ARTICLE 1 – THE ORGANIZATION

1.1 Name

This organization shall be called International Institute of Business Analysis Calgary (hereinafter “Calgary IIBA Chapter”).

1.2 Charter and Incorporation

This organization is a chapter chartered by the International Institute of Business Analysis, (hereinafter “IIBA®”). The principle office of Calgary IIBA Chapter shall be located in Calgary, Alberta, Canada. Calgary IIBA Chapter is responsible to the duly elected IIBA Board of Directors and is subject to all IIBA policies, procedures, rules and directives. Calgary IIBA Chapter shall be separately incorporated as a Society under the Societies Act under the laws of the Province of Alberta.

ARTICLE 2 – GOALS AND OBJECTIVES

2.1 Purpose

The purpose of Calgary IIBA Chapter is to promote the practice of business analysis, raise the profile of the business analyst role and locally represent the IIBA in Calgary.

2.2 Chapter Goals and Objectives

The goals and objectives of Calgary IIBA Chapter are to:

• Promote the role of business analyst and IIBA in the Calgary business community;
• Promote the standards and best practices in IIBA Business Analysis Body of Knowledge® (BABOK®);
• Facilitate knowledge sharing and individual contributions within the Calgary BA Practitioner community;
• Facilitate the professional growth of CBAP® certified Business Analysts in Calgary, and;
• Ensure a sustainable financial model for the Chapter.

ARTICLE 3 – DEFINITIONS AND INTERPRETATIONS

3.1 Definitions

In these Bylaws, the following terms have these meanings:

BA Practitioner: Anyone who practices the business analysis profession or who assumes the role of a business analyst on behalf of a client.

Board: The Board of Directors of this Chapter

Bylaws: The Bylaws of this Chapter; the rules of governance for the Calgary IIBA Chapter.

Chapter: The body of IIBA members and interested parties that form the Calgary IIBA Chapter.

Chapter Policies and Procedures: Policies and procedures developed by Calgary IIBA Chapter to ensure consistency in both operations and conduct amongst those involved in Calgary IIBA Chapter.

Director: Any person elected or appointed to a voting position on the Board. The term Officer will be used synonymously with Director throughout these Bylaws.

Executive Directors: A group of individuals representing Calgary IIBA Chapter including the President, Vice President(s) and Past President.

General Meeting: A gathering of Chapter Members with Chapter business on the agenda. Other terms with the same meeting include the Annual General Meeting (AGM), Chapter Business Meeting and Special General Meeting.

Member: A member in good standing of Calgary IIBA Chapter and IIBA. A member is in good standing when:

a) He or she has paid membership dues to Calgary IIBA Chapter and appear in the IIBA Chapter membership list, and;
b) He or she has not been suspended as a Member

Officer: A Board member who has signing authority for Calgary IIBA Chapter.

Register of Members: The list of IIBA members in good standing provided by IIBA.

Special Resolution: A resolution to be passed by the voting members requiring a 2/3 vote of all members in good standing.

Ordinary Resolution: A resolution to be passed by the members requiring a simple majority vote for the voting members in attendance.

Voting Member: A Member entitled to vote at the meetings of Calgary IIBA Chapter.

3.2 Interpretations

The following rules apply when interpreting these Bylaws:

Singular and Plural: Words indicating the singular number also include the plural and vice versa.

Headings: Headings are for convenience only and do not affect the interpretation of these Bylaws.

Liberal Interpretation: These Bylaws are intended as guiding principles for the operation of Calgary IIBA Chapter, and where conflicts arise should be interpreted with reasonability and good judgment.

Gender: Words are not gender-specific. References to masculine gender include feminine gender and vice versa.

ARTICLE 4 – Governance

4.1 Board of Directors

4.1.1 Authority

An elected Board of Directors (hereinafter “the Board”) shall be the governing body of Calgary IIBA Chapter and shall be responsible for setting Chapter direction and policy. The Board shall exercise all powers of Calgary IIBA Chapter, except as specifically prohibited by these Bylaws, IIBA Bylaws and policies, and the laws of the jurisdiction in which the organization is incorporated/registered.

