Bylaws for the International Code Council, Inc.
A
Revised
ARTICLE I — NAME AND OBJECTIVES
1.1 Name
- This organization shall be known as
the International Code Council, Inc., hereinafter in these Bylaws referred to
as the "Council" or the "Corporation".
1.2 General
Purposes - The Council is a nonprofit
public benefit corporation and is not organized for the private gain of any
person. The Corporation is organized
exclusively as an organization described in Section 501(c)(6) of the Internal
Revenue Code of 1986, as amended, or the corresponding provision in any future
United States internal revenue law (the "Code"). Notwithstanding any other provision herein,
the Corporation shall not engage in a regular business activity of a kind
ordinarily carried on for profit and shall not carry on any other activity not
permitted to be carried on by a corporation exempt from federal income tax
under Section 501(c)(6) of the Code. It
is organized under the Nonprofit Public Benefit Corporation Law for public and
charitable purposes. Such purposes
specifically include:
With
respect to buildings and structures: (a) the lessening of burdens of government
through the development, maintenance and publication of model statutes and
standards for the use by federal, state and local governments in connection
with the administration of building laws and regulations, and (b) the lessening
of the burdens of government through the performance of certain services for
the benefit of federal, state and local governments in connection with the
administration of building law and regulation.
1.3 Principal
Office - The Corporation shall have
and continuously maintain a registered office in the State of
ARTICLE II — MEMBERSHIP
2.1 Categories
of Membership - The Council shall
have the following categories of voting membership:
2.1.1 Governmental
Member - A Governmental Member shall
be a governmental unit, department or agency engaged in the administration,
formulation or enforcement of laws, ordinances, rules or regulations relating
to the public health, safety and welfare.
Each Governmental Member shall designate its Primary Representative who
will receive benefits of membership in the Council on behalf of the
Governmental Member as determined by the Board of Directors from time to time.
2.1.1.1 Governmental
Member Voting Representatives - Each
Governmental Member shall exercise its right to vote through its designated
Governmental Member Voting Representatives, and shall be entitled to the number
of Governmental Member Voting Representatives as specified in Table 2.1.1.1. Governmental Member Voting Representatives
shall be designated in writing, by the Governmental Member, and shall be
employees or officials of the Governmental Member or departments of the
Governmental Member, provided that each of the designated voting
representatives shall be an employee or a public official actively engaged
either full or part time, in the administration, formulation or enforcement of
laws, ordinances, rules or regulations relating to the public health, safety
and welfare. The designation of a Governmental
Member Voting Representative may be changed by the Governmental Member, in
writing, from time to time.
|
Table
2.1.1.1 |
|
|
Population |
Voting Representatives |
|
|
|
|
0 to 50,000 |
4 |
|
50,001 to 150,000 |
8 |
|
Over 150,000 |
12 |
2.1.2 Honorary
Member - An individual who has
rendered outstanding service to the Council, and whose name shall be proposed
by the Board of Directors and confirmed by a majority vote of the Governmental
Member Representatives at an Annual Business Meeting.
2.1.3
Non-voting categories: The
Board of Directors shall establish the non-voting categories of membership as
may be necessary for the adequate representation of all parties interested in
association with the International Code Council. Non-voting categories shall provide for
membership of individuals and corporate entities and shall include, but not
necessarily be limited to, employees of governmental units, design
professionals, corporations, educational institutions, not-for-profit
associations, and other individuals interested in the purposes and objectives
of the Council.
2.2 Classification
by the Board of Directors - All
applications for membership shall be subject to classification by and approval
of the Board of Directors. Applicants shall be eligible for membership on
approval of the membership application by the Board and on timely payment of
such dues and fees as the Board may fix from time to time. This authority may be delegated by the Board
of Directors to the Chief Executive Officer.
2.3 Dues
- The annual dues for each membership
category shall be established by the Board of Directors. In no case shall a person be considered in
good standing, or be qualified to exercise membership participation or entitled
to receive any privilege of membership, who is default in payment of dues for
three months, except as may be extended by the Board of Directors.
