|Table of Contents|
|Article I - Name and Location
Article II - Vision, Mission, and Strategies
Article III - Membership
Article IV - Organization Structure
Article V - Dues
Article VI - Meetings of Members and Voting
Article VII - Officers
Article VIII - Duties of Officers
Article IX - Board of Directors
|Article X - Executive Committee
Article XI - Governance Committees
Article XII - Other Special & Standing Committees
Article XIII - Science Advisory Council
Article XIV - Executive and Staff
Article XV -Finance
Article XVI - Dissolution
Article XVII - Rules of Order
Article XVIII - Amendments
SECTION 1. Name: The name of this organization shall be the CLEANING INDUSTRY RESEARCH INSTITUTE, herein referred to as “CIRI”, a nonprofit corporation incorporated in the city of Albany, NY.
SECTION 2. Location: Offices of CIRI shall be located in Albany, NY and/or in such other localities as may be determined by the Board of Directors.
SECTION 3. Nonprofit Operation: The corporation shall be operated exclusively for purposes within the meaning of section 501(c)(3) of the Code as a nonprofit corporation. No Director of the corporation shall have any title to or interest in the corporate property or earnings in the Director’s individual or private capacity, and no part of the net earnings of the corporation shall inure to the benefit of any Director, Officer or any Member or individual.
SECTION 4. Non-Discrimination: The Members, Directors, Officers, Committee Members and Employees of CIRI shall be selected in a non-discriminatory basis with respect to race, color, national origin, sex, religion, age, disability, political beliefs, sexual orientation, and marital or family status.
SECTION 1. Vision: CIRI is the clearinghouse for unbiased, peer-reviewed technical information and research about the science of cleaning and restoration of the indoor environment.
SECTION 2. Mission: Working with and through its members, CIRI communicates unbiased, peer-reviewed technical information and research about the science of cleaning and restoration of the indoor environment to all interested stakeholders.
SECTION 3. Strategies: To accomplish this mission, CIRI will:
SECTION 1. Membership: There shall be three groups of members – Trade Association, Scientist/Researcher and Trainer/Instructor.
SECTION 2. Trade Association: This is an organizational membership with a partnering association. The association must be a registered and compliant non-profit trade association, IRS 501(c)(6) or similar, in good standing and with a minimum paid membership of 500 individuals or companies involved in cleaning, disinfection, sanitation, restoration or remediation of the indoor environment. Continued membership eligibility is subject to annual membership and nonprofit compliance audit. Membership subject to approval by majority vote of the Board of Directors and payment of dues.
SECTION 3. Scientist/Researcher: This is an individual membership, not a company or organization membership. The applicant must have scientific credentials, including at least a Bachelor of Science degree (or similar), and at least three years of experience in research (including product-development research). CIRI will consider applicants who do not meet these requirements on a case-by-case basis. Membership is subject to approval by majority vote of the Board of Directors and payment of dues.
SECTION 4. Trainer/Instructor: This is an individual membership, not a company or organization membership. The applicant must be a trainer or instructor of cleaning or restoration personnel, either in-house or as a business. This activity must be a significant part of the individual’s job (usually 25% or more), and the applicant must have at least three years of experience in the cleaning and/or disaster restoration industry. CIRI will consider applicants who do not meet these requirements on a case-by-case basis. Membership is subject to approval by majority vote of the Board of Directors and payment of dues.
SECTION 5. Removal: Members of any classification may be removed for cause by a two-thirds affirmative vote of the Board of Directors present at any meeting. For any cause other than nonpayment of dues, a vote for removal of a member shall occur only after that member has been advised of the complaint so lodged and has been given reasonable opportunity for defense; and such member, if removed, may appeal from the decision of the Board to the Annual Meeting of CIRI, providing that notice of intent to appeal is provided to the Executive Director at least thirty (30) days in advance of the meeting. Only complaints brought by a voting CIRI member will be considered.
