Article 1 – OBJECTIVE

The INTERNATIONAL SOCIETY FOR PERFORMANCE IMPROVEMENT (hereinafter known as the – “Society” or “ISPI”) is incorporated as a nonprofit organization in the state of Texas for the purpose of collecting, developing, and disseminating information concerned with improving human performance.

This Society is incorporated in the state of Texas under Charter No. 15281 issued in July 1962 as an organization operated, not for profit, but exclusively for educational and scientific purposes. This Society shall operate as an educational and scientific organization with the tax-exempt status provided in the Internal Revenue Code of 1954 as amended. The first Annual Conference of the Society, held on March 30, 1963, adopted the first Constitution and Bylaws.

Section I. Promotions – This Society shall promote its purpose through meetings of its members for the interchange of knowledge and experience; through the activities of its members; through dissemination of research findings, through publications; through workshops, institutes and conferences; through committee and sub-committee meetings of its chapters and its members; and through such other means as the membership and the ISPI Board of Directors may lawfully authorize.

Section II. Legal Status – This Society shall conduct its activities and undertake to achieve its purpose only by the ways and means consistent to be an educational and scientific organization within the meaning of section 501C (3) in the Internal Revenue Code of 1986 as amended.

Section III. Prohibitions – This Society shall not conduct any of the activities of a business league, or of any of the other types of organizations listed in 501C (6) of the Internal Revenue Code of 1986, as amended, and shall not seek to promote or improve the business or economic status of any of its members or any profession to which any of its members may belong. This Society shall not engage in any activity other than those necessary to carry out its purposes in a manner consistent with the non-profit status requirements of Section 501C (3) of the Internal Revenue Code of 1986, as amended, and other related sections of the law.

Section IV. Eligibility – Membership in the International Society for Performance Improvement shall be open to those interested in the purposes of the Society. An applicant for membership will be deemed a member when the applicant’s dues are paid. All paying members have the same rights, privileges, and duties to attend meetings of the Society and its chapters, to vote, to hold office, and to receive the regular publications of this Society subject to the Bylaws. Continued membership is contingent upon being up-to-date on membership dues. The Society shall not discriminate on the basis race, religion, age, national origin, veteran status, disability, wealth, political affiliation, sexual orientation, handicap, or gender expression.

Section V. Types of Membership and Definition - The types of memberships shall be determined by the Board of Directors to best attain the objectives of the Society. Memberships include both individual and organizational/corporate memberships, which may be tiered or multi-level. The Board shall determine the privileges of the types of membership and the duration of such privileges. The Board of Directors shall publish such information of types of membership, attendant privileges, dues, and publications. Active members are those paying the annual Society dues. Student members are active members who may receive a reduced dues rate. Retired members may receive reduced rates.

Section VI. Charter Members – All members of this Society, whose names appear on the membership role on or before July 1, 1962, shall be deemed charter members of the Society and shall be so recorded in the archives of the Society. They shall remain members for life without payment of dues and have the same benefits as active members.

Section VII. Honorary Life Members – By unanimous decision of two successive Board of Directors, a Society member may be declared an Honorary Life Member, to recognize outstanding and significant contributions to the field of human performance technology and the Society. Honorary Life Members are not subject to dues but have the same benefits as active members.

Section VIII. Annual Dues – The amount required for annual dues shall be set by the Board of Directors and shall include subscriptions to such publications as authorized by the Board of Directors. The dues to be paid by the various types of membership and the publications of the Society to which they will be entitled, shall be determined by the Board of Directors. The Board of Directors may authorize special subscription rates to publications of the Society for special groups of subscribers.

Section IX. Rights of Members – Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of members. Each member shall be eligible to appoint one voting representative to cast the member’s vote in Society elections.

Section X. Resignation and Termination - Any member may resign by filing a written resignation with the Board of Directors. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. Any member delinquent in payment of dues shall be dropped from membership provided the member has been notified in writing of his/her delinquency. The Board of Directors may exclude from membership any individual when it deems such action to be in the best interest of the Society. A member can have their membership terminated by a majority vote of the membership.

