Constitution of the IACPR
As revised on February 6, 2003

ARTICLE I - Purpose

The purpose of this Association shall be: to develop and promote standards and ethical practices within our industry; to provide a forum through which members may exchange ideas and information and generally aid one another in conducting their professional activities; to enhance the professional status and importance of the HR and consulting disciplines; to promote personal acquaintances among executive professionals; to sponsor and conduct conferences, meetings and symposia designed to inform members and other interested parties of legislative developments, current research, industry issues and practices relating to the recruitment, development and retention of executives.

ARTICLE II - Membership

Active membership in the Association is available to professionals whose current and primary responsibilities include executive recruitment, development and/or retention; who have achieved a senior position or level of accountability for these functional areas within their firms; and who are operating as thought leaders in the field and within their organizations. These requirements can be earned as a corporate executive responsible for Human Resources or executive staffing and development; as a retained search consultant or as a consultant engaged in a practice focused on supporting recruitment, development or retention; or as an academic whose primary teaching or research activities focus on issues relevant to the Association’s purpose and membership . Other categories of membership, and the requirements therefore, may be established by the Board of Directors and must be included in the bylaws. Membership shall be on an individual basis, as distinguished from company or group membership, and shall not be transferable for any purpose. Candidates for membership must submit a completed application form including professional references. Membership in the Association shall be open to all professionals in accordance with all applicable local, national or international laws and candidates must meet all membership criteria.

ARTICLE III - Dues & Assessments

The Association shall be supported financially by such dues and assessments as prescribed by the Board of Directors. The Bylaws grant the Board the ability to alter or amend dues and fees as necessary. This shall include all terms and conditions for all classes of  membership.

ARTICLE IV - Organization

The Association is international in scope. International and regional organizations shall be established in accordance with the bylaws of this Association.

ARTICLE V - Meetings of the MembershipThe association shall hold at least one business meeting each year. Each chapter organization shall, likewise, hold at least one business meeting each year.

The control and management of the International Association and its property shall be vested in the Board of Directors. The control and management of any international organization and its property shall likewise be vested in its respective Board of Directors.

ARTICLE VII - Bylaws

Bylaws shall be established by the Board of Directors for the orderly conduct of the business of the Association. It shall be the duty and responsibility of the Board of Directors to formulate new or to modify existing Bylaws to meet changing conditions.

ARTICLES VIII - Amendment

This Constitution may be altered, amended or repealed in whole or in part by a two-thirds vote of the entire Board of Directors.

ARTICLE I - Membership

Section 1. - Categories

Categories of membership in the IACPR shall be as follows:

Section 2. - Application Process

Candidates for membership must submit a completed application form, including two professional references and the name of a current IACPR active member as sponsor. In cases where an applicant does not know an active member, an introduction shall be made on behalf of the applicant for the purpose of exploring sponsorship.

Section 3. - Admissions Review

Applications will be screened and approved by the President or Co-President of the Chapter to which membership application is made by the candidate. Final approval of admission to the Association will be made by the Chapter President or jointly by the presiding Co-Presidents.

Candidates accepted into Membership in the Association will be informed of their membership acceptance by the Association’s Executive Director. The Chapter President / Co-Presidents and the VP of Membership within the National organization will be copied on the notice of membership acceptance.

The local Chapter reserves the right to deny or suspend approval of an application of membership in order to achieve the desired composition of the members. (See Article I, Section 4.)

Candidates who do not meet the criteria for membership in the Association will be informed in writing of the decision by the Association’s Executive Director on behalf of the National VP of Membership.

The applicant can appeal the decision through the following process:

(A) Submit a statement in writing to the Association’s National President providing information which is not already stated in the Application as to why he/she should be accepted into the Association.

(B) The National President and VP of Membership will review the appeal and make a binding and final decision within 15 days following receipt of the appeal statement at the Association’s corporate offices.

(C) Individuals who are denied membership in the Association by a Chapter or National may reapply for membership consideration twelve months after the final decision or sooner in the event of a material change in the applicant’s employment status.