SECTION 6. Reinstatement: A former member desiring a continuous member record may be reinstated on showing proof of qualification and paying all dues in arrears. If, however, a continuous membership record is not desired, the member may be reinstated on showing proof of qualification and paying the current year’s dues.
SECTION 7. Resignation: Any member may resign by filing a written resignation with the Executive Director, but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
SECTION 1. Organization: To achieve the objectives of CIRI, the Board of Directors may at its discretion establish organizational units such as boards, councils, or committees to serve special interests of the cleaning industry profession, including sections to support the educational opportunities of its members in specialty areas. The Board of Directors shall exercise authority over policies, services, programs, and budgets of all organizational units unless these are otherwise stated in these Bylaws.
SECTION 2. Allied Organizations: For the mutual benefit of all, and to further the objectives of CIRI, the Board of Directors may establish relationships (e.g.,,memorandums of understanding) with allied organizations that are formed on a local, regional (state or multi-state), national, or international basis. The Board of Directors may establish such terms and conditions for relating to these organizations as it considers desirable.
SECTION 1. Establishment of Dues: Dues for all partnership and membership groups shall be established by the Board of Directors.
SECTION 2. Trade Association Dues: $1,000 per year plus $4 per issue for each eligible association member for subscription to the quarterly CIRI peer-review science journal.
Payment of $1,000 is due upon notification of CIRI Board of Directors’ approval. Payment for member journal subscriptions will be due with the electronic member mailing list 30 days prior to publication date of each issue.
SECTION 3. Scientist/Researcher Dues: $500 per year. Second person from same organization: $400 per year. Third or more person from the same organization: $300 per year.
SECTION 4. Scientist/Researcher Dues: Qualified persons from academic institutions, nonprofit organizations or government agencies will be eligible to receive the following discounted memberships: $250 per year. Second person from the same organization: $200 per year. Third or more person from the same organization: $150 per year.
SECTION 5. Trainer/Instructor Dues: $250 per year. Second person from same organization: $200 per year. Third or more person from the same organization: $150 per year.
SECTION 6. Delinquency and Cancellation: Any member of CIRI who shall be delinquent in dues for a period of sixty (60) days from the time dues become due shall be notified of such delinquency and suspended from further services. If payment of dues is not made within the next succeeding thirty (30) days, the delinquent member shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by affirmative action of the Executive Committee.
SECTION 7. Refunds: Prorated dues shall be refunded to any member who requests termination of membership.
SECTION 1. Annual Meeting: The Annual Meeting of the membership of CIRI that will include the installation of Officers and Directors and other such matters shall be held at such place and on such date as may be determined by the Board of Directors. Members may not raise any matter at an Annual Meeting unless they have given specifics of the proposal to the Chair of the Board no less than 30 days prior to the meeting.
SECTION 2. Special Meetings: Special meetings of CIRI may be called by a majority of the Board of Directors at any time or shall be called by the Chair of the Board upon receipt of a written request by 20% percent of the members, within 30 days after the filing of such a request with the Executive Director. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.
SECTION 3. Notice of Meetings: Written notice of any annual or special meeting of the CIRI membership at which official CIRI business is to be transacted shall be mailed or emailed to the last known address of each member not less than 10 nor more than 40 days before the date of the meeting.
SECTION 4. Voting: At all business meetings of CIRI each member shall have one (1) vote and may take part and vote in person or by conference call or video conference only. Unless otherwise specifically provided by these Bylaws, a majority vote of those members in person or electronically present and voting shall govern.
SECTION 5. Quorum of Members: At the annual meeting of members, a quorum shall consist of those members in attendance; for special meetings, a quorum shall consist of no less than 20% percent of the members. For any votes related to changes in the dues structure, a quorum shall consist of 50% of the members. All actions taken by said members shall be implemented by the Board of Directors.
SECTION 6. Cancellation of Meetings: The Board of Directors may cancel any Annual Meeting for cause.