Section XI. Non-Voting Membership - The Board of Directors shall have the authority to establish and define non-voting categories of membership.

Article 2 – CHAPTERS

Section I. Policy – It is the policy of the Society to encourage and recognize the establishment of chapters and its members. The Board of Directors shall have the authority to control the establishment, guidance, and termination of these and shall establish regulations for this purpose. The provisions of the Certificate of Incorporation and the Bylaws shall be equally bonding upon the Society and all of the chapters.

Section II. Achieving Chartered Status – A forming charter gains an ISPI Charter when it satisfies the following requirements, which shall be documented and on file at the ISPI Headquarters:
a. Three (3) Board members of the chapter are members of ISPI throughout their tenure and at all times the chapter charter is in effect: These Board positions or equivalents: president, president-elect, and one other officer. It is recommended that at least 10% of the chapters membership be ISPI members.
b. The chapter has bylaws filed with ISPI Headquarters that have no conflict with the ISPI Bylaws. Amendments to the chapter bylaws must also be filed with the ISPI Headquarters when they are officially adopted by the chapter.
c. Appointed/elected chapter officers according to local bylaws shall include a national liaison officer, usually the President. Lists of these officers must be updated and sent to ISPI Headquarters at least on an annual basis or as changes occur.
d. Chapters must have a commitment to the mission and vision of ISPI and agree to the terms and conditions as established in the Letter of Agreement. A signed letter of agreement must be received by ISPI Headquarters.
e. Terms of a chartered chapter are a maximum two-year time period. All charters will expire and need to be renewed on June 15 of each odd-numbered year. At that time, new charters will be issued to qualifying chapters and two-year chartering
period will begin again.

Section III. Retaining Charter Status – To retain status as a chartered ISPI chapter, chapters must meet the following requirements:
a. At all times the chapter must be in compliance with paragraphs A, B, C, and D of Section II, Article III.
b. Chapters must re-charter by signing a letter of agreement and submitting a list of officers and a copy of bylaws by June 15 of each odd-numbered year.

Section IV. Achieving Forming Status – To achieve status as a forming ISPI chapter, chapters must meet the following requirements:
a. Two (2) members of the chapter are members of ISPI throughout their tenure and are acting in the following chapter capacities; president, one other officer.
b. The chapter must file a state of interest to form with ISPI Headquarters.
c. Appointed/elected chapter officers according to local bylaws shall include a
national liaison officer, usually the president. Lists of these officers must be updated and sent to ISPI Headquarters on at least an annual basis or as changes occur.
d. Chapters must have a commitment to the mission and vision of ISPI and agree to the terms and conditions as established in the Letter of Agreement. A signed letter of agreement must be received by ISPI Headquarters.
e. Terms of a forming chapter is a maximum two-year time period. A forming
chapter may renew their forming agreement for an additional two-year term at which point they must file as a Charter chapter. A chapter may form at any time, however all charters will expire and need to be renewed on June 15, of each odd-numbered
year. At that time, new charters will be issued to qualifying chapters and the two- year chartering period will begin again.
f. A chapter may convert from a Forming Chapter to a Chartered Chapter at the next chartering period as long as the chapter has met all of the requirements and desires to change their status.

Section V. Retaining Forming Status – To retain status as a forming ISPI chapter, chapters must meet the following requirements:
a. At all times the forming chapter must be in compliance with paragraphs A, B, C, and D of Section II, Article III. Two (2) members of the chapter are members of ISPI throughout their tenure and are acting in the following chapter capacities: president, one other officer.
b. Forming chapters must re-charter by signing a letter of agreement and submitting a list of officers and a current statement of interest by June 15, of the next odd-
numbered year.
c. A chapter may convert from a Forming Chapter to a Chartered Chapter at the next chartering period as long as the chapter has met all of the requirements and desires to change their status.