2.4 Termination
- A membership in the Council shall
terminate on occurrence of any of the following events:
(a) Resignation
of the member;
(b) Expiration
of the period of membership, unless the membership is renewed on the renewal
terms fixed by the Board;
(c) The
member’s failure to pay dues, fees or assessments, as set forth by the Board,
after they are due and payable;
(d) Any
event that renders the member ineligible for membership, or failure to satisfy
membership qualifications.
2.5 Nonliability
of Members - A member of the
Corporation shall not be personally liable, solely because of membership, for
the debts, obligations, or liabilities of the Corporation.
ARTICLE III –- VOTING MEMBERS
Only
Governmental Member Representatives and Honorary Members shall have the right
to vote on any matters under these Bylaws, including but not limited to, the
right exercised through those individuals eligible to vote for the election of
a Director or Directors, or on a disposition of all or substantially all of the
assets, or on a dissolution, or on any changes to the Articles of Incorporation
or the Bylaws. Only the Governmental
Member Representatives and Honorary Members shall be permitted to make motions
and to vote on any issue at the Annual Business Meeting, special meetings and
written consents. Voting by proxy is not
permitted. Any person designated as a
voting representative of more than one Governmental Member or who is also an
Honorary Member shall be entitled to only one vote.
ARTICLE IV — LIMITATION BY GEOGRAPHICAL
REPRESENTATION
To
encourage wide geographical representation, no more than two Governmental
Member Representatives designated by Governmental Members located in the same
state may serve simultaneously on any one committee nor may more than two
Governmental Members Representatives designated by Governmental Members located
in the same state serve simultaneously on the Board of Directors.
ARTICLE V — BOARD OF DIRECTORS
5.1 Governing Body - Subject to the limitations
of the Articles of Incorporation, these Bylaws and the laws of the State of
5.2
Resignation, Disqualification and Vacancies - If the office of
any director becomes vacant by reason of death, resignation, disqualification,
removal or other cause, the president (or in the case the office of president
is vacant, the vice-president) shall appoint a successor for the unexpired term
and until his or her successor is elected and qualified at the next annual
business meeting, subject to the ratification of the Board of Directors. Any director, who ceases to be a designated
Governmental Member Representative, for a period exceeding 60 days, shall
automatically forfeit his or her position as a director.
5.2.1 Military Leave - Board members called
to and serving active military duty shall not thereby become disqualified as a
member of the board.
5.3 Removal
of a Director - Any Director may be
removed from office upon the vote of two-thirds of the Voting Members present
and voting at a meeting of the members, so long as the number of votes cast in
favor of removal is at least two-thirds of those necessary for a quorum.
5.4 Election - Except as provided
herein, the Board of Directors shall establish policies governing the conduct
of elections and copies thereof shall be provided to any member requesting a
copy. At each Annual Business Meeting a
majority of the Voting Members present and voting shall elect such number of
directors as necessary to fill vacancies of directors whose terms expire as of
such meeting.
5.5 Quorum - At all meetings of the Board of
Directors, a majority of the voting directors then in office shall constitute a
quorum for transaction of business, and the act of a majority of the voting
directors present at the meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise specifically provided by the
law of the State of California or by the articles of incorporation. If a quorum shall not be present at any
meeting of the Board of Directors, the directors present there at may adjourn
the meeting from time to time, without notice other than announcement at the
meeting until a quorum shall be present.
5.5.1
Written Action - unless otherwise restricted by the
articles of incorporation or these by-laws, any action required or permitted to
be taken at any meeting of the Board of Directors may be taken without a
meeting, if all voting members of the Board of Directors consent thereto in
writing, and the writing or writings are filed with the minutes or proceedings
of the Board of Directors.