SECTION 1. Officers: The officers of CIRI shall be a Board Chair, a Chair-Elect, the Immediate Past Chair, a Secretary and a Treasurer.
SECTION 2. Qualifications of Office: Any member in good standing shall be eligible for nomination to any office of CIRI, provided the member shall have served at least two (2) years as a member of the Board of Directors at any time prior to beginning term of office.
SECTION 3. Term of Office: Each officer shall take office immediately upon installation and shall serve for a term of one (1) year.
SECTION 4. Election of Treasurer: The Governance Committee will submit a nominee for Treasurer of CIRI to the Board of Directors to begin the process outlined in Article XI. Any person so nominated shall have given prior consent to nomination as an officer, including consenting to the succession plan outlined in Section 5 below. Nominations must be rotated between the three (3) membership groups, resulting in member of each group being nominated for Treasurer every third year. Once all nominees, including those nominated by the membership, have been reviewed for eligibility by the Governance Committee, the Board selects the Treasurer from those nominated.
SECTION 5. Succession of Officers: Following selection of Treasurer, current officers will progress to further office in the following manner:
SECTION 6. Reelection: No Past Chair shall be eligible for reelection to Treasurer until at least two years have elapsed.
SECTION 7. Vacancies: Upon vacancy in an elective office, remaining officers below the vacancy will succeed upward until the vacancy is filled, leaving the Treasurer’s office vacant. This Treasurer’s office will be filled for the balance of the term thereof by the Board of Directors upon recommendation of the Governance Committee.
SECTION 8. Removal: The Board of Directors may remove any officer from office for cause. A special meeting will be called, as detailed in Article IX, Section 11 specifically for considering removal. The Board, by at least a two-thirds vote of all its members, may remove the officer.
SECTION 1. Chair of the Board: The Chair of the Board shall be the chief elected officer of CIRI and shall preside at all meetings of the Board of Directors. The Chair shall also serve as an ex-officio member of all committees and shall make all required appointments of standing and special committees other than the Science Advisory Council (see Article XIII). At the Annual Meeting of CIRI and at such other times as deemed proper, the Chair of the Board shall communicate to the members such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of CIRI. The Chair shall perform such other duties as are incidental of the office of Chair of the Board or as may be prescribed by the Board of Directors.
SECTION 2. Chair-Elect: The Chair-Elect shall perform such duties as are delegated (or assigned) by the Chair of the Board or the Board of Directors and shall perform the duties of the Chair of the Board if the Chair is unable to serve. The Chair- Elect shall succeed to the Chair. The Chair-Elect shall establish and implement the budget and planning process for the year in which Chair-Elect succeeds to Chair, including recommending compensation for the Executive Director.
SECTION 3. Secretary: The Secretary shall oversee the proper recording of proceedings of meetings of CIRI and the Board of Directors and shall ensure that accurate records are kept of all members and CIRI communications. Such duties of the Secretary as may be specified by the Board of Directors may be delegated to the Executive Director or staff. The Secretary shall succeed to the Chair-Elect.
SECTION 4. Treasurer: The Treasurer shall oversee CIRI’s funds and accounts; the collection of receivables and members’ dues; the establishment of proper accounting procedures for the handling of CIRI’s funds; the performance of an annual audit by a certified public accountant who has been approved by the Board of Directors; and, further, shall report on the financial condition of CIRI at all meetings of the Board of Directors and at other times as called upon by the Chair of the Board. Such duties of the Treasurer as may be specified by the Board of Directors may be delegated to the Executive Director or staff. The Treasurer shall succeed to the Secretary.
SECTION 1. Authority and Responsibility: The governing body of CIRI shall be the Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs of CIRI, its committees, and its publications; shall determine its policies or changes therein; shall actively prosecute these objectives, establish the financial policies of CIRI, be accountable for CIRI assets, and shall be responsible for the interpretation of these bylaws. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, delegate certain of its authority and responsibility to the Executive Director. In addition, it shall be responsible for the review and approval of the hiring, evaluation and compensation of the Executive Director and staff as recommended by the Chair-Elect of the Board.
