IIBA Hawaii Chapter Bylaws

International Institute of Business Analysis HAWAII Chapter Bylaws

As of May 01, 2021

Bylaw 1 – Name & Territory

Section 1: This organization shall be called the International Institute of Business Analysis Hawaii Chapter (hereinafter “the Chapter”). This organization is a Chapter chartered by the International Institute of Business Analysis, (hereinafter “IIBA®”) and separately organized. This document is the general bylaws of the Chapter which regulate the operation of this Chapter.

Section 2: The principal office of the Chapter shall be located in Honolulu.

Section 3: The Chapter is responsible to the duly elected IIBA® Board of Directors and is subject to all IIBA® policies, procedures, rules and directives.

Section 4: The Chapter shall meet all legal requirements in the jurisdiction in which the Chapter conducts business or is incorporated and/or registered.

Section 5: The Bylaws of the Chapter may not conflict with the IIBA®’s current Bylaws and all policies, procedures, rules or directives established or authorized neither by the IIBA® Board of Directors nor with the Chapter’s Charter with IIBA®.

Section 6: The terms of the Charter executed between the Chapter and IIBA®, including all restrictions and prohibitions, shall take precedence over these Bylaws and other authority granted hereunder.

Bylaw 2 – Objective

Section 1: The Chapter has been founded as a non-profit, tax-exempt corporation, chartered by IIBA®, and is dedicated to advancing the practice of Business Analysis, raising the profile of the business analyst profession, and locally representing the International Institute of Business Analysis (IIBA®) in a conscious and proactive manner.

Section 2: The objectives of the Chapter are to:

Advocate the acceptance of Business Analysis as a profession and practice, and generate support within the local market to improve overall business conditions of Business Analysis;
Progress the awareness of Business Analysis roles;
Encourage and foster the adoption of Business Analysis practices by corporations, government, and other entities;
Support the training, mentoring, coaching and professional development of Business Analysis practitioners to improve overall competencies, effectiveness, and to develop best practices.
Promote the common business interests of members through networking opportunities;
Partner with businesses and other professional organizations to increase awareness and to enhance the benefit of the practice of Business Analysis
Provide access for members to a formal “knowledge base” as well as forums for sharing expertise, expressing professional opinions and building a reputation within the industry;
Represent the IIBA® locally in the state of Hawai’i, and represent the Business Analysis practice in Hawaii globally through participation in IIBA related events.

Bylaw 3 – Composition

Section 1: The 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.

Bylaw 4 – Membership

Section 1: Membership in this Chapter is voluntary and shall be open to any person interested in furthering the purposes of the Chapter. 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.

Section 2: The Chapter shall not create its own membership categories.

Section 3: Chapter Members in “Good Standing” can vote in Chapter elections and hold office. Members in good standing shall be defined as Chapter Members who have paid their IIBA dues, whose membership is not under disciplinary review by the Chapter or by IIBA and whose IIBA profile has the Hawaii Chapter selected.

Section 4: Members shall be governed by and abide by the IIBA® Bylaws and by the Bylaws of the Chapter and all policies, procedures, rules and directives lawfully made there under.

Section 5: All members shall pay the required IIBA® dues to IIBA®. In the event that a member resigns, membership dues shall not be refunded by IIBA®.

Section 6: All members have the benefit of attending any Chapter event at the IIBA member price.

Section 7: Membership in the Chapter shall 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 Chapter Board members as well as the general membership.

Section 8: The Chapter Board of Directors will exercise the right to terminate membership based on just cause. The member may appeal the decision to the Chapter Board of Directors or elevate it to the International Board of Directors. The effective date of termination will be determined by the Chapter Board of Directors and will be formally communicated to the terminated member.

Section 9: Upon termination of membership, the member shall forfeit any and all rights and privileges of membership to said chapter, including refund of any balance of annual dues.

Section 10: The membership database and listings provided by IIBA® to the Chapter may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the Chapter, consistent with IIBA® policies.

Bylaw 5 – Chapter Calendar

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

Event	Timeframe
Events	Quarterly
Annual General Meeting (AGM)	Annually
Chapter Executive Meeting	As Needed
Committee Meetings	As Needed

Section 2: Notice of meetings

Meeting	Called By	Notice period	Min Attendance	Notice Form
AGM	President	60 days	25% membership	Email
Events	Board Member	60 days	10% membership	Email
Executive Meeting	President	7 days	50% Board	Email
Committee Meeting	Committee Chair	As required	As Required	Email

Section 3: Changes or modifications to Chapter Calendar must be submitted to the President or secretary to be discussed at the next Executive Meeting.

Section 4: The President of the 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.

Bylaw 6 – Officers and Directors

Section 1: The Chapter shall be governed by a Board of Directors. There will be no less than seven and no more than twelve officers to serve in the following positions:

President

Vice President

Secretary

Treasurer

Director of Programs

Director of Membership

Director of Professional Development

Director of Marketing

Director of Communications

Director of Information Technology (IT)

Director of Sponsorship

Past President

All officers shall be members in good standing of IIBA®. All officers, with the exception of the President and Past President, will be elected by majority vote of Chapter members in attendance at the Annual General Meeting or by electronic ballot provided that the majority of directors consent by voting in favor of the action. To ensure the President position is occupied by a seasoned volunteer, the elected Vice President will automatically be the President-elect. Upon expiration of the President’s term, the President will move into the Past President role. With the exception of the Vice President, President and Past President roles, each officer will serve two-year terms of office, staggered so that approximately half of the officer(s) are elected each year, to provide continuity.

