INTERNATIONAL MENTORING ASSOCIATION BY-LAWS

Revised 07/28/10

Approved by a vote of the members 11/1/10

ARTICLE I — NAME

Section 1 The name of the organization will be the International Mentoring Association (IMA).

Section 2 The IMA is operating under the auspices of the Three Rivers Educational Foundation as a non-profit located in New Mexico.

ARTICLE II — PURPOSE AND MISSION

Section 1 The IMA exists as a learning organization to facilitate human and organizational growth and development through sharing best practices of mentoring.

Section 2 It is the mission of the International Mentoring Association to create global communities with the purpose of sharing best practices that lead to development of highly effective mentoring programs via a support base of diversity in a variety of venues. ¬¬¬

ARTICLE III — ASSOCIATION MANAGEMENT/LOCATION

Section 1 The principal office of the IMA, at which the general business of the association will be transacted and where the records of the association will be kept, will be at the Educator Support Center located at 501 Airport Dr., Ste 209, Farmington, NM 87401.

Section 2 The board of directors of the IMA may contract and purchase space and administrative services to sustain the association.

ARTICLE IV — MEMBERSHIP

Section 1 Membership is open to all individuals and institutions who actively support the goals of the association and who remain current in their membership fees.

Section 2 The IMA will not discriminate on the basis of race, color, religion, gender, age, sexual orientation or national origin in terms of membership.

Section 3 There will be five categories of membership: individual, student, corporate/government and non-profit and emeritus. An institutional membership will allow an organization to designate two representatives for one membership fee. The board of directors will set membership fees.

Section 4 A member is entitled to vote, hold offices for which otherwise eligible, participate in the affairs of the IMA, and to receive all benefits of membership provided by the association.

Section 5 Any individual or organization member that does not support the mission of the IMA or who misuse the IMA name or logo can have membership refused or rescinded by the board of directors.

Section 6 A meeting of the members will be held during a conference and/or electronically to provide opportunities for member participation and voting.

Section 7 The quorum of a membership meeting will be a simple majority of the members present at the meeting.

Section 8 Notice of meetings will be sent to each member at least 30 days prior to the meeting. Proxy voting will be allowed.

Section 9 Membership meetings will be chaired by the president.

ARTICLE V — BOARD OF DIRECTORS

Section 1 The number of members of the board of directors of this association will be no more than 20.

Section 2 Directors will be representative of the membership and will espouse the IMA mission of the association. This association is committed to a policy of fair representation on the board of directors and will not discriminate on the basis of race, color, religion, gender, age, sexual orientation or national origin.

Section 3 Candidates for the board of directors will be recommended to the membership by the nominating committee and be elected by a simple majority of the members voting at the general meeting of the membership.

Section 4 No compensation will be paid to any member of the board of directors for services as a member of the IMA. By resolution of the board of directors of the IMA, reasonable expenses may be allowed for attendance at regular and special meetings of the IMA.

Section 5 The roles and responsibilities of the board of directors will be to:

  • formulate policies of the IMA
  • establish working groups to ensure fulfillment of the purposes and mission of the IMA
  • adopt an annual budget
  • approve an annual fiscal report
  • appoint individuals for unexpired terms
  • act on applications for affiliation
  • elect members of the board’s Executive Committee
  • confer emeritus status for past board members who have served at least one complete elected term by a majority vote of the board
  • award honorary status to non-association individuals who have made a significant contribution to the field of mentoring
  • strategically recruit potential board members
  • sign and submit a conflict of interest statement
  • serve on committees
  • set goals and evaluate progress and
  • past president will serve as a mentor to the current president

Section 6 A vacancy in any office may be filled by a majority vote of the board of directors for the unexpired portion of the term.

ARTICLE VI – TERM LIMITS OF THE BOARD OF DIRECTORS

Section 1 The term of each director will be four years. No director may serve more than two consecutive terms.

Section 2 When a director dies, resigns, or is removed; the board may elect a director to serve for the duration of the unexpired term.

