Central Iowa Compensation & Benefits Network
Constitution and Bylaws
Article I - Name
This organization shall be known as the Central Iowa Compensation & Benefits Network, also referred to herein as CICBN.
Article II - Mission
CICBN is committed to providing a professional medium for the exchange of best industry practices, ideas and trends; to promoting the compensation and benefits field; and to enhancing the educational and professional development of its members throughout the central Iowa area.
Article III- Non-Profit Nature
No part of the net earnings of CICBN shall inure to the benefit of or be distributable to its directors, officers or other private persons, except that CICBN shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the mission of CICBN. No substantial part of the activities of CICBN shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and CICBN shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these Bylaws, CICBN shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
Article IV - Affiliations
CICBN shall be and is hereby affiliated with the World at Work organization (an Arizona-based, not-for-profit organization) as part of the local Affiliate Partner Network; provided, however, such affiliation shall only be on the terms and conditions agreed upon in writing by CICBN and World at Work and (1) World at Work shall have no governance authority or other authority regarding CICBN and (2) World at Work shall have no ownership interest in any of CICBN’s assets.
Article V - Offices
CICBN may have offices either within or without the State of Iowa , as the Board of Directors may from time to time determine or as shall be necessary or appropriate for the conduct of the affairs of CICBN. The registered office of CICBN required by Iowa law to be office in the State of Iowa, and the address of the registered office may be changed from
time to time by the Board of Directors.
Article VI - Membership
CICBN shall have members. Membership is open to practitioners in the compensation, benefits, HR or related fields who are actively involved in consulting, designing, establishing, executing, administering and managing compensation and benefits, are accredited through the World at Work organization, or have a general interest in compensation and benefits. Membership in CICBN will not be denied on the basis of ethnicity, citizenship, age, marital status, creed, sexual orientation or any other characteristic protected by law. Application for membership shall be made to any member of the Board or through any other method designated by the Board. Membership in CICBN is not transferable or assignable. Any member may resign by filing a written resignation with any member of the Board.
Article VII - Membership Dues and Fees
Membership dues may be required. All monies collected for dues, seminars, certification courses, etc. shall be used to defray the expenses of providing said seminars, courses and other functions benefiting the membership.
Article VIII - Meetings of Members
An annual meeting of the members shall be held each year on such day during the year and at such time and place as shall be fixed from time to time by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting. Special meetings of the members may be called by the President or Board of Directors at any place designated by the President or the Board. Each member shall be entitled to one vote on each matter submitted to a vote of the members. A majority of the members shall constitute a quorum.
Article IX - Board of Directors
The governing body of the CICBN shall be the Board of Directors. The Board of Directors shall consist of not less than three (3) or more than seven (7) directors. Each director shall be a member of CICBN and World at Work. The Board shall, among other things, determine policies and procedures for CICBN, adopt rules and regulations for the conduct of its business, and manage its funds.
Members of the Board shall receive no monetary compensation for their services as Board members. However, Board members may be paid fees and other compensation for serving as a speaker, panel member or similar function at a conference or seminar if they are clearly identified either as professional speakers, consultants or certification exam proctors. Members of the Board may also be reimbursed for actual expenses incurred while attending WorldatWork or Affiliate Partner network conferences. The Board may appoint legal counsel and auditors to act on behalf of CICBN.
Each Board member shall hold office for the terms so elected until the next succeeding annual meeting of the members and until their successor shall have been elected and qualified, or until their death, resignation or removal.
Article X - Officers
The officers of CICBN shall be a President, a President-Elect, a Treasurer, a Secretary, a Program Director and a Membership Director. Such other officers and assistant officers as may be deemed necessary may be elected by the Board of Directors and shall have the authority and perform the duties prescribed from time to time by the Board of Directors. The election of officers shall be determined annually by a majority vote of the Board of Directors, voting in person or by email.
The President is the principal officer of the organization with a minimum term of two years commitment in the role is required. Subject to the direction and control of the Board, the President shall see that the resolutions and directives of the Board are carried into effect, and, in general, shall discharge all duties incident to the office of President and as prescribed by the Board. The President shall preside at all meetings of the Board of Directors and at all meetings of the membership, except in those instances in which the authority to execute is expressly delegated to another Officer/Director of the organization. The President may execute for the organization all contracts, deeds, conveyances, mortgages, bonds, and other instruments in writing that may be required or authorized by the Board of Directors. Subject to Board approval, the President shall appoint members to standing committees, establish and appoint members to other committees. The President will be a voting ex-officio member of all Board committees.
The President provides leadership to the Affiliate consistent with World at Work policy, strategies and objectives serving as a liaison between CICBN membership and World atWork to effectively operation the association so that the needs of the members are met. This includes but is not limited to coordinating course offerings for members, providing updates to the Board on World at Work related issues, providing World at Work publications and educational materials to the membership and attending the annual National World at Work as a representative of CICBN. He or she may from time to time delegate this work to other members of the CICBN Board of Directors or Officers or other persons as they so choose.
