2021 Revised Bylaws


BY-LAWS
of the
SOUTHERN CALIFORNIA CHAPTER
THE SOCIETY FOR INFORMATION MANAGEMENT INTERNATIONAL (SCSIM)
 
ARTICLE I
 Purpose and Activities

 

Section 1              PURPOSE

              This Chapter shall be known as the Southern California Chapter (the “Chapter”) of the Society for Information Management International (the “Society”).  The Chapter is not organized for profit, and is organized to bring together IT leaders to share, network, grow professionally and give back to their communities through the collaboration with other SIM chapters, as consistent with the purpose of SIM.

Section 2              ACTIVITIES  

                The Chapter shall strive to strengthen professional communications among senior IT professionals, academicians, consultants and other leaders responsible for directing the design and implementation of information technology in both private and public organizations through its activities.  Under no circumstances will the Chapter engage in the dissemination of propaganda or in any activity intended to influence legislation.

ARTICLE II
Membership

Section 1              MEMBERSHIP CRITERIA

              Applications for membership in the Chapter shall be submitted to the Board of Directors through the Membership Chair or designated representative on such forms or in such manner as shall be approved from time to time by the Board of Directors.  Individuals who are executives responsible for the management of the IT function and those frequently counseling those executives constitute the primary membership base of the Chapter. Specifically, those qualifying for membership in the Chapter must fall within one of these categories:

  1. Corporate / Division Head of the company’s corporate or divisional IT Organization;
  2. IT leadership staff supporting Corporate / Division IT heads with key management roles, to be verified in the discretion of the Board;
  3. Academic / Nonprofit:  Full-time faculty member or full-time Academic IT Division Head / Management staff or eligible full-time employee of a qualifying government agency or nonprofit institution.
  4. Consultant: Leading individuals from consulting firms and organizations that serve information managers and directly contribute to the IT profession. Please note that SIM adheres to a strict policy against any marketing or commercial activities;
  5. Non-IT Executive / Other Leader: Senior non-IT executive who plays a key role in the use of information technology.  Please note that SIM adheres to a strict policy against any marketing or commercial activities.
  6. Members in Transition: Members who previously qualify in one of the roles above may continue as a member if they were previously in good standing, or apply for membership provided they 1) met the criteria above and 2) are actively pursuing a qualified position.
  7. Corporate or Enterprise Members: Members who are sponsored through a Corporate or Enterprise membership program must still meet the criteria set forth in in items 1-5 of this Section.
  8. Regional Leadership Forum (RLF) Members; Individuals who are graduates of SIM’s RLF program will be automatically eligible for membership for the current and following full year of membership. Follow this, members must remain in good standing as a qualified member as outlined in items 1-5 of this Section.

Those meeting these qualifications in the judgment of the Board of Directors may be admitted. The Board may limit total membership of any category of member other than numbers (1) and (2) above though the establishment of standard operating procedures. Further, the Board may address special situations such as retired or emeritus members, or other situations not described in this section, through Board vote or the establishment of standard operating procedures.

             Members of SIM International working or living in the Southern California area are NOT automatically members of the Chapter.  Such members of SIM International must apply for Chapter membership, meet Chapter membership criteria as described in this section, and be approved by the Board of Directors.

Section 2              APPLICATION FOR CHAPTER MEMBERSHIP

              Applications for membership in the Chapter shall be submitted to the Board of Directors through the Membership Chair or designated representative on such forms or in such manner as shall be approved from time to time by the Board of Directors.

Section 3              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 of Directors.  A member may be reimbursed for expenses, reasonably incurred on behalf of the Chapter if approved by the Board of Directors.  No part of any net earnings of the Chapter shall accrue to the personal benefit of any member.

Section 4              MEMBERSHIP YEAR

              The membership year for members of the Chapter shall be as designated by SIM National.

Section 5              RESIGNATION

              A member may resign from the Chapter by submitting his/her resignation in writing to the Secretary.  In such case of resignation, any dues previously paid shall not be refunded.

Section 6              EXPULSION

A member may be expelled for cause by the affirmative vote of three-fourths (3/4) of the members of the Board of Directors present at a meeting where a Quorum exists.  Prior to any such action, the member in question shall be invited to appear before the Board of Directors.  In such case of expulsion, any dues previously paid shall not be refunded.

Section 7              OTHER RESTRICTIONS

               No member shall perform the following activities at SIM functions unless specifically approved by a majority vote of the Board of Directors. This is part of the code of conduct for SIM members and any violations will become grounds for expulsion.