Article 3 – ANNUAL MEETING

Section I. Location – At the annual conference of the Society, the Board of Directors shall hold an Annual Meeting to discuss the state of the Society, receive reports on the activities of the Society, and hear from the membership. For all persons attending the meeting and/or conference, there may be a registration fee as fixed by the Board of Directors. Special meetings and joint meetings with related societies shall be subject to the approval of the Board of Directors.
Section II. Quorum -- Two thirds of the Board of Directors and 10% of the Society’s active members shall constitute a quorum for the Annual Meeting. All actions shall be by a majority vote of the members present. If a quorum is not present at the Annual Meeting, a mail or electronic vote shall be conducted for pending resolutions.
Section III. Resolutions – Any officer may present a resolution at the Society Annual Meeting. Other active members will submit resolutions to the Board of Directors for their review and placement on the agenda for the Annual Meeting no later than 60-days prior to the meeting. All committee reports and proposals shall be submitted to the Board of Directors for action.

Section IV. Special Meetings - Special meetings of the active membership may be called by the President, the Executive Committee, or a majority of the Board of Directors. A petition signed by five percent (5%) of active members may also call a special meeting. Written notice of a special meeting shall be given to each voting member, electronically or by mail, not less than two weeks prior to the meeting.

Article 4 – ORGANIZATION

Section I. Authority – The highest authority for deciding the policies and managing the affairs of the Society is the active (voting) membership duly assembled or voting by means deemed by the Board of Directors. The membership elects the Board of Directors. The membership resolves policy questions brought to it, and may confirm, revise, or repeal the action of the Board of Directors or any officer or employee of the Society by a majority vote of the active membership at the Annual Business Meeting, if a quorum is present.

Section II. Board of Directors – The affairs of the Society shall be managed by a Board of Directors who need not be residents of Texas but must be active members of the Society. The Board of Directors shall determine policy and legislate for the Society between meetings of the membership of the Society. The Board of Directors may establish Bylaws and other regulations for the conduct of the work of the Society. The Board of Directors will have the authority over all policies and procedures pertaining to the Certified Performance Technologist program. The Board through its power has delegated all decisions regarding the process of awarding of individual certifications to the Certification and Accreditation Committee, including but not limited to acceptance, rejection of applications, and appeals process.

Section III. Committees and Task Forces – The Board of Directors shall appoint committees and/or task forces with specific tenure or objectives as needed. Committee activities shall be governed by the ISPI Committee Handbook maintained by the Secretary and approved by the Board of Directors as well as individual committee handbooks, where developed. All committee members must be active members of the Society.

Section IV. Other Affiliations – The Executive Director in consultation with the Board of Directors is authorized to seek and approve other mutually beneficial agreements and affiliations with other organizations and business partners that commit to and pursue the Society’s vision and mission. Such affiliations and partnerships shall be codified in written contractors and/or agreements to include but not limited to roles, responsibilities, financials, decision making, and termination.

Section V. Annual Budget and Financial Accounting – The Executive Director, in consultation with the President and Treasurer, shall present to the Board of Directors a proposed annual budget no later than July 31 of each year. The Board of Directors shall review, revise, and approve the annual budget no later than September 30 of each year. The Board of Directors shall authorize a certified public accountant to annually audit the records of the Society and prepare the Society’s annual Form 990. The fiscal year of the Society will be October 1 to September 30. Annual financial reports shall be presented to the membership at the Annual Meeting.

Section VI. Document Management – The Executive Director shall establish maintain the Society’s document management policies and procedures and provide them for biennial review by the Board of Directors. All official Society documents
shall be stored and archived in a secure Society document management system. Requests for access to or copies of Society documents shall be made in writing to the Executive Director. At the completion of their terms, all Board of Director members shall transfer and destroy all official Society and Board of Director documents and communications from personal files, storage devices, and online services.