The The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these Bylaws and IIBA Bylaws and policies, and to exercise authority over all Chapter business and funds. Unless otherwise provided for in these Bylaws, all actions and decisions of the Board shall be final.

Wherever these Bylaws conflict with the IIBA Bylaws and policies, IIBA Bylaws and policies shall govern the Board providing they do not conflict with Alberta or Canadian Federal legislation.

4.1.2 Composition

Calgary IIBA Chapter shall consist of an elected President and Board of Directors and shall not be used for the promotion of candidacy of any person seeking public office or preferment or the promotion of any commercial enterprise. All Officers shall be members in good standing of IIBA and of Calgary IIBA Chapter. Officers will be elected by majority vote of Chapter members in attendance at the Annual General Meeting.

As Calgary IIBA Chapter increases its membership, the duties and responsibilities for each of the Officers may expand. Committees may be formed to support additional functions as deemed necessary by Calgary IIBA Chapter.

The Board shall include the following elected Officers who will serve in the following positions:

• President
• Vice President (VP) Finance & Administration
• Vice President (VP) Professional Development
• Vice President (VP) Marketing & Communications
• Vice President (VP) Corporate Development
• Vice President (VP) Member Services
• Vice President (VP) Special Events
• Vice President (VP) Sponsorship
• Past President

4.1.3 Board of Director Term of Office, Tenure and Transition

The term of office for all Officers will be two (2) years, with the exception of the first elections of Calgary IIBA Chapter. Each Officer may hold a specific position for a maximum of two (2) consecutive terms, except where there is no other available nominee to stand for election of the position at the end of the second term.

With the exception of the first election of Calgary IIBA Chapter, elected Officer Positions will be staggered such that re-appointment will occur two (2) years after the initial appointment. In providing continuity for Calgary IIBA Chapter, Officers will be elected in two groups with terms commencing in alternate years.

4.1.4 Election Schedule

Officer will be elected at the Annual General Meeting (AGM) each year. The election groups shall be as follows:

Group A – elected at AGM in even years:

• President
• Vice President (VP) Finance & Administration
• Vice President (VP) Marketing & Communications
• Vice President (VP) Professional Development

Group B – elected at AGM in odd years:

• Vice President (VP) Corporate Development
• Vice President (VP) Membership
• Vice President (VP) Special Events
• Vice President (VP) Sponsorship

4.1.5 Nominations and Elections

A Nominating Committee shall prepare a slate containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election. All nominees must be members in good standing with IIBA and with Calgary IIBA Chapter and eligible to serve as an Officer.

Candidates for Board positions may also be nominated by petition process to be established by the Nominating Committee and approved by the Board. Such a petition process shall provide at least one month’s notice of forthcoming elections to allow for nomination beyond those presented by the Nominating Committee.

Notifications of elections and the slate of nominees (determined by both processes) shall be sent with one month’s notice to the membership. No current member of the Nominating Committee involved in the tally of results shall be included in the slate of nominees presented for election.

Discrimination in nominations and election procedures on the basis of race, colour, creed, gender, age, national origin, religion, physical or mental disability, political belief, marital status, employment status, sexual orientation or other unlawful purpose is prohibited.

The Directors of Calgary IIBA Chapter shall be elected by Ordinary Resolution at a duly constituted General Meeting coinciding with the annual election schedule and term for that position. Voting shall be conducted by confidential ballot. Ballots shall be counted by the eligible members of the Nominating Committee or by tellers designated by the Board.

Upon election these Officers will become members of the Board of Directors and a three month transition from the Officers that they are to succeed will commence immediately following the election. Newly elected Officers will not have voting rights until the beginning of their respective terms. Officers shall be eligible to serve multiple terms.