Section 4. - Composition of Membership

Within the category of Active Members, the guidelines for the Association and for individual chapters described there shall be maintained a structure consisting of not less than 40 percent retained search consultants;  and/or 40 percent corporate human resource, executive staffing, and executive development professionals, and not more than 20% other consultants, academics, and related professionals. The Board of Directors will monitor the composition of membership for the Association and all individual chapters at a minimum of once per year.

If a given chapter is outside of the guidelines for two consecutive years, at the option of the executive committee, applicant acceptance into certain membership categories may be suspended until realignment is achieved.

Section 5. - Professional Recruiting Guidelines (Member Value Proposition)

The Board of Directors has adopted and shall amend, expand or repeal Guidelines governing the accepted practices which shall delineate the minimum standards of professional performance of all members. Adherence to said Guidelines shall be a condition of membership in the Association. [To be replaced with a Values Statement and voted on by the Board at a later date.]

Section 6. - Solicitation for Commercial Purposes

Conferences, meetings or any other functions of the Association shall not be used by members, or by guests, for the solicitation of business or any other commercial purpose unless specifically approved by the Board of Directors. Directories or other lists of members in the Association, regardless of the purposes for which they may be prepared, shall under no circumstances be used or made available by any member of the Association for any commercial purpose unless specifically approved by the Board of Directors. Adherence to said policy shall be a condition of membership in the Association.

Section 7. - Dues

Annual dues for members shall be set by the Board of Directors and shall be paid each year as a condition of membership. Said dues shall be due and payable within 60 days of billing.

Honorary Life Members will not be required to pay annual dues. Such Honorary Life Members shall be entitled to all rights and privileges of the Association.

ARTICLE II - Officers & Directors

Section 1. - Board of Directors

A. Powers

The Board of Directors shall have over-all responsibility for the activities, property and management of the affairs of the Association. It shall exercise all powers and authority of the Association in accordance with the IACPR certificate of Incorporation, Constitution and Bylaws. The Board shall have the power and discretion to decide on those matters of significance to the organization and shall determine the overall policy, approve long-range strategic planning, decide major tactical issues, approve annual budgets and all unbudgeted items in excess of 10 percent of an applicable expense category within the Association’s annual budget, establish committees and approve chairpersons of each committee that reports to the Board.

B. Delegation

The Board of Directors specifically delegates the responsibility for ongoing management of the affairs of the Association to the Officers and the Executive Committee of the Board.

C. Constitution of the Board

The Board shall consist of (a) active founding member directors as set forth in Article ii, Section 3., (b) All chapter Presidents or Co-Presidents as recognized by the Board of Directors, and (c) any additional directors as appointed by the Board. Adherence to Board Member guidelines as outlined in Article II, shall be a condition for maintaining a Board Seat.

D. Past Chair’s Council

All Past National Chairpersons shall serve on the Past-Chair’s Council The charter of this council is to serve as adviser upon need to the current Executive Committee. Past-Chairs shall exercise all privileges of the Association and shall be considered Honorary Life Members.

Section 2. - Officers

A. Composition

The officers of the Association shall be a Chairperson, President, Secretary/Treasurer, VP for Marketing & Communications, and a VP for Membership selected from the membership. All officers shall serve as members of the Board of Directors and the Executive Committee during their term of office. Other Board members will be current Chapter Presidents and any Committee Chairs currently serving.

B. Officer Accountabilities & Responsibilities

The Chairperson shall call and preside at each meeting of the Board and the Executive Committee meetings. The Chairperson shall attend meetings of the following committees: Long Range Planning, Audit and Nominations. The Chairperson shall be responsible for the formation of general policies and the Long-Range Strategic Planning committee. The Long-Range Strategic Planning and Nominating Committees shall be established by the Chairperson who shall chair said committees. The Chairperson shall have the authority to commit the Association up to $3000 of unbudgeted expense per event with the concurrence of the President, if the expense must be committed prior to the next Board Meeting. The Chairperson will utilize the Past Chair Council when necessary and appropriate. The Executive Director shall report to the Chairperson (see Article III, Section 1).

