Bylaws of IODA The International Organization Development Association
Updated as of January 2020
Article I – Name
The name of the corporation is the International Organization Development Association, also known as “IODA.”
Article II – Purposes
The corporation is organized and operated under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Revenue law) primarily to conduct and support international organization development. The corporation shall seek to achieve its objectives by pursuing such activities which include but are not limited to:
- Encouraging the development of students, professionals and other persons interested in organization development and related interdisciplinary fields.
- Providing forums by sponsoring international meetings; exchanges of scientific papers, methodologies, processes and techniques; and encouraging the exchange and education of students, professors, consultants and other personnel involved in the support and development of international organization development practices.
- Fostering a closer collaboration between countries of the world in order to develop means for better international understanding and the advancement of human beings in all parts of the world.
- Respecting and fostering the respect of cultures while contributing to the advancement of the international organization development and related interdisciplinary fields.
- Serving as an information network with respect to organization development and related social sciences as well as publishing and distributing newsletters, reports and studies relating to international organization development and related interdisciplinary fields.
- Raising funds for fellowships, professional exchanges, travel and research to further the educational professional development of persons involved in international organization development and related interdisciplinary fields.
This corporation shall have and exercise all powers necessary to conduct any and all of the purposes herein and to conduct any and all activities for which it is organized.
Article III – Prohibited Activities
No part of the net earnings of the corporation shall inure to the benefit of or to be distributed to its members, Executive Committee Members or other private persons, except that the Executive Committee and its designated agents shall be authorized and pay reasonable compensation for services rendered to and for the corporation. Except as provided in Section 501 (h) of the Internal Revenue Service code, no substantial part of the activities of the corporation shall be to carry on propaganda, or otherwise to influence legislation, and the corporation may not participate in or otherwise intervene in (including the publication and distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of the Bylaws or Articles of Incorporation or any pertinent provision of the laws of the District of Columbia, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from the federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States law).
Article IV – Seal
The corporate seal of the corporation shall be circular in form and shall have inscribed thereon the name of the name of the organization, the year of its organization and words “Corporate Seal, District of Columbia”. By resolution by the Executive Committee, the corporation may alter said seal at its pleasure. The seal may be used by causing it, or a copy thereof, to be impressed on, reproduced or otherwise affixed to any document or paper requiring its affixation, after due authorization from the Executive Committee.
Article V – Offices
The principle offices of the corporation shall be located in such place as the Executive Committee shall from time to time designate. The corporation may maintain additional offices at such other places as the Executive Committee designates.
Article VI – Membership
- Classes – There shall be one class of members. All members shall have equal voting rights.
- Eligibility – Admission to membership shall be open to any and all legal and natural persons who make application thereof according to a process published by the Executive Committee and subject to approval by the Executive Committee at its discretion. Membership is not transferable and does not entitle a member to any property rights over any of the assets of the corporation.
- Membership fees – Annual membership fees may be assessed and fixed by resolution of the Executive Committee and adjusted as necessary from time to time.
- Termination of Membership – Any member who fails to remedy a breach of the Articles of Incorporation or of these Bylaws within 60 days of being so notified shall forfeit all rights to membership. Any member of the corporation may resign at any time delivering a written message to the corporation. Such resignation is effective upon its receipt by the corporation.
- Venue of Meetings – Meetings of the members of the corporation may be held within or outside the District of Columbia or electronically.
- Annual Meeting – An annual meeting of the members of the corporation shall be held each year. The annual meeting shall be held on a date and at a time specified in the notice for the meeting. The date and place of the meeting shall be established by the Executive Committee.
- Special Meetings – Special meetings of the members of the corporation may be called by the President or a majority of the Executive Committee.
- Quorum – Ten members or 10% of the members, whichever is fewer, shall constitute a quorum.
- Voting – All matters shall be decided by a vote of a majority of the voting members present at the meeting for which there is a quorum.