4.1.6 Calling Board Meetings

The Board shall meet at the call of the President, or at the written request of three (3) members of the Board directed to the Board Secretary. Each member shall be entitled to one (1) vote and may take part and vote in person only. At its discretion, the Board may conduct its business by teleconference, facsimile or other legally acceptable means. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

4.1.7 Quorum

A quorum shall consist of no less than one-half of the membership of the Board at any given time. If and when the board can convene a quorum the board has the power to:

• Propose an amendment to the bylaws;
• Amend objectives;
• Commit the local chapter to contractual arrangements, and/or;
• Terminate any individual member for violation of a Chapter bylaw or IIBA bylaw.

4.1.8 Board Actions

Each elected Officer shall be entitled to one vote on any matter or motion coming before the Board. Every decision of the Board shall be a simple majority vote except as provided for by elsewhere in these Bylaws. Abstaining from a vote is only acceptable in cases where there is a conflict of interests. The President shall have the deciding vote in the case of a tie.

A resolution in writing signed by the Officers and placed with the Board is as valid and effective as if regularly passed at a meeting of Directors.

If the membership is dissatisfied with actions taken by the board, a petition signed by 60 percent of the membership can be submitted to the President and the issue(s) will be tabled at a special meeting of the members or the next scheduled member meeting for action.

4.2 Board Removals, Resignations and Vacancy

4.2.1 Removal from Office

The Board may declare an Officer position to be vacant where an Officer:

• Ceases to be a Member in good standing of IIBA and/or Calgary IIBA Chapter by reason of non-payment of dues;
• Fails to attend three (3) consecutive scheduled Board meetings, or;
• Acts in a manner judged to be harmful to the Board or Chapter.

An officer may be removed from office for just cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.

The affected Officer shall receive written notice of the Board’s intention to remove them from office at least two weeks prior to the Board meeting at which the motion will be discussed. The notice shall be sent to the address shown on Calgary IIBA Chapter membership list produced by IIBA and shall be marked Confidential. A member of the Board may also deliver the notice. The notice shall state the reasons why removal is being considered.

The Officer shall have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany and/or represent the Officer. The Board may exclude the Officer and the Officer’s representative from its discussion of the matter, including the deciding vote. The decision of the Board shall be final.

4.2.2 Resignations

An Officer may resign by submitting written notice to the President. Unless another time is specified in the notice or determined by the Board, the resignation shall be effective upon receipt by the Board of the written notice.

4.2.3 Vacancies

If any officer position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. If more than half the term of office remains, the Board may call a special election for the position for the balance of the term of office.

In the event the President is unable or unwilling to complete the current term of office, an Interim President will be appointed by the remaining Board members. This appointment shall be in effect for the remainder of that term.

4.3 Officer Roles and Accountabilities

All Officer elected to the Board shall act in a position of trust for the organization and are responsible for the effective governance of the organization. General duties include:

• Commitment to the work of the IIBA;
• Willingness to serve on committees;
• Attendance at board meetings and general meetings;
• Preparation for discussion of issues on the agenda;
• Voting on motions, and;
• Support of and participation in special events.

Specific responsibilities and accountabilities for Directors are outlined in Calgary IIBA Chapter Policies and Procedures (see Section 4.4.1).

4.3.1 President

The President shall be the chief executive officer for Calgary IIBA Chapter and of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board. The President shall also serve as a member ex-officio with the right to vote on all committees.

4.3.2 Past President

The immediate Past President shall serve as a member ex-officio of the Board of Directors, with a right to participate in all discussions and all committees. The Past President shall not have a vote on the Board of Directors or the Committees.

4.3.3 Vice President Finance & Administration

The Vice President (VP) Finance & Administration shall be responsible for the management of funds for duly authorized purposes of the Chapter and keeping the records of all business meetings of Calgary IIBA Chapter and meetings of the Board. The Vice President (VP) Finance is responsible to the Board of Directors and will submit the books for audit each year, and is also responsible for all official correspondence with the members and the IIBA, except for committee correspondence.

4.3.4 Vice President Corporate Development

The Vice President (VP) Corporate Development is responsible for the management of relationships with the corporate community, vendors and corporate patrons of the Chapter.

