Skip to main content


Add Me To Your Mailing List
HomeBy-Laws

By-Laws


BYLAWS OF
INDEPENDENT BUSINESS ADVISORS OF NORTH AMERICA, INC.

 

ARTICLE I - NAME AND PURPOSE

Section 1. Name. The name of the corporation is Independent Business Advisors of North America, Inc. (IBANA) (the "Corporation").

Section 2. Purpose. The Corporation is a nonprofit corporation organized under the laws of the State of Tennessee. The purpose for which the Corporation is exclusively organized and shall exclusively be operated is as a business league within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the "Code") and as set forth in the Corporation's charter, specifically:
to promote economic development and improve business conditions of independent businesses and small businesses located in North America.
to develop, maintain and provide resources to CEO’s and owners of small and mid-sized businesses that improve management skills and leadership abilities;
to provide a forum to discuss issues and solutions for the betterment of the small business community;
to support professional development of its members; and
to do each and everything necessary, suitable or proper for the accomplishment of any of the foregoing purposes or the attainment of any one or more of the objects enumerated herein, or which shall at any time appear conducive to or expedient for the protection or benefit of the Corporation.
In furtherance and not in limitation of the general powers conferred by the laws of the State of Tennessee and the objects and purposes set forth in the Charter, the Corporation shall have the power to do, either as principal or agent and either alone or in connection with other corporations, firms or individuals, any and all things and exercise any and all powers, rights and privileges which a corporation may now or in the future be authorized to do or to exercise under the Tennessee Nonprofit Corporation Act (the "Act"), or under any act amending, supplementing or substituting for the Act, in each case to the extent consistent with exemption from federal income tax under Section 501(c)(6) of the Code, the Charter and the other provisions of these Bylaws.

ARTICLE II - OFFICES

Section 1. Principal Office. The principal office of the Corporation in the State of Tennessee shall be located at Suite 1000, Volunteer Building, 832 Georgia Avenue, Chattanooga, Tennessee 37402. The Corporation may have such other offices as the Board of Directors of the Corporation (the "Board") may designate or as the activities of the Corporation may require from time to time.

Section 2. Registered Office. The initial registered office of the Corporation shall be located at Suite 1000, Volunteer Building, 832 Georgia Avenue, Chattanooga, Tennessee 37402, and the name of the initial registered agent at such address is R. Tyler Hand. The registered office may be, but need not be, identical with the principal office in the State of Tennessee, and the address of the registered office may be changed from time to time by the Board.

ARTICLE III - SHAREHOLDERS

There shall be no shareholders of the Corporation, and no share certificates shall be issued by the Corporation.

ARTICLE IV - MEMBERS

Section 1. Membership. Membership shall be available to accredited associates of the Institute for Independent Business International and other individuals and organizations who desire to join the Corporation and who have an interest improving the business conditions of independent businesses. Such individuals or organization shall become members of the Corporation ("Members") only upon their receipt of written notice by the Corporation of such admission or upon the Corporation's acceptance of payment in full of the Annual Dues (as defined below). Membership shall be dependent on the applicant’s adherence to the IBANA Code of Conduct requirements. Membership in the corporation shall not be transferable. Upon admission, each Member shall have all rights and privileges afforded by the Corporation, including the right to vote on the election of directors and on such other matters as the Board may determine from time to time.

Section 2. Application for Membership. The Board may require that individuals or organizations seeking membership in the Corporation complete an application for membership, in such form as may be prescribed by the Board, in which event applicants shall furnish the information so requested. All such applications shall be filed in writing with the Secretary of the Corporation who shall immediately refer them to the President for consideration by the Board. The Board shall have the sole authority to approve or reject any such application for membership. A majority of the votes of a quorum of the Board shall be necessary to approve each application for membership. Upon an application for membership being approved, notice of such approval shall be sent by the President to the applicant. Any application for membership which is rejected or voided may not be resubmitted to the Board for a period of six (6) months following the date the application was rejected or voided.

Section 3. Annual Dues. The amount of dues for membership in the Corporation (the "Annual Dues") shall be determined by the Board from time to time and shall be due and payable upon admission, subject to adjustment as provided below, and on September 1 of each year. Unless the Board determines otherwise, any Member whose dues are not paid by January 1 of any calendar year shall automatically be suspended and shall be denied the privilege of voting. If a Member has failed to pay the Annual Dues by February 1 of any calendar year, the Member's membership shall be terminated and any further consideration for membership shall be at the discretion of the Board. The amount of the Annual Dues payable by any new Member shall be prorated based on the number of days remaining in the calendar year during which such Member was admitted and shall be calculated by multiplying the amount of the Annual Dues by a fraction, the numerator of which will be the number of days from and including the day on which the application was approved until year end and the denominator of which is 365.