  1. Engage in promoting a specific product, service or company to the general membership.
  2. Use the SIM website or member roster for recruiting or business development purposes
  3. Unauthorized use of the SIM name or logo in any promotion, marketing, or business development

Normal business activity may occur between members outside of the SIM relationship, this is acceptable provided that the relationship was in place prior to the vendor joining SIM or if a member initiates the conversation. If a member is interested in obtaining a product or service provided by another member, it is acceptable to initiate that conversation at a meeting. Members are encouraged to continue the conversation at another time and place.

ARTICLE III
Meetings of Members

Section 1              SIM INTERNATIONAL

Chapter members are encouraged to attend and participate in SIM National meetings at such time and place as is prescribed by SIM International.

Section 2              CHAPTER MEETINGS

              Chapter meetings shall be held for members and guests for the purpose of hearing presentations, exchanging ideas and for transacting such business as may properly come before the meeting.  The time of each Chapter meeting shall be as designated by the Chapter Board of Directors.

Section 3              PLACE OF CHAPTER MEETINGS

              Chapter meetings of the Chapter may be held at such place as may be designated by the Chapter Board of Directors.

Section 4              NOTICE OF CHAPTER MEETINGS

              A notice stating the place, date and hour of the Chapter meetings shall be delivered not less than ten (10) days before the Chapter meetings. 

Section 5              QUORUM

              For any Chapter meeting at which business is conducted, a quorum shall consist of ten percent (10%) of regular members, including at least two (2) members of the Board of Directors.

Section 6              VOTING

              At any meeting at which a quorum is present and business is conducted, each regular member of the Chapter present in person shall be entitled to one (1) vote on business pertaining to the Chapter.  Decisions shall be by a majority of those present and voting, except for adoption of changes to these by-laws (see Article IX).

Section 7              BYLAWS ENFORCEMENT

Bylaw violations are to be brought to the attention of the Board of Directors who shall be responsible for determining the corrective action.

ARTICLE IV
Board of Directors

Section 1              GENERAL POWERS AND DUTIES

              The Board of Directors, as hereinafter constituted shall be the governing authority of the Chapter.  The property, business, and affairs of the Chapter shall be managed by the Board of Directors, and the Board of Directors may exercise all such powers of the Chapter as are by law, or by these Bylaws directed or required to be exercised by the Board of Directors.  The Board of Directors, in furtherance but not in limitation of its powers, shall have the power to:

  1. Set the Chapter's overall direction and strategy.
  2. Set policy and develop practices governing the Chapter.
  3. Create the Chapter’s financial structures and practices, including budgets, investment policies, resource allocations, revenue sources and fund decisions.
  4. Approve budget exceptions.
  5. Appoint all Chapter representatives to SIM (National) or other non-Chapter events.
  6. Ensure compliance of Board of Directors and Chapter members with these Bylaws and the policies and procedures.
  7. Assign Board of Directors members other duties.
  8. Approve and revoke membership in the Chapter.
  9. Exercise all powers granted to a board of directors under California law.

Section 2              REGULAR MEETINGS

              There shall be at least one (1) meeting of the Board of Directors quarterly.  Additional meetings may be held at the call of the Chairperson or at the request of any three (3) members of the Board.  The meetings will be held at the time and place as prescribed by the Board members.  Notice of the meetings shall be given in writing or orally by the Chairperson of the Chapter at least seven (7) days prior to the date of the meeting. 

Section 3              QUORUM

              A simple majority of the Board of Directors members, including at least one (1) officer, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 4              VOTING

              All decisions shall require that a quorum of the Board of Directors be present, either in person or electronically via conference call and shall be decided by a majority vote with each Board member having one vote.   Should an issue require immediate action and a vote, a vote may be conducted under the same rules by email or other electronic means (e.g. web-based survey tool).

ARTICLE V
Officers
 

Section 1              OFFICERS

              The officers of the Chapter shall be the Chairperson, the Vice-Chairperson, the Treasurer, the Secretary, and the Program Chairperson,.  The officers shall be elected annually from among members in good standing.  The non-officer role of Membership Chairperson shall also be elected annually from among members in good standing.

Section 2              MEMBERS OF THE BOARD OF DIRECTORS

              The Board of Directors shall consist of up to twenty one (21) Directors including Officers, each elected from among regular Chapter members in good standing , for a term of two (2) years.  Director roles may include, but are not limited to Marketing, Sponsorship, Communications, Enclaves, Events Chair, Philanthropy, SIM National Representative, and SIM Regional Leadership Forum Liaison.  A Board member may serve a maximum of four (4), consecutive two-year terms. At the end of four terms (8 years), Board members must take at least a one year hiatus from the Board, unless elected as Chairperson during a Board Member's final term (years 7-8 on the board).  In such case, the newly elected Chairperson may serve a fifth and final two-year term. 