5.5.2 Participation in Meetings by Conference
Telephone - Members of the Board of Directors may participate in a
meeting through use of conference telephone, electronic video screen
communication, or other communication equipment if all of the following
apply: (1) each director participating
in the meeting can communicate with all of the other directors concurrently,
(2) each director is provided the means of participating in all matters before
the Board of Directors, including the capacity to propose, or to interpose an
objection, to a specific action to be taken by the corporation and (3) the
corporation adopts and implements some means of verifying both that (i) a
person participating in the meeting is a director or other persons entitled to
participate in the Board of Directors meeting and (ii) all actions of, or votes
by, the Board of Directors are taken or cast only by the directors and not by
persons who are not directors.
5.6 Meetings
of the Board of Directors -
5.6.1 General
- The Annual Meeting of the Board of
Directors shall be held in conjunction with the time and place of the Annual
Business Meeting. The Board of Directors
shall meet at such other times and in such places as it may determine, and
otherwise upon the call of the President or of a majority of the Board of
Directors. Two-thirds of the
Directorship shall constitute a quorum. Motions and votes at such meetings
shall be duly recorded.
5.6.2 Organizational
Meeting - At the conclusion of the
Annual Business Meeting, the Board of Directors shall hold an organizational
meeting at which time it may transact any necessary business, including any
appointments pertinent to the on-going business.
5.6.3 Closed
Meetings - A meeting or portion of a
meeting of the Board of Directors may be closed to persons not serving on the
Board of Directors by a vote of the Board of Directors when matters that are
sensitive to the purpose of the Council, including but not limited to budget,
personnel, legal actions, and proprietary practices or materials are to be
discussed. The Board of Directors may
invite persons who are not members of the Board of Directors to attend
portions, or all, of such closed meetings in an advisory capacity.
5.7 Authority
- The Board of Directors may adopt
any policy or procedure, or authorize any administrative action in the best
interest of the Council and its membership.
5.8 Emergency
Actions - In the event that the Board
of Directors determines an emergency amendment to any International Code® or
standard or supplements thereto is warranted, the same may be adopted by the
Board of Directors. Such action shall
require an affirmative vote of at least two-thirds of the Board of
Directors. The membership shall be
notified, within ten days after the Board of Directors’ official action, of any
emergency amendment. At the next Annual
Business Meeting any emergency amendment shall be presented to the members for
ratification by a majority of the Governmental Member Representatives present
and voting.
ARTICLE VI — OFFICERS
6.1 Officers and Election - Election of officers for
the ensuing year shall be held at the annual business meeting. The Officers of
the Council shall consist of a President, Vice President, and
Secretary/Treasurer (who shall be the chief financial officer of the
Corporation), elected from the Board of Directors by the voting members present
and voting at the annual business meeting. At no time shall more than one
Governmental Member Representative located in the same state serve as an
Officer. Such Officers shall take office
beginning at the conclusion of the Annual Business Meeting and shall serve
until adjournment of the following Annual Business Meeting or until their
successors are duly elected and qualified.
Officers' tenure shall be limited to 1 single, full-year, term in each
office.
6.2 Duties
of President - The President shall
preside at the Annual Business Meeting, special meetings of the members and at
meetings of the Board of Directors. The
President shall be a regular member and preside at meetings of the Executive
Committee and shall be an ex officio nonvoting member of all other
committees. The President shall have
other such duties as are prescribed by the Board of Directors or these Bylaws.
Officers shall not act in their official capacity by proxy.
6.3 Duties
of the Vice President - The Vice
President shall act and perform the duties of the President during the
President’s absence from any meetings of this Corporation or the Board of
Directors, or by a vote of the Board of Directors in case of disability of the
President, and shall assist the President in the conduct of the office of
President. Officers shall not act in their official capacity by proxy.
6.4 Duties
of the Secretary/Treasurer - The
Secretary/Treasurer shall be responsible for keeping the minutes and records of
meetings, maintaining correspondence, receiving and disbursing funds,
supervising financial affairs, approving expenditures as provided by resolution
of the Board of Directors, and generally performing such official duties of a
Secretary/Treasurer of a corporation.
The Board of Directors may designate the Chief Executive Officer as the
official agent for all or portions of such duties. Officers shall not act in
their official capacity by proxy.
