BYLAWS
IDAHO-OREGON-UTAH DIVISION
INTERNATIONAL ASSOCIATION OF ADMINISTRATIVE
PROFESSIONALS
As Amended May 18, 2013
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ARTICLE I – NAME
The name of this division shall be Idaho-Oregon-Utah Division of the International Association of
Administrative Professionals® (IAAP). The division chartered on May 16, 1998 and the Charter number is
3-30-000.
ARTICLE II – MEMBERSHIP AND DUES
Section 1. Classifications. There shall be four classifications of membership as provided in the
International Bylaws, Article VI.
Section 2. Dues. Annual dues for this Division shall be:
Professional Member
$20.00
Professional-Merited Member
$13.00
Student Member
$ 8.00
Associate Member
*Amount set by the International board of directors.
*No other dues may be charged by the Division.
Section 3. New Chapters. At the discretion of the executive board, division dues may be waived for
new members of a new chapter during the fiscal year of its installation.
ARTICLE III - OFFICERS, QUALIFICATIONS, NOMINATION AND ELECTION, TERM AND DUTIES
Section 1. Officers. The division officers shall be a president, a president-elect, a secretary and a
treasurer, which shall constitute the executive board.
Section 2. Qualifications.
A. A candidate for office shall have been a professional member of the division for at least two years
prior to the time of nomination and shall preferably have served as a chapter officer or member of an
international or division committee.
B. A candidate for the office of president or president-elect shall preferably have served as an officer of
this division for at least one term, or as a chapter president, prior to the time of election.
C. No member shall hold office in any chapter while serving as a division officer except to allow for
normal overlap in difference of installation time. No member shall hold more than one division office
at a time. No member shall serve on an international committee while serving as a division officer.
Section 3. Nomination and Election.
A. Any chapter, by vote of its membership, may nominate one but no more than two of its professional
members as a candidate for a division office.
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B. Division members-at-large desiring to be candidates for division office shall forward to the chair of the
Committee on Nominations, through the division president, a completed Division Officer Candidate
Resume Form.
C. A Chapter may nominate one of its Professional members from the floor at the Annual Meeting,
provided the member has consented to serve if elected and provided that the qualifications and
supporting documents have been submitted through the Committee on Nominations, to ensure the
candidate meets all qualifications, prior to the nomination being made. Nominations from the floor
must receive two seconds, one of which must come from another delegate who is not a division
officer.
D. Officers shall be elected by a majority vote at the Annual Meeting except in the event of a vacancy in
the office of president-elect when Article III, Section 5, paragraph B will govern. One but not more
than two officer(s) shall be elected from the same chapter or from amongst division members-atlarge.
E. Officers shall be elected by ballot at the Annual Meeting. When there is only one candidate for office,
the officers may be elected viva voce (voice vote). In the event that no nominee receives a majority
vote on the first ballot, all but the two highest for such office shall be eliminated and the balloting
continued. If the vote is tied after the third ballot, the election shall be decided by lot.
F. Any chapter who has the privilege of voting for the election of officers, and who cannot attend the
Annual Meeting, shall have the right to vote. The signed ballot by mail or fax must be received by the
chair, Committee on Nominations, five (5) calendar days prior to the start of the Annual Meeting.
G. Balloting for each office shall take place immediately following nominations from the floor for that
office. The ballots shall be counted and the result announced before the next office to be voted on is
opened to nominations from the floor.
Section 4. Duties. Division officers shall be obligated to uphold and represent the interests of IAAP and
the profession as a whole. Division officers shall perform the duties prescribed by these bylaws and by
the parliamentary authority adopted by IAAP (current edition of Roberts Rules of Order).
A. The president shall:
1. Serve as the presiding officer at division meetings, executive board meetings, or meetings of the
board of directors.
2. Subject to the approval of the executive board, appoint the chair of all committees, as follows:
a.
b.
c.
d.
e.
f.
g.
h.
Audit Committee
Historian
Internet Services Coordinator
Membership Coordinator
Parliamentary Advisor
Retirement Trust Foundation Representative
Tri-State Newsletter Editor
Other ad hoc positions as deemed necessary
3. Call meetings of the division board of directors and executive board whenever such meetings are
necessary.
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4. Be a member ex-officio of all committees except the Committee on Nominations.
5. Sign checks drawn on division funds as required and be bonded with premiums paid from division
funds.
6. Keep the district director and the division president-elect fully informed on all division matters.
B. The president-elect shall:
1. Assist the president in the performance of the duties of that office and assume the duties and
powers of the president in the absence of the president.
