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Bylaws

BYLAWS

OF

PHILADELPHIA AREA CHAPTER 

SOCIETY FOR INFORMATION MANAGEMENT

4/5/05

ARTICLE I

PURPOSE AND ACTIVITIES

SECTION 1. PURPOSE - The Philadelphia Area Chapter of the Society for Information Management (SIM) is a non-profit organization for the purpose of fostering and perpetuating the mission of SIM International in the Greater Delaware Valley.

SECTION 2. ACTIVITIES - The activities of the Chapter are directed to accomplishing the mission by:

  1. Fostering cross fertilization of knowledge and experience across industry, government and social boundaries in the Philadelphia area.
  2. Delivering topical, high-quality, innovative programs that contribute to the professional growth of its members and advance a long-term vision of the use of information technology for strategic impact.
  3. Recognizing excellence in the management and use of information technology that contributes significantly to the success of the organization and society.
  4. Maintaining visibility in the community to become a resource to facilitate the application of information technology within the community, including governmental, educational and charitable organizations.
  5. Providing the appropriate organization input on issues critical to the successful management and use of information technology.
  6. Maintaining close working relationship with the academic community.

The scope of the activities shall include all aspects related to the planning, development, application, organization and management of information/telecommunications technologies.

ARTICLE II

MEMBERSHIP

SECTION 1. QUALIFICATIONS - Membership shall be limited to:

  1. Senior information systems executives and practitioners of public or private institutions with significant investments in information systems.
  2. Principal subordinates of member executives.
  3. Consultants who focus their time as practitioners in key capacities in major firms.
  4. Senior academics in the information systems field.
  5. Retired past members. (They will be identified as “emeritus” for SIM International purposes.)
  6. Transition members. Transition Members are defined as chapter members who are currently not employed or who know they will not be employed within the next three months. Transition members may elect to participate in the Transition Member Program (TMP). Transition members are entitled to remain on the chapter membership rolls for a period of one year from the time of their termination from their sponsoring companies. Chapter membership dues are deferred and forgiven during the period of time the member is in transition. Unless the calendar year’s dues have been paid by either the individual or by their previous employer (and their previous employer has not filled their membership slot with a successor) transition members must pay the dinner fee for each regular meeting attended. After the expiration of the one-year transition period, transition members are invited to reapply for membership, with membership approval offered at the discretion of the Board of Directors.
  7. Active members of other chapters who move to the Philadelphia area (reciprocal membership).
  8. Others as approved by the Board, including vendors, recruiters, non-IT executives and leaders from other professions with major roles in matters that impact the strategic direction of technology.
  9. Regional Learning Forum Members – Regional Learning Forum (RLF) members are entitled to complimentary membership in SIM for two years, including the year that they are enrolled in the RLF program and the subsequent year after graduation. Complimentary membership includes SIM International dues and Chapter dues. RLF members must pay the current dinner fee for every meeting attended. Once the two-year period has expired, RLF members may apply for Chapter membership. Membership will be extended to those RLF graduates whose job responsibilities do not meet stated eligibility requirements provided that they have in their most recent year and will continue to participate in at least three of the Chapter meetings per year and/or actively participate on a Chapter committee. There will be an annual review of the RLF graduates’ participation levels. When eligibility requirements are met, the RLF graduate may apply for full membership pending Board review and approval. Annual dues for full Chapter membership will then be in accordance with Section 2: DUES.

SECTION 2. LIMITATIONS ON CONSULTANTS AND VENDORS – At no time shall the number of consultant and vendor members exceed 15% of the total membership of the Chapter.

SECTION 3. PRACTITIONER REQUIREMENTS – The number of practitioner members shall always exceed 50% of the total membership of the Chapter

SECTION 4. APPLICATIONS FOR CHAPTER MEMBERSHIP - Applications for membership in the Chapter shall be submitted to the Membership Chairman and/or Secretary of the Chapter on such forms as shall be approved by the Board of Directors (the "Board").

SECTION 5. RIGHTS AND LIABILITY OF MEMBERS - The members of the Chapter shall not be liable for the debts or obligations of the Chapter. No member shall receive compensation for services rendered to the Chapter except as otherwise approved by the Board. A member may be reimbursed for expenses reasonably incurred on behalf of the Chapter.

SECTION 6. MEMBERSHIP YEAR - The membership year for the Chapter shall be from January 1 to December 31 of each year.

