ARTICLE I
Name
The name of
the organization shall be the International Council of Management Consulting
Institutes.
ARTICLE II
Period of Existence
The period of
existence of the organization shall be perpetual.
ARTICLE III
Purpose
The purpose of
this organization is to:
1.
Enhance the flow of information between the existing national
certifying bodies of management consultants in order to increase the knowledge
of the process, encourage assistance between institutes and improve the
process of certification throughout the world.
2.
Elevate the standards of management consultants worldwide while
increasing the acceptance of management consulting as a respected profession.
3.
Encourage the networking of management consultants across national
boundaries, improving the free flow of information and developing a greater
cooperative spirit between countries.
4.
Encourage reciprocity between institutes with recognized universal standards
and adherence to an International Code of Professional Conduct.
5.
Increase the profile of management consulting with international and
regional entities.
ARTICLE IV
Status of the Organization
Section 1.
The organization shall be non-stock, not-for-profit; and no dividends,
liquidating dividends or distributions shall be declared or paid to any
private individual, officer or trustee of the organization.
Section 2.
No part of the net earnings or the net income of the organization shall inure
to the benefit of any private individual, officer or trustee; provided
however, that such a person may receive compensation for personal expenses
necessary to carrying out the educational and cooperative purposes of the
organization.
ARTICLE V
Membership
Section 1.
The membership will be limited to not-for-profit management consulting
professional institutes who have as a key purpose the certification of
individual management consultants. This certification process is established
to ensure that management consultants have minimum set standards, including
education, experience, competence, and adherence to a formal Code of
Professional Conduct including a Code of Ethics.
Section 2.
Only one institute will be admitted from each country except in cases where
the Executive Committee deems there is an overriding political and geographic
separation between regions of a country that makes a single institute
impractical. The institute admitted will be the one that is most widely
recognized and be determined as the leading certification/registration
organization in its respective country or region.
Section 3.
Every three years member institutes shall reconfirm that they continue to meet
the membership qualifications of ICMCI. If a member no longer meets the
membership qualifications, the membership committee will review and recommend
appropriate action to the Executive Committee.
ARTICLE VI
Domiciles, Offices
The Board of
Trustees shall determine the location of the administration offices.
ARTICLE
VII
Board of Trustees
Section 1.
General Powers. The affairs of the Council shall be managed
by its Board of Trustees, which shall be the equivalent of a Board of
Directors. The Board of Trustees consists of the ICMCI Officers and the
designated Representatives of the member institutes.
Section 2.
Number.
The number of designated Representatives serving as Trustees is dependent upon
the number of member institutes, and the amount of regular individual
consulting members per institute as specified in Section 4.
Section 3.
Qualification of Trustees.
Members of the Board of Trustees shall have professional management consulting
qualifications, including certification by a member institute. Representatives
from Provisional Institutes do not have voting rights and are exempted from
the certification requirement.
Section 4.
Election and Term.
The Institute members may elect or appoint, according to their number of
regular, individual members representing the management consulting profession,
one to four Representatives to serve as Trustees not to exceed four (4)
Representatives.
0 --
499 members = 1 Representative
500 - 999 members = 2 Representatives
1000 - 1999 members = 3 Representatives
2000+ members = 4
Representatives
A
Representative serves a term of two (2) years and may be re-designated.
Section 5.
Resignation.
A Trustee may
resign at any time by filing his/her written resignation with the Secretary of
the Council and the Secretary of his/her respective Institute.
Section 6.
Removal.
A Trustee may be removed from office with or without cause by the affirmative
vote of a simple majority of the Board then in office, either at a regular
meeting or at any special meeting of the Board called for that purpose.
ARTICLE VIII
Meetings of Trustees
Section 1.
Bi-Yearly Meetings.
The bi-yearly
meeting of the Board shall be shall be the biennial Congress. The date shall
be established six months prior to the meeting. Notice will be mailed,
telefaxed or emailed to all Trustees.
Section 3.
Special Meetings.
Special meetings of the Board of Trustees may be held at any time for any
purpose or purposes, unless otherwise prescribed by statute, on call of any of
its officers, or shall be called by the Secretary on the written request of at
least one-fifth of all Trustees. Special meetings may be conducted by
electronic transmission.