2. Succeed automatically to the office of president at the conclusion of the term as president-elect.
3. In concert with the treasurer, prepare an annual budget which shall be distributed to the board of
directors thirty (30) days prior to the Annual Meeting to be presented for adoption at such Annual
Meeting with approval no later than the Spring Meeting.
4. Perform such other duties as may be assigned by the executive board.
C. The secretary shall:
1. Keep an accurate and complete record of all division board of directors and executive board
meetings and promptly furnish a copy of all minutes to the respective bodies.
2. Keep a detailed record of the board of directors’ and executive board decisions voted on between
meetings and make a report at the next board meeting.
3. Give written notice of the Annual Meeting as required in Article VII, Section 2 and special
meetings as required in Article VII, Section 5.
4. Attest all documents required for execution by the president.
5. Conduct general correspondence of this division under the supervision of the executive board.
6. Perform such other duties as may be assigned by the executive board.
D. The treasurer shall:
1. Be responsible for all funds of the division and keep complete and accurate records of its financial
affairs. No disbursements shall be made by cash.
2. Submit a quarterly financial report to the board of directors.
3. Keep a complete and accurate record of division chapter membership and members-at-large.
4. In concert with the president-elect, prepare an annual budget which shall be distributed to the
board of directors thirty (30) days prior to the Annual Meeting to be presented for adoption at
such Annual Meeting with approval no later than the Spring Meeting.
5. Sign checks drawn on division funds as required and be bonded with premiums paid from division
funds.
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6. Perform such other duties as may be assigned by the executive board.
Section 5. Vacancy.
A. In the event of a vacancy in the office of president, the president-elect shall succeed to the office for
the unexpired term and shall continue in the office of president for the following year.
B. In the event of a vacancy in the office of president-elect for any reason, the board of directors and all
division members-at-large will be immediately informed and nominations for the office of presidentelect will be received by the Committee on Nominations Chair within ten (10) days. A notice of the
slate of candidates, including bio, will be sent to the executive board, chapter presidents, and an
elected delegate of the Members-at-Large, who will then cast their ballot via e-mail. The newlyelected president-elect will assume office immediately and then succeed to the office of president at
the end of the term of president-elect.
C. A vacancy in any other office or committee chair shall be filled for the unexpired term following
appointment by the executive board and with approval of the board of directors.
D. Any officer unable to perform the duties of the office for any reason whatsoever for a period of sixty
(60) days shall submit a resignation in writing to the executive board.
Section 6. Transfer of Records.
A. All outgoing officers, with the exception of the treasurer, shall at the Annual Meeting transfer to the
incoming officers the records in their custody for the current fiscal year, which are necessary for the
continuity of the work of the division.
B. All records pertaining to any office are the property of IAAP and must be transferred as directed by
the executive board within thirty (30) days by the person vacating the office.
ARTICLE IV- BOARD OF DIRECTORS
Section 1. Composition. The board of directors shall be composed of the elected officers of this
division and the chapter presidents.
Section 2. Duties.
A. The board of directors may transact business in person, by postal mail, courier service, electronic
communications, or by conference call.
B. The board of directors may, by three-fourths vote of its membership, remove any division officer or
committee chair for misconduct or nonfeasance. Before such an action, the officer in question should
be given reasonable notice and opportunity to be heard. The board of directors shall request the
resignation of such officer from the respective office. If such resignation is not received by the board
of directors within thirty (30) days, the board of directors is empowered to and shall thereupon declare
such office vacant, and such office shall be filled in accordance with the provisions in Article III,
Section 5 paragraph C.
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C. The board of directors may authorize and request chapter visitations by an officer(s), committee
chairs, or other members. Expenses of any such requested additional visitations shall be paid for by
the division, insofar as funds are available.
D. The board of directors shall:
1. Approve the annual operating budget of the division.
2. Authorize necessary expenses when such expenses are not included in the current approved
fiscal budget.
Section 3. Meetings.
A. The board of directors shall meet at Annual Meeting each year. The Spring Meeting shall be held
following adjournment of the Annual Meeting.
B. Interim meetings shall be at the call of the president or at the call of a majority of the board of
directors.
C. If a chapter president is unable to attend a division board of directors meeting, the chapter may send
an alternate representative.
Section 4. Quorum. The quorum for any meeting of the board of directors shall be a majority.
ARTICLE V – EXECUTIVE BOARD
Section 1. The executive board shall be composed of the elected officers of the division.