The President-Elect shall serve for a minimum term of two years. The President-Elect assists the President in overseeing all Affiliate activities. In the absence of the President, the President-Elect performs all the presidential responsibilities. In the case of a vacancy in the office of President during a term, the President-Elect shall serve as President for the remaining portion of the term.
The Treasurer shall serve for a minimum term of two years. The Treasurer is responsible for preparation of the proposed annual budget and shall keep (or cause to be kept) records belonging to CICBN. The Treasurer will present to the membership and to the Board of Directors at their respective annual meetings a report of the finances of CICBN and will from time to time make such other reports to the Board of Directors as it may require. . The Treasurer shall perform other duties and exercise such powers as the President may assign. The Treasurer shall attend all Board meetings.
The Secretary –shall serve a minimum term of two years c. The Secretary attends all Board meetings. The Secretary is responsible for keeping the organization's records and shall keep (or cause to be kept) the minutes of all meetings of the Board of Directors and membership. The Secretary shall give or cause to be given all notices of the meetings of the Board of Directors and other notices required by law or by these Bylaws. The Secretary shall be responsible for the keeping of all books, correspondence, committee minutes and papers relating to the business of CICBN, except those of the Treasurer.
The Program Director shall serve a minimum term of two years commitment The Program Director attends all Board meetings and serves as the chairperson of the Program Committee. The Program Director plans regularly scheduled meetings; arranges for speakers, meeting locations; and surveys CICBN membership for desired topics. The Program Director will regularly seek membership input on programs of specific interest to provide value to members. He or she may from time to time delegate this work to members of the Program Committee and or collaborate with members of the CICBN Board or other officers as appropriate to accomplish program goals.
The Membership Director shall serve a minimum term of two years. The Membership Director attends all Board meetings and coordinates most aspects of communicating with CICBN members. The Membership Director is esponsible for the oversight of the development, planning and management of membership initiatives, including membership applications process and member retention and recruitment efforts. The Membership Director works closely with the Program Director and the Board of Directors to update website content and ensure all communications are timely, accurate and of professional quality. The Membership Director works closely with website hosting vendor to ensure content and communication are properly managed, maintained and protected.
Article XI - Board Meetings
The Board of Directors shall meet as many times per year as deemed necessary to conduct the business of CICBN, however the Board of Directors shall meet at least once per year. Minutes of these meetings shall be distributed to the Board of Directors and made available to the members upon request.
A majority of the Board shall constitute a quorum. Any action which may be taken at a meeting of the directors (virtual or in person) may be taken without a meeting if written consent setting forth the action so taken is signed by all directors entitled to vote on the subject matter; voting may take place via email correspondence subject to the requirements set forth in this paragraph and Iowa Code section 504.822.
Article XII - Limitation of Liabilities And Indemnification
Nothing herein shall constitute members as partners for any purpose. No Member, Officer, Director, agent or employee of CICBN shall be liable for their acts or failures to act under these Bylaws, excepting only acts or omissions to act arising out of their willful malfeasance, misfeasance or nonfeasance.
Officers and Directors of the Association shall be reimbursed against the reasonable expenses actually and necessarily incurred in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of having been Officers or Directors or former Officers or Directors shall be adjudged in such actions, suits or proceedings to be liable for gross negligence or misconduct in the performance of duty, and to such matters as shall be settled by agreement predicated on the existence of such liability.
The Board is authorized to acquire and maintain Insurance that provides liability coverage for Officers and Directors.
Article XIII - Fiscal Year
The fiscal year of CICBN shall begin on the first day of January in each year and shall end on the thirty-first day of the following December.
Article XIV- Corporate Seal
CICBN shall have no seal.
Article XV- Amendments
The Board of Directors establishes these Bylaws for the orderly conduct of CICBN business. It is the duty and responsibility of the Board of Directors to formulate new and modify existing CICBN Bylaws as required to meet changing conditions. Any or all of the Bylaws shall be subject to amendment, alteration or repeal in whole or in part or new Bylaws as may be adopted by the affirmative vote of the majority of the Board of Directors at any regular or special meeting of the Board; provided, however, that notice of intention to make, amend or repeal the Bylaws in whole or in part, or to adopt new Bylaws shall have been given in the notice of such meeting; provided as always that no such notice shall be required to have been given, if all directors then in office shall unanimously vote in favor of any such amendment, alteration or repeal.
Article XVI - Dissolution of the Association
CICBN shall use its funds only to accomplish the objectives and purposes specified in these Bylaws. No part of said funds shall inure or be distributed to members of CICBN. On dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purpose.
