Home
Northwest
Arkansas

Northwest Arkansas Chapter - Bylaws

Bylaw 1 – Name & Territory

Section 1
This organization shall be called the International Institute of Business Analysis, Northwest Arkansas Chapter (hereinafter “the Chapter”).  This organization is a chapter chartered by the International Institute of Business Analysis, (hereinafter “IIBA®”) and separately organized and is incorporated as NORTHWEST ARKANSAS IIBA CHAPTER, INC.  This document is the general bylaws of the chapter which regulate the operation of this organization.
 
Section 2
The principal office of the Chapter shall be located in Bentonville, AR. 
 
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.
 
Section 7
If there are conflicts not covered by the Bylaws of the Chapter or IIBA’s current Bylaws, Robert’s Rules of Order shall apply.

Bylaw 2 – Objective

Section 1
The purpose of the Chapter is to promote the practice of business analysis, raise the profile of the business analyst role, and locally represent the International Institute of Business Analysis (IIBA).
 
Section 2
The objectives of the Chapter are to:

  • Advance the role of the Business Analyst as a recognized profession;
  • Support opportunities for members to network with, and gain knowledge from, seasoned BA practitioners as well as with industry, educational and government leaders
  • Provide access for members to forums for sharing expertise, expressing professional opinions and building a reputation within the industry;
  • Provide pathways to learn about business analysis best practices;
  • Obtain and maintain a sufficient level of financial security, sustainability, and autonomy at the chapter level to sustain the Chapter;
  • Create corporate support for the IIBA within the local market by generating marketing/awareness programs that demonstrate the value of business analysis and the IIBA;
  • Liaise with industry and association partners to increase awareness and benefit of IIBA Chapter members.

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 organization is voluntary and shall be open to any person interested in furthering the purposes of the organization.  Membership shall be open to all persons without regard to race, creed, color, age, sex, marital status, international origin, religion, or physical or mental disability.
 
Section 2
Membership in the Chapter requires membership in IIBA. The Chapter shall not accept as members any individuals who have not been accepted as IIBA members and shall not create its own membership categories.
 
Section 3
“Members in Good Standing” can vote in Chapter elections. Members in good standing shall be defined as Chapter Members who have paid both IIBA and Chapter dues, as verified by the Vice President (VP) of Finance.
 
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 thereunder and whose membership is not under disciplinary review by the Chapter or by IIBA.
 
Section 5
All members shall pay the required IIBA dues to the IIBA and Chapter membership dues to the Chapter.  In the event that a member resigns, membership dues shall not be refunded by IIBA and/or the Chapter.
 
Section 6
Chapter dues are non-transferrable and non-refundable.  A Corporate member’s Chapter dues can be transferred to another identified corporate member; however dues themselves are non-refundable.
 
Section 7
An individual applying to be a local chapter member must be an IIBA member in good standing. Membership will be effective from the first day of the month following the date the financial transaction is processed and paid in full.
 
Section 8
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 9
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 10
Members who fail to pay the required local chapter dues and are delinquent over 30 days will have their names removed from the official local chapter membership list of the Chapter.  A delinquent member may be reinstated by making payment in full for all unpaid dues owed to the IIBA and/or owed to the local Chapter.
 
Section 11
Upon termination of membership in the Chapter, the member shall forfeit any and all rights and privileges of membership to said Chapter, including refund of any balance of annual chapter dues.
 
Section 12
The membership information 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 year will follow the standard calendar year, January through December.
 
Section 2
The Chapter will adhere to the following minimum schedule of events.

Event Timeframe
Membership Meeting Monthly                           
Annual General Meeting (AGM) Annualy
Chapter Board  Meeting Monthly
Standing Committee Meetings Monthly
Ad hoc Committee Meetings As Needed

Section 3
Notice of meetings
 

Meeting Called By Notice period Quorum Notice Form
AGM President 30 days 25% membership Email
Monthly Membership Meeting Board Member 2 weeks  25% membership Email
Chapter Board Meetings President 21 days 50% Board Email
Standing Committee Meetings Committee Chair As Required As Required Email

 
Section 4
Changes or modifications to Chapter Calendar must be submitted to the President to be discussed at the next Chapter Board Meeting.
 
Section 5
The President of the Chapter will chair all meetings except committee meetings.