Section 2. The executive board shall:
A. Have the authority to approve appointments made by the president.
B. Have the privilege of a committee in making recommendations for action by the board of directors.
C. Meet upon call of the president.
D. Delegate the duties of any officer who is absent or disabled for a period of sixty (60) days to any
officer currently serving the division.
ARTICLE VI – COMMITTEES
Section 1. Standing Committees. Standing committees shall be composed of a chair and any number
of members. Appointments shall be for one year and coincide with the fiscal year. Members shall be
appointed by the committee chair.
Section 2. Duties. Standing committees and their duties are as follows:
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A. Annual Meeting Committee. In concert with the division president and president-elect, the Annual
Meeting Committee shall plan the Division Annual Meeting and the subsequent Spring Meeting. Final
approval for all plans rests with the president.
B. The Bylaws and Standing Rules Committee:
1. Shall maintain conformity in the Division Bylaws and Standing Rules with the International Bylaws
and Standing Rules.
2. Shall notify the board of directors and division members-at-large by November 15 of the
January 15 deadline for submitting proposed amendments to these bylaws and standing rules.
3. May propose amendments and resolutions.
4. May edit proposed amendments to the bylaws and standing rules of this division as necessary to
ensure clarity and conformance and shall submit them and the reasons for the recommendations
to the board of directors, the chapters and the division members-at-large by March 15.
5. Shall submit Division Bylaws and Standing Rules and/or amendments to the district
representative and the chair of the International Bylaws and Standing Rules Committee to review
for compliance as amended or at least every four years.
6. Shall review for compliance chapter bylaws and standing rules as amended or at least every four
years.
7. Shall furnish one copy of these bylaws and standing rules to each division officer, to each chapter
president in the division, and to division members-at-large within thirty (30) days of approval by
the International Bylaws and Standing Rules Committee.
8. Shall assist the board of directors in preparing and submitting amendments to the International
Bylaws and Standing Rules and Resolutions to the International Bylaws and Standing Rules
Committee on behalf of the division.
C. The Committee on Nominations:
1. By January 15 shall notify all board of directors and division members-at-large that names and
qualifications of candidates for division office must be submitted no later than March 15.
2. Shall review the qualifications of all candidates for office.
3. Shall notify the division officers, board of directors, and division members-at-large of the names
and qualifications of all candidates for each division office by April 1.
D. The Financial Resources Committee shall:
1. Increase the funds of the division treasury; be responsible for proposing and planning fund-raising
projects with the approval of the executive board and with the assistance of the board of
directors.
2. Maintain an inventory of division fund-raising items.
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3. Keep a record of funds earned.
Section 3. Special Committees. Special committees shall be composed of a chair appointed by the
division president with the approval of the executive board. The chair may appoint members as required.
Section 4. Assignments. Standing and special committee chairs shall be appointed by the division
president.
Section 5. Responsibility. All committees shall be directly responsible to the executive board, with the
exception of the Committee on Nominations, shall submit all plans, prior to execution, to the executive
board for approval.
Section 6. Vacancy. In the event of a vacancy in any committee chair position, the president shall
appoint a new chair as outlined in Article III.4.A.2.
Section 7. Transfer of Records.
A. All records pertaining to any office are the property of IAAP and must be transferred as directed by
the executive board no later than July 15, or within thirty (30) days by the person vacating the office.
All records shall be transferred by the least expensive means to the incoming chair.
B. Upon approval of the executive board, the president may declare a committee chair position vacant
because of nonperformance of duties and appoint a successor.
ARTICLE VII – MEETINGS
Section 1. Scheduling.
A. This division shall hold an Annual Meeting in the spring of each year, preferably the third weekend in
May, at a location selected at least one year in advance.
B. If any Annual Meeting cannot be held at the time and place chosen, the executive board shall
designate the time and place at which it shall be held.
Section 2. Notification. The secretary shall notify all division officers, chapter presidents, and division
members-at-large concerning the time and place of each Annual Meeting at least three calendar months
prior to the scheduled meeting date.
Section 3. Representation.
A. The voting power of the members of the division shall be exercised through properly accredited
delegates to the Annual Meeting. Each chapter shall have the right to select from its membership,
one delegate and one alternate. Division officers shall be ex-officio members of the delegate
assembly with full voting privileges.
B. The division members-at-large, assembled preceding the opening of the Annual Meeting shall be
entitled to select a delegate and alternate to represent them at that Annual Meeting.
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C. Any division committee chair, or representative, who is required to make an official report at the
Annual Meeting, shall be a member of the meeting for the purpose of reporting and moving adoption
of such report, but shall not have voting privileges unless a delegate.
