About Insights Assocation, New England Chapter (IANE)
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Insights association New ENGLAND chapter bylaws
Adopted May 24, 2018
ARTICLE I – NAME
Section 1. Name. The name of this organization shall be the Insights Association New England Chapter, Inc., (the “Chapter”), a not-for-profit corporation incorporated under the laws of the Commonweatlh of Massachusetts (the “State”).
Section 2. Offices. To meet legal requirements, the Chapter shall maintain a principal office inside the State or use a Registered Agent in the State and shall maintain additional office or offices at such other places inside or outside the State as the Chapter’s board of directors (the “Board”) may determine from time to time.
ARTICLE II – PURPOSES
Section 1. Relationship to the Association. The purposes of the Chapter shall be the same as those of Insights Association, Inc. (the “Association”) as set forth in its bylaws (the “National Bylaws”). These Bylaws may not be contrary to, and shall be interpreted consistently with, the National Bylaws. The Chapter may not bind, contract for, or take any position on behalf of the Association without the prior approval of the Board of Directors of the Association.
Section 2. Policies. The Chapter shall follow the policies and procedures of the Association.
Section 3. Purposes. As provided in the National Bylaws, the “fundamental objective” of the Chapter will be “to provide – within a distinct and definable geographical area – networking, education and support from a like-minded community consistent with and in support of the purposes of the Association.”
Specifically, the Chapter shall endeavor:
· to foster and promote the best interests of the research and analytics industry and profession (the “Industry”), which includes corporations, organizations, departments, and individuals engaged in the development of marketing research intelligence, analytics, insights and strategies;
· to define the Industry’s identity and promote its value and growth;
· to ensure research and analytics quality by establishing, improving, and enforcing professional practices and ethical standards;
· to advance and maintain an enlightened understanding of the Industry on the part of governmental officials so as to secure proper legislative and regulatory advantage;
· to protect the public welfare by guarding privacy and ensuring against the abuse of the public;
· to provide educational opportunities in the practice of research intelligence, analytics, insights, and strategies;
· to collaborate with educators on training for related careers;
· to investigate and disseminate information regarding Industry challenges and opportunities, as well as emerging practices and technologies;
· to engender a beneficial sense of community among Chapter members (“Members”); and
· to act as a thought leader, provide essential business guidance and, with one voice, protect, expand and advance the business and practice of research and analytics.
ARTICLE III – MEMBERS
Section 1. Membership, Classification. Membership in the Chapter is distinct from and in addition to membership in the Association. No party may join the Chapter without first joining the Association. Classification of Chapter memberships shall be consistent with the National Bylaws.
Section 2. Admission. An individual, company, or department may become a Member by: (a) applying on a form and/or in a method prescribed by the Association; (b) meeting all other qualifications set forth by the National Bylaws; and (c) complying with other such qualifications or requirements as may be instituted by the Chapter.
Section 3. Dues and Assessments. Fees, dues, and assessments shall be paid to the Association consistent with the National Bylaws (“National Dues”).
Section 4. Suspension or Expulsion.
a. Suspension/Expulsion. Membership in the Chapter may be suspended or terminated for cause. Sufficient cause for such suspension or termination of membership shall be a violation of these Bylaws or any rule or practice duly adopted by the Chapter or any other conduct prejudicial to the interests of the Chapter. In the event of a violation by any Member of the Association’s ethics codes, or behavior of any Member which reflects poorly on the Association or the Industry, the Chapter shall notify the Association of the violation or behavior immediately. Such notification shall constitute the basis for a review of all rights and privileges of membership by the Association, including termination of such rights and privileges as determined by the Association.
b. Procedure. Suspension or expulsion shall be by the affirmative vote of two-thirds of the Association’s National Board of Directors at any regular or special meeting at which a quorum is present; provided, however, that a statement of the charges shall have been mailed by certified mail to the last recorded address of the Member at least fifteen (15) days before final action is to be taken. This statement shall be accompanied by a notice of the time and place of the meeting of the Association’s National Board of Directors at which the charge shall be considered, and the Member shall have the opportunity to appear in person and to present any defense to such charges before action is taken by the Association’s National Board of Directors.
Section 5. Failure to Pay.
a. Failure to Pay. Member failure to pay financial obligations owed the Chapter within one hundred and twenty (120) days of billing shall constitute the basis for a review of all rights and privileges of membership by the Association, including suspension or termination of such rights and privileges as determined by the Association.
b. Reinstatement. A Member terminated from membership for failure to pay financial obligations owed the Chapter may be readmitted to membership within a year from date of termination without penalty or admission fee if all outstanding financial obligations to the Chapter have been paid, and the former Member is otherwise qualified for admission. After a year from the date of termination for nonpayment, the former Member must reapply, and tender payment of outstanding and unpaid financial obligations to the Chapter, to be considered for membership.