Bylaw 6 – Officers and Directors

Section 1
A Board of Directors shall govern the Chapter.  The Chapter Board of Directors will consist of the following seven elected officers:

  • President
  • Vice President
  • Vice President (VP) of Communications
  • Vice President (VP) of Finance
  • Vice President (VP) of Marketing
  • Vice President (VP) of Professional Development
  • Vice President (VP) of Records & Archives

Eligibility Criteria:

  • All officers shall be members in good standing of IIBA and of the Chapter. 
  • Candidates shall have at least 6 (six) months’ tenure with the Chapter prior to their election or a letter of recommendation from a qualified non-profit organization
  • Candidates for Board positions shall be vetted by the Nominating Committee

Election Procedure:
Officers will be elected by majority vote of a quorum of Chapter members in attendance at the September Monthly Membership Meeting and will be installed at the Annual General Meeting.  Officers will serve no more than two two-year terms of office from January 1st to December 31st of the next election year for their respective positions.  The election of officers will be staggered so that approximately half of the offices are elected each year; this will provide continuity on the Board.  The following chart illustrates the election rotation process:
 

Even Years Odd Years
Vice President President
Vice President (VP) of Marketing Vice President (VP) of Communications
Vice President (VP) of Professional Development Vice President (VP) of Finance
  Vice President (VP) of Records & Archives

 
As the Chapter increases its membership, the duties and responsibilities for each of the VPs 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 and will serve as "understudies" of the Officers they are to succeed.  The understudies will not have voting rights until the beginning of their respective terms.  Officers shall be eligible to serve multiple terms; however, no officer may serve more than four consecutive years in the same post.
 
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 only vote in the Chapter Board Meeting in the event of a tie. 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 having completed their term of office, 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 Vice President shall serve and fulfill the duties of the President of said Chapter in the absence of the President. The Vice President shall complete the President’s term in the event of an untimely vacancy of the President’s office.  The Vice President is also in charge of organizing the Monthly Membership Meetings, including but not limited to, the preparation of meeting agenda, presentation files, conference lines, coordination of presentation slides with external speakers, and meeting location. 
 
Section 4
The VP of Communications is responsible for all official correspondence with the Chapter members and the IIBA, except for committee correspondence.  , and will be responsible for the timely dissemination of Chapter information both to and from the Chapter membership, using appropriate means to accomplish the objective.  Any group site (e.g., LinkedIn, GroupSpaces, etc.), will be the responsibility of the VP of Communications.   In addition, the VP of Communications is the owner of the Chapter’s website and is responsible for maintaining its content and look and feel.
 
Section 5
The VP of Finance is responsible for the management of funds for duly authorized purposes of the Chapter.  The VP of Finance is responsible to the Chapter Board of Directors and will submit the books for audit each year.  The VP of Finance shall serve and fulfill the duties of the President of said Chapter in the absence of the President and Vice President. The VP of Finance shall complete the President’s term in the event of an untimely vacancy of the President’s and Vice President’s office.
 
Section 6
The VP of Marketing is responsible for all official correspondence with external entities.  The VP of Marketing is also responsible for the promotion of the local Chapter and IIBA to internal and external publications.    The VP of Marketing will work in conjunction with the VP of Communications in maintaining/updating the Chapter Website.
 
Section 7
The VP of Professional Development is responsible for promoting Business Analysis Professionalism through the organization and delivery of educational publications, seminars, and informational updates, including changes to the BA Body of Knowledge to help Business Analysts in the Business Analysis profession.  The chapter is governed by the IIBA bylaws for providing training to its members.
 
Section 8
The VP of Records & Archives shall keep the records of all business meetings of the Chapter and meetings of the Board, including records of attendance. The VP of Records & Archives is also responsible for maintaining membership lists.
 
Section 9
The Past President shall assist the President and the Chapter Board in liaising with the IIBA if and when required.  The Past President also chairs the nominating committee and may be asked to consult in other Chapter matters. 
 
Section 10
The Advisor shall be a non-voting appointed Board member.  No more than three advisors may serve on the Board at any given time.  Advisors shall be appointed by a majority vote of the Chapter Board.
 
See Appendix 1 for further description of all roles and responsibilities.

Bylaw 7 – Chapter 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 and of the Chapter. 
 
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 organization 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
In the event of an emergency, the Board shall meet at the call of the President, or at the request of three (3) members of the Board directed to the VP of Communications.  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, electronic mail (e-mail), or other legally-acceptable means.  Meetings shall be conducted in accordance with parliamentary procedures determined by the Board. 
 
Section 5
The Board of Directors may declare an officer position to be vacant if an officer ceases to be a member in good standing of IIBA or of the Chapter by reason of non-payment of dues, or if 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 President of the written notice. 
 
Section 6
An officer may be removed from office for just cause in connection with the affairs of the organization by a two-thirds (2/3) vote of the members present and in person at an official meeting of the membership, or by a two-thirds (2/3) vote of the Board.  Refer to Appendix 1.
 