Section 4. Business.
A. The delegate and the alternate to the Education Forum and Annual Meeting shall be selected from
the executive board in the following order: president, president-elect, secretary, treasurer or other
designated representative.
B. An annual budget may be adopted at the Annual Meeting, but no later than the Spring Meeting.
Section 5. Special Meetings. Special meetings may be called by the Board of Directors or by one-third
of the Chapters of the Division whenever deemed necessary to the welfare of the Division, provided
notice specifying the principal business of the meeting is given to all members at least 14 days prior to the
date of the Special Meeting.
Section 6. Quorum. A quorum for any Annual Meeting shall be the accredited delegates from a majority
of the chapters (includes the delegate selected from the division members-at-large) within the division
and at least three officers of the division.
ARTICLE VIII – FINANCIAL REVIEW COMMITTEE
Section 1. A financial review shall be made of the division’s financial records by a qualified person or
persons appointed by the executive board. Such review shall be completed by August 15; a written report
covering the review shall be submitted to the board of directors and the records transferred immediately
to the incumbent treasurer.
Section 2. In the event of a vacancy in the office of treasurer, a financial review shall be made of the
division’s financial records by a qualified person or persons appointed by the executive board. Such
financial review shall be completed within fifteen days after receipt of the records; a written report
covering the financial review shall be submitted to the executive board and records shall be transferred as
directed by the executive board.
ARTICLE IX – DISSOLUTION
Section 1. In the event of dissolution, abandonment, or termination of the division, no income,
contribution, or other revenue or funds shall inure to the benefit of any individual or of any group not
affiliated with IAAP, and any and all assets then possessed by the division, after current indebtedness
has been paid, shall go and be delivered forthwith to IAAP to be distributed equally amongst the
Retirement Trust Foundation and the Research and Educational Foundation. In the event that the
dissolution of termination of the division is because of a merger with another division, any and all assets
then possessed by the division, after current indebtedness has been paid, shall go to the new division.
Section 2. All division records and property shall be surrendered to IAAP. In the case of a merger with
another division, all division records and property shall become the property of the new division.
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ARTICLE X – AMENDMENTS
Section 1. Bylaw Amendments. These bylaws may be amended by any of the following methods:
A. At any Annual Meeting by a two-thirds vote, provided copies of the proposed amendments shall have
been mailed in accordance with Article VI.2.B.4 of these bylaws.
B. At any Annual Meeting by a four-fifths vote, provided copies of the proposed amendments shall have
been distributed to the delegates, division officers, and members of the Bylaws and Standing Rules
Committee who are present, at least one session of the meeting prior to taking the vote. By four-fifths
vote at any special meeting, provided wording of the proposed amendment was communicated with
the Notice of Special Meeting.
C. By unanimous vote, if not distributed previously as required in A. or B. above.
Section 2. Standing Rules.
A. Standing rules may be adopted without previous notice by a majority vote at any annual or special
meeting of the Division.
B. Standing rules may be amended or rescinded:
1. By majority vote, provided the proposed amendments shall have been communicated to all board
of directors, executive board, Bylaws and Standing Rules Committee and division members-atlarge at least ten (10) days prior to the vote.
2. By a two-thirds vote, provided copies of the proposed amendments shall have been distributed to
the delegates, division officers and members of the Bylaws and Standing Rules Committee who
are present, at least one meeting of the session prior to taking the vote.
3. By four-fifths vote, if not communicated previously as required in B.1 and B.2 of this section.
Section 3. Corrections. Automatic grammatical, punctuation, and correlation corrections in these
bylaws and standing rules which in no way alter the intent of the respective bylaw, standing rule, or
procedure shall be effected by the Bylaws and Standing Rules Committee, subject to the approval of the
board of directors.
Section 4. Enactment. These Bylaws and Standing Rules or amendments thereto shall become
effective upon adjournment of the meeting at which adopted, unless otherwise specified.
Bylaws Adopted:
Bylaws Revised:
Approved by IB&SRC:
Bylaws Amended:
Approved by IB&SRC:
Bylaws Amended:
Approved by IB&SRC:
Bylaws Amended:
May 16, 1998
May 19, 2001
June 9, 2001
May 20, 2006
June 27, 2005
May 19, 2007
July 25, 2007
May 31, 2008
Bylaws Amended:
Bylaws Amended:
Bylaws Amended:
Reviewed by IB&SRC:
Bylaws Amended:
Bylaws Amended:
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May 16, 2009
May 15, 2010
May 21, 2011
September 29, 2011
May 19, 2012
May 18, 2013