SECTION 2. The Board of Directors: The Board shall consist of not more than eleven (11) voting members. These will include the five (5) officers of CIRI named in Article VII and six (6) Directors At Large – two (2) from each of the CIRI membership groups (Association, Scientist/Researcher, Trainer/Instructor). The Executive Director and Science Advisory Council Chair will be nonvoting ex-officio members of the Board of Directors.
SECTION 3. Transition Board of Directors: During the period of transition beginning January 1, 2018, CIRI will be governed by a Transition Board of Directors consisting of Jim Harris Sr. (Chair), Bob Robinson Sr. (Vice Chair), Charlie Smith (Secretary/Treasurer), Steven Spivak (SAC Chair) and John Downey (Executive Director).
SECTION 4. Transition Period: The length of service of this Transition Board of Directors will be determined by the reaching of the following milestones by CIRI, in priority order:
SECTION 5. Review of Board: Not later than December 2019, and reflecting the milestones shown in Article IX – Section 4, the Transition Board of Directors will conduct a full review of Article IX with the objective of establishing the process for the election of the succeeding Board of Directors.
SECTION 6. Term of Office and Manner of Election: Directors-at-large shall serve for a term of two (2) years. Directors-at- large shall be elected in accordance with the provisions of Article XI – Section 4.
SECTION 7. Reelection: No Director At Large who has served two (2) full two-year terms shall be eligible for re-election until at least two (2) years have elapsed, unless the second term is followed immediately by election to an officer position.
SECTION 8. Nominations: All Directors At Large will be selected by the Governance Committee, acting in accordance with Article XI – Section 4. Each year, three Directors At Large will be selected, one from each of the membership groups, and presented to the Board for approval.
SECTION 9. Quorum of the Board: At any regular meeting of the Board of Directors, a majority of the voting members of the Board shall constitute a quorum for the transaction of the business of CIRI, and any such business thus transacted shall be valid providing it is affirmatively passed by a majority of those present and voting, either in person or electronically.
SECTION 10. Meetings of the Board: A regular meeting of the Board of Directors shall be held no less than four (4) times each administrative year at such time, place and means of communication as the Board may prescribe. Notice of all such meetings shall be given to the Directors not less than sixty (60) days before the meeting is held. One regular meeting shall be the annual meeting, with Board members required to attend in person.
SECTION 11. Special meetings of the Board may be called by the Chair of the Board or at the request of seven (7) Directors, by notice emailed, mailed, delivered, telephoned, or faxed to each member of the Board of Directors, not less than seven (7) days before the meeting is held.
SECTION 12. Electronic Meeting and Voting: Action taken by electronic means (e.g., email, conference call, video conferencing) by the Board of Directors shall be a valid action of the Board and shall be reported at the next regular meeting of such Board. Electronic participation in meetings (regular or special) shall be considered valid and count towards quorum requirements.
SECTION 13. Absence: Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single administrative year shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these Bylaws; however, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.
SECTION 14. Vacancies: Any vacancy occurring on the Board of Directors between annual meetings shall be filled by the Board of Directors upon recommendation of the Governance Committee. A director so elected to fill a vacancy shall serve the unexpired term of his or her predecessor.
SECTION 15. Removal: The Board of Directors may remove any Board member from office for cause. A special meeting will be called, as detailed in Article IX – Section 11 specifically for considering removal. The Board, by at least a two-thirds vote of all its members, may remove the Board member.
SECTION 16. Compensation: Directors and elected officers shall not receive any compensation for their services.
SECTION 17. Indemnification: Every Director, Officer, and employee of CIRI and such others as specified from time to time by the Executive Committee, shall be indemnified by CIRI against all expenses and liabilities including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be made a party, or in which they may become involved, by reason of being or having been a Director, Officer, or employee of CIRI, or any settlement thereof, whether the person is a Director, Officer, or employee at the time such expenses are incurred, except in such cause wherein the Director, Officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which the indemnified may be entitled.
