Bylaws

Excelsior Institute of Business and Finance, Inc. Bylaws

Article I – Purpose: The Institute’s objectives are to encourage the growth, education, and development of our members in accordance with our Constitution and Charter

Article II – Officers:

A.  General – All officers must be members in good standing of the Institute. Officers of the Institute will consist of Chairman, President, Vice President of Membership, Vice President of Finance, Vice President of Communications, Vice President of Publicity, Vice President of Education and Training, Vice President of Programs, Vice President of Global Services and the Secretary.  The Vice President of Membership shall become President if that office becomes vacant.  Other vacant offices shall be appointed by the President with the majority approval of the Board of Directors.  An officer or Director at Large 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.

B.  Election & Tenure – Officers (except for the Chairman who shall be the outgoing President) shall be elected by either a majority or plurality of votes from the voting Members.  Voting is accomplished through ballot.  Officers shall be eligible to serve only two consecutive full terms in the same office.  Officers will serve three-year terms. 

C.  Recall of Officers:

      1. Any elected officer may be recalled by approval of sixty (60) percent of all other members of the Board. 

      1. Any elected officer who fails to attend three (3) consecutive Board meetings may be recalled by the President with the majority approval of all other members of the Board.

      1. Any elected officer may be recalled by approval of sixty (60) percent of the membership of the Institute. A petition by ten percent (10%) of the voting members in good standing addressed to the Board shall warrant a recall election.

    D.  Board of Directors: Hereafter “the Board”. The Board of Directors shall be made up and function as laid out in the Constitution

    E.  Responsibilities of Officers: 

    1.  President: The President will be responsible for the overall functioning of the Institute, assisting the Chairman in assuring that the Board of Directors works together as a team, dedicated to achieving the vision, mission and objectives as detailed in the Constitution.  The President’s roles are:

        • Schedule, provide agendas and preside over all Business and Institute Meetings.

        • Direct the activities of other officers toward goals and objectives.

        • Appoint replacement Board members to vacant positions, subject to the Board’s majority approval.

        • Appoint committee and committee chairperson representatives to task teams and special projects as required and subject to Board approval.

        • Submit to the various organizations and government agencies an annual (or as required by law) application for charter or status renewal. This includes, but is not limited to, the continued existence as a non-profit organization. The application shall be prepared by the Secretary.

        • Represent the Institute, or appoint an appropriate alternate, at the Spring and Fall leadership meetings.

        • Facilitate status reports for presentation at Board Meetings.

        • Maintain and deliver all permanent records to the position successor as required.

        • Provide input for the yearly report to the Secretary.

      2.  Chairman: The Chairman will be responsible for scheduling, providing agendas and presiding over all Board Meetings, assuring that the Board of Directors works together as a team dedicated to achieving the vision, mission and objectives as detailed in the Constitution. The Chairman’s roles are:

          • Schedule, provide agendas and preside over all Board Meetings.

          • Appoint Nominating Committee members by October 1 of each year to conduct elections.

          • Chair the Nominating Committee responsible for preparing the slate of officers for the succeeding year.

          • Provide input for the yearly report to the Secretary.

        3.   Vice President of Membership: The Vice President of Membership will be responsible for the development and maintenance of a membership plan that assures continued growth of the Institute.  The Vice President of Membership’s roles are:

            • Serve as the backup President and assume presidential responsibilities if the elected president cannot fulfill the responsibilities for any reason.

            • Establish and maintain an active membership drive, including a documented plan, partnering with other Board members to identify membership opportunities, providing membership application forms and information to potential members.

            • Provide periodic membership lists to all Board members and the Secretary.

            • Establish and maintain an active corporate sponsorship solicitation drive.

            • Prepare monthly status reports for presentation at Board Meetings.

            • Contact unpaid members for status of membership.

            • Provide input for the yearly report to the Secretary.

            • Maintain a permanent file of the membership and recruiting activities of the Institute, and turn over all documentation to successor as required.

          4.  Vice President of Finance: The Vice President of Finance will be responsible for the solicitation of input from Board members for the development of financial goals and objectives for the Institute and the preparation of an annual financial plan, as well as the collection and disbursement of all moneys.  The Vice President of Finance’s roles are:

              • Manage all financial transactions including the receipt of all dues, guest payments for meetings or special events, and the payment of all bills in accordance with Board directives.

              • Establish and maintain all required bank accounts and/or similar financial transactions, arranging for officer signatures as required.