- Proxies – Members may vote in person or by proxy in writing by the absent member. No proxy shall be valid for a period of more than one (1) month. Absent members voting by valid proxy shall be considered present.
- Powers – The powers of the members shall not extend beyond those expressly provided in these Bylaws; however, nothing in these Bylaws limits those member powers which Nonprofit Corporations are required to recognize and cannot limit under applicable District of Columbia law.
Article VII – Board of Directors – a/k/a Executive Committee
- The Board of Directors as the Executive Committee – The Board of Directors acts both as a Board and as an Executive Committee for the corporation and therefore is referred to hereinafter in these Bylaws as the Executive Committee. Also, the members of the Board of Directors – that is, the Directors of the corporation – are referred to in these Bylaws as Executive Committee Members
- General Powers – The business and affairs of the corporation shall be managed by its Executive Committee, which may exercise all powers of the corporation and perform lawful acts and things which are not by law, the Articles of Incorporation, or these Bylaws directed or required to be reserved for the members.
- Eligibility, Number and Term of Executive Committee Members – All Executive Committee Members must be members of the corporation. The Executive Committee shall be composed of at least 3 persons and may be increased by a vote of the membership at any time to include a total of 11 members of the corporation, including the officers ex-officio. The term of the office of an Executive Committee Member elected by membership shall be three years, with potential reelection for one additional subsequent term.
- Election of Executive Committee Members – Except as otherwise provided in these Bylaws, Executive Committee Members shall be elected by the membership at its annual meeting or by electronic voting procedures as established by the Executive Committee, with proper notice as articulated in these Bylaws.
- Vacancies – A vacancy in the Executive Committee may be filled by a majority vote of the remaining Executive Committee Members. The term of the Executive Committee Member elected to fill a vacancy shall run until an election to fill the vacancy or for a maximum of 12 months, whichever is sooner. If there are no Executive Committee Members in office, or should the number of Executive Committee Members shall fall below three, any officer or member may call a special meeting of the members of the corporation in accordance with provision of the Articles of Incorporation or these Bylaws. At the meeting, the vacancies shall be filled by a majority vote of the members present.
- Removal – Before any Executive Committee Member may be removed, written charges specifying the alleged cause for removal shall be filed with the Secretary, and a copy thereof served upon the accused who shall have the opportunity, at a special meeting of the members duly called, to be heard on the subject charges. At that special meeting, the affirmative vote of at least two-thirds of the members voting shall be necessary to remove an Executive Committee Member. We
- Resignation – Any Executive Committee Member may resign at anytime by giving written notice to the Executive Committee, the President or Secretary of the corporation. Unless otherwise specified in such written notice, the resignation shall be effective upon delivery to the Executive Committee or the designated officer.
- Place of Meeting – All meetings of the Executive Committee shall be held either at the office of the corporation in the city of Washington, District of Columbia, or at such other place as the Executive Committee shall from time to time order or direct, including via electronic communication methods.
- Regular Meetings – A minimum of one meeting of the Executive Committee shall take place each year. Meetings may occur at any time or place, face to face or virtually through teleconferencing facilities, as determined by the Executive Committee, with or without notice to the membership.
- Special Meetings – Special meetings of the Executive Committee shall be held at any time upon the call of the President or of any Executive Committee member, with appropriate written notice to all Executive Committee members. Such notice may be by email, messaging or chat, provided it is reasonably deemed to be effective.
- Quorum Adjournments – At all meetings of the Executive Committee, a majority of the number of Executive Committee Members then in office and actually present shall constitute a quorum for the transaction of business. In the absence of any provision to the contrary contained in the statutes of the District of Columbia or the Articles of Incorporation or these Bylaws, resolutions approved by the majority of those present at a meeting at which a quorum is present shall be the acts of the corporation. If a quorum is not present at any meeting of the Executive Committee, the Executive Committee Members may adjourn the meeting until a quorum is present.