SECTION 1. Authority and Responsibility: The Executive Committee may act in place and stead of the Board of Directors between Board meetings on all matters, except those specifically reserved to the Board by these Bylaws. The Committee shall oversee the financial affairs of CIRI. Actions of the Executive Committee shall be reported to the Board by mail or at the next board meeting.
SECTION 2. Composition and Election: The Executive Committee shall consist of the Chair of the Board, the Chair-Elect, the Secretary, the Treasurer, and the Immediate Past Chair of the Board. The Executive Director and SAC Chair shall serve, without vote.
SECTION 3. Quorum-Call of Meetings: A majority of the voting members of the Executive Committee shall constitute a quorum at any duly called meeting of the Committee. The Chair of the Board shall call such meetings of the Executive Committee as the business of CIRI may require, or a meeting shall be called by the Executive Director on request of three (3) members of the Executive Committee.
SECTION 4. Voting: Any official action by the Executive Committee shall be by voice, roll call, mail or email vote. Except where otherwise specified in the Bylaws, any action must be approved by a majority vote of those attending a meeting or by a majority vote of those members responding to a mail or email vote, but the Executive Committee can take no official action with fewer than three (3) members voting approval.
SECTION 5. Vacancies: Any vacancy occurring on the Executive Committee will be filled in the manner as provided in Article VII – Section 7.
SECTION 1. Purpose: The Governance Committee is a permanent committee of the CIRI Board of Directors and is responsible for nominating officers and at-large directors, conducting elections authorized in these Bylaws, and other specific governance duties assigned by these Bylaws.
SECTION 2. Membership: The Governance Committee consists of five (5) members. It will be chaired by the Past Chair and will include the current Chair of the Board of Directors, along with three (3) additional CIRI members appointed by the Chair of the Board of Directors – one for each of the membership groups.
SECTION 3. Nomination-Officers: Each year, the Governance Committee shall nominate one (1) member as Treasurer and present that nomination to the Board of Directors. The nominee must have agreed to the officer succession plan detailed in Article VII – Section 5. The nomination must be rotated between the three (3) membership groups, resulting in a member of each group being nominated for Treasurer every third year. No member of the Governance Committee is eligible to be nominated for this position. Once the process for nominations from the membership (Article XI – Section 5) is completed and the Governance Committee has reviewed any membership nominees for eligibility, the Governance Committee will forward the nominees for Treasurer to the Board of Directors. The Board will elect the Treasurer.
SECTION 4. Nomination-Directors At Large: Each year, the Governance Committee shall nominate three (3) Directors At Large, one from each of the membership groups, and present them to the Board of Directors. No member of the Governance Committee is eligible to be nominated for the Board.
SECTION 5. Nominations from Membership: Once the Governance Committee has presented its annual nomination for Treasurer and At Large members, thirty (30) days shall be allowed for nominations from the membership. Any member nominated by petition of 2.5% percent of the voting membership in a membership group shall be reviewed for eligibility by the Governance Committee and, if eligible, be placed on the ballot. The ballot shall indicate those nominees recommended by the Governance Committee and those recommended by petition.
SECTION 6. Election: If there are nominees for Director At Large from a membership group, the Governance Committee shall conduct an election by mail or email ballot for that membership group. For each contested nomination, each member will have one vote to cast for an At Large Director in their membership group. Candidates receiving the highest number of votes will be declared elected. If, however, no nominations are made by petition, the Secretary shall cast a unanimous ballot for the Director At Large candidates presented by the Governance Committee and no balloting will be required. Results of the election shall be announced at the next annual meeting of the membership, or within a maximum of 10 days of the close of voting.