The President shall report to the Chairperson and shall preside at Board of Directors meetings and Executive Committee meetings in the Chairperson's absence. The President shall be responsible for the implementation of general policies of the Association, and for its day to day operations. The Offices of the Secretary/ Treasurer, Vice Presidents and Chapter Presidents / Co-Presidents shall report to the President. The President shall have the authority to commit the Association up to $3000 of unbudgeted expense per event with the concurrence of the Chairperson if the expense must be committed prior to the next Board Meeting. The President shall see that all orders and resolutions of the Board are carried into effect.

B. Officer Accountabilities & Responsibilities (continued)

The Secretary/Treasurer shall report to the President, and shall have charge and custody of, and be responsible for, all funds and securities of the corporation. The Treasurer shall keep full and accurate accounts of assets, liabilities, receipts, and disbursements and other transactions in books belonging to the corporation. The Treasurer shall be responsible for overseeing the billing and collection of membership dues, shall cause regular audits of the books to be made under the guidance of the Audit Committee, shall deposit all monies and other valuable effects in the name of and to the credit of the corporation in such banks or other depositories as may be designated by the Board.

Section 3. - Elections

Officers shall be elected annually by ballot. Ballots shall be sent to the membership by November 1 and returned by December 1. Nominees for officer roles with the Association shall be made by the Nominating Committee from the ranks of active members, or a candidate for officer or director can be placed in nomination by a petition received by the Executive Director or Executive Committee signed by 25 members of the Association and received no later than October 15. Voting shall be by the full membership. Election results shall be tabulated based on returned ballots; a majority of votes returned constitutes election. Election results shall be communicated to the full membership by the Executive Director through email and the Association’s website within two days following a count of the votes.

Founding -Member Directors shall serve as Directors at their will without specific term of office and without requirement to stand for subsequent reelection as long as they remain a member in good standing of the Association and abide by the rules of attendance, as defined in Section 7 of this article. Such members are non-voting.

All other Directors shall be elected by local chapters, and shall also hold the position of Chapter President or Co-President. Each chapter will hold elections on an annual basis with terms of office beginning the following January 1. The term of office shall be two years, except for directors filling unexpired terms and officers as indicated in Section 5. Chapter Presidents or Co-Presidents shall be elected for alternating two year terms to insure continuity in leadership for both the Chapter and the Board.

No more than two persons from the same organization shall serve as a Director simultaneously. In the event that this occurs, one Board member must resign from the Board by the next election. Board positions shall reflect the composition of the active membership (Corporate, Search, other members). The Nominating Committee will ensure there are no more than three positions filled from any one sector (Corporate, Search , others).

Section 4. - Terms of Office

Each officer shall be elected by the membership to serve a two year term starting January 1.

Section 5. - Vacancies

In the event of a vacancy in any officer or director position, the Executive committee shall fill, by recommendation to the Board, such vacancy for the unexpired portion of the term of office.

Section 6. - Dismissal of an Officer or Director

Duly-elected officers and Directors of the Association shall be suspended or removed from office by the Board ‘for cause" by a two-thirds vote of the Board.

Section 7. - Rules of Attendance

Each member of the Board must attend a minimum of 50% of the Board meetings held during the calendar year. Failure to meet this obligation shall be considered resignation from the Board.

Each member of the Executive Committee must attend two-thirds of the Executive Committee meetings held during the calendar year. Failure to meet this obligation shall be considered resignation from the Executive Committee.

ARTICLE III - Executive Director and Committees of the Board of Directors

Section 1. - Executive Director

Appointment

Responsibilities

Term

The Executive Director’s term will be reviewed annually by the National Chairperson, President and Secretary / Treasurer. The Board reserves the right to modify, change and terminate the agreement with the Executive Director with a thirty (30) day notice of such action. The Executive Director shall provide the President thirty days notice of any substantial change in the agreement, including termination of the appointment to perform services for the Association.

Section 2. - The Executive Committee

The duties of the Executive Committee shall be to develop and recommend goals, policies, plans and programs to be approved by the Board, and to act with the authority of the Board on items requiring immediate attention between Board Meetings. The Executive Committee shall not commit the Association to the purchase or sale of real estate or to the expenditure of unbudgeted funds over 10 percent of an applicable expense category within the Association's annual budget.