6.5
Resignation, Disqualification and Vacancies - If the position of any officer becomes vacant by
reason of death, resignation, disqualification, removal or other cause, the
president (or in the case the office of president is vacant, the
vice-president) shall appoint a successor for the unexpired term and until his
or her successor is elected and qualified at the next annual business meeting,
subject to the ratification of the Board of Directors. Any officer who ceases to be a member of the Board
of Directors shall automatically forfeit his or her position as an officer.
ARTICLE VII — EXECUTIVE COMMITTEE
7.1 Executive
Committee Members - There shall be an
Executive Committee of the Board of Directors.
The members of the Executive committee shall be composed of the
President, the Vice President, the Secretary/Treasurer and the Immediate Past
President.
7.2 Powers
and Duties - The Executive Committee
shall have authority to act in such matters as are specifically delegated by
the Board of Directors. The Executive
Committee and the Chief Executive Officer shall meet as necessary, between
meetings of the Board of Directors, at a date and place designated by the
President and shall have authority to take such action as they deem prudent, in
the furtherance of the general objectives of the Council, reporting such
actions to the Board of Directors at their next meeting.
ARTICLE VIII — ADMINISTRATION
8.1 Chief
Executive Officer - The Board of
Directors shall appoint a Chief Executive Officer and such other officers as it
shall designate, who shall serve at the pleasure of the Board. The Board of Directors shall fix the Chief
Executive Officer’s compensation. The
Chief Executive Officer shall manage the affairs of the Council within the
policies established by the Board of Directors and shall perform such other
duties as may be assigned by the Board of Directors to the Chief Executive
Officer. Neither the Chief Executive
Officer nor any other officer appointed by the Board shall have a vote in the
proceedings of this Council or of the Board of Directors.
ARTICLE IX — MEETINGS OF THE MEMBERS
9.1 Annual
Business Meeting - A regular meeting
of the Governmental Member Representatives, herein referred to as the Annual
Business Meeting shall be held each calendar year at a time and place
designated by the Board of Directors.
9.1.1 Order
of Business Meeting - The items of
business at the Annual Business Meeting shall include, but not be limited to,
the following:
1. Call
to order.
2. Reading
of Meeting Notice.
3. Determination
of a quorum.
4. Approval
of minutes of previous meeting(s).
5. Announcement
of the Officers-Elect.
6. Election
of Directors-at-Large.
7. Treasurer’s
Report.
8. Report
of the President.
9. Unfinished
business.
10. Resolutions.
11. Adjournment.
The
order of business as announced at the meeting may be changed by a majority vote
of the Governmental Member Representatives present and voting at the Annual
Business Meeting.
9.2 Special
Meetings - Special Meetings of the
Governmental Member Representatives may be called at any time by the President
with approval of two-thirds of the Board of Directors. The President shall call a special meeting
upon the receipt of a valid petition, specifying purpose of the special meeting
and bearing the names, titles, addresses, and signatures of five percent of the
Governmental Member Representatives.
9.3 Quorum
- A quorum for the transaction of
business at any annual or special meeting shall consist of 100 Governmental
Member Representatives.
9.4 Meeting
Notice - A notice of the time and
place of a special meeting shall be published not less than 60 days prior to
the start of the special meeting. A
notice of the time and place of the Annual Business Meeting shall be published
not less than 60 days prior to the start of the Annual Business Meeting.
9.5 Eligibility
to Vote - Governmental Member
Representatives and Honorary Members (collectively, the "Voting
Members") in good standing under these bylaws shall be entitled to vote at
any meeting of Governmental Member Representatives. Each Governmental Member
Representative and Honorary Member entitled to vote may cast one vote on each
matter submitted to a vote of the Governmental Member Representatives. Any person designated as a Governmental
Member Representative of more than one Governmental Member or who is also an
Honorary Member shall be entitled to only one vote.
ARTICLE X — CODE DEVELOPMENT PROCESS
The
Board of Directors shall adopt a policy, which may be amended from time to
time, on the Code Development Process for the International Codes®.