Section 3 During a term of office, a board member may make a written request to the board of directors requesting a leave of absence for up to, but not more than six months. Approval of the request does not change the length of the member’s term on the board.

Section 4 Any director may be subject to removal from the board of directors by an affirmative vote of the majority of directors present at an official meeting of the board. Notice of the proposed removal will be given to the affected director with the notice of the meeting. The director involved will be given an opportunity to be present and to be heard at the meeting at which his or her removal is considered. Reasons for consideration for removal include, but are not limited to, failure to maintain membership, failure to attend two consecutive scheduled planning and/or annual meetings of the board of directors and/or the use of membership for self or business promotion.

ARTICLE VII — MEETINGS OF THE BOARD OF DIRECTORS

Section 1 An annual meeting of the board of directors will be held at the discretion of the president.

Section 2 Additional meetings of the board of directors may be called at any time by the president of the association or, in his or her absence by the president-elect, or upon receipt of a request signed by a majority of the board of directors. A special meeting of the board of directors may be held by conference call.

Section 3 Notice of board meetings will be sent at least 10 days prior to the day such meeting is to be held.

Section 4 At all meetings of the board of directors, each director present will be entitled to cast one vote on any motion coming before the meeting. The presence of a simple majority of the membership of the board of directors will constitute a quorum at any meeting.

Section 5 At a meeting at which there is a quorum present, a simple majority affirmative vote of the directors present is required to pass a motion before the board.

Section 6 At the discretion of the president, a vote by telecommunications will be permitted.

ARTICLE VIII — ELECTED OFFICERS OF THE BOARD OF DIRECTORS

Section 1 The elected officers of this board will be a president, president-elect and secretary treasurer.

Section 2 The officers of the board will be nominated and elected by the board of directors. The term of each office of the association will be two years. No officer may serve more than two consecutive terms in an office.

Section 3 The president will be the chief executive officer of the association. It will be the duty of the president to preside at all meetings of the association and the board of directors and to have general supervision of the affairs of the association. He or she will execute on behalf of the association all contracts, deeds, conveyances, and other instruments in writing that may be required or authorized by the board of directors for the proper and necessary transaction of the business of the association.

Section 4 It will be the duty of the president-elect to act in the absence or disability of the president and to perform such other duties as may assigned to him or her by the president or the board. In the absence of the president, the execution by the president-elect on behalf of the association of any instrument will have the same force and effect as if it were executed on behalf of the association by the president.

Section 5 It will be the duty of the Secretary Treasurer to serve as the chairperson of the finance committee to work with IMA staff to report on finances and membership of the organization.

The secretary treasurer will present at each annual meeting of the board of directors a full report of the transactions and affairs of the association for the preceding year and will also prepare and present to the board of directors financial membership reports.

He or she will give all notices of meetings of the board of directors and all other notices required by law or by these by-laws.

Section 6 Any officer of the IMA, in addition to the powers conferred upon him or her by these by-laws, will have such additional powers and perform such additional duties as may be prescribed from time to time by the board of directors.

Section 7 Any officer may be removed from office by a vote of a majority of the board of directors. The matter of removal may be acted upon at any meeting of the board of directors, providing that notice of intention to consider said removal has been given to each board member and to the officer affected at least 30 days prior to the day such meeting is to be held.

ARTICLE IX — COMMITTEES

Section 1 The board of directors will have the following Standing Committees.

1. Executive Committee: This committee will be chaired by the president of the association and will also consist of

  • the president-elect
  • secretary treasurer

This committee will

  • implement policies for the IMA
  • assume responsibility for annual meetings and conferences
  • establish working groups for program development and appoint members and chairpersons to oversee their operation
  • review and recommend to the board of directors applications for affiliation
  • interpret and communicate the position of the IMA on mentoring issues related to the mission of the association
  • implement priorities determined by the board of directors
  • adopt and revise policies as recommended by the board of directors
  • the committee will routinely review progress of standing committees to ensure alignment with the IMA mission
  • routinely review the finances and membership of the organization

2. Finance Committee: this committee will monitor the fiscal operations of the organization, prepare and present a report to the Executive Committee.