- Action by Consent – Any action required or permitted to be taken at any Executive Committee meeting may be taken without a meeting if a written consent for such action is provided by all members of the Executive Committee by mail or electronically and such written consent is filed with the minutes of the proceedings of the Executive Committee.
- Meetings by Electronic Communication – The Executive Committee may meet by means of conference call, internet connection or any similar communications technology through which all Executive Committee Members participating in the meeting can speak and hear each other at the same time. Participation by such means shall constitute presence at such meetings.
- Proxies – Proxies may not be used or otherwise considered at meetings of the Executive Committee.
Article VIII – Committees
- Other Committees – The Executive Committee may appoint other such other committees it deems advisable and with such functions and duties as it shall prescribe.
- Vacancies on Other Committees – The Executive Committee shall have the power to fill vacancies in any of the other committees it forms.
- Decisions of by Consent Without a Meeting – Any Committee, including the Executive Committee, may take a decision without a meeting by way of a written consent to the decision by all its members, provided such decision is recorded in the minutes of the Committee’s next meeting.
- Virtual Meetings by Teleconferencing – Any Committee may meet by means of conference call, internet connection or any similar communications technology through which all Committee Members participating in the meeting can speak and hear each other at the same time. Participation by such means shall constitute presence at such meetings for purposes of establishing a quorum and voting.
Article IX – Notice
- Form and Delivery – When required by the law, the Articles of Incorporation or these Bylaws, notice may be given to Executive Committee Members and members in writing by physical mail or electronic mail to her/his address as it appears in the records of the corporation. Such notice shall be deemed to be given at the time it is sent via United States mail or email. Notice may also be given personally, by telephone or by telegram.
- Waiver – Whenever any notice is required to be given under the provisions of any statute or the Articles of Incorporation or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Any member who attends a meeting of the Executive Committee, a committee meeting or an annual meeting, or is represented to such meeting by proxy, without protesting at the commencement of the meeting the lack of notice, shall be conclusively deemed to have waived notice of such meeting.
Article X – Officers
- Designation – The President and any Vice Presidents shall be chosen from among the members by general election. The Executive Committee shall appoint a Treasurer and Secretary from among the members.
- Powers – The officers of the corporation shall have such power and duties as generally pertain to their respective officers as well as power and duties designated to them from time to time by the Executive Committee.
- Eligibility to Hold More Than One Office – Any number of offices except those of President and Secretary may be held by the same person, unless prohibited by the Articles of Incorporation or these Bylaws.
- Execution of Documents by Persons with Multiple Offices – No person shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Articles of Incorporation or these Bylaws to be executed, acknowledged or verified by two or more officers.
- Term of Office – The officers shall hold office for a term of no more than three years commencing on the date and time of their election and ending at such time as they are otherwise separated from office.
- Removal – Any officer may be removed at any time by the affirmative vote of a majority of the Executive Committee Members then in office, when, in their judgment, the best interest of the corporation will be served by such action. An officer shall also cease to serve as such and his/her office shall be deemed vacant when he/she ceases to be an Executive Committee Member. Any vacancy occurring in any office of the corporation may be filled for the unexpired portion of the term.
- Resignations – Any officer may resign at any time by delivering a written resignation to the Executive Committee, the President or the Secretary of the corporation. Such resignation shall be effective upon delivery.
- The President – The President shall be the chief executive officer of the corporation. S/he shall have general charge of the business, affairs and property of the corporation and shall have general supervision over its officers and agents. S/he shall perform all duties incident to the office of President and shall see that all resolutions of the Executive Committee are carried into effect. The President shall use her/his discretion in determining the activities that will further the purposes of the corporation. S/he shall preside at all meetings of the Executive Committee, and her/his supervision over the affairs of the corporation shall be subject to the review of the Executive Committee, which may by majority vote, overrule her/his decision. The President shall also submit an annual report of the operations of the corporation to the Executive Committee at its annual meeting.