Section 4. Resignation. A Member may resign at any time, although the resignation of a Member does not relieve the Member from any obligations the Member may have to the Corporation.

Section 5. Termination. Except as otherwise provided in the Charter or in these Bylaws, no membership may be terminated or suspended unless the procedure for termination or suspension is carried out based on IBANA’s Policy for Code of Conduct Enforcement If written notice is given by mail, it must be given by first class of certified mail sent to the last address of the Member shown on the records of the Corporation. A Member who has been expelled or suspended shall be liable to the Corporation for any dues, assessments or fees incurred through the effective date of such expulsion or suspension.

Section 6. Annual Meeting. An annual meeting of the Members shall be held during the last quarter of the year (Oct-Dec) following the close of the Corporation's fiscal year (August 31). . If the election of directors shall not be held on the day designated herein for any annual meeting of the Members, or at any adjournment thereof, the Board shall cause the election to be held at a special meeting of the Members as soon thereafter as conveniently may be.

Section 7. Regular Meetings. Regular meetings of the Members shall be held bi-monthly with meeting dates, times and locations set out by the Board. Virtual meetings where members sign in via web and/or phone conferencing will constitute and count for a regular meeting.

Section 8. Place of Meetings. The Board may designate any place as the place of meeting for any annual meeting or for any special meeting called by the Board.

Section 9. Voting List. The officer having charge of the membership records shall make a complete list of Members entitled to vote at the meeting. This list shall be prepared on the same basis and be part of the list of Members. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Member during the whole time of the meeting for the purpose thereof.

Section 10. Quorum. Ten percent (10%) of the votes entitled to be cast on a matter must be represented in person or by proxy at a meeting of Members to constitute a quorum. When a quorum is once present to organize a meeting, a meeting may be adjourned despite the absence of a quorum caused by the subsequent withdrawal of any of those present. If a quorum exists, action on a matter (other than the election of directors) is approved if the votes cast favoring the action exceed the votes opposing the action. Directors shall be elected by a plurality of the votes cast by the Members entitled to vote in the election at a meeting at which a quorum is present.

Section 11. Proxies. At all meetings of Members, a Member may vote in person or by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. Such proxy shall be filled with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 12. Voting Entitlement. Each Member is entitled to one (1) vote on each matter submitted to a vote at a meeting of Members.

Section 13. Action by Written Ballot. Any action which may be taken at any annual or special meeting of Members may be taken without a meeting if the Corporation delivers a written ballot (or provides other electronic means) to every Member entitled to vote on the matter. A written ballot shall set forth each proposed action and provide an opportunity to vote the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by the ballot. All solicitations for votes by written ballot shall: (a) indicate the number of responses needed to meet the quorum requirements; (b) state the percentage of approvals necessary to approve each matter other than election of directors; and (c) specify the time by which a ballot must be received by the corporation in order to be counted. A written ballot may not be revoked.

ARTICLE V - BOARD OF DIRECTORS

Section 1. General Powers. The business and affairs of the Corporation shall be managed under the authority and direction of its board of directors.

Section 2. Number of Qualifications. The number of directors of the Corporation shall be set at any meeting of the Board, so long as the legal requirement is met that there be at least three (3) directors.

Section 3. Election and Term. Directors shall be elected initially by the incorporator, and thereafter by the Nominating Committee and elected by a majority vote of the members, at a meeting with respect to which notice of such purpose is given, for terms not to exceed three (3) years, except that to establish staggered terms, the initial directors elected by the incorporator shall serve initial terms which may be longer or shorter than three years, as designated by the incorporator. Each director shall hold office until the expiration of the term for which he or she is elected, and thereafter until his or her successor has been elected and qualified, or until removed as provided below.

Section 4. Annual, Regular and Special Meetings. Annual, regular and special meetings of the board of directors may be scheduled on a regular basis or called by the president or any two (2) directors. The person or persons authorized to call special meetings of the board of directors may fix any place, either within or without the State of Tennessee, as the place for holding any special meeting of the board of directors called by them.

Section 5. Notice of Meetings. Notice any special meeting shall be given at least two (2) days previous thereto by written notice delivered personally to each director at his business address, or by email to each director confirmed email address, although much longer notice is preferred. Any director may wave notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Meetings can also be by web and/or phone conference due to geographic dispersion of the Board Members.

