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
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
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
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
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
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
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
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
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
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
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
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
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.
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
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.