              • Submit all required IRS tax related information to the Secretary.

              • Develop an annual operating budget and forward to the Board for inclusion in the annual application for charter renewal.

              • Develop an annual financial statement on the activities of the Institute and provide to the Board of Directors by December 1st of each year.

              • Partner with the Vice President of Membership to identify members who have failed to pay current dues.  Pursue unpaid members for collection and retainment purposes.

              • Prepare and present monthly financial statements to the Board of Directors at Board meetings.

              • Provide input for the yearly report to the Secretary.

              • Maintain a permanent file of the financial business of the Institute, and turn over all documentation to successor as required.

            5.  Vice President of Communications: The Vice President of Communications will be responsible for the timely dissemination of information both to and from the membership, using various tools to accomplish the objective.  The Vice President of Communications’ roles are:

                • Distribute a six (6) month program plan showing monthly events.

                • Notify membership not less than ten (10) days before all special meetings called by the President.

                • Notify membership not less than ten (10) days before all meetings.

                • Receive from Vice President of Membership, and maintain up-to-date copy of the mailing list for use in mailing event notices, newsletters, and annual report.

                • Monitor and report upon the general membership requirements and responses to Programs.  This includes the preparation, analysis, and reporting on questionnaires and other evaluation devices.

                • Maintain and file all correspondence (mailings, etc.).

                • Prepare, procure, and distribute stationery and printed materials.

                • Direct preparation of Annual Report and Charter Renewal Request for submission to the Secretary.

                • Prepare monthly status reports for presentation at Board meetings.

                • Provide input for the yearly report to the Secretary.

                • Maintain and deliver all permanent records to the position successor as required.

              6.  Vice President of Publicity: The Vice President of Publicity will be responsible for the publicity of the Institute through internal and external publications and through partnering with government agencies and businesses.  The Vice President of Publicity’s roles are:

                  • Establish volunteer committees for the preparation and editing of newsletters, published articles, and advertisements describing activities and plans.

                  • Develop and place advertisements on the website of meetings, events, workshops, seminars and vendor shows.

                  • Submit regular information on activities for publication.

                  • In cooperation with the Vice President of Programs, prepare draft text of meeting notices and newsletters for review by the Board of Directors at their meeting preceding each Institute meeting.

                  • With the cooperation of other Board members, establish an awards program to show honor and distinction for professional accomplishments and participation.

                  • Prepare monthly status reports for presentation at Board meetings.

                  • Provide input for the yearly report to the Secretary.

                  • Maintain and deliver all permanent records to the position successor as required.

                7.  Vice President of Education and Training: The Vice President of Education and Training will be responsible for promoting business, finance, ethics, and professionalism through the development of educational publications, seminars, and workshops designed to help practitioners and project managers achieve excellence. The Vice President of Education and Training’s roles are:

                    • Provide the membership with professional workshops and seminars designed to improve their development in the field of business management and finance.

                    • Establish and maintain a bibliography of business management and finance reading material and professional publications.

                    • Work with educational institutions to enlist their support of business, finance, ethics, and professionalism education through the Institute.

                    • In cooperation with the Vice President of Publicity, actively pursue paid seminar/symposium attendance by the public at large.

                    • Prepare monthly status reports for presentation at Board Meetings.

                    • Provide input for the yearly report to the Secretary.

                    • Maintain and deliver all permanent records to the position successor as required.

                  8.  Vice President of Programs: The Vice President of Programs will be responsible for the development and delivery of programs relating to business management and finance for each scheduled meeting.  The content of these programs is to be consistent and in accordance with the objectives of the Institute and with majority approval of the Board of Directors.  The Vice President of Programs’ roles are:

                      • Prepare monthly program schedules and agendas showing all planned activities for the next six months.  Provide to Vice President of Communications for distribution.

                      • Establish and oversee a volunteer group charged with the task of developing seminar/symposia to be offered on an annual (minimum) basis.

                      • Direct the presentation of special seminars, meetings and vendor exhibits which the Board of Directors deems beneficial to the membership.

                      • Prepare program and meeting notices for publication and distribution by the Vice President of Communications.

                      • Develop and maintain individual member participation lists and work with other Board members to determine areas of interest of members for use in program delivery.  Monitor and report on requirements, participation levels and general membership feedback.  Provide input for the yearly reports to Secretary.

                      • Manage all physical arrangements for each meeting and coordinate the facilities requirements of other officers.