Section 6. Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors resent may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 8. Action Without A Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting. If all directors consent to taking such action without a meeting, the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting is the act of the board. The action must be evidence by one (1) or more written consents describing the action taken, signed by each director, and included in the minutes filed with the proceedings of the directors.

Section 9 Selection. The Nominations Committee shall distribute and tally ballots for each officer position at the annual meeting. Officers will be selected by majority vote of Members completing a ballot. In the event a Member is nominated for more than one office, the vote for each such office shall be conducted individually. In the event of any ties, the Nominating Committee shall conduct a run-off.

Section 9. Removal. The members may remove one (1) or more directors elected by them with or without cause by vote of the members.

Section 10. Vacancies. When necessary to replace a director mid-term, the Nominations Committee shall propose replacement candidate/s at the next regular meeting. The selection process shall be as outlined above. Nominating Committee vacancies shall be filled by Executive Committee appointment, subject to simple majority vote of Members attending the next scheduled Group meeting.

Section 11. Compensation. The directors of the corporation are volunteers and shall receive no compensation. However, reasonable expenses incurred on behalf of the corporation may be reimbursed upon proper presentment and approval by the remainder of the directors in any meeting in which there is a quorum. No such agreement to volunteer shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 12. Committees.

(a) Members. The Board of Directors may create one (1) or more committees. A committee may have one (1) or more natural persons. Members of committees may be members of the Board of Directors or other natural persons, and they shall serve at the pleasure of the Board of Directors.

(b) Meetings. A committee shall keep a record of its proceedings and shall report these proceedings to the Board of Directors at the meeting thereof held next after the meeting has been taken. All such proceedings shall be subject to revision or alteration by the Board of Directors, except to the extent that action shall have been taken pursuant to or in reliance upon such proceedings prior to any such revision or alteration.

(c) Removal. The Board of Directors shall have power to remove any member of any committee at any time, with or without cause, to fill vacancies, and to dissolve any such committee.

(d) Audit Committee. The audit committee shall review the financial books and records for the previous year, reporting to the members at the first regular meeting of each fiscal year shall consist of two (2) members of the Corporation who are not members of the Board.

(e) Nominating Committee. Executive Committee shall propose a Nominations Committee at first regular meeting each fiscal year. Nominations for the Nominating Committee shall be subject to majority vote of Members present. The Nominations Committee shall include three non-officer Members. It is the responsibility of the Nominations Committee to propose a slate of officers at the regular meeting immediately preceding the annual meeting. Nominations Committee will distribute ballots during the annual meeting.

ARTICLE VI - OFFICERS

Section 1. Number. The corporation shall have a president, a vice president, a secretary, a treasurer, and such other officers as are elected by the ,members.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the members at the designated annual meeting held during the last quarter of the year following the close of the Corporations fiscal year (Aug 31). If election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor have been duly elected and shall have qualified or until he his death or until he shall resign or shall have been removed in the manner hereinafter provided.

Section 3. Removal. Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby.

Section 4. Vacancies. When necessary to replace a officer mid-term, the Nominations Committee shall propose replacement candidate/s at the next regular meeting.

Section 5. Duties. All officers as between themselves and the corporation shall have such authority and perform such duties in the management of the corporation, in addition to those described in these Bylaws, as usually appertain to such officers of nonprofit corporations, except as may be otherwise prescribed by the board of directors.

Section 6. The President. The president shall be the principal executive officer of the corporation. Shall be responsible for the general management of the affairs of the corporation and shall perform all duties incidental to his or her office which may be required by law and all such other duties as are properly required of him or her by the Board of Directors. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, alone or with a secretary, or any other proper officer of the corporation authorized by the Board of Directors, certificates, contracts and other instruments of the corporation as authorized by the Board of Directors. The President shall perform all such other duties as are properly required of her/him by the Board of Directors. He or she shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect.

Section 7. The Vice President(s). In the absence of the president or in the event of his or her death, inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. A vice president shall perform such other duties as from time to time may be assigned to her/him by the president or by the board of directors.

Section 8. The Secretary. The secretary shall: (a) keep the minutes of the proceedings of the members and of the board of directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records; (d) keep a register of the post office address of each member which shall be furnished to the secretary by such member; (e) have general charge of the membership lists of the corporation; and (f) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to her/him by the president or by the board of directors.