Section 5.
Place of Meeting.
The Board of Trustees may designate the place of meeting for any annual
meeting or for any special meeting called by the Board of Trustees.
Section 2.
Regular Meetings.
The Board of Trustees may provide by resolution for regular meetings of the
Board, to be held at a fixed time and place, and upon the passage of any such
resolution, such meetings shall be held at the stated time and place without
other notice than said resolution.
Section 4.
Notice.
Notice of any special meeting shall be given by oral or written notice
delivered personally to each Trustee at least 60 days prior thereto. If
mailed, tele-faxed or emailed it shall be deemed to be delivered when the
mail, tele-fax or email is sent. Trustees are responsible for maintaining
their current contact information in the ICMCI database.
Section 6.
Quorum.
A simple majority of the number of voting Trustees shall constitute a quorum
for the transaction of business at any meeting of the Board of Trustees, but
if less than such majority is present in person or by proxy at a meeting, a
simple majority of the Board present may adjourn the meeting without further
notice.
Section 7.
Proxies.
Voting members of
Council, who will not be able to attend a regular or special meeting of
Council may assign their proxy to another voting member to vote in their
behalf. Such proxies will be counted in determining whether a quorum is
present.
Section 8.
Conduct of Meetings.
The Chairman or, in his/her absence, one of the Vice Chairmen, shall call
meetings of the Board of Trustees to order and shall act as Chairman of the
meetings. The Secretary of the Council shall act as Secretary of all meetings
of the Board of Trustees, but in the absence of the Secretary, the presiding
Officer may appoint any Assistant Secretary or any Trustee or other person
present to act as Secretary of the meeting.
Section 9 .
Manner of Acting.
The act of a simple majority of the Board present at a meeting at which a
quorum is present shall be the act of the Board of Trustees, unless the act of
a greater number is required by these Bylaws.
Section 10.
Presumption of Assent.
A Trustee who is present at a meeting of the Board of Trustees, or Committee
thereof, at which action on any corporate matter is taken, shall be presumed
to have assented to the action taken unless his/her dissent shall be entered
in the minutes of the meeting, or unless he/she shall file his/her written
dissent to such action with the person acting as the Secretary of the meeting
before the adjournment thereof; or shall forward such dissent by registered
mail to the Secretary of the Council immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a Trustee who voted in
favor of such action.
ARTICLE IX
Committees of the Board of Trustees
Section 1.
Standing Committees.
The Board of Trustees may by resolution create one or more standing
committees, each consisting of three or more Trustees and other volunteers
from member institutes as needed, Standing Committees have such powers and
duties not inconsistent with any existing delegation of powers to a Committee
of Trustees, as may be provided in the resolution creating such committee as
initially adopted or as thereafter supplemented or amended by further
resolution adopted by similar vote.
Section 2.
Executive Committee.
The executive committee will be a standing committee of the board. It will be
composed of all elected officers and the immediate past chairman. Its purpose
is to handle all the day-to-day operating decisions of the council as
designated by the Board of Trustees. The Executive Committee may create one or
more special committees as needed, consisting of Trustees and other volunteers
from member institutes.
Section 3.
Membership Committee.
The membership committee will be a standing committee of the Council
responsible for the development of the membership, and the processing of all
member applications for presentation to the Chairman and ultimately the
Board.
Section 4.
Certification Committee. The certification committee will be a standing
committee of the Council responsible for the development and maintenance of
certification standards including qualifications and the individual assessment
process.
Section 5.
Nominating Committee.
The nominating committee will be standing committee of the Council. The
committee shall be headed by a past chairman and composed of four other
trustees. The slate of officers will be mailed to all members of the Board of
Trustees sixty days before the date of the biennial Congress.
Section 6.
Alternate Members:
Rules of Committees.
All members of
the Board of Trustees who are not members of a given Committee shall be
alternate members of such Committee and may take the place of any absent
member or members at any meeting of such committee, upon request of the
Chairman of the Council or the Chairman of such meeting.
Each Committee
of the Board of Trustees shall fix its own rules governing the conduct of its
activities, not inconsistent with rules promulgated by the Board of Trustees,
and shall make such reports to the Board of Trustees of its activities as the
Board may request.