                      • Prepare monthly status reports for presentation at Board meetings.

                      • Provide input for the yearly report to the Secretary.

                      • Maintain and deliver all permanent records to the position successor as required.

                    9.  Vice President of Global Services: The Vice President of Global Services will be responsible for the coordination of efforts identified by the Board of Directors outside of North America and provide support to various Board members and the Institute as a whole.  The Vice President of Global Services’ roles are:

                        • Organize subcommittees as required for the purpose of presenting conferences and seminar/symposia outside of North America.

                        • Partner with Board members to determine short term and longer term needs that will support the strategic goals of the Institute, internationally.

                        • Identify and propose ideas and special projects that will assist the Board of Directors in the establishment and growth of international membership.

                        • Develop and distribute a “Global Services Plan” to address and prioritize annual activities.

                        • Prepare monthly status reports for presentation at Board meetings.

                        • Provide input for the yearly report to the Secretary.

                        • Maintain and deliver all permanent records to the position successor as required.

                      10.  Secretary: The Secretary shall maintain the Institute’s overall records and will be responsible for the Institute’s records as a whole.  The Secretary will provide general support to various Board members, Officers, and to the Institute as a whole.  The Secretary will provide the general representation of the Institute to the public.  The Secretary’s roles are :

                          • Maintain corporate records, including, but not limited to, the Minutes of Meetings of: The board of Directors, Trustees, and membership meetings.

                          • Shall be responsible for the posting of all election material as deemed necessary. Methods of Posting may include, but not limited to, individual U.S. Mail, newsletter, or Web announcement.

                          • Notify the membership of all nominations twenty-one (21) days before election.

                          • Shall be responsible for filing all tax documents with the various government agencies for the Institute.

                          • Maintain the tax records for the Institute.

                          • Maintain the payroll records for the Institute.

                          • Maintain the personnel records for the employees, Officers, and Trustees of the Institute, or to supervise the Human Resources department, as is appropriate.

                          • Maintain the insurance records of the Institute and be responsible for the continuance and compliance of all insurance for the Institute.  Insurance includes, but is not limited to, bonding, property and asset insurance, and appropriate liability insurance.

                          • Prepare for submittal to the various organizations and government agencies an annual (or as required by law) application for charter or status renewal.  The application shall be delivered to the President in a timely manner for filing with the agency.  This includes, but is not limited to, the continued existence as a non-profit organization.

                          • Obtain and be responsible for the continuance and compliance of all accreditations for the Institute.

                          • Maintain the Intellectual and Proprietary Property of the Institute, including renewals, as appropriate.

                          • Prepare monthly status reports for presentation at Board meetings.

                          • Prepare an Annual Report of the actions, progress, accomplishments, and status compiled from the input from the Various Vice Presidents.  The Annual Report shall be delivered to the Board of Directors at the February Board meeting and posted to the membership.

                          • Maintain and deliver all permanent records to the position successor as required.

                        Note :  As applied to the Secretary, Posting or Posted is defined as announcing information. Methods of Posting may include, but not limited to, individual U.S. Mail, newsletter, or Web announcement.

                        11.  Member at Large: The Board may appoint a Member at Large.  The Board shall define the Member at Large’s duties and authority.  The Member at Large shall not hold office for more than two (2) years.  The Member at Large shall report to, and be accountable to the Board.

                        Article III – Finance:

                        A.  Budget – The proposed budget shall be created annually and recommended by the Vice President of Finance to the Board of Directors for approval.  The annual budget for the succeeding year shall be submitted in draft form not later than the Board Meeting scheduled immediately prior to the Annual Board Meeting of the Institute.  The budget shall be approved at a joint meeting of incoming and outgoing officers.  The incoming officers are to receive the budget two (2) weeks prior to said meeting.  The incoming officers are to review the budget, to submit changes and to approve it.

                        B.  Financial Control – Accounting for the finances of the Institute shall conform in general to the recommended practices of the American Institute of Certified Public Accountants.  The Vice President of Finance shall submit monthly statements of account to the Board.

                        C.  Expenditures – Expenditures shall be handled by the Vice President of Finance except as otherwise provided in the Constitution or documented herein.  Individual Board members and the Secretary have the authority to expend money in the execution of their specific job responsibilities in accordance with the approved budget for each Board member and Officer approved budgets, except with the approval of the Board of Directors.