SECTION 7. EXPULSION - Any member can be expelled from membership by a two-thirds vote of the Board and will not be permitted to attend Chapter activities.

ARTICLE III

MEETINGS OF MEMBERS

SECTION 1. CHAPTER MEETINGS - The frequency, dates, times and places of Chapter meetings shall be as designated by the Board.

SECTION 2. PLACE OF MEETINGS - Meetings of the Chapter may be held at such place as may be designated by the Board.

SECTION 3. NOTICE OF MEETINGS - A written or printed notice stating the place, date and hour of the Chapter meeting shall be delivered not less than seven nor more than thirty days before the meetings. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at the address as it appears on the records of the Chapter, with postage thereon paid.

SECTION 4. GUESTS - Members may bring guests to Chapter meetings, but the number of guests may be restricted at the discretion of the Board.

SECTION 5. ELECTION OF OFFICERS AND DIRECTORS - Chapter members shall vote annually to elect Chapter Officers and Directors.

SECTION 6. SOCIETY MEETING - Chapter members shall be encouraged to attend and participate in the Society annual conference.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. MEMBERS OF THE BOARD - The Board shall consist of the Chairman, Chairman-Elect, Secretary, Treasurer and Past Chairman plus five to ten Directors at large. Members of the Board must be members of the Chapter. The Board, with the exception of the Chairman and Past Chairman, shall be elected annually. The Chairman-Elect shall succeed the Chairman on January 1 of the year following the annual election. The Chairman shall succeed the Past Chairman on January 1 of the year following the annual election.

SECTION 2. NOMINATION - The Board shall nominate a candidate (or candidates) for the positions of Chairman-Elect, Treasurer, Secretary and five to ten Directors-at-Large and submit the slate of candidates to the Board prior to the December Chapter meeting. Nominations may also be made from the floor providing prior consent has been received from nominee by the nominator.

SECTION 3. ELECTION - The annual election of the Board will be held at the December meeting of the Chapter. Each member of the Chapter present in person shall be entitled to one vote, and voting shall be conducted at that meeting. Each office shall be filled by the nominee receiving the majority of votes cast.

SECTION 4. REMOVAL - Any member of the Board may be removed by a two-thirds vote of the Board at any scheduled Board meeting. Such a vote must be recommended and scheduled by the Chairman or a majority of the Board of Directors.

SECTION 5. RESIGNATIONS - Any member of the Board may resign at any time by giving written notice to the Chairman or Secretary of the Chapter. Such resignations shall take effect at the time specified therein. Unless otherwise specified in the written notice, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6. VACANCIES - Any vacancy occurring in the membership of the Board, for any reason, shall be filled by appointment by the Chairman with the approval of the Board. Such appointment shall continue until the next annual election.

SECTION 7. GENERAL POWERS AND DUTIES - The Board shall be the governing authority of the Chapter. The proper business and affairs of the Chapter shall be managed by the Board. The Board, in furtherance but not in limitation of its powers, shall have the power to:

  1. Represent the members of the Chapter for all matters internal and external.
  2. Establish the policies and practices of the Chapter.
  3. Approve arrangements for all activities.
  4. Establish teams to aid in the management of the Chapter. Each team will have a charter established by the Board which specifies objectives of the committee and its duration.
  5. Amend the Bylaws

SECTION 8. VOTING - Decisions shall be by a simple majority of those present and voting.

SECTION 9. QUORUM – A simple majority of the current Board members shall constitute a quorum for the transaction of business at any meeting of the Board.

SECTION 10. NATIONAL EXECUTIVE COUNCIL REPRESENTATIVE - The Board shall appoint a member of the Chapter to represent the Chapter on the National Executive Council of the Society. The Representative will also represent the Society at Board and Chapter meetings and in pertinent Chapter issues. The Representative will also keep the Society informed of Chapter activities, including names of Officers and Directors, meeting topics and schedules and meeting summaries. The Representative shall be a member of the Society in good standing.

SECTION 11. REGULAR MEETINGS - There shall be a meeting of the Board in advance of each Chapter meeting. Additional meetings may be held at the call of the Chairman or at the request of any three Board members. The meetings will be held at the time and place as prescribed by the Chairman. Notice of the meetings shall be given in writing or verbally by the Secretary of Chairman of the Chapter at least seven days prior to the date of the meeting.