4.3.5 Vice President Marketing & Communications

The Vice President (VP) Marketing & Communications is responsible for the timely dissemination of information both to and from Calgary IIBA Chapter membership, using appropriate means to accomplish the objective and is also responsible for the promotion of the local Chapter and IIBA to internal and external publications. In addition, they are responsible for maintaining Calgary IIBA Chapter’s website and the development and delivery of programs relating to business analysis for each scheduled Chapter meeting. The content of these programs is to be consistent and in accordance with the objectives of Calgary IIBA Chapter and with approval of Calgary IIBA Chapter Board.

4.3.6 Vice President Professional Development

The Vice President (VP) Professional Development will be responsible for promoting Business Analysis Professionalism through the organization and delivery of educational publications, seminars, and informational updates, including changes to the BA Body of Knowledge to help Business Analysts in the Business Analysis profession. Chapters are prohibited from the creation and delivery of proprietary training materials, but may host a training session offered by an IIBA Endorsed Education Provider.

4.3.7 Vice President Member Services

The Vice President (VP) Member Services will be responsible for Calgary IIBA Chapter’s development and maintenance of a Chapter membership plan that facilitates continued membership group through recruiting and partnering with major community employers. The VP Member Services will also be responsible for developing and managing a volunteer plan to provide sufficient volunteer to meet the objectives of the Chapter.

4.3.8 Vice President Special Events

The Vice President (VP) Special Events will be responsible for the development and delivery of Special Event programs relating to business analysis for each scheduled Chapter meeting. The content of these programs is to be consistent and in accordance with the objectives of Calgary IIBA Chapter and with the approval of Calgary IIBA Chapter Board.

4.3.9 Vice President Sponsorship

The Vice President (VP) Sponsorship will be responsible for the development and maintenance of chapter sponsorship opportunities that are consistent and in accordance with the objectives of Calgary IIBA Chapter and with the approval of Calgary IIBA Chapter Board.

4.4 Governance Process

4.4.1 Policies and Procedures

The Board shall develop and maintain Policies and Procedures to better enable the achievement of the purposes and operations of Calgary IIBA Chapter.

4.4.2 Amendment of Bylaws

These Bylaws may be amended by a two-thirds (2/3) vote of the voting membership in good standing present at an annual meeting of Calgary IIBA Chapter duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail ballot returned within forty-five (45) days of the date by which members can reasonably be presumed to have received the ballot. Notice of proposed changes shall be sent in writing to the membership at least fifteen (15) days before such meeting or vote.

Amendments may be proposed by the Board on its own initiative, or upon petition by ten percent (10%) of the voting members in good standing addressed to the Board. All such proposed amendments shall be presented by the Board with or without recommendation.

All amendments must be consistent with IIBA’s Bylaws and the policies, procedures, rules and directives established by the IIBA Board of Directors, as well as with Calgary IIBA Chapter’s Charter.

4.5 Committees

4.5.1 Nominating Committee

In accordance with Article 4, Section 4.1.5, a standing Nominating Committee shall be established for the purpose of managing the annual Board election process. A Board appointed person who is not currently a member of the Board will chair the Nominating Committee.

The Nominating Committee shall be responsible for preparing a slate of nominees for elections, notifying the membership of election details and running the election itself. Further details of the Nominating Committee responsibilities are contained within Calgary IIBA Chapter Policies and Procedures.

4.5.2 Other Committees

The Board may authorize the establishment of committees to advance the purposes of the organization. The Board shall establish a charter for each committee, which defines its purpose, authority and outcomes. Committees are responsible to the Board.

The President with the approval of the Board shall appoint all committee members and a chairperson for each committee. Committee members must be appointed from the membership of the organization.

4.6 Inurnment and Conflicts of Interest

4.6.1 Personal Gain

No Member of Calgary IIBA Chapter shall receive any pecuniary gain, benefit or profit be it incidental or otherwise from the activities, financial accounts and resources of Calgary IIBA Chapter except as otherwise provided in these Bylaws.