Section VII. Publications – The Society shall publish at least one official publication on a regular schedule. Journals, reports, proceedings, and other documents shall be published as authorized by the Board of Directors.

Section VIII. Awards – Honorary Awards and Awards of Excellence shall be defined in and governed by the Awards Handbook maintained by the Executive Director and approved by the Board of Directors.

Article 5 – OFFICERS

Section I. Number - The Board of Directors shall consist at least three (3) and up to five (5) Officers (President, President-Elect, Treasurer, Secretary, Past-President) and eight (8) additional Directors. The Board shall determine a method for selecting officers. If a Director assumes and Officer position, he/she assumes the term of that position.

Section II. Requirements - All members of the Board of Director shall be an active member of the Society. No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or
affinity may serve on the Board of Directors at the same time. Each member of the Board of Directors shall attend the annual meeting and at least 85% of regularly scheduled meetings of the Board of Directors per year. Annually, the Board of Directors shall set individual Director’s financial contribution requirements to the Society, all or part of which may come from value paid for or solicited by the Board member and received by the Society.

Section III. Nominating Committee – The President shall recommend, for Board of Directors approval, the Nominations Chair and least five to seven additional committee members, who represent widespread and representative demographic and geographic (U.S. and International) distribution of the Society, at least thirty days prior to the annual meeting. The Nominating Committee will be duly approved by the Board of Directors and authorized to obtain valid nominations for each open Director position and recommend to the Board of Directors at least two for each open position. The Board of Directors will approve the nominations for voting by the Society’s active members.

Section IV. Voting – Directors shall be elected by paper or electronic ballot by the Society’s active members using such procedures, as the Board of Directors shall provide. Based on the number of Director vacancies, the nominee(s) receiving the highest number of votes for each office and at least 20% of the total vote shall be declared elected.

Section V. – President-Elect Selection – The President-Elect shall be elected by a majority vote of the Society’s membership.
Section VI. Assuming Duties – The President and other elected officers of the Society shall assume their responsibilities at the Annual Meeting following their election.

Section VII. President – The President of ISPI serves as the Chief Elected Officer and Chair of the Board of Directors. The President assumes the Past-President position at the conclusion of his/her term. The President represents the best
interests of the entire membership, the best interests of the Society, and the best interests of the profession. The President serves in a capacity of leader in motivating other officers, Board members, and staff. During the President’s term, the President directs the affairs in keeping with goals, objectives, policies, and strategic direction established by the Board of Directors. The President is ISPI’s spokesperson and its motivational leader.

Section VIII. President-Elect – The President-Elect shall be elected by a majority vote of the Society’s membership. The President-Elect serves for the term beginning at the Annual Meeting occurring two years before the expiration of the term of the incumbent President. The President-Elect serves for a two-year term. The President-Elect’s efforts are directed to assuming the presidency and assignments are designed in preparation for that transition. The President-Elect serves to provide continuity of programs, goals, objectives, and strategic direction in keeping with policy established by the Board of Directors.

Section IX. Treasurer – The Treasurer shall be nominated by the President and confirmed by a majority vote of the Board of Directors. The Treasurer shall serve as both a Director and as the Chief Elected Financial Officer. As a Director, the Treasurer is responsible to help establish and maintain the strategic direction of ISPI. As the Financial Officer, the Treasurer is responsible for recommending, updating, and monitoring financial policies of the Society. The Treasurer represents the best interests of the entire membership, especially as it pertains to fiscal responsibility, the financial soundness of the Society, and the prudent application of funds in keeping with goals, objectives, policies, and strategic direction established by the Board of Directors. In this role, the Treasurer also acts as a member of the Executive committee. The Treasurer is the formal spokesperson to ISPI on financial matters.

