IFMA Bylaws | Article VII Special Interest Groups

Bylaws

ARTICLE VII: SPECIAL INTEREST GROUPS

Section 1.
Purposes
Special Interest Groups (SIG) are Councils, Communities and other groups which may be formed around specific industries, interests, and facility types, providing an opportunity for the exchange of information in areas relating to unique interests of particular segments of the Association membership. SIG formation is at the direction of the Association’s Board of Directors as stated in Article IX, Section 4(d) of these Bylaws.  

Section 2.
Councils

1. Association Councils shall advance IFMA’s mission by providing a forum for members with shared professional and industry or sector-based interests, to exchange knowledge, develop professional practice, and contribute to the discipline of facility management. Councils shall be chartered and shall be affiliated with the Association.  
2. Membership. SIG membership shall be restricted to Association members or members of organizations that the Association has formal written alliances that permit such participation. The SIG may invite non-members to attend SIG meetings and events in accordance with such policies and procedures, if any, adopted by the Association Board of Directors. 
3. Organization. Each Council shall adopt a set of bylaws approved by the Association Board of Directors as provided in the following section. The Association Board may adopt model Council bylaws for the advice of Association members organizing a Council. The Council Bylaws shall provide that the Council: 
   
   1. Will abide by applicable law, the Association's Articles of Incorporation, Constitution, and these Bylaws, and policies and procedures adopted by the Association's Board;
   2. Is organized and operated exclusively for purposes consistent with Section 501 (c) (6) of the United States Internal Revenue Code, 26 U.S.C. § 501 (c) (6) or the corresponding provisions of any successor statute; 
   3. If formed on or after April 3, 2017, is an entity within the Association and all funds received on behalf of the Council will be paid to the Association;
      1. The Association shall remit to each certified Council a portion of dues collected from Council members, in amounts and on terms established by Board policy. Receipt of dues remittances is conditioned on the Council’s certified status and compliance with applicable financial reporting requirements.
   4. If formed before April 3, 2017, is a separate entity and the Association is not financially responsible for it; 
   5. Shall immediately notify IFMA Global staff of the results of Council elections of officers; 
   6. Council delegates shall be selected directly by the Council members or indirectly by officers or a Board of Directors elected by the Council members; and 
   7. Shall furnish all records and reports requested by IFMA Global, including regular reports on the financial condition of the Council. All subsequent changes in the Council bylaws must be approved by the Board of Directors.
   8. Councils may use IFMA name and marks solely for chartered activities in accordance with IFMA IP policies. Any other use requires prior written Association President and Chief Executive Officer approval.
4. Council Formation Requirements after July 15, 2021. To become an Association Council, the organizers of the proposed Council must submit, and the Association Board of Directors must approve:
   
   1. The names of a minimum of twenty-five (25) Association members who are eligible for membership under the proposed Council bylaws; 
   2. The names, addresses, email addresses and telephone numbers of the members who will serve as temporary officers of the Council; and 
   3. A complete set of proposed bylaws.
5. Recertification. Each Council shall submit a request for recertification to the Association’s IFMA Global staff each year by the date established by the IFMA Global staff. The request shall include such information as required by the policies and procedures adopted by the Association's Board of Directors. The Association's Board of Directors shall review the request for recertification and approve or deny the request based upon the professional activity of the Council and its officers. The Board may grant conditional recertification upon such terms and conditions as the Board deems appropriate.  
6. Suspension and Termination. For failure to: 
   
   1. Obtain recertification;
   2. Meet financial obligations; or
   3. Conduct itself according to the Association's Constitution and Bylaws or policies and procedures adopted by the Association's Board of Directors, a Council may be suspended by the Association's Executive Committee or terminated by the Association's Board of Directors. Suspension shall result in: 
      