4.6.2 Compensation

No Officer, appointed committee member or authorized representative of Calgary IIBA Chapter shall receive any compensation or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by Calgary IIBA Chapter of actual and reasonable expenses incurred by a Director, committee member or authorized representative regarding attendance at Board meetings and other approved activities.

4.6.3 Contracts

Calgary IIBA Chapter may engage in contracts or transactions with Members, Officers, appointed committee member or authorized representatives of Calgary IIBA Chapter and any corporation, partnership, association or other organization in which one or more of Calgary IIBA Chapter’s Officers, appointed committee members or authorized representatives are: directors or officers, have a financial interest in, or are employed by the other organization, provided the following conditions are met:

a) The facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the Board prior to commencement of any such contract or transaction;
b) The Board in good faith authorizes the contract or transaction by a majority vote of the Officers who do not have an interest in the transaction or contract,
c) The contract or transaction is fair to Calgary IIBA Chapter and complies with the laws and regulations of the applicable jurisdiction in which Calgary IIBA Chapter is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Board.

4.6.4 Conflicts of Interest

All Officers, appointed committee members and authorized representatives of Calgary IIBA Chapter shall disclose any interest or affiliation they may have with any entity or individual with which Calgary IIBA Chapter has entered, or may enter, into contracts, agreements or any other business transaction and shall refrain from voting on, or influencing the consideration of, such matters.

ARTICLE 5 – MEMBERSHIP

5.1 General Membership

5.1.1 Eligibility

Membership in this organization is voluntary and shall be open to any person interested in furthering the purposes of the organization. Membership shall be open to all persons without regard to race, creed, color, age, sex, marital status, international origin, religion, or physical or mental disability.

Membership in Calgary IIBA Chapter requires membership in IIBA. Calgary IIBA Chapter shall not accept as members any individuals who have not been accepted as IIBA members, and shall not create its own membership categories.

5.1.2 Membership and Dues

All members shall pay the required IIBA and Chapter membership dues to IIBA. In the event that a member resigns, membership dues shall not be refunded by IIBA or Calgary IIBA Chapter.

An individual applying to be a local chapter member must be an IIBA member in good standing. Membership will be effective from the first day of the month following the date the financial transaction is processed and paid in full.

5.1.3 Rights and Privileges of Members

Members shall be governed by and abide by the IIBA Bylaws and by the Bylaws of Calgary IIBA Chapter and all policies, procedures, rules and directives lawfully made there under. Members in good standing shall be defined as Chapter Members who have paid both IIBA and Chapter dues, as verified by the Treasurer and whose membership is not under disciplinary review by Calgary IIBA Chapter or by IIBA.

Chapter members are entitled to one vote per motion at general meetings and may hold office at Calgary IIBA Chapter. Any Member in good standing is entitled to receive notice of meetings of Calgary IIBA Chapter, attend any meeting of Calgary IIBA Chapter, speak at any General Meeting of Calgary IIBA Chapter and exercise other rights and privileges given to Members in these Bylaws.

5.1.4 Relocation

In the event that a member relocates, chapter dues will be not be transferred to the member’s new chapter, but the member will be considered a member in good standing at the new chapter. If the dues of the new chapter are higher than that of the original chapter, the additional monies due to the new chapter must be negotiated on an individual basis between the member and the new chapter. Chapter dues are not transferable to other members. The member’s IIBA anniversary date will not change.

5.1.5 Termination of Rights and Privileges

All rights and privileges accorded to a Member cease when the Member transfers to another IIBA Chapter, resigns, dies or is suspended from Calgary IIBA Chapter. In the event that a Member transfers to another IIBA Chapter, resigns or is suspended from Calgary IIBA Chapter, Calgary IIBA Chapter will not refund membership dues.

Membership in Calgary IIBA Chapter shall also terminate upon the member’s written resignation, failure to pay dues or expulsion from membership for just cause as defined within the international Bylaws. These rules apply to Calgary IIBA Chapter Board members as well as the general membership.