ARTICLE XI — COMMITTEES
11.1 Committees,
Councils - The Board of Directors may
establish committees and councils as it shall deem advisable. The President shall, with the concurrence of
the Board, appoint or replace all members of committees and councils not
otherwise specifically provided for herein.
11.2 Board
Authority - Any member of any
committee or council may be removed by the Board at any time, subject to the
limitations of the laws of the State of
11.3 Nominating
Committee - There shall be a
Nominating Committee chaired by the Immediate Past President and consisting of
Governmental Member Representatives and/or Honorary Members having a reasonably
distributed geographical representation.
The Board of Directors shall establish policies governing the Nominating
Committee and the conduct of elections. The
Nominating Committee, excluding the Chairperson, shall have no more than one
Governmental Member Representative or Honorary Member from any one state.
11.4 Meetings
of Committees - Except as otherwise
provided by these bylaws, committees and councils shall comply with the
policies established by the Board of Directors.
ARTICLE XII — CHAPTERS
12.1 Organization
- The Council shall encourage and
recognize the establishment of regional, state, student, professional, local
area and International chapter organizations of its members, the purpose of
which shall be the furtherance of the objectives of the Council. Applications
for the establishment of a chapter, together with a copy of the proposed
chapter Bylaws and a list of those who have agreed to become members of the
chapter, shall be submitted to the Board of Directors for approval. The chapter shall be established upon approval
by the Board of Directors.
12.2 Management
- All chapters shall be managed in
accordance with policies established by the Board of Directors.
ARTICLE XIII — AUDITING AND REPORTS
13.1 Fiscal
Year - The fiscal year of the Council
shall be as determined by the Board of Directors.
13.2 Audit
- There shall be an audit of the
activities and financial affairs of the Council at the end of each fiscal year
by an independent auditor selected by the Chief Executive Officer with the
advice and consent of the Board of Directors.
Such audit shall be submitted to the Board of Directors.
ARTICLE XIV — INDEMNIFICATION, INSURANCE
AND DIRECTOR LIABILITY
14.1 Definitions
- For the purposes of this Article
XIV, "agent" means any person who is or was a director, officer,
employee, or other agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
foundation, or other enterprise, or was a director, officer, employee, or agent
of a foreign or domestic corporation which was a predecessor corporation of the
Corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending, or completed
action or proceeding, whether civil, criminal, administrative, or
investigative; and "expenses" includes without limitation attorneys'
fees and any expenses of establishing a right to indemnification under Sections
14.4 or 14.5(b) of these Bylaws.
14.2 Indemnification
in Actions by Third Parties - The
Corporation shall have power to indemnify any person who was or is a party to,
or is threatened to be made a party to, any proceeding (other than an action by
or in the right of the Corporation to procure a judgment in its favor, an
action brought under Section 5233 of the California Nonprofit Public Benefit
Corporation Law, or an action brought by the Attorney General or a person
granted relator status by the Attorney General for any breach of duty relating
to the assets held in charitable trust) by reason of the fact that such person
is or was an agent of the Corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with such proceeding if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests of the Corporation and,
in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful. The
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which the
person reasonably believed to be in the best interests of the corporation or
that the person had reasonable cause to believe that the person's conduct was
unlawful.
14.3 Indemnification
in Actions by or in the Right of the Corporation - The Corporation shall have power to indemnify any
person who was or is a party to, or is threatened to be made a party to, any
threatened, pending or completed action by or in the right of the Corporation,
or brought under Section 5233 of the California Nonprofit Public Benefit Corporation
Law, or brought by the Attorney General or a person granted relator status by
the Attorney General for breach of duty relating to assets held in charitable
trust, to procure a judgment in its favor by reason of the fact that such
person is or was an agent of the Corporation, against expenses actually and
reasonably incurred by such person in connection with the defense or settlement
of such action if such person acted in good faith, in a manner such person
believed to be in the best interest of the Corporation, and with such care,
including reasonable inquiry, as an ordinarily prudent person in a like
position would use under similar circumstances.