Section 3              NOMINATING COMMITTEE

              A Nominating Committee of at least four (4) Chapter members shall be appointed annually in April by the Chairperson, subject to confirmation by the Board of Directors.  The Board of Directors shall create standard operating procedures (SOP) to govern the nomination process to include addressing issues of Board composition, continuity, and assignment of members to non-Board roles such as committees and advisory boards.

Section 4              NOMINATION

              The Nominating Committee shall annually nominate one or more candidates for each of the  openings on the Board of Directors, and present the slate of candidates to the Board of Directors.  Additional nominations may also be solicited from the general membership.

Section 5              ELECTION

              The annual election of the Members of the Board of Directors will be held no later than June.  Each member in good standing of the Chapter shall be entitled to one vote.  Voting shall be conducted by ballot to be distributed prior to and returned by no later than June 30.  Voting may be conducted electronically.  Each of the  positions on the Board of Directors shall be filled by the nominees receiving the largest number of votes cast.  The Nominating Committee will immediately resolve any tie votes.  

Section 6              REMOVAL

              Any of the elected or appointed officers of the Chapter may be removed by the Board of Directors, whenever in their judgment the best interests of the Chapter will be served thereby, by the vote of a simple majority of the members of the Board of Directors.  Any members of the Board of Directors who are absent from three (3) consecutive meetings of the Board of Directors may be removed for or without cause by the vote of a majority of the members of the Board of Directors.

Section 7              RESIGNATIONS

              Any officer or member of the Board of Directors may resign at any time by giving written notice to the Chairperson or Secretary of the Chapter.  Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 8              VACANCIES

              Any vacancy occurring among the elected officers, appointed officers, or other members of the Board of Directors, for any reason, may be filled by appointment by the Chairperson with the approval of the Board of Directors.  Such appointment shall continue until the next annual election.

Section 9              DUTIES OF THE CHAIRPERSON

              The Chairperson shall be the chief executive officer of the Chapter.  The Chairperson shall perform all duties that pertain to the office of Chairperson and that may be assigned by the Board of Directors.  In furtherance but not in limitation of this office, the Chairperson’s primary duties shall be to:

  1. Preside over all meetings of the members of the Chapter.
  2. Call and preside over all Board of Directors meetings.
  3. Nominate all committees and their chairperson and members, subject to Board of Directors approval.
  4. Select annually the Nominating Committee, subject to confirmation by the Board of Directors.
  5. Accept and receive donations, gifts, devices, and bequests made to the Chapter and subject to confirmation by the Board of Directors, agree to any conditions or enumerations thereto and to give receipts and acquittance therefore.
  6. Act as liaison with the Society.
  7. Ensure that all orders and resolutions of the Board of Directors are placed into effect.
  8. Supervise all other officers of the Chapter and see that their duties are properly performed.

Section 10              DUTIES OF THE VICE-CHAIRPERSON

The Vice-Chairperson shall have all of the powers and perform all the duties of the Chairperson in the absence or incapacity of the Chairperson.  In addition, the Vice-Chairperson shall perform such other duties as may be assigned to the Vice-Chairperson from time to time by the Chairperson and Board of Directors.  As a matter of practice, the Vice Chair shall be elected to their position at least 1 year prior to the expiration of the incumbent Chairperson’s term in expectation of succeeding the incumbent Chariperson.

Section 11              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 the Treasurer and that may be assigned by the Chairperson and Board of Directors.  In furtherance but not in limitation of this office, the Treasurer’s primary duties shall be to:

  1. Supervise custody of all receipts, funds and securities of the Chapter and shall deposit the funds of the Chapter in a bank designated by the Treasurer with the concurrence of the Board of Directors.
  2. Keep full and correct account of receipts and disbursements in the books belonging to the Chapter.
  3. Disburse funds of the Chapter as may be directed by the Board of Directors, taking proper vouchers for such disbursements.
  4. Render to the Chairperson and members of the Board of Directors, quarterly, and on request, an account of the financial condition of the Chapter.
  5. Prepare a proposed budget for the year and submit it to the Board of Directors at the first meeting after taking office.
  6. Prepare the required Federal and State filings and insure that the Chapter maintains its tax-exempt status.