SECTION 7. Vacancies: The Governance Committee shall nominate a candidate to the Board whenever a vacancy occurs in the officers or Board of Directors with said candidate to be elected by a majority vote of the remaining members of the Board. In the event of a vacancy in an officer position, the nomination plan outlined in Article VII – Section 7 will be followed. No member of the Governance Committee is eligible to be nominated for the vacant position. Nominees are limited to the same membership group as the vacant slot.
SECTION 8. Other Duties: The Governance Committee shall also have responsibility of overseeing Board member orientation and self-assessment.
SECTION 1. Finance Committee: The Finance Committee is a permanent committee of CIRI. It shall be composed of the Treasurer, Secretary and Chair-Elect of CIRI, and three (3) at large CIRI members appointed by the Chair of the Board. The at-large members shall serve three (3) year terms, with one member appointed or reappointed each year. The Chair-Elect shall serve a chair of the Finance Committee. The Finance Committee shall review the annual audit of CIRI, shall be available to review accounting procedures, discuss long-term investments, make recommendations to the Board of Directors for CIRI’s short and long-term growth and stability, report to the Board of Directors on the financial condition of CIRI and carry out such other related assignments as may be designated by the Chair of the Board or the Board of Directors.
SECTION 2. Membership Committee: The Membership Committee is a permanent committee of CIRI consisting of the six (6) At-Large members of the Board of Directors. The Committee will build new membership and retain existing members within each of the three (3) membership groups. The Membership Committee will report to the Board of Directors on critical needs in the areas of member acquisition and retention.
SECTION 3. Government Relations Committee: The Government Relations Committee is a permanent committee of CIRI. It shall be composed of the Chair of the Board, who serves as Chair of the committee, and three of CIRI members, one from each membership group. Members shall serve for three (3) years, with one (1) being appointed or reappointed each year. The Committee will focus on issues relating to CIRI’s interaction with governmental agencies at the federal, state and local levels. The Committee will be responsible for building relationships with key governmental agencies, such as the EPA or OSHA, thereby serving as a resource for these agencies and helping facilitate research in cleaning, maintenance and restoration.
SECTION 4. Creation and Dissolution of Committees: The Chair of the Board shall monitor actions of the committees, councils, and task forces of CIRI and shall recommend to the Board of Directors on a regular basis the creation, dissolution, and consolidation of these bodies.
Section 1. Purpose: The Science Advisory Council (SAC), is a permanent council of CIRI. It will recommend research priorities, help define the scope of research projects and assist in dissemination of CIRI and other research findings through its technical publications and symposiums.
Section 2. SAC Membership: The SAC will consist of not more than seven (7) members, with the additional appointment of the SAC chair. The SAC chair will be nominated by the Board of Directors Chair and approved by majority vote of the Board of Directors. SAC members will be nominated by the SAC Chair and approved by majority vote of the Board of Directors. Both the Board of Directors Chair and the CIRI executive director will be ex-officio members of the SAC. SAC members will serve a three-year term. Removal of any SAC member shall be for due cause as determined by the Board of Directors.
Section 3. SAC committees: The main operations of the SAC will be through its committee structure. These shall be expert technical committees. Examples of possible committees include: physics of cleaning, hygiene and infection control, restoration science, and remediation science. Each committee shall include, wherever possible, a combination of scientist/researcher and trainer/instructor members, and association partner representatives. This will ensure feedback, balanced perspective and interaction from a practitioner perspective, which is especially vital through the lens of trainer/instructor members. The SAC will establish details about the specific named committees, subject to approval by the Board of Directors. All CIRI members will be encouraged to join at least one committee. In addition, select nonmembers may be added to committees at the discretion of the SAC.
Section 4. SAC committee chairs: The SAC will recommend a chair for each SAC committee, subject to approval by the Board of Directors. In recommending a chair, priority will be given to current SAC members, followed by qualified CIRI members. SAC members will be encouraged to chair at least one SAC committee. SAC committee chairs will:
Section 5. Discovering, filtering and reporting on research to members: In addition to research, and possibly more important, will be the explanatory scientific role of the SAC in all matters of cleaning and restoration. This information shall be shared from its respective committees and their expertise. From a practical perspective, this results in finding and culling science and research from sources outside of CIRI. This approach serves to determine that which relates to the cleaning, maintenance and disaster restoration industries served by CIRI. New research thus found and identified, the focus of SAC and its committees is to find ways to make these research and technology findings available to CIRI members.