No indemnification shall be made under this Section 14.3:
(a) In
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation in the performance of such person's
duty to the Corporation, unless and only to the extent that the court in which
such proceeding is or was pending shall determine upon application that, in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for the expenses which such court shall determine;
(b) Of
amounts paid in settling or otherwise disposing of a threatened or pending
action, with or without court approval; or
(c) Of
expenses incurred in defending a threatened or pending action which is settled
or otherwise disposed of without court approval unless it is settled with the
approval of the Attorney General.
14.4 Indemnification
Against Expenses - To the extent that
an agent of the Corporation has been successful on the merits in defense of any
proceeding referred to in Sections 14.2 or 14.3 of these Bylaws or in defense
of any claim, issue, or matter therein, the agent shall be indemnified against
expenses actually and reasonably incurred by the agent in connection therewith.
14.5 Required
Determinations - Except as provided
in Section 14.4 of these Bylaws, any indemnification under this Article XIV
shall be made by the Corporation only if authorized in the specific case, upon
a determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of conduct set
forth in Sections 14.2 or 14.3 of these Bylaws, by:
(a) A
majority vote of a quorum consisting of Directors who are not parties to such
proceeding; or
(b) The
court in which such proceeding is or was pending upon application made by the
Corporation or the agent or the attorney or other person rendering services in
connection with the defense, whether or not such application by the agent,
attorney, or other person is opposed by the Corporation.
14.6 Advance
of Expenses - Expenses incurred in
defending any proceeding may be advanced by the Corporation prior to the final
disposition of such proceeding upon receipt of an undertaking by or on behalf
of the agent to repay such amount unless it shall be determined ultimately that
the agent is entitled to be indemnified as authorized in this Article XIV.
14.7 Other
Indemnification - No agreement made
by the Corporation to indemnify its (or its subsidiaries') Directors or
Officers shall be valid unless such agreement is consistent with this Article
XIV. In the event of any inconsistencies
between this Article XIV and any other provisions regarding indemnification of
Directors and Officers by the Corporation, this Article XIV shall prevail. Nothing contained in this Article XIV shall
affect any right to indemnification held by persons other than Directors and
Officers.
14.8 Forms
of Indemnification Not Permitted - No
indemnification or advance shall be made under this Article XIV, except as
provided in Section 14.4 or 14.5(b), in any circumstances where it appears:
(a) That it would be inconsistent with a
provision of the Articles of Incorporation, these Bylaws, or an agreement in
effect at the time of the accrual of the alleged cause of action asserted in
the proceeding in which the expenses were incurred or other amounts were paid,
which prohibits or otherwise limits indemnification; or
(b) That it would be inconsistent with any
condition expressly imposed by a court in approving a settlement.
14.9 Nonpaid
Directors - Except as provided in
Sections 5233 or 5237 of the California Nonprofit Public Benefit Corporation
Law (or any successor provisions thereto), there shall be no monetary liability
on the part of, and no cause of action for damages shall be asserted against,
any nonpaid Director, including any nonpaid Director who is also a nonpaid
Officer of the corporation, based upon any alleged failure to discharge the
person's duties as Director or Officer if the duties are performed in a manner
that meets all of the following criteria:
(a) The
duties are performed in good faith;
(b) The
duties are performed in a manner such Director believes to be in the best
interests of the Corporation; and
(c) The
duties are performed with such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would use under similar
circumstances.
14.10 Insurance
- The Corporation shall have power to
purchase and maintain insurance on behalf of any agent of the Corporation
against any liability asserted against or incurred by the agent in such
capacity or arising out of the agent's status as such whether or not the Corporation
would have the power to indemnify the agent against such liability under the
provisions of this Article XIV; provided, however, that the Corporation shall
have no power to purchase and maintain such insurance to indemnify any agent of
the Corporation for a violation of Section 5233 of the California Nonprofit
Public Benefit Corporation Law (or any successor provision thereto).