Section 12              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 Chairperson and Board of Directors.  In furtherance but not in limitation of this office, the Secretary’s primary duties shall be to:

  1. Take Minutes for Board meetings; ensure all action items, notes and minutes are recorded, reviewed and updated; present and review Minutes from prior Board meetings.
  2. Oversee the Bylaws of the Chapter. Work with the Board to keep the Bylaws current with the practices of the Chapter; communicate the Bylaws to all Board members.
  3. Work with Board to document and maintain the major policies and procedures of the Board and the Chapter.
  4. Send information on newly elected, appointed or resigned Board members to SIM National.
  5. File all minutes, agendas and supporting documents in the Chapter’s approved document repository; verify that all formal documents (Board meeting minutes, financial reports, etc.) and committee reports are present in the Chapter's document
  6. 6. Perform other duties as may be from time to time assigned by the Chairperson.

Section 13              DUTIES OF THE PROGRAM CHAIRPERSON

              The Program Chairperson shall be responsible for planning and coordinating all programs for the Chapter.  The Program Chairperson will also perform such other duties as may be assigned to the Program Chairperson from time to time by the Chairperson and Board of Directors.

Section 14              DUTIES OF THE MEMBERSHIP CHAIRPERSON

              The Membership Chairperson shall be responsible for maintaining the Chapter’s membership records and shall perform all duties pertaining to the office of Membership Chairperson and that may be assigned by the Chairperson and the Board of Directors.  In furtherance but not in limitation of this role, the Membership Chairperson’s primary duties shall be to:

  1. Maintain the Chapter membership list.
  2. Process all membership applications.
  3. Work with SIM National to ensure annual dues notices are sent to members.
  4. At each Board meeting or as soon as practicable, present the names of people who have submitted membership applications for Board of Directors approval (or not) of membership.
ARTICLE VI
 
Committees

Section 1              SPECIAL COMMITTEES

              The Chairperson may establish and appoint special committees, not having or exercising the authority of the Board of Directors, to aid and assist the Chairperson and Board of Directors in the management of the affairs of the Chapter. 

ARTICLE VII
Finances

Section 1              FISCAL YEAR

              The Chapter’s fiscal year shall be as designated by SIM National.

Section 2              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 the Chapter. 

Section 3              FUND DISBURSEMENTS

              All disbursements of funds of the Chapter shall be authorized by the Treasurer or, in event the Treasurer is unavailable, by a designate of the Board of Directors.

Section 4              TREASURER’S REPORT

              The Treasurer shall provide to the Board of Directors a quarterly written report of the Chapter’s financial status, which any member may inspect upon request.  The Treasurer’s accounts shall be audited periodically, but no more than annually, by an independent representative appointed by the Board of Directors.

ARTICLE VIII
Dues

Section 1              ANNUAL DUES

              Annual dues for each member of the Chapter shall consist of published SIM International dues plus Southern California Chapter dues.  The latter shall be set each year by the Board of Directors.

Section 2              PAYMENT OF DUES

              Dues for members shall be payable upon notification of approval of the membership application and annually thereafter. 

Section 3              DEFAULT AND TERMINATION OF MEMBERSHIP

              When any member shall default in the payment of dues for a period of more than three (3) months from the date on which such dues become payable, his/her membership may thereupon be terminated by the Board of Directors.

ARTICLE IX
Amendments

Section 1              AMENDMENTS

These bylaws may be altered, amended, or repealed, and new and other bylaws may be adopted by resolution or resolutions duly adopted by a majority of the Board of Directors present and submitted to and duly adopted by either;

  1. a simple majority vote of members responding to an online or emailed ballot, or
  2. an affirmative vote by a simple majority of the eligible voting members present at any meeting of the Chapter

Section 2              INTERPRETATION OF BYLAWS

The Board of Directors shall be the final authority for the interpretation of the bylaws.

ARTICLE X
Dissolution

Section 1              DISSOLUTION OF THE CHAPTER

              In the event of dissolution of the Chapter, all assets and records of the Chapter will be transferred promptly to SIM International.   In the event the Chapter disassociates with SIM International, all records and assets shall remain with newly formed organization.

ARTICLE XI
Indemnification of Officers and Directors

Section 1              POWER TO INDEMNIFY

  The Chapter shall have the power to indemnify any person who is or was a director, officer, incorporator, employee or agent of the Chapter, or who is or was serving at the request of the Chapter as a director, officer, incorporator, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by law.

Section 2              LIABILITY INSURANCE

   The SIM National may purchase and maintain insurance on behalf of any person who is or was a director, officer, incorporator, employee or agent of the Chapter, or who is or was serving at the request of the Chapter as a director officer, incorporator, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against such liability asserted against him or her and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Chapter would have the power to indemnify such person against such liability.