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.
 
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 bylaw or an IIBA bylaw

Section 9
If the membership is dissatisfied with actions taken by the Board, a petition signed by two-thirds (2/3) of the membership can be submitted to the President, and the issue(s) will be addressed at a special meeting of the members or the next scheduled member meeting.
 

Bylaw 8 – Nominations and Elections

Section 1
A Nominating Committee shall prepare a slate containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election.  Candidates for Board positions may also be nominated by petition process established by the Nominating Committee of the Board.  Elections shall be conducted during the September Monthly Membership Meeting, provided that a quorum of 25% of members in good standing is present.
 
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 slate of nominees prepared by the Committee.
 
Section 3
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 of those present.

Bylaw 9 – Committees

Section 1
The Board may authorize the establishment of committees to advance the purposes of the organization.  The Board shall establish a charter for each committee, which defines its purpose, authority, and outcomes.  Committees are responsible to the Board.
 
Section 2
The President with the approval of the Board may appoint all committee members and a chairperson for each committee.  Committee members must be appointed from the membership of the organization. 
 

Bylaw 10 – Finance

Section 1
The fiscal year of the Chapter shall be from 1 January to 31 December.  Chapter membership fees are due upon becoming a member of the said chapter. Chapter will be responsible for managing anniversary dates and renewal of Chapter Membership Fees. Members shall be responsible for renewing their own IIBA membership.
 
Section 2
Annual membership dues shall be set by the Board and communicated to IIBA in accordance with policies and procedures established by the IIBA Board of Directors.
 
Section 3
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 4
All dues billings, dues collections, and dues disbursements shall be performed by the IIBA for the IIBA.
 
All dues billings, dues collections, and dues disbursements shall be performed by the Chapter for the Chapter.
 
Section 5
Audit of records and accounting practice shall be performed every two (2) years by an independent third party.

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 the Annual General 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 ballot returned on or before a specified date and time.  Notice of proposed changes shall be sent in writing to the membership with sufficient time to allow review of proposed changes 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 two-thirds (2/3) of the members in good standing who attend the meeting.
.

Job Description for a Board Member

IIBA Northwest Arkansas Chapter Job Description
 
Position:          Board Member

Authority and Responsibility

The Board of Directors is the legal authority for the Chapter.  As a member of the Board, a Director acts in a position of trust for the organization and is responsible for the effective governance of the organization.
 
Requirements:
Requirements of Board membership include:

  1. Commitment to the work of the IIBA
  2. Knowledge and skills in one or more areas of Board governance: policy, finance, programs, personnel, and advocacy
  3. Willingness to serve on committees
  4. Attendance at Board meetings
  5. Attendance at meetings of assigned committees
  6. Attendance at the Annual General Meetings
  7. Attendance at membership meetings
  8. Support of, and participation in, special events
  9. Maintain active IIBA and chapter membership

Term

Board members serve for a two-year term and may be released at the end of the elected term by resigning, or according to the Chapter bylaws.

General Duties

A Board member is fully informed on organizational matters and participates in the Board’s deliberations and decisions in matters of policy, finance, programs, personnel and advocacy.

The Board member must:

  1. Approve, where appropriate, policy and other recommendations received from the Board or its standing committees
  2. Monitor all Board policies
  3. Review the bylaws and policy manual, and recommend bylaw changes to the membership
  4. Review the Board’s structure, approve changes, and prepare necessary bylaw amendments
  5. Participate in the development of the Chapter’s organizational plans and annual review
  6. Approve the Chapter’s budget
  7. Support and participate in evaluating Board member performance
  8. Assist in developing and maintaining positive relations among the Board, committees, and the community to enhance the Chapter’s mission

Evaluation

A Board member’s performance is evaluated annually based on the performance of assigned Board requirements and duties.
 

Review Date and Approval Date

The Board Member Job Descriptions are reviewed annually by the President.  Recommended changes are presented to the Board.

Duties for the President

  • Provide leadership to the Board of Directors of the local chapter
  • Ensure the Board adheres to its bylaws
  • Prepare the Board’s agenda with input from the Board Members
  • Chair Board meetings
  • Notify Board Members of Board meetings
  • Evaluate the effectiveness of the Board’s decision-making process
  • Encourages Board Members to participate in meetings and activities
  • Keeps the Board’s discussion on topic by summarizing issues
  • Keeps the Board’s activities focused on the organization’s mission
  • Appoints special committee chairpersons
  • Orients Board Members and committee chairpersons to the Board
  • Serve as ex officio member of committees and attends their meetings as required
  • Ensure there is a process to evaluate the effectiveness of Board Members using measurable criteria
  • Recognize Board Members’ contributions to the Board’s work
  • Acts as one of the signing officers for disbursement checks and other official documents
  • Be a core contributor in supporting special events
  • Promote the organization’s purpose in the community and to the media
  • Prepare a report for the Annual General Meeting
  • Ensure programs and services are implemented
  • Ensure that the Board governs as well as manages programs and services
  • Attend the monthly regional call and encourage other Board Members to participate
  • Create succession plan for the next President
  • Educate the successor, so they are prepared to carry out the duties described above