Section 6. Contracted Research: Contracted research with CIRI can operate in at least two ways. These include contracts in which outside organizations contract with CIRI to facilitate research as well as subcontracts in which CIRI serves as principal with subcontracts to research organizations.
Section 7. Ethics policy: In either case, the proposed research work shall be subject to a predetermined ethics process to avoid any seen, or unforeseen, conflicts of interest. Said ethics policy and its operation shall be jointly developed and approved by the SAC and the Board of Directors. This process will include independent peer review of research protocols, competitive bidding (if not sole source), notification of conflicts of interest, recusal, and process transparency in all aspects of the research plan and work.
SECTION 1. Appointment: The Board shall employ a salaried chief executive who shall have the title of Executive Director and whose term and conditions of initial employment shall be specified by the Board. The Chair-Elect is delegated the authority to determine the ongoing compensation and other financial arrangements of the Executive Director. Such compensation and arrangements will be approved by the Board of Directors.
SECTION 2. Authority and Responsibility: The Executive Director shall manage and direct all activities of CIRI subject to the policies of the Board of Directors and through the office of the Chair of the Board. The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry on the work of CIRI and fix their compensation within the approved budget. The Executive Director shall define the duties of the staff, supervise their performance, establish their titles, and delegate those responsibilities of management as shall be in the best interest of CIRI. The Executive Director shall oversee or serve as the publisher/editor of CIRI’s technical publications. The Executive Director shall serve without vote as an ex-officio member of all councils and committees.
SECTION 1. Fiscal Period: The fiscal period of CIRI shall be prescribed by the Board of Directors.
SECTION 2. Bonding: Trust or surety bonds shall be furnished for the Chair of the Board, Secretary, Treasurer and such other officers or employees of CIRI as the Board shall direct. The amount of such bonds shall be determined by the Board and the cost paid by CIRI.
SECTION 3. Budget: With recommendations of the Chair-Elect, the Board shall adopt the annual operating budget covering all activities of CIRI. Within 90 days following completion of the annual audit, the Treasurer shall furnish the membership with CIRI’s financial report for the fiscal year just concluded.
SECTION 4. Accounting: The accounts of CIRI shall be audited not less than annually by a Certified Public Accountant who shall be recommended by the Executive Director with the approval of the Board and who shall provide a report to the Board of Directors.
SECTION 1. Dissolution: CIRI shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of CIRI. On dissolution of CIRI, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations selected by the Board of Directors.
SECTION 1. Meeting Rules: The rules contained in the current edition of The Modern Rules of Order shall govern the conduct of meetings of CIRI in all cases to which they are applicable and in which they are not inconsistent with the Bylaws and any special rules CIRI may adopt.
SECTION 1. Proposing: Amendments to or a repeal of the Bylaws may be proposed by the Board of Directors on its own initiative or upon petition by 2.5% percent of the voting membership. The Board of Directors shall present all such proposals to the voting membership with or without endorsement.
SECTION 2. Approval: Amendments to or a repeal of the Bylaws shall be approved by a two thirds affirmative vote of the members present and voting at any Annual Meeting or special meeting of CIRI, duly called, provided written notice of proposed changes have been sent to the members 30 days before such meeting; or by majority vote of the members voting by a 30-day mail ballot.
SECTION 3. Amendment: Amendments to Article I—Name and Location; Article II—Vision, Mission and Strategies; Article III—Membership, and Article IV—Organization Structure; require membership vote as described in Article XVIII, Section 2. All other amendments to the Bylaws shall be made by the Board of Directors provided 60 days prior notice is provided to the members.
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