ARTICLE X
Officers
The policies
established by the Board of Trustees shall be carried out by the officers of
the organization. These officers shall have full voting power on the Board of
Trustees.
Section 1.
Number.
The principal Officers of the Council shall be a Chairman, three Vice
Chairmen, a Secretary, and a Treasurer, each of whom shall be elected by the
Trustees as required. Such other Officers and assistant Officers and agents
as may be deemed as necessary may be elected or appointed by the Board of
Trustees.
In the absence
of the Chairman or in the event of his/her death, inability or refusal to act,
or in the event for any reason it shall be impractical for the Chairman to act
personally, the remaining officers shall appoint one of the three Vice
Chairmen to perform the duties of the Chairman
Section 2.
Election and Term in Office.
The Officers of the Council who are elected by the Board of Trustees shall be
elected at a bi-yearly meeting of the Board of Trustees then in office either
in person or by proxy. The Nominating Committee will mail the slate of
officers to the members per Article IX, Section 5. Additional nominations may
be made if endorsed by a minimum of six (6) Trustees in good standing, and if
submitted to the Chairman 30 days prior to the election date. Such additional
nominees shall be published 15 days prior to the annual meeting.
A member may
serve a maximum of three consecutive Officer positions other than as
Chairman. All Officer terms are two (2) years. Each Officer shall hold office
until his/her successor shall have been duly elected or until his/her death or
until he/she shall resign or shall have been removed in the manner herein
after provided. Officers must be elected by the Board of Trustees. If a
Representative is elected an Officer, that Representative’s Board seat is then
considered vacant.
Section 3.
Removal.
Any Officer or agent elected or appointed by the Board of Trustees may be
removed by the Board of Trustees by the affirmative vote of a simple majority
of Trustees then in office, whenever in its judgment the best interests of the
Council will be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or
appointment shall not of itself create contract rights.
Section 4.
Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or other circumstances, may be filled by the Executive
Committee for the unexpired portion of the term.
Section 5.
Chairman
The Chairman shall be the principal Executive Officer of the Council, and
subject to the control of the Board of Trustees, shall supervise and control
all the business and affairs of the Council. He/She shall, when present,
reside at all meetings of the Council. He/She may sign, with the Secretary or
any other proper Officer of the Council there unto authorized by the Board of
Trustees, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Trustees has authorized to be executed, except in cases where the
signing of the execution thereof shall be expressly delegated by the Board of
Trustees to some other Officer or agent of the Council, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties as may be prescribed by the Board of Trustees from time to time.
Section 6.
Chairman-Elect.
The Executive Committee may at any time designate a Vice Chairman as the
Chairman-Elect, subject to ratification during the Nominating Committee
process.
Section 7. The
Vice Chairmen.
The three Vice Chairmen will handle the duties assigned them by the Chairman
or the Board of Trustees.
Section 8. The
Secretary.
The secretary shall: (a) keep the minutes of the Board of Trustees' meetings
in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of the Articles of Incorporation
or as required by law; (c) be custodian of the Council records; and (d) in
general perform all duties incident to the Office of Secretary, and such other
duties as from time to time may be assigned to him/her by the Chairman or by
the Board of Trustees.
Section 9. The
Treasurer.
If required by the Board of Trustees, the Treasurer shall give a bond for the
faithful discharge of these duties in such sum and with such surety or
sureties as the Board of Trustees shall determine. He/She shall: (a) have
charge and custody of and be responsible for all funds and securities of the
Council; receive and give receipts for monies due and payable to the Council
from any source whatsoever, and deposit all such monies in the name of the
Council in such banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article IX of these Bylaws; and
(b) in general perform all of the duties incident to the office of Treasurer,
and such other duties as from time to time may be assigned to him/her by the
Chairman or by the Board of Trustees.
Section 10.
The Past Chairman.
The immediate Past Chairman shall be a member of the Executive Committee and
shall vote at all meetings of the Board of Trustees.
Section 11.
Other Assistants and Acting Officers. The Executive Committee shall have the power to appoint
any person to act as Assistant to any Officers, or to perform the duties of
such Officer to act personally, and such Assistant or acting Officer so
appointed by the Board of Trustees shall have the power to perform all the
duties of the office to which he/she is so appointed to be Assistant, or as to
which he/she is so appointed to act, except as such power may otherwise be
defined or restricted by the Board of Trustees.