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

Upon election these Officers will immediately become members of the Board of Directors. Officers shall be eligible to serve multiple terms.

Officers will be elected at the Annual General Meeting each year. The following chart illustrates the election rotation process:

*Odd Years*	*Even Years*
Vice President	Vice President
Secretary	Treasurer
Director of Membership	Director of Programs
Director of Marketing	Director of Professional Development
Director of Sponsorship	Director of Information Technology
	Director of Communications

Section 2: The President shall be the chief executive officer for the 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.

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.

Section 3: The Secretary shall keep the records of all business meetings of the Chapter and meetings of the Board. The Secretary is also responsible for all official correspondence with the members and the IIBA®, except for committee correspondence.

Section 4: The Treasurer is responsible for the management of funds for duly authorized purposes of the Chapter. The Treasurer is responsible to the Board of Directors and will submit the books for audit each year.

Section 5: The Director of Communications is responsible for the timely dissemination of information both to and from the 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.

Section 6: The Director of Information Technology is responsible for maintaining the Chapter’s information technology needs not limited to website(s), emails and online tools that includes both those provided directly by IIBA® and those provided through third party vendors as appropriate.

Section 7: The Director of Programs is responsible for 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 the Chapter and with approval of the Chapter Board.

Section 8: The Director of Marketing is responsible for the marketing and advertisement of the Chapter’s missions, activities and membership accomplishments. The content of these programs is to be consistent and in accordance with the objectives of the Chapter and with approval of the Chapter Board.

Section 9: The Director of Professional Development is responsible for promoting Business Analysis Professionalism through the Chapter and delivery of educational publications, seminars, and informational updates.

Section 10: The Director of Sponsorship is responsible for securing professional relationships with community organizations in exchange for support of the Chapter, its mission and activities.

The BA Body of Knowledge is to help Business Analysts in the Business Analysis profession. Chapters are prohibited from offering training developed by the chapter, but may host a training session offered by an IIBA® Endorsed Education Provider.

See Board of Directors for further description of all roles and responsibilities.

Bylaw 7 – Board of Directors Responsibilities

Section 1: The Chapter shall be governed by the Board of Directors. The Board shall be responsible for carrying out the purposes and objectives of the Chapter.

Section 2: The Board shall consist of the officers of the Chapter elected by the membership. All Officers shall be members in good standing of IIBA®.

Section 3: The Board shall exercise all powers of the Chapter, except as specifically prohibited by these Bylaws, the IIBA® Bylaws and policies, and the laws of the jurisdiction in which the Chapter is incorporated/registered. 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.

Section 4: 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. A quorum shall consist of no less than one-half of the membership of the Board at any given time. 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 procedures determined by the Board.

Section 5: The Board of Directors may declare an officer position to be vacant where an officer ceases to be a member in good standing of IIBA® by reason of non-payment of dues, or where the officer fails to attend three (3) consecutive Board meetings. 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.

Section 6: An officer may be removed from office for just cause in connection with the affairs of the Chapter 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.

Section 7: 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.

Section 8: 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
terminate any individual member for violation of a Chapter bylaw or an IIBA® bylaw

Section 9: 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.

Bylaw 8 – Nominations and Elections

Section 1: A Nominating Committee shall prepare a list containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election. Candidates for Board positions may also be nominated by petition process established by the Nominating Committee or the Board. Elections shall be conducted during the annual meeting of the membership, or by ballot to all voting members in good standing.

The candidate who receives a majority of votes cast for each office shall be elected. Ballots shall be counted by the Nominating Committee or by tellers designated by the Board.

Section 2: No current member of the Nominating Committee shall be included in the list of nominees prepared by the Committee.

Bylaw 9 – Committees

Section 1: The Board may authorize the establishment of committees to advance the purposes of the Chapter. The Board shall establish a charter for each committee, which defines its purpose, authority and outcomes. Committees are responsible to the Board.

Section 2: The President and the Vice President with the approval of the Board shall appoint all committee members and a chairperson for each committee.

Bylaw 10 – Finance

Section 1: The fiscal year of the chapter shall be from 1 January to 31 December.

Section 2: The Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.

Section 3: All membership dues billings, collections and disbursements shall be handled by IIBA.

Bylaw 11 – Ratification and Amendments

Section 1: 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 the 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.

Section 2: 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.

Section 3: 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 the Chapter’s Charter with IIBA®

Bylaw 12 – Dissolution

Section 1: Should the 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 the Chapter may be due to the direction of the IIBA®, a vote of the membership or the lack of sufficient members to sustain the 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.

Bylaw 13 – Inurement and Conflict of Interest

Section 1: No member of the Chapter shall receive pecuniary gain, benefit, or profit. Incidental or otherwise, from the activities, financial accounts and resources of the Chapter, except otherwise provided by these bylaws.

Section 2: No officer, director, or appointed committee member or authorized representative of the Chapter shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the Chapter of actual and reasonable expenses incurred by an officer, director, committee member or authorized representative for approved activities.

Section 3: All officers, directors, appointed committee members and authorized representatives of the Chapter shall act in an independent manner consistent with their obligations to the Chapter and applicable law, regardless of any other affiliations, memberships, or positions.

Section 4: All officers, directors, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the 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.

Bylaw 14 – Indemnification

Section 1: In the event that any person who is or was an officer, director, committee member, or authorized representative of the Chapter, acting in good faith and in a manner reasonably believed to be in the best interests of the Chapter, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the corporation), such representative may be indemnified against reasonable expenses and 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

Section 2: 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.