Section 9. The Treasurer. The treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the board of directors; and (c) in general perform all of the duties incident of the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.

Section 10. Assistant Secretaries and Assistant Treasurer. The assistant treasurers shall respectively, if required by the board of directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the board of directors.

Section 11. Ethics Liaison. The ethics liaison shall be responsible for receiving and reviewing professional practice complaints by members. The ethics liaison will attempt (insofar as is reasonably practicable) to resolve issues between members and, as necessary, bring unresolved conflicts to the Board for resolution.

Section 12. Membership Director. The membership director shall maintain the professional and ethical criteria for membership as set from time to time by the Board. The membership director shall develop and maintain programs designed to encourage and retain members, provide member forecast to the treasurer for the annual budget, track meeting attendance, and advise the Board on member attendance.

Section 13. Program Director. The program director shall be responsible for developing the meeting agenda topics consistent with the purpose and professional development objectives of the Corporation.

Section 14. Communications Director. The communications director shall be responsible for administering the Corporation’s communication tools, including its website. The communications director shall be responsible for working with the designated webmaster to maintain the Corporation’s website.

Section 15. Compensation. The officers of the corporation are volunteers and shall receive no compensation. However, reasonable expenses incurred on behalf of the corporation may be reimbursed upon proper presentment and approval by the board of directors in any meeting in which there is a quorum. No such agreement to volunteer shall preclude any officer from serving the corporation in any other capacity and receiving compensation therefore.

ARTICLE VII - CONTRACTS, LOANS, CHECKS, AND DEPOSITS

Section 1. Contracts. The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

Section 4. Budget. The annual budget shall be prepared by the Treasurer with input from the Board and presented to and approved by majority vote of members present at the first regular meeting of each fiscal year. Expenditures in excess of ten (10%) of the approved budget will require approval by the Board and ratification by majority vote of members present at the appropriate meeting.

Section 5. Spending Authority. All payments on behalf of the Corporation will require approval of at least one but up to two Board members. Approval of one Board member is required for any disbursement of $500.00 or less, approval of two Board members is required for any disbursement greater than $500.00.
Section 6. Deposits. All funds if the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.

ARTICLE VIII - WAIVER OF NOTICE

Whenever any notice is required to be given to any member or director of the corporation under the provisions of these Bylaws or under the provisions of the Charter or under the provisions of the Act, a wavier thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX - INDEMNIFICATION

Section 1. Indemnification. Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee, agent, or trustee of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall be indemnified and held harmless to the fullest extent permissible under and pursuant to the Act against all expenses, liabilities and losses (including , but not limited to counsel fees, judgments, fines and amounts paid to be paid in settlement) actually and reasonably incurred or suffered by him in connection therewith . Such right of indemnification shall be a contact right that may be enforced in any lawful manner by such person. Such right of indemnification shall not be exclusive of any other right which such person may have or hereafter acquire and, without limiting the generality of the foregoing, he shall be entitled to his rights of indemnification under any agreement, provision of law, or otherwise, as well as his rights under this Section.

Section 2. Insurance. The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, agent, or trustee of another corporation, joint venture, trust employee benefit plan, or other enterprise against any liability asserted against such person and incurred in any capacity or arising out of such status, whether or not the corporation would have power to indemnify such person.

Section 3. Expenses. Expenses incurred by a director or officer of the corporation in defending a civil or criminal action, suit or proceeding by reason of the fact that he is, or was, a director or officer of the corporation (or partnership, joint venture, trust, employee benefit plan, or other enterprise) shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding if: (a) the director or officer furnishes the corporation in advance affirmation of his good faith belief that he has met the standard of conduct described in section 48-58-502 of the Act or is immune from suit under the provisions of Section 48-58-601 of the Act; (b) the director or officer furnished the corporation a written undertaking, executed personally or on his behalf, to repay and advances if it is ultimately determined that he or she is not entitled to indemnification; and (c) a determination is made that the facts then known to those making the determination would not preclude indemnification under the Act.

Section 4. Severability. If any provision of this article or the application thereof to any person or circumstance is adjudicated invalid, such invalidity shall not affect other provisions or application of this article which lawfully can be given without the invalid provision or application.

ARTICLE X - AMENDMENT

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the board of directors at any regular or special meeting.

ARTICLE XI - ACCEPTANCE OF GIFTS

The board of directors or any officer of the corporation or any agent of the corporation to whom such authority may be delegated by the board, may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the corporation.
IN WITNESS WHEREOF, these Bylaws are adopted by the Board of Directors.