Calgary IIBA Chapter Board of Directors will exercise the right to terminate membership based on just cause. The member may appeal the decision to Calgary IIBA Chapter Board of Directors or elevate it to the International Board of Directors. The effective date of termination will be determined by Calgary IIBA Chapter Board of Directors and will be formally communicated to the terminated member.

Members who fail to pay the required Calgary IIBA Chapter dues and are delinquent over 30 days will have their names removed from the official local membership list of Calgary IIBA Chapter. A delinquent member may be reinstated by making payment in full to IIBA of all unpaid dues for IIBA and Calgary IIBA Chapter.

Upon termination of membership in Calgary IIBA Chapter, the member shall forfeit any and all rights and privileges of membership to said chapter, including refund of any balance of annual dues.

5.1.6 Transferability of Membership Rights and Privileges

No right or privilege of any Member is transferrable to another person.

5.1.7 Confidentiality of Membership Information

The membership database and listings provided by IIBA to Calgary IIBA Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of Calgary IIBA Chapter, consistent with IIBA policies.

5.2 Suspension of Membership

5.2.1 Decision to Suspend

The Board will exercise the right to terminate membership based on just cause, which may include situation in which the Member:

• Has failed to abide by Calgary IIBA Chapter Bylaws;
• Has disrupted meetings or function of Calgary IIBA Chapter;
• Has acted in a manner judged to be harmful to Calgary IIBA Chapter, or;
• Has failed to fulfill a commitment, the failure of which could be judged harmful to Calgary IIBA Chapter.

No Member shall be suspended without due process indentified in section 5.2.2 and 5.2.3 of these Bylaws. Suspension shall require an affirmative vote of two-thirds (2/3) majority of the Board present at a Board meeting. The Board shall determine the duration of the suspension. Membership dues will not be refunded.

5.2.2 Notice to Member

The affected Member shall receive written notice of the Board’s intention to deal with a recommendation to suspend. The Member shall receive at least two (2) weeks’ notice before the Board meeting at which discussion of the suspension is to be included on the agenda. The notice shall be sent to the address shown on Calgary IIBA Chapter membership list produced by the IIBA and shall be marked Confidential. An Officer may also personally deliver the notice. The notice shall also state the reasons why suspension is being considered.

5.2.3 Decision of the Board

The Member shall have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany and/or represent the Member. The Board may exclude the Member and the Member’s representative from its discussion of the matter including the deciding vote. The decision of the Board is final.

5.2.4 Delinquency

A Member shall be considered delinquent if IIBA and Calgary IIBA Chapter dues have not been paid by the renewal date. A Member shall have been deemed to resign if all dues have not been remitted within one (1) month after the renewal date. The Member shall be removed from the list of voting members following deemed resignation. Making payment in full of all unpaid dues for IIBA and/or of Calgary IIBA Chapter will reinstate a delinquent Member.

ARTICLE 6 – FINANCE

6.1 Annual Financial Reporting

6.1.1 Financial Policies and Procedures

The fiscal year of Calgary IIBA Chapter shall be from October 1 to September 30.

A budget showing anticipated revenue and authorized expenses shall be adopted annually by the Board. The annual budget for succeeding years shall be consistent with Board-approved annual budgeting policies and procedures.

The Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities. The Board is required to exercise reasonable diligence in the management of Calgary IIBA Chapter’s business and finances.

6.1.2 Financial Statement

An annual financial statement shall be prepared and presented to the Board and subsequently presented to general membership at a General Meeting.

6.2 Accounting Records Management

6.2.1 Preparation and Keeping of Books and Records

A permanent record shall be kept of all Calgary IIBA Chapter financial transactions in accordance with Generally Accepted Accounting Principles (GAAP) and Canada Customs and Revenue Agency regulations and guidelines.

6.2.2 Inspection of Books and Records

All financial records of Calgary IIBA Chapter are open for such inspection by any Member in good standing. A Member wishing to inspect the books or records of Calgary IIBA Chapter must give at least thirty (30) days notice to the President of the Member’s intention to do so.