Section 6. Resignation. A Member may withdraw from the Chapter by sending written notice of the resignation to the Association, which shall be effective upon receipt after fulfilling all obligations to the Chapter.
Section 7. Chapter Units. The Board may establish administrative and geographic classifications from time to time as the Board determines necessary in furthering the purposes of the Chapter.
ARTICLE IV – MEMBER MEETINGS
Section 1. Annual Meeting. The Chapter’s annual meeting of the membership (“Annual Meeting”) shall be held in January of each year. The Board shall determine the date and location of the Annual Meeting. The Members shall be given written notice of the Annual Meeting not less than ten (10) days and not more than fifty (50) days in advance.
Section 2. Special Meetings. Special meetings of the membership, or classes thereof, may be called by the President, by a majority of the Board, or by fifteen (15) percent of Members in good standing entitled to vote. The Members shall be given written notice of a special meeting not less than ten (10) and not more than fifty (50) days in advance. The notice of a special meeting shall state the business to be transacted at the meeting.
Section 3. Quorum. Ten (10) percent of Members in good standing entitled to vote shall constitute a quorum at any meeting of the Chapter. Quorum numbers shall be based on Members present in person (including via phone or via streaming platforms) or proxy.
Section 4. Voting. Members in good standing are entitled to vote on matters presented for a vote of the membership. A majority vote of the Members in good standing entitled to vote present in person or proxy shall be sufficient to act. Any amendment to this provision of the Bylaws must be approved by a vote of the Members.
Section 5. Mail/Electronic Ballot. The Board may, at its discretion and as allowed by State law, direct that a membership vote be undertaken by mail or electronic ballot on any matter which can properly be acted upon at a membership meeting.
Section 6. Proxy Voting. Proxy voting is permitted, subject to such uniform procedures and rules as the Board may establish, and in accordance with State law.
ARTICLE V – BOARD OF DIRECTORS
Section 1. Composition. The Board shall consist of no more than the seven (7) officers described in Article VII (“Officers”) and no fewer than three (3) directors at large (“Directors at Large”). The number of Officers and Directors at Large shall be determined each year by the Nomination Committee. Officers and Directors at Large may be referred to herein collectively as “Directors.” In no event shall there be fewer than three (3) Directors.
Section 2. Duties. Under the leadership of the President, or in the absence of the President the Vice President/President Elect, the Board shall: (i) supervise, control, and direct the affairs of the Chapter; (ii) determine the Chapter’s policies or changes within the limits of these Bylaws; (iii) actively promote the Chapter’s purposes; (iv) appoint such agents as it considers necessary; and (v) have discretion in the disbursement of Chapter funds. The Board shall adopt such rules and procedures for the conduct of its business and the business of the Chapter as the Board deems advisable and may appoint such agents as it considers necessary. The Board is expected to act in the best interests of the community from which it draws its members.
Section 3. Qualifications. Any Member of the Chapter in good standing shall be eligible for election as a Director at Large. A Member shall not be a candidate for the Board if his/her election would result in more than two (2) representatives of the same company serving as Directors at the same time.
Section 4. Term of Office. Directors at Large shall hold office for two (2) years or until their successors are elected, and their term of office shall begin at the conclusion of the Annual Meeting at which they are installed. The terms of Directors at Large shall be staggered to facilitate continuity and stability of the Board.
Section 5. Meetings.
a. Timing. The Board shall meet at such times as it may determine, but not less than four (4) times each year. Special Meetings of the Board may be called by the President or not less than two (2) directors upon notice to other Directors at least five (5) days before the meeting date.
b. Quorum. A majority of the Directors shall constitute a quorum. In the absence of the President, the quorum present may choose a chairman for the meeting.
c. Voting. Each Director shall have one vote, and in case of a tie vote the President or person presiding shall have an additional vote. The Board may meet by telephone conference so long as each Director may hear the other Directors participating in the conference call.
d. Action in Lieu of Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the Board shall be filed with the minutes of the proceedings of the Board.
Section 6. Removal. A Director may be removed for good cause by a two-thirds vote of the Directors present at a special meeting called specifically for that purpose.
Section 7. Resignation. Directors at Large may resign for any reason at any time during their term of office. The resignation should be submitted in writing to the President by the resigning Director at Large, noting the effective date of the resignation.
Section 8. Vacancies. Whenever any vacancy occurs in the Board, it shall be filled by a majority vote of the remaining Directors. The person so elected must meet the qualifications as noted in Section 3 of this Article and shall hold office until a successor is elected at the next election.