      1. The immediate cessation by the Council of all activities except such activity as is necessary to maintain the solvent existence of the Council;
      2. Suspension of remittance of dues attributable to the Council by the Association; and 
      3. The suspension of any Council delegates from participation in the House of Delegates. 
      If the Council is suspended, the Association's Board shall consider Council termination at its next meeting. The Association's Board may reverse a suspension by the Association's Executive Committee. If the Association's Board determines that the circumstances listed in this section exist, it may terminate the Council and revoke its charter or choose to continue to recognize the Council as an active component upon such terms and conditions as the Association's Board deems appropriate. 
7. Council Dissolution. In the event that the Board terminates a Council or a Council votes to dissolve voluntarily, the Council shall immediately return its charter to the IFMA Global staff. The Council then shall take all action necessary to dissolve. If the Council is unable to dissolve and liquidate its assets, the Association's President and Chief Executive Officer or the President and Chief Executive Officer's designees shall be deemed the Council's representative and may perform all acts useful and necessary for the dissolution of the Council and the liquidation of its assets. Any properties, funds or moneys, securities or other assets remaining in the treasury of, or held to the account of, or otherwise belonging to the Council shall be disposed of as follows: 
   
   1. All liabilities and obligations of the Council shall be paid and discharged, or adequate provision shall be made by the members of the Council to do so; and   
   2. All remaining assets held by the Council shall be transferred or conveyed, without obligation or restriction, to the Association to be used in whatever manner the Association's President and Chief Executive Officer and Board shall deem appropriate.

Section 3.
Communities and Other Groups

1. Association Communities shall support IFMA’s mission by providing collaborative spaces for members united by common interests, or practice areas to connect, learn, and contribute to the profession. Communities and other groups shall be chartered and shall be affiliated with the Association.  
2. Membership. SIG membership shall be restricted to Association members or members of organizations that the Association has formal written alliances that permit such participation. The SIG may invite non-members to attend SIG meetings and events in accordance with such policies and procedures, if any, adopted by the Association Board of Directors. 
3. Organization. Each Community shall adopt a charter approved by the Association Board of Directors. The charter will include specific directives, roles and responsibilities, Executive Board leadership roles and term limits. The community: 
   
   1. Will abide by applicable law, the Association's Articles of Incorporation, Constitution, and these Bylaws, and policies and procedures adopted by the Association's Board; 
   2. Shall furnish all records and reports requested by IFMA Global staff. 
   3. Is an entity within the Association and all funds received on behalf of the Community will be paid to the Association.
   4. The Community may use IFMA name and marks solely for chartered activities in accordance with IFMA IP policies. Any other use requires prior written Association President and Chief Executive Officer approval. 
4. Formation Requirements. Formation is at the direction of the Association’s Board of Directors.
   1. Names of a minimum of twenty-five (25) Association members intending to participate.
   2. Names and contact information of proposed temporary officers;
   3. A proposed charter. Board may establish additional requirements by policy.
5. Annual recertification submission to IFMA Global staff. Board of Directors reviews and approves, conditionally approves, or denies based on activity and compliance. 
6. Suspension and Termination. For failure to: 
   1. Obtain recertification;  
   2. Meet financial obligations; or
   3. Conduct itself according to the Association's Constitution and Bylaws or policies and procedures adopted by the Association's Board of Directors, a Community may be suspended by the Association's Executive Committee or terminated by the Association's Board of Directors. Suspension shall result in: 
      1. The immediate cessation by the Community of all activities except such activity as is necessary to maintain the solvent existence of the Community; 
      2. Suspension of remittance of dues attributable to the Community by the Association; and 
      3. The suspension of any Community delegates from participation in the House of Delegates.
         If the Community is suspended, the Association's Board shall consider Community termination at its next meeting. The Association's Board may reverse a suspension by the Association's Executive Committee. If the Association's Board determines that the circumstances listed in this section exist, it may terminate the Community and revoke its charter or choose to continue to recognize the Community as an active component upon such terms and conditions as the Association's Board deems appropriate.
7. Community Dissolution. In the event that the Board of Directors terminates a Community or a Community votes to discontinue its activities, the Community shall return its charter to the Association. 

As Communities are not separate legal entities of the Association, all funds, assets, and obligations associated with the Community are maintained and administered by the Association. Upon termination, the Association shall be responsible for the orderly wind-down of the Community’s activities, including the settlement of any outstanding obligations and the disposition of any remaining funds or assets. 

Any remaining funds or assets attributable to the Community shall be retained by the Association and used in a manner consistent with the Association’s mission, as determined by the Board of Directors or the President and Chief Executive Officer.