 2. Loans. Such officers or agents of this Corporation as from time to time shall be designated by the Board of Directors shall have authority to effect loans, advances or other forms of credit at any time or times for the Corporation from such banks, trust companies, institutions, corporations, firms or persons as the Board or Directors, shall from time to time designate, and as security for the repayment of such loans, advances, or other forms of credit to assign, transfer, endorse and deliver, either originally or in addition or substitution, any or all stocks, bonds, rights and interests of any kind in or to stocks or bonds, certificates of such rights or interests, deposits, accounts, documents covering merchandise, bills and accounts receivable and other commercial paper and evidences of debt at any time held by the Corporation; and for such loans, advances or other forms of credit to make, execute and deliver one or more notes, acceptances or written obligations of the Corporation on such terms, and with such provisions as to the security or sale or disposition thereof as such officers or agents shall deem proper; and also to sell to, or discount or rediscount with, such banks, trust companies, institutions, corporations, firms or persons any and all commercial paper, bills receivable, acceptances and other instruments and evidences of debt at any time held by the Corporation, and to that end to endorse, transfer and deliver the same. There shall from time to time be certified to each bank, trust company, institution, corporation, firm or person so designated the signatures of the officers or agents so authorized; and each such bank, trust company, institution, corporation, firm or person is authorized to reply upon such certification until written notice of the revocation by the Board of Directors of the authority of such officers or agents shall be delivered to such bank, trust company, institution, corporation, firm or person.

 ARTICLE XI

REIMBURSEMENTS

             Any payments made to an officer or other employee of the Corporation, such as salary, commission, interest or rent, or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or other employee of the Corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or other employee, subject to the determination of the Board of Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.

 ARTICLE XII

 MISCELLANEOUS PROVISIONS

             SECTION 1. Fiscal Year. The fiscal year of the Corporation shall end on the last day of May.

SECTION 2. Notices. Whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer or member it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each member officer or director at such address as appears on the books of the Corporation, or in default of any other address, to such director, officer or member at the general post office in the City of Baltimore, Maryland, and such notice shall be deemed to be given at the time the same shall be thus mailed. Any member, director or officer may waive any notice required to be given under these By-Laws.

 ARTICLE XIII

 AMENDMENTS

             SECTION 1. Amendment of By-Laws. The Board of Directors shall have the power and authority to amend, alter or repeal these By-Laws or any provision thereof, and may from time to time make additional By-Laws.

ARTICLE XIV

 INDEMNIFICATION

             SECTION 1. Definitions. As used in this Article XIV, any word or words that are defined in Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time, (the “Indemnification Section”) shall have the same meaning as provided in the Indemnification Section.

SECTION 2. Indemnification of Directors and Officers. The Corporation shall indemnify and advance expenses to a director or officer of the Corporation in connection with a proceeding to the fullest extent permitted by and in accordance with the Indemnification Section.

SECTION 3. Indemnification of Employees and Agents. With respect to an employee or agent, other than a director or officer, of the Corporation, the Corporation may, as determined by the Board of Directors of the Corporation, indemnify and advance expenses to such employee or agent in connection with a proceeding to the extent permitted by and in accordance with the Indemnification Section.

These By-Laws are hereby duly executed and approved by the Directors of the Corporation on the date hereinafter noted.

 

DATE:  July 14, 2011