- The Vice President(s) – The Vice President(s), if any, shall, in the absence of the President, or in the event of her/his disability, perform the duties and exercise the powers of the President and shall generally assist the President and perform such other duties as from time to time may be assigned by the President.
- The Secretary – The Secretary shall give, or cause to be given, notice of meetings of members to the Executive Committee and the Executive Committee. S/he shall keep, or cause to be kept, record of the membership of the Corporation and minutes of meetings of the members, Executive Committee and the Executive Committee. S/he shall send, or cause to be sent, copies of the minutes of all meetings to the Executive Committee. S/he shall maintain, or cause to be maintained, the books, reports, statements and all other documents required by law. S/he shall perform such other duties as may be assigned to her/him from time to time to the President.
- The Treasurer – The Treasurer shall have custody of the corporate funds and other valuable effects, shall keep funds and accurate accounts of receipts and disbursement in books belonging to the corporation and shall deposit, or cause to be deposited, all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Executive Committee. S/he shall disburse, or cause to be dispersed, the funds of the corporation in accordance with the policies of the corporation. S/he shall render, or cause to be rendered, to the President whenever s/he may require it an account of transactions and of the financial conditions of the corporation. At the annual meeting of the Executive Committee, the Treasurer of the corporation shall present to the Executive Committee a report showing the whole amount of real and personal property owned by the corporation, where located and where and how invested, the amount and nature of the property acquired during the calendar year immediately preceding the date of the report, and the manner of the acquisition thereof, the amount applied, appropriated or expanded during the year immediately preceding such date and the purposes and objects for which such applications, appropriations or expenditures have been made. Such report shall be filed with records of the corporation and an abstract thereof entered into the minutes of the proceedings of the annual meeting.
Article XI – Corporate Finances
- Deposit of Funds – All funds of the corporation not otherwise employed shall be deposited in such banks or trust companies as the Executive Committee may determine.
- Checks – All checks, drafts, notes and evidence of indebtedness of the corporation shall be signed by the President or at least one other officer of the corporation as the Executive Committee from time to time may determine.
- Membership Fees – The Executive Committee may determine any membership fees or other assessments imposed upon members of the corporation.
- Fiscal Year – The fiscal year of the corporation shall commence on the first day January of each year.
- Audits – To the extent required to comply with applicable law and donor requirements, the Executive Committee shall periodically contract with a competent independent auditing firm to audit the financial operations and records of the corporation.
Article XII – Compensation and Conflict of Interest
- Compensation – Any member, Executive Committee Member or officer of the corporation is authorized to receive reasonable compensation from the corporation for services rendered to the corporation, when authorized by the Executive Committee. No member or Executive Committee Member of the corporation may receive compensation merely by acting as a member or Executive Committee Member.
- Contracts with Members, Executive Committee Members and Officers – No member, Executive Committee Member or officer of the corporation shall be interested, directly or indirectly, in any contract relating to the operations conducted by it, nor in any contract for furnishing services or supplies to it, unless such contract shall be authorized by the Executive Committee and unless the fact of interest shall have been disclosed or known to the Executive Committee at the meeting at which such contract is so authorized.
Article XIII – Amendments
- Bylaws – The Executive Committee shall have the power to make, alter and repeal these Bylaws and to adopt new Bylaws by an affirmative vote of the majority of the entire Executive Committee, provided that such notice of the proposal to make, alter or repeal these Bylaws, or to adopt new Bylaws, was included to the notice of the meeting of the Executive Committee at which such action shall take place.
- Articles of Incorporation – Amendments to the Articles of Incorporation shall be made in the following manner: the Executive Committee shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a meeting of members. Notice as described herein shall be given to all members, setting forth the proposed amendment or a summary of the proposed changes. The proposed amendment shall be adopted upon receiving the affirmative vote of at least 2/3 of the voting members present or represented by proxy at such meeting.
Updated as of January 2020
 See Article VII(1) on Board of Directors