Section X. Director – Each Director on the Board serves as leader in motivating support for established policy, serves to develop new policy, and serves to obtain support for the Society’s programs. A Director provides an objective point of view in open discussion on issues affecting the membership and the profession. He or she should thoroughly analyze each problem considered, vote responsibly, and then support those actions adopted by majority vote. Individually, each member of the Board is considered a spokesperson for ISPI and represents the integrity, dedication, and loyalty to established policy.

Section XI. Secretary – The Secretary shall be nominated by the President and confirmed by a majority vote of the Board of Directors. The Secretary is the official records and correspondence keeper of the organization. The Secretary or their designee shall act in that capacity. The Secretary’s duties shall consist of recording of all votes and minutes of all proceedings in the official records book and sending notices of all meetings and other correspondence to the members of the Board of Directors. The Secretary will carry out other duties that are directed by the Board or required to be performed by the Secretary under the Texas Business Organizational Code.

Section XII. Terms – The term of office for the office of President is two years. The term of office for the offices of President-Elect is two years and Immediate Past-President is for one year. The term of office for Treasurer is two years. The term of office for Secretary is for two years. The term of office for a Director is two years. A Director may be re-elected. If a Director assumes an officer position, he/she assumes the term of that position.
Section XIII. Removal of an Officer - Any member of the Board of Directors may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors, if in their judgment the best interest of the
Society would be served thereby. An active member of the Society may make a written proposal to remove an officer to the Executive Director or any officer of the Board of Directors, which will be reviewed and acted upon by the Board of Directors in accordance with the provisions above. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.

Section XIV. Vacancies – Any vacancy occurring in the elected Board of Directors shall be filled from the Society membership by the remaining officers for the unexpired term of office.

Section XV. Quorum for Directors – Two-thirds of the voting officers shall constitute a quorum of the Board of Directors.

Section XVI. Executive Committee- The Executive Committee consists of the Board of Directors’ officers: President, President-Elect, Treasurer, the Secretary and up to two other members of the Board of Directors who shall be nominated by the President and confirmed by a majority vote of the Board of Directors for a one-year term ending at the at the conclusion of the next Annual Meeting of the Society. The Executive Committee acts on behalf of the Board of Directors to respond to short notice, high priority, and/or sensitive issues of high import. The Executive Committee completes the annual performance evaluation of the Executive Director and may discuss any issues pertaining to the Society and make recommendations to the Board of Directors. Any actions of the Executive Committee will be reported to Board of Directors at the next meeting.

Article 6 – ISPI HEADQUARTERS OFFICE

The Society shall maintain a Headquarters Office for the promotion of the objectives of the Society and its chapters. The Headquarters Office shall be established as such place and with such personnel and facilities as the Board of Directors shall specify. The Board of Directors is authorized to hire an Executive Director to manage the Society. The Executive Director serves as Chief Staff Officer, Chief Executive Officer, and Publisher of the Performance Improvement Journal and other official ISPI publications. The Executive Director reports to the President, and the Board of Directors shall approve the Executive Director position description, labor contract, and annual appraisals.

Article 7 – BYLAW AMENDMENTS

Any member of the Society may propose in writing an amendment to the Bylaws by submitting the proposal to the Executive Director or any member of the Board of Directors. All proposals shall be reviewed annually by the Board of Directors prior to the Annual Meeting. Any revisions to the Bylaws shall be drafted and presented to the Society membership for a 30-day comment period prior to voting by the Board of Directors. The proposed amendment(s) shall be adopted by receiving at least a majority of the votes of the Board of Directors. No later than 60- days from the date of approval of the Bylaw changes, the membership of the Society shall be notified in the official publication of the Society.

ARTICLE 8 – INDEMNIFICATION

The Society may, by resolution of the Board of Directors, provide for indemnification by the Society of any and all of its directors and officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action suit or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors or officers of the Society except in relation to matters as to which such director or officer or former director or officer shall be judged in such action suit, or proceeding to be liable for negligence or misconduct, in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

ARTICLE 9 – DISSOLUTION

The Society 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 the association. On dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified charitable educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Bylaws ISPI 2021