SECTION 12. DUTIES OF THE CHAIRMAN - The Chairman shall be the Chief Executive Officer of the Chapter. The Chairman shall perform all duties that pertain to the office of the Chairman and that may be assigned by the Board. The Chairman's primary duties shall be to:

  1. Preside at all Chapter meetings.
  2. Call and preside at all Board meetings.
  3. Coordinate the Chapter's activities and programs.
  4. Ensure that all orders and resolutions of the Board are placed into effect and that all other Officers of the Chapter are performing their duties properly.
  5. Assign such other duties to other Officers as may be required from time to time.

SECTION 13. DUTIES OF THE CHAIRMAN-ELECT - The Chairman-Elect shall have all the powers and perform all the duties of the Chairman in the Chairman's absence or incapacity.

  1. Plan the program for Chapter meetings and extend the invitation to the speakers selected for the Chapter meeting presentations.
  2. Act as Chairman of the Membership Committee.
  3. Perform all other duties assigned by the Chairman and the Board.
  4. Appoint an Audit Committee and receive the Audit Report.

SECTION 14. DUTIES OF THE SECRETARY - The Secretary shall be the Administrative Officer of the Chapter and shall perform all duties that pertain to the office of Secretary and that may be assigned by the Chairman and the Board. The Secretary's primary duties shall be to:

  1. Keep minutes of Chapter business meetings.
  2. Make all necessary arrangements for Chapter and Board meetings.
  3. Keep minutes of the Board meetings.
  4. Notify members of the Board of all meetings.
  5. Prepare, distribute and collect ballots for elections at the December meeting when voting is done by ballot.
  6. Maintain the Chapter members' database.
  7. Keep records of members' attendance at Chapter meetings.

SECTION 15. DUTIES OF THE TREASURER - The Treasurer shall be the Financial Officer of the Chapter and shall perform all duties that pertain to the office of Treasurer and that may be assigned by the Chairman and the Board.  The Treasurer's primary duties shall be to:

  1. Handle all Chapter financial transactions including, but not limited to, receipt of member dues, receipt of Chapter meeting fees, deposit of all funds received and payment of approved invoices.
  2. Keep complete and accurate records of the receipts and disbursements of Chapter funds, along with all supporting documents such as bank statements, canceled checks, deposit slips and invoices.
  3. Provide periodic written reports to the Board which delineate the financial transactions between reports.
  4. Provide an annual summary of the Chapter's financial transactions and the Chapter's assets at year end.
  5. Prepare and file all financial reports required by governmental or other authorized organizations.

ARTICLE V

TEAMS

The Board may establish and appoint special teams to aid and assist in the management of the affairs of the Chapter. Each team will have a member of the Board as a liaison who will insure that the team operates within the charter established by the Board.

ARTICLE VI

FINANCES AND DUES

SECTION 1. FISCAL YEAR - The Chapter's fiscal year shall be January 1 through December 31.

SECTION 2. DUES - Annual membership dues shall be set by the Board of Directors as set forth in Appendix A. Payments are due as of February 1 and are non-refundable.

SECTION 2.1 New members joining the Philadelphia Chapter after September 1 shall pay one-half the stated annual dues for the remainder of the meeting year. Full membership dues for the following and subsequent years will be required as set forth in Section 2, Dues.

SECTION 3. FUND DEPOSITS - All funds of the Chapter shall be promptly deposited in qualified depositories. Any funds acquired by the Chapter shall be clearly marked for and deposited to the account of Philadelphia Area Chapter - SIM.

SECTION 4. FUNDS DISBURSEMENTS - All disbursements of funds of the Chapter shall be made by presentation to the Treasurer of approved invoices. Checks will be signed by the Chairman, Treasurer, Secretary and/or Administrator. Speakers' expenses will be estimated in advance, and approval of the Board will be required for disbursement.

SECTION 5. TREASURER'S REPORT - The Treasurer shall provide a written report at each Board meeting of the Chapter's financial status which any member of the Chapter may inspect upon request. The Treasurer's accounts shall be audited annually at the end of the fiscal year by an independent representative appointed by the Board.

SECTION 6. DISSOLUTION - In the event of dissolution of the Chapter, the Treasurer will forward all funds remaining, after payment of expenses, to the Society.

ARTICLE VII

AMENDMENTS

These Bylaws may be altered, amended or repealed, and new and other Bylaws may be adopted by resolution duly adopted by a majority of the Board.