3. Members Benefit Committee: this committee will be responsible for retaining membership through various initiatives.

4. Nominating Committee: this committee will be responsible for identifying and processing prospective candidates for vacancies within the board of directors.

5. Publications Committee: this committee will be responsible for development and distribution of all publications including website, brochures, newsletters, call for proposal and conference publications.

6. Governance Committee: this committee will assume responsibility to ensure that the IMA adheres to the association’s By-Laws through strategic planning and policy development in ways that support its mission.

7. Marketing Committee: this committee will develop and execute marketing efforts to promote the IMA.

8. Conference Planning Committee: this committee will assume responsibility for the planning and implementation of the International Mentoring Conference.

9. International Committee: this committee will assume responsibility for developing alliances and affiliations with international organizations and/or individuals.

Section 2 The President may designate ad hoc committees, each of which will consist of at least three members. The IMA president will appoint the chair of the committee. The studies, findings, and recommendations of all committees will be reported to the board of directors for consideration and or action.

ARTICLE X —CONFERENCES

Section 1 A International Mentoring Conference will be held at a location approved by the IMA Board of Directors. Files and conference information will be maintained by the association management and be accessible to the conference coordinator and accessible as authorized by the board of directors. The design, implementation and assessment of the conference will be the responsibility of the conference committee chairperson in collaboration with the conference coordinator.

Section 2 Regional Conferences may be held at the discretion of the board of directors. The decision, implementation and the assessment of the regional conference will be by the designated board member in collaboration with the regional planning team.

ARTICLE XI — APPOINTED ASSOCIATE BOARD MEMBERS

Section 1 Any board member may refer a potential associate board member to the board of directors for approval. The board of directors will select, through an application process, associate board members.

1. The term of the associate board membership will be at the discretion of the executive committee, but not for less than one year.

2. The associate board members responsibilities include supporting specific committee or IMA work as deemed necessary by the executive committee.

3. The associate board member is not required to attend the regular board meetings unless requested by the board president.

4. The associate board member is required to have been an IMA member for at least one year.

5. Associate board members may be considered for regular board membership after one year of service to the IMA and completion of the application process.

ARTICLE XII — AMENDMENTS

The governance committee of the board of directors will recommend amendments at any meeting of the board of directors. If approved by the board, changes to the by-laws will be taken to the membership. The membership may amend these by-laws at the annual meeting of the association. Written notice of the amendments must be sent to the IMA membership at least 30 days prior to the annual meeting. Each amendment must receive a two-thirds majority vote of those voting members at such meeting for approval.

ARTICLE XIII — DISSOLUTION

Upon the dissolution of the association and after the payment or the provision for payment of all the liabilities of the association, the board of directors will disperse the remaining assets of the association to individuals and/or organizations whose purposes support the goals of the association.

ARTICLE XIV — PARLIAMENTARY PROCEDURE

A modified version of Robert’s Rules of Order will be the authority for all questions of procedure at any meetings of the association.

ARTICLE XV — MISCELLANEOUS

Section 1 The association will have the power to indemnify and hold harmless any director, officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a director, officer, or employee (except in cases involving willful misconduct). The association will have the power to purchase or procure insurance for such purposes.

Section 2 The board of directors may authorize any officer or officers, agent or agents of the association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the association. Such authority may be general or confined to specific instances.

Section 3 All checks, drafts, and other orders for payment of funds will be signed by such officers or such other persons as the board of directors may from time to time designate.

Section 4 The association will keep minutes of all meetings and keep records of all financial transactions. Any member or his or her agent may inspect all books and records of the association for any proper purpose at any reasonable time. A fiscal report will be presented to the membership on a regular basis, at least annually.

Section 5 The fiscal year of the association will be January 1 through December 31.

Section 6 The duties of board member emeritus and past presidents will be determined by the Board of Directors.
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Revised 07/28/10