14.11 Nonapplicability
to Fiduciaries of Employee Benefit Plans - This Article XIV does not apply to any proceeding against any
Director, investment manager, or other fiduciary of an employee benefit plan in
such person's capacity as such, even though such person may also be an agent of
the Corporation as defined in Section 14.1 of these Bylaws. The Corporation
shall have power to indemnify such Director, investment manager, or other
fiduciary to the extent permitted by subdivision (f) of Section 207 of the
California General Corporation Law.
If
any part of this Article XIV shall be found in any action, suit or proceeding
to be invalid or ineffective, the validity and the effectiveness of the
remaining parts shall not be affected.
ARTICLE XV — AUTHORITY AND BENEFIT
15.1 No
Benefit to Any Individual - No part
of the net earnings, if any, of this Council shall inure to the benefit of any
member or other individual, and no gain, profit, or dividends shall ever be
distributed to any member of this Council or inure to the benefit of any
private persons, except as provided for in these Bylaws.
15.2 No
Authority to Act - A member or
chapter or any officer or member thereof shall not participate in or purport to
have authority to act on behalf of or bind this Corporation to any legal
obligations or liability, except as provided in these Bylaws, or resolution or
policy of the Board of Directors.
ARTICLE XVI — DISSOLUTION
In
the event of a dissolution or final liquidation of the Council, all of the
remaining assets and property of the Council shall, after paying or making
provision for the payment of all of the liabilities or obligations of the
Council and for necessary expenses thereof, shall be transferred to one or more
organizations which will (i) dedicate such assets and property to public and/or
charitable purposes, and (ii) qualify as tax exempt organizations under Section
501(c)(3), Section 501(c)(4), or Section 501(c)(6) of the Code.
ARTICLE XVII — RULES OF ORDER
Roberts
Rules of Order shall govern all aspects of a parliamentary nature unless
otherwise provided for by the Board of Directors.
ARTICLE XVIII — AMENDMENTS TO BYLAWS
18.1 Proposals
- Proposed amendments to these
Bylaws, to be considered at an Annual Business Meeting, shall be signed by at
least ten Governmental Member Representatives and shall be presented to the
Board of Directors at least 90 days prior to the opening of an Annual Business
Meeting or must be proposed through resolution of at least ten of the members
of the Board of Directors at least 90 days prior to the opening of an Annual
Business Meeting.
18.2 Notice
of Actions - The Board of Directors
shall cause proposed amendments to the Bylaws to be printed in the Annual
Business Meeting notice and shall present its recommendations, if any, at the
Annual Business Meeting. These proposed amendments may be discussed and amended
at the Annual Business Meeting, and if passed by a two-thirds vote of those
Governmental Member Representatives present and voting, shall be sent by letter
ballot, as amended on the floor, to all Governmental Member Representatives of
the Council. To be considered, the ballots by the Governmental Member
Representatives shall be received within 30 days of distribution. A two-thirds
majority of Governmental Member Representatives voting is required for
adoption. The returns shall be certified by the President if the necessary
majority for approval is received.
18.3 Effective
Date - The approved amendments become
effective ten days thereafter unless otherwise provided in the amendment.
ARTICLE XIX — OPERATIVE DATE
19.1 General
- These Bylaws shall be effective and
operative upon the date designated by the Board as the date on which the
consolidation of the operations of BOCA, ICBO and SBCCI and their respective
controlled entities with the operations of this Corporation occurs.
19.2 Committees
- Council committees in existence as
of the operative date of these Bylaws to the extent permitted under these
Bylaws shall not be deemed abolished by the adoption of these Bylaws, subject
to the right of the Board of Directors to remove them.
19.3 Previous
Action Remains in Effect - Upon the
operative date of these Bylaws, all prior actions consistent with these Bylaws,
whether pursuant to resolution or policy, of the Board of Directors, or any
other committee, remain in effect until modified, repealed or otherwise
superseded.
[History: The original ICC Bylaws were approved on