Section 12.
Additional Officers.
Any additional Officer not specified above shall have only such authority,
duties and responsibilities as shall be specifically authorized and designated
by the Board of Trustees.
ARTICLE XI
Fees & Dues
Application
Fees and Dues.
Application fees for membership and annual membership dues will be the primary
source of revenue. They shall be paid in the currency where the
administrative office is designated. The schedule of fees and dues shall be
established or modified by the Board of Trustees, based on the number of
individual consulting members in the member institute
ARTICLE XII
Indemnification
The Council
shall indemnify any Officer of the Council, or any person who may have served
at its request as a Trustee or Officer of another Council in which it owns
shares of capital stock, or of which it is a creditor, against reasonable
expenses, including attorney's fees, judgments and fines, which are actually
and necessarily incurred by him/her in connection with the defense of any
civil, criminal or administrative action, the defense of any civil, criminal
or administrative action, suit or proceeding in which he/she is made a party
or with which he/she is threatened by reason of being or having been or
because of any act as such Trustee of Officer, within the course of his/her
duties of employment, except in relation to matters as to which he/she shall
be judged in such action, suit or proceeding to be liable for negligence or
knowing misconduct in the performance of his/her duties. The Council may also
reimburse to any Trustee or Officer the reasonable costs of settlement of any
such action, suit or proceeding, if it shall be found by a simple majority of
a Committee composed of the Trustee not involved in the matter in controversy
(whether or not a quorum of the Board of Trustees) that it was to the
interests of the Council that such settlement to be made and that such Trustee
or Officer was not guilty of negligence or misconduct.
The right of
indemnification herein provided shall extend to the estate, executor,
administrator, guardian and conservator of an deceased or former Trustee or
Officer or person who himself/herself would have been entitled to
indemnification. Such rights of indemnification. Such rights of
indemnification and reimbursement shall not be deemed exclusive of any other
rights to which such Trustee or Officer may be entitled under any statute,
agreement, or otherwise.
ARTICLE XIII
Fiscal Year
The fiscal
year of the Council shall begin on the first day of July in each calendar
year.
ARTICLE XIV
Informal Action by Trustees
Any action
required by the Articles of Incorporation of the Council, or any provision of
law, to be taken at a meeting, or any other action which may be taken at a
meeting, may be taken without a meeting if a consent in writing setting forth
the action so taken shall be signed by all of the Trustees entitled to vote
with respect to the subject matter thereof. Such consent shall have the same
force and effect as unanimous vote.
ARTICLE XV
Waiver of Notice
Whenever any
notice whatsoever is required to be given under the provisions of the Articles
of Incorporation of the Council, a waiver thereof in writing, signed at any
time by the person or persons entitled to such notice, shall be deemed
equivalent to the giving of such notice.
ARTICLE XVI
Contracts, Loans, Checks and Deposits
Section 1.
Contracts.
The Board of Trustees 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 Council and such authority may be general or confined
to specific instances.
Section 2.
Loans.
No funded indebtedness shall be contracted on behalf of the Council and no
evidences of such indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Trustees. Such authority may be general or
confined to specific instances.
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 Council shall be signed by
such Officer or Officers agent or agents of the Council as designated, and in
such manner, including resolutions of the Board of Trustees.
Section 4.
Deposits.
All funds of the Council, not otherwise employed, shall be deposited from time
to time to the credit of the Council in such banks, trust companies or other
depositories as the Board of Trustees may select.
ARTICLE XVII
Amendments
These Bylaws
may be amended by a two-thirds (2/3) majority of the Trustees. This vote
shall be tabulated by proxy or in person, at an annual meeting, or by a
special mail poll, with a minimum of ninety (90) days notice, provided that no
amendment shall substantially change the original purpose of the organization.
ARTICLE XVIII
Dissolution
This
organization may be dissolved or liquidated by an eighty percent (80%) vote of
the current Trustees. This vote shall be tabulated by proxy or in person at a
regular meeting. All assets would then be distributed on a proportionate
basis to the member organizations, based upon the number of trustees from each
member organization.