Section 3 - Committees of the Board of Directors

Chairpersons shall be appointed by the President at or before the first meeting of the Board of Directors after elections. Their appointments shall be approved by the Board, and shall continue in office until the first meeting of the Board after the next election. All committees of the Board, with the exception of the Audit, Nominations and Long Range Strategy committees shall report to the President.

Section 4 - Nominating Committee

The Nominating Committee and its Chairperson shall consist of a minimum of five active members, at least two of whom are not currently on the Board of Directors. The current Chairperson of the Board shall act as Nominating Committee Chair and the remaining committee members shall be selected by the Chairperson of the Board and approved by the Board of Directors not later than September 1 of each year. The Nominating Committee shall present its recommended slate of officers and directors to the Board of Directors for approval no later than October 30 of each year.

Section 5. - Committee Chairpersons

Committee Chairpersons shall report to the President with the exception of the Chairperson of the Audit Committee and Nominations committee. Committee Chairpersons shall be responsible for developing plans and proposing budgets to the Board; selecting committee members; reporting progress; and addressing problems that fall within the charter of the committee; as well as achieving planned results in activities working within budget.

ARTICLE IV - Meetings

Section 1. - Meetings of Members

Notice of the Annual Meeting and any special meeting of the members of the Association shall be given to each member in writing. Notice of the time and place of such a meeting shall be published at least ten days prior to the date of the meeting. Notice of special meetings shall briefly state the purposes thereof. Authority to call a meeting of the membership shall rest with the Chairman and President.

Section 2. - Meetings of the Board

Authority to call meetings of the Board shall rest with the Chairperson. The Chairperson shall be required to call a meeting of the Board at least once each quarter. A minimum of 48 hour written notice shall be given to each member of the Board prior to each meeting. Voting at a meeting of the Board by proxy is not permitted.

Section 3 - Quorum

A quorum shall constitute one-third of all voting directors.

ARTICLE V - Administration and Miscellaneous

Section 1. - Fiscal Year

The fiscal year shall begin January 1 and end December 31.

Section 2 - Books and Records

The Corporation shall keep accurate and complete books and records of account, and shall also keep minutes and all other proceedings of its annual membership meeting and all other meetings. The Board of Directors, and committees operating under the authority of the Board of Directors, shall keep, at the registered or principal office, a record giving the names and addresses of all its members. All books and records of the Corporation may be inspected by any member, or his attorney, for any proper purpose at any reasonable time.

Section 3. - Contracts, Checks, Deposits, and Funds

The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or executive and delivery any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 4. - Seal

The Board of Directors shall provide the Vice President Secretary/Treasurer with the corporate seal inscribed with the name of the Corporation, the date of incorporation and the state of incorporation

Section - 5. - Waiver of Notice

Whenever any notice is required to be given under the provision of the General Not-For Profit Corporation Act of Illinois, or other governmental jurisdiction's reporting requirements where the Association may operate or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to give such notices, whether before or after the time stated herein, shall be deemed equivalent to the giving of such notice.

Section 6. - Officers and Directors Liability

The Association will self-insure all Officers and Directors of the Association for the deductible amount of the Directors and Officers Liability Insurance, and will indemnify all Officers and Directors to the extent permitted by law.

Section 7. - Financial Reimbursement Resolution

Exclusive of the Executive Director and his/her assistants, all IACPR business is conducted by its members as a contribution of services in kind including all time, travel and entertainment. There may be some exceptions to this policy which must be approved by the Executive Committee.

ARTICLE VI. - Amendments to Bylaws

Section 1. - Procedure

These Bylaws may be altered, amended, repealed and new Bylaws may be adopted by a majority of the Board of Directors who are present, at any meeting of the Board, provided that at least seven days written notice is given of intention to alter, amend, repeal, or to adopt new Bylaws at such meeting.

Section 2. - Notice

When any amendments of the Bylaws have been made, copies of said amendments, or a complete revised copy of the Bylaws as amended shall be mailed within 60 days to each member.