ARTICLE VI – CONFLICT OF INTEREST STATEMENT
Directors have a duty to place the interest of the Chapter foremost in their dealings with the Chapter and with any interactions or transactions between the Chapter and any other company or organization. Directors may not obtain for themselves, their relatives, or their friends a material interest of any kind by virtue of the Director’s involvement with the Association or the Chapter. If a Director has an interest in a proposed transaction between the Chapter and another company or organization in the form of personal financial interest or professional advancement by means of the transaction, or holds a position as trustee, director, officer in, or consultant to the organization, he or she must make full disclosure of such interest before any discussion or negotiation of such transaction when acting as an agent of the Association or the Chapter. Any Director who is aware of a potential conflict of interest with respect to any matter coming before the Board shall not participate in discussion of, or vote in connection with, the matter.
ARTICLE VII – OFFICERS
Section 1. Officers. The officers (“Officers”) of this Chapter shall be Immediate Past President, President, President Elect, Vice-President, Secretary, Treasurer and Treasurer Elect.
Section 2. Duties.
a. Immediate Past President. The Immediate Past President shall perform such duties as may be assigned by the Board.
b. President. The President will, subject to the approval of the Board and in accordance with these Bylaws, oversee the affairs of the Chapter and perform all duties incident to the office and those assigned by the Board. The President will preside at all membership meetings of the Chapter or meetings of the Board. The President will make certain that all responsibilities assigned to Officers are fulfilled.
c. President Elect. The President Elect will serve as a member of the Nominating Committee and as an ex-officio member of all other Chapter committees. The President may assign other duties to the President Elect. The President Elect will assume the duties of the President in the event of his/her resignation, absence, or inability to act. The President Elect will succeed to the office of the President upon his/her completion of that term.
d. Vice President. The Vice President shall assist the President in the performance of Chapter activities as assigned by the President or the Board of Directors.
e. Secretary. The Secretary will direct the maintenance of the non-financial records and proceedings of the Chapter, including notices to the members as appropriate. The Secretary will perform other duties which the President may assign.
f. Treasurer. The Treasurer will direct the maintenance of the Chapter’s funds and financial records. The Treasurer will ensure proper accounting procedures for the keeping of the funds in such banks and/or other accounts as are approved by the Board. At the expiration of the term of office, the Treasurer will deliver to his/her successor any and all Chapter financial records and documents necessary for the discharge of duties of the Treasurer. In the absence of a successor, the Treasurer will deliver accounts, records and documents to the President.
g. Treasurer Elect. The Treasurer Elect shall perform such duties as may be assigned by the Treasurer, President or the Board to ensure continuity of the financial record keeping of Chapter. The Treasurer Elect will assume the duties of the Treasurer in the event of his/her resignation, absence, or inability to act. The Treasurer Elect shall succeed to the office of the Treasurer upon his/her completion of that term.
Section 3. Qualifications. Any Member of the Chapter in good standing shall be eligible for election to any office.
Section 4. Term of Office. Officers, except for Treasurer and Secretary, shall hold office for one year or until their successors are elected and qualified. The Treasurer and Secretary shall hold office for two years or until a successor is elected and qualified. The terms of Treasurer and Secretary shall be staggered to facilitate continuity and record-keeping responsibilities. Officers shall take their offices at the conclusion of the Annual Meeting at which they are installed.
Section 5. Removal. An Officer may be removed for good cause by a two-thirds vote of the Directors present at a special meeting called specifically for that purpose.
Section 6. Resignation. Officers may resign for any reason at any time during their term of office. The resignation should be submitted in writing to the President by the resigning Officer, noting the effective date of the resignation.
Section 7. Vacancies. Vacancies in any office shall be filled for the unexpired portion of the term by a majority vote of the Board at its next regular meeting or at a special meeting called for that purpose.
ARTICLE VIII – NOMINATIONS AND ELECTIONS
Section 1. Appointment. The President shall choose from among the Immediate Past President and President Elect to serve as nominating chairperson (“Nominating Chair”). The Nominating Chair shall form a nominating committee (“Nominating Committee”). The Nominating Committee shall consist of the Nominating Chair, the President Elect or one other member of the current Board of Directors if the President Elect is designated as the Nominating Chair, and a minimum of two (2) other Chapter members in good standing. No more than two (2) current Board members shall serve on the Nominating Committee. The Nominating Committee shall then be approved by the Board.
Section 2. Notification. The Nominating Committee shall be published to the members of the Chapter not less than thirty (30) days prior to the presentation of the slate of Officers. The Nominating Committee shall solicit recommendations for Officer and Director at Large candidates and recommend a slate of candidates to the Members of the Chapter on or prior to November 1. The new Board shall be installed either before the first Board of Directors meeting in January or at a Chapter event held in January.