Other records of Calgary IIBA Chapter are also open for inspection, except for those records designated as confidential or private in accordance with these Bylaws, Calgary IIBA Chapter policies and procedures or applicable privacy legislation.

6.2.3 Financial Review and Audit

Audit of records and accounting practice will be performed every two (2) years by an independent third party.

6.3 Membership Fees

6.3.1 Calgary IIBA Chapter Membership Dues

Calgary IIBA Chapter membership fees are due upon becoming a member of the said society. Calgary IIBA Chapter will be responsible for managing anniversary dates and renewal of Calgary IIBA Chapter Membership Fees. Members will be responsible for renewing their own IIBA membership.

Annual membership dues shall be set by the Board and communicated to IIBA in accordance with policies and procedures established by the IIBA Board of Directors.

All dues billings, dues collections and dues disbursements shall be performed by IIBA.

ARTICLE 7 – MEMBERSHIP MEETINGS

7.1 General Meetings

An Annual General Meeting of the membership shall be held once a year at a location to be determined by the Board. The Directors may convene a Special General meeting at their discretion.

Notice of a General Meeting shall specify the place, day and hour of the meeting and, in case of a Special General Meeting, the purpose of the meeting.

The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the Members entitled to receive notice does not invalidate the proceedings at that meeting.

7.2 Proceedings at General Meetings

General Meetings shall be conducted in accordance with generally accepted business practice and documented accordingly as determined by the Board.

No business, other than the election of a chairman and the adjournment or termination of the meeting shall be conducted at a general meeting at a time when a quorum is not present. If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

Ten percent of chapter members present, whether in person, teleconference, or represented by proxy, shall constitute quorum at the annual general meeting, or at any general or special meeting. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at a time and place determined by the board of directors. If, at the adjourned meeting, a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the Members present shall constitute a quorum.

The President of Calgary IIBA Chapter or one of the other Officers present shall preside as chairman of a general meeting. A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

When a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be required as in the case of the original meeting. Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

7.3 Calgary IIBA Chapter Meeting Calendar

7.3.1 Schedule of Events

Section 1: Calgary IIBA Chapter will adhere to the following minimum schedule of events.

Changes or modifications to Calgary IIBA Chapter Calendar must be submitted to the President to be discussed at the next Executive Meeting.

The President of Calgary IIBA Chapter will chair all meetings except committee meetings. Voting will occur by a show of hands, by written ballot, or by a polling of members. Proxy votes will not be accepted. Decisions and acceptance are based on majority votes.

7.3.2 Notice of Meetings

Calgary IIBA Chapter will provide notice for all meetings as follows:

ARTICLE 8 – INDEMNIFICATION

8.1 Indemnification

In the event that any person who is or was an Officer, Committee member, or authorized representative of Calgary IIBA Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of Calgary IIBA Chapter, has been made party, or is threatened to be made party to any civil, criminal, administrative, or investigative action or proceeding pertaining to any current or past matters directly related to Calgary IIBA Chapter, such representative may be indemnified against reasonable expenses and all 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.

8.2 Determination of Proper Indemnification

Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted 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.

8.3 Indemnification not Exclusive of Other Rights/Court Determinations

8.3.1 Extent of Indemnification

The indemnification provided under this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles of Incorporation, these Bylaws, any agreement, vote of disinterested Directors, or otherwise, both as to actions in his or her official capacity and as to actions in another capacity while holding office, and any such indemnification shall continue and as to a person who has ceased to be a Director, committee member or authorized representative, and shall inure to the benefit of the heirs, executors, and administrators of such person.

8.3.2 Effect of Court Determinations

Indemnification made pursuant to this Article shall not be made in any case where the act, or failure to act, giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

ARTICLE 9 – DISSOLUTION

9.1 Dissolution

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

Dissolution of Calgary IIBA Chapter may be due to the direction of IIBA, a vote of the membership or the lack of sufficient members to sustain Calgary IIBA Chapter. In the case of a vote of the membership, the dissolution must be brought to the members in a special election and be approved by at least 60% of the members in good standing who attend the meeting.