                        D.  Bank Accounts and Check Signature Authority
                        1.  The Institute shall maintain two money accounts.  One account shall hold the savings of the Institute.  The second account shall be for the purpose of check writing and expenditures.  The second account shall maintain a maximum balance approved by the Board.  The Vice President of Finance shall have the authority to write checks up to the balance of the second account.  Transfers from the first account to the second account shall require the approval of both the Vice President of Finance and the President or the Secretary of the Institute.
                        2.  A detailed financial transaction log will be maintained by the Vice President of Finance and will be made available to any Board member or Officer on request.

                        Credit cards or debit cards may be obtained by The Vice President of Finance and used by the Vice President of Finance and the Secretary to conduct normal business electronically under the rules and conditions of the above preceding 1 and 2.

                        The Board may approve that The Vice President of Finance may secure credit cards for the use of the Institute. The credit cards may be used by other Vice Presidents or their deputy at the Vice President of Finance’s discretion.  Unauthorized use of these cards shall be the responsibility of the user.  The use of credit cards shall follow the above rules and conditions of the above preceding 1 and 2 unless otherwise specifically allowed by the Board.

                        Article IV – Publications:

                        A.  Business Meetings – The Vice President of Communications will post meeting schedule information.  The Secretary will produce and maintain meeting minutes, which will document meeting proceedings, action items, and attendance.  Distribution of minutes will be to all Board members, with requests for further distribution considered on a case-by-case basis and only if made in writing to the Vice President of Communications.

                        B.  Newsletter – A newsletter will be published semi-annually (minimum) in support of the objectives of the Institute.  The editorial policies of the publication will be directed by the Board of Directors and implemented by the Vice President of Publicity.

                        C.  Library – A Library will be established to serve the membership.  Responsibility for the Library will belong to the Vice President of Education and Training.

                        D.  Articles & Technical Presentations – A compilation of member and/or guest speaker technical articles and oral presentations presented at meetings and/or seminar/symposia will be collected by the Vice President of Programs for inclusion in the Library.  The Vice President of Communications will coordinate the publication of a directory of materials available in the Library.

                        E.  Other Publications & Distributions – Other recurring or one-time publications intended for distribution to the membership will be authorized by the Board of Directors.

                        Article V – Nomination of Officers:

                        A.   The Chairman, with the majority approval of the Board of Directors, shall appoint members of the Nominating Committee who shall be members of the Institute in good standing.  The Nominating Committee shall be chaired by the Chairman or a member in good standing appointed by the President if the Chairman is not available.  Nomination of officers will be made by the Nominating Committee.  Nominations may also be made by petition of 10% of the membership or 100 members (whichever is less) in good standing submitted a month prior to the Annual Board Meeting.  No member of the Nominating Committee shall be included in the slate of nominees prepared by this Committee.

                        B.   The Nominating Committee shall set criteria for selection of nominees, which shall include the following:

                        1.  Willingness to devote time and effort as an officer of the Institute.

                        2.  Sufficient length of membership with the Institute.

                        3.  Sufficient experience.

                        4.  Personal attributes.

                        5.  Nominees for President should have served on the Board of Directors

                        C.   The Nominating Committee shall present its recommendation at the meeting that precedes the Annual Business Meeting and prepare an election ballot for distribution prior to the Annual Business Meeting.  The ballot shall list the incumbents first, followed by the other nominees in alphabetical order. The Nominating Committee shall also be responsible for overseeing the administration of the election process and reporting on the results to the existing Board of Directors for implementation and turnover of responsibilities.

                        Article VI – Meetings:

                        A.  Meeting schedules and information shall be posted by the Vice President of Communications.

                        B.  Virtual attendance will be recognized and votes counted.  Specifically virtual attendance counts towards a quorum.  Virtual attendance must be live, i.e.- interactive.

                        Article VII – Amendments:

                        Amendments to the Bylaws may be made only by the Board of Directors.  The membership may petition the Board of Directors at a Board meeting to consider amendments approved by greater than 50 percent vote of the Members.  The Board of Directors will then review and vote on the petition at the next regularly held Board meeting with the results communicated to the membership by the next regularly scheduled Board meeting.  All amendments must be consistent with the policies, procedures, rules and directives established by the Institute.

                        Article VIII – Notice:

                        As applied to the Officers duties, Posting or Posted is defined as announcing information. Methods of Posting may include, but not limited to, individual U.S. Mail, newsletter, or Web announcement, at that officers discretion, unless otherwise mandated.