Section 3. Procedures. The procedures governing the operations of the Nominating Committee shall be established by the Board.
Section 4. Nominations. The Nominating Committee shall report its recommendations to the Members eligible to vote. Additional nominations may be made by Members eligible to vote.
Section 5. Voting. The person receiving a plurality of the votes cast shall be declared the winner for each position. Voting should remain open for a minimum of two weeks. Cumulative voting is not authorized to elect the Board unless the meeting notice or statement accompanying the notice states conspicuously that cumulative voting will take place.
ARTICLE IX – COMMITTEES
Section 1. Standing Committees. The Standing Committees of the Chapter shall be as follows.
a. Nominating Committee. The Nominating Committee shall be chaired by the Nominating Chair and shall be governed by Article VIII.
b. Executive Committee. The Executive Committee shall be chaired by the President and consist of the Officers of the Chapter. The Executive Committee may exercise the powers of the Board when the Board is not in session, reporting to the Board at its next meeting any actions taken. The Executive Committee shall meet at the call of the President or on the written request of any three members, at such time and place as designated by the President.
c. Membership Committee. The President, subject to the approval of the Board, shall appointment from among the members a chairperson of the Membership Committee. The Membership Committee shall be responsible for: (i) administering the provisions of Article III; (ii) conducting new membership campaigns; (iii) following up on dropped memberships; and (iv) other such matters related to Article III as the Board may reasonably designate.
d. Leadership Council. The Leadership Council shall consist of the Board and the chairpersons of all Chapter committees.
Section 2. Ad hoc Committees. Other committees may be established and appointed at the discretion of the Board.
ARTICLE X – FINANCIAL MATTERS
Section 1. Fiscal Year. The fiscal year of the Chapter shall begin on the first day of January of each calendar year and shall end on the last day of December of each calendar year.
Section 2. Expenditures. No obligations shall be incurred and no disbursements of funds over the amount of $2,500.00 shall be made unless first authorized by the approved budget of the Chapter, or by a vote of the Board.
Section 3. Contract Approvals. Contracts entered on behalf of the Chapter must be approved by a vote of the Board. Approved contracts may only be executed by a member of the Executive Committee in order to be considered valid. A final, signed copy of each contract must be provided to the Treasurer and Treasurer Elect.
Section 4. Bonding. Any person entrusted with the handling of funds or property of the Chapter shall, at the discretion of the Board, furnish at the expense of the Chapter a fidelity bond approved by the Board in such sum as the Board shall prescribe.
Section 5. Audit. The Chapter may, at the discretion of the Board, have its financial records audited annually.
Section 6. Compensation. Directors shall not receive a salary or other compensation for performance of their duties but may be reimbursed for their expenses. Directors performing services on behalf of the Chapter in addition to their duties as officers and directors may be compensated for such services, subject to disclosure to and approval by the Board.
Section 7. Sponsors. Any third parties providing donations to or sponsoring events of the Chapter shall be pre-approved by the Board, and such third parties shall be limited to respected members of the Industry (or their respective industries) who adhere to the highest ethical standards.
ARTICLE XI – MISCELLANEOUS PROVISIONS
Section 1. Power to Indemnify. The Chapter shall have the power to indemnify any person who is or was a Director (including Officers and Directors at Large), committee member, employee, or agent of the Chapter to the full extent permitted by law.
Section 2. Liability Insurance. The Chapter may purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, employee or agent of the Chapter against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Chapter would have the power to indemnify him or her against such liability.
Section 3. Use of Funds and Dissolution. The Chapter shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of its funds shall inure, or be distributed to the Members of the Chapter. On dissolution of the Chapter, any funds remaining shall be distributed to the Association.
ARTICLE XII – AMENDMENTS
The Bylaws may be amended or repealed in whole or in part by an affirmative majority vote of the membership in accordance with the provisions of this Article. The Bylaws also may be amended by an affirmative two-thirds majority vote of the Board provided that the change does not fundamentally alter the Chapter’s purpose, as determined by the Association. The Board will inform the
membership within 30 days of all changes to the Bylaws.
CERTIFICATE OF THE SECRETARY OF
Insights Association New England Chapter
a Commonwealth of Massachusetts Entity
I, Jane Mount, hereby certify that I am duly elected and acting Secretary of the above organization, and that the foregoing Bylaws constitute the Bylaws of the above organization as duly adopted by vote of the Chapter Membership on May 24th, 2018. All ballots are in possession of the Secretary.
Name: Jane Mount
REVIEW PRESENTATIONS from previous Insights Association, New England Chapter Conferences