Duties for the Vice President

  • Act in the absence of the President
  • Learn duties of the President and keep informed on key issues
  • Assist the President in the appointment of vacant Board members' positions, subject to approval by the Board
  • Encourage members to participate
  • Ensure meeting minutes and other relevant information are recorded and filed
  • Chair a committee if there is a vacancy of the chairperson
  • Create succession plan for the next Vice President
  • Educate the successor, so they are prepared to carry out the duties described above
  • Prepare the agendas/presentations for the membership meetings
  • Coordinate membership meeting logistics
  • Ensure there is a quorum at meetings
  • Coordinate  and invite speakers for meetings

Duties for the VP of Communications 

  • Conduct general Board correspondence including receiving, reading, distributing
  • Sign official documents of the organization as required
  • File the amendments to the bylaws and other incorporating documents with the Corporate Registry
  • Ensure members are notified of Monthly Membership Meetings
  • Chair the Communications Committee
  • Hold at least one Communications Committee meeting each month
  • Create succession plan for the next VP of Communications
  • Educate the successor, so they are prepared to carry out the duties described above
  • Maintain the Chapter website and other chapter-related social media

Duties for the VP of Professional Development

  • Promote/provide guidance for IIBA CCBA® and CBAP® certifications within the chapter and to potential new members
  • Organize/facilitate CCBA® and CBAP® exam preparation courses and professional development events
  • Establish relationships and networking opportunities for the members with local universities and educational organizations
  • Communicate the educational activities and certification progress of members to the Chapter officers and members
  • Create succession plan for the next VP of Professional Development
  • Educate the successor, so they are prepared to lead the classes and carry out the duties described above
  • Chair the Professional Development Committee
  • Hold at least one Professional Development Committee meeting each month

Duties for the VP of Marketing

  • Cultivate and maintain relationships with business sponsors
  • Conduct Membership Drives
  • Raise awareness in the business community of NWA IIBA chapter
  • Chair the Marketing Committee
  • Hold at least one Marketing Committee meeting each month
  • Create succession plan for the next VP of Marketing
  • Educate the successor, so they are prepared to carry out the duties described above
  • Responsible for creation of chapter collateral

Duties for the VP of Finance

  • Give regular reports to the Board on the financial state of the organization
  • Act as signing officer with the President for checks and other documents
  • Manage the day-to-day financial affairs of the Board
  • Manage the accounting of the funds of the organization, its budget, and expenditures
  • Keep full and accurate accounts of all organizational receipts and disbursements
  • Receive and deposit all monies due to the organization
  • Disburse all monies as directed by the Board
  • File necessary financial reports, tax reports, and audits
  • Chair Board meetings in the absence of the President and Vice President
  • Keep financial reports on file
  • Ensure compliance with local and corporate fiduciary responsibilities
  • Create succession plan for the next VP of Finance
  • Educate the successor, so they are prepared to carry out the duties described above

Duties for the VP of Records & Archives

  • Maintain copies of the organization’s bylaws and the Board’s policy statements
  • Maintain lists of Board Members, committees, and General Membership
  • Record attendance for Board meetings and membership meetings
  • Record all motions and decisions of meetings
  • Record all corrections to minutes
  • Record official meeting minutes for:
  • Chapter Board Meetings
  • Chapter Annual General Meetings
  • Any Chapter meetings where Chapter business is conducted
  • Obtain approval for meeting minutes recorded at all Chapter Board Meetings
  • Maintain archive of meeting minutes
  • Maintain files of Chapter records and documents
  • Create succession plan for the next VP of Records & Archives
  • Educate the successor, so they are prepared to carry out the duties described above

Duties of the Past President

  • Support the current President
  • Chair the Nominating Committee for recruitment of new Board Members
  • Assist with Board recruitment and orientation to the Board
  • Assist with Board training
  • Be a core contributor in supporting special events
  • Provide historical continuity about the Board’s activities

Duties of the Advisors

  • Support the current Board
  • Assist with Board recruitment and orientation to the Board
  • Assist with Board training
  • Assist with membership recruitment
  • Advise Board on financial and business activities
  • Contribute to supporting special events