IABC Ottawa Bylaws

Effective 16 June, 2025

Name and Location

Article 1:

1.1 Name
The name of this Chapter is IABC Ottawa, a not-for-profit organization.

1.2 Location
The geographic area served by the Chapter includes the National Capital Region of Canada, nearby areas of Ontario including the St. Lawrence and Ottawa River Valley, and Western Quebec.

Purpose

Article 2:

IABC Ottawa is dedicated to supporting communication professionals to grow, connect, and lead with purpose, in alignment with IABC’s purpose and vision. By championing excellence, fostering community, and advancing the impact of effective strategic communication, we help our members shape stronger organizations and a more informed world.

The Chapter is a group of members meeting the requirements of and chartered by the IABC International Executive Board. It is affiliated with the IABC, bound by its bylaws, policies and procedures, and bound by the IABC Code of Ethics for professional communicators. All chartered Chapters are required to sign the IABC Chapter affiliation agreement.

Membership

Article 3:

3.1 Membership Types
Membership categories are defined in the IABC Bylaws. Chapters adhere to these categories and do not establish new types.

3.2 Member Rights and Responsibilities
Voting rights are reserved for members in good standing. Members have the right to attend open meetings and participate in Chapter activities per global policy.

3.3 Resignation and Removal
Members may resign by providing written notice. The removal of members follows the procedures outlined in the IABC Bylaws and Code of Ethics.

Dues

Article 4:

4.1 Dues and Fees
The Chapter Board sets Chapter dues by simple majority vote. As required by IABC, all members must also pay applicable international and regional dues.

Meetings of Members and Voting

Article 5:

5.1 Annual Meetings
The Chapter membership will meet at least once a year, at a time, date and place determined by the Board for electing officers, receiving reports and transacting other business as required. Notice of an annual meeting will be provided to members at least 21 days in advance.

5.2 Special Meetings
A special meeting of the membership may be called at any time by the Board or by request of at least 20% of voting members. Notice of a special meeting will be provided to members at least seven days in advance.

5.3 Voting and Quorum
A quorum consists of at least 10 percent of the total voting membership. Proxy voting is not permitted.

5.4 Rules of Order
The Chapter follows Robert’s Rules of Order (Revised) unless otherwise specified.

5.5 Cancellation
A majority vote of the Board may postpone or cancel meetings. An annual meeting may not be postponed for more than 60 days.

Board of Directors

Article 6:

6.1 Authority
The Board governs the Chapter and upholds IABC's policies and Code of Ethics.

6.2 Composition
The Board will include at minimum the following officers:

  • President
    Serves as the chief elected officer of IABC Ottawa and exercises general supervision over executive affairs of the Chapter; presides at all regular and special meetings; is an ex-officio member of all committees; represents the Chapter in civic, professional and educational activities, and acts as the representative of the chapter on the IABC Canada East Region Board of Directors. The President automatically accedes to the office of Past President.

  • Past President
    Provides governance oversight and continuity, performs other duties necessary to the office or as requested by the President and these Bylaws.

  • President-Elect
    Acts in the absence of the President; performs other duties necessary to the office or as requested by the President and these bylaws. The President-Elect automatically accedes to the office of President.

  • Vice President, Finance
    Serves as the treasurer and chief financial officer of the Chapter; controls the financial affairs of the Chapter; prepares an annual budget and dues recommendations for the Chapter; prepares full and interim financial reports as directed by the Chapter Board; performs other duties necessary to the office as requested by the President and these Bylaws.

To reflect the needs of IABC Ottawa, the Board may alter the portfolio titles and duties of any officers and establish additional vice president positions.

6.3 Nomination and Election
In accordance with the IABC Ottawa Elections Policy, the Nominating Committee will present a slate of candidates annually. Members will elect Board members each year.

6.4 Terms
Vice presidents serve one-year terms with an option to renew for no more than five consecutive full terms, except when nominated into the office of President or President-Elect. The Vice President of Finance serves an initial two-year term.

6.5 Vacancies and Removal
Vacancies may be filled for the balance of the term by Board appointment. Officers may be removed by a two-thirds vote of the Board. Any Board member who is absent from two consecutive Board meetings without reasonable explanation will be deemed to have resigned.

6.6 Compensation
Board members serve on a voluntary basis and will not receive compensation for their service. Travel and other expenses may be reimbursed according to the Chapter’s policies and procedures.

6.7 Liability and Indemnity
Officers will be indemnified as per applicable law and IABC policy.

Committees

Article 7:

7.1 Appointment
The Board or membership can appoint a standing or ad hoc committee for any purpose, which is then disbanded once its final report or mandate is complete.

7.2 Executive Committee
An Executive Committee consisting of the President, Past President, President Elect, and Vice President of Finance will manage the affairs of the Chapter between regular Board meetings, at which decisions are then submitted for ratification by the full Board.

Finance

Article 8:

8.1 Authority
The Board manages all Chapter finances in accordance with IABC Bylaws and the IABC Ottawa Finance Policy.

8.2 Fiscal Year
The Chapter follows the fiscal year of IABC.

8.3 Budget and Reserves
The Board approves an annual budget and maintains reserves that are appropriate for the size of the Chapter.

8.4 Audit
Chapters must conduct an external audit or financial review at least once every three years.

Conflict of Interest

Article 9:

Board members must disclose any actual or perceived conflicts per Chapter and IABC policy.

Non-discrimination

Article 10:

The Chapter will not discriminate based on race, ethnicity, gender, age, ability, sexual orientation, or any other protected status.

Dissolution

Article 11:

Upon dissolution of the Chapter, remaining assets will be transferred to the regional entity per IABC Bylaws.

Amendments

Article 12:

Amendments to these Bylaws require 21 days’ prior notice and a three-quarters supporting vote of the voting members. All amendments must comply with IABC Bylaws.

Policies and Procedures

Article 13:

The Chapter maintains a Policies and Procedures Manual for operational matters not addressed in these Bylaws.

Federal and Provincial Legislation

Article 14:

The Board will conduct all business in accordance with all relevant federal and provincial Privacy and Anti-spam Legislation and in accordance with the regulations and requirements outlined in the Non-Profit Corporations Act (Canada).