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Adopted June 1, 2006  
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International Retained Search Association

 

ARTICLE I – ASSOCIATION NAME

The name of the association shall be the INTERNATIONAL RETAINED SEARCH ASSOCIATION UA (hereafter referred to as “IRSA” or “the Association”).

This name shall also be designated by the acronyms IRSA and www.irsaonline.com

 

ARTICLE II – NONPROFIT ASSOCIATION

IRSA is an unincorporated business league association that is not organized for pecuniary profit or financial gain, and no part of its assets, income or profit shall be distributable to, or inure to the benefit of, its Members, Directors, or Officers except to the extent permitted under law.

 

ARTICLE III – DURATION

The duration of existence of IRSA shall be perpetual.

 

ARTICLE IV – PRINCIPAL OFFICE

The principal office of the association shall be Internet based at http://www.irsaonline.com, with an initial physical mailing address at 114 W. Monroe St, City of Mauston, County of Juneau, State of Wisconsin, Zip Code 53948.  The association may have such other offices as may from time to time be designated by majority vote of its Members.

 

ARTICLE V – AGENT

withheld to protect privacy online


ARTICLE VI – PURPOSES

The purposes for which IRSA is formed are exclusively those permitted under Section 501(c)(6) of the Internal Revenue Code of 1986 (hereinafter “the Code”) and consist of the following:

  1. To establish a professional organization or association for the advancement of the interests and education of retained search practitioners;
  2. To do any and all lawful activities which may be necessary, useful or desirable for furtherance, accomplishment, fostering or attainment of the foregoing purposes, either directly or indirectly and either alone or in conjunction or cooperation with others, whether such others be persons or organizations of any kind or nature, such as corporations, firms, associations, trusts, institutions, foundations, or governmental bureaus, departments or agencies.
  3. Notwithstanding any other provision in these Articles of Association, IRSA shall not have the power to carry on any activities which will cause it to fail to qualify, or not to continue to qualify as an organization exempt from federal income tax under Section 501(c)(6) of the Code.

 

ARTICLE VII – POWERS

In general, and subject to such limitations and conditions as are or may be prescribed by law, or in the Association’s Articles of Association or Bylaws, IRSA shall have all powers which now or hereafter are conferred by law upon an association organized for the purposes set forth in Article VI, or are necessary or incidental to the powers so conferred, or are conducive to the attainment of the Association’s purposes.

 

ARTICLE VIII – MEMBERSHIP

The conditions, terms and qualifications for membership in IRSA shall be set forth in the Bylaws of the association.  IRSA shall not afford pecuniary gain, incidental or otherwise, to its members.  The members shall not have any personal liability for any acts, debts, liabilities or obligations of the association.

 

ARTICLE IX – BYLAWS

The initial Bylaws of IRSA shall be adopted by the Steering Committee, and the power to amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Steering Committee.

 

ARTICLE X – EXECUTIVE BOARD

There shall be five elected Directors of the Executive Board.  The qualifications, terms of office, method of election, powers, authority and duties of the members of the Executive Board of IRSA, the time and place of their meetings and such other provisions with respect to them as are not inconsistent with the express provisions of these Articles of Association shall be as specified in the Bylaws of the Association.

The business and affairs of this Association shall be under the management and control of the Executive Board, which shall have and exercise all of the power that may be exercised by this Association pursuant to these Articles of Association, the Bylaws, and applicable laws.

The Executive Board shall consist of five members, who shall serve until their successor(s) are duly elected and qualified, or until the member is duly removed, as provided by the law or in the bylaws of the Association.

An action required or permitted to be taken at a meeting of the Executive Board may be taken by written action signed by the number of members of the Executive Board that would be required to take the same action at a meeting of the Executive Board at which all members of such were present; provided, however, that any Executive Board written action requiring member approval must in all instances by signed by all members of the Executive Board.

 

ARTICLE XI – LIMITATIONS ON LIABILITY

No Steering Committee or Executive Board member shall be liable to the Association or its members for monetary damages for an act or omission in the member’s capacity as a member of the Steering Committee or Executive Board, except that this Article does note eliminate or limit the liability of a member to the extent that the member is found liable for:

  1. a breach of the member’s duty of loyalty to the Association or its members;
  2. an act or omission not in good faith that constitutes a breach of duty of the Steering Committee or Executive Board member to the Association or its members or an act or omission that involves intentional misconduct or a knowing violation of the law;
  3. a transaction from which the Steering Committee or Executive Board member received an improper benefit, whether or not the benefit resulted form an action taken within the scope of the member’s respective office; or
  4. an act of omission for which the liability of the Steering Committee or Executive Board member is expressly provided by an applicable stature.

Any repeal or modification of this Article by the members of the Association shall be prospective only and shall not adversely affect any limitation on the liability of a member of the Executive Board or Steering Committee of the Association existing at the time of such repeal or modification.

 

ARTICLE XII – AMENDMENTS TO ARTICLES OF ASSOCIATION AND BYLAWS

These Articles of Association and Bylaws of IRSA may be amended by two-thirds (2/3) vote of members with voting rights present and entitled to vote at any duly held regular meeting of the Association, or at a duly held special meeting called specifically for that purpose, provided that the amendment has been published at least thirty (30) days before the meeting by direct mail or email to each member.


ARTICLE XIII – ACCOUNTING AND RECORDS

The fiscal year of IRSA shall be January 1 through December 31 of each year.

All minute books, correspondence and other records of the Association shall be preserved by the Executive Board.  Records that have ceased to be of use for the conduct of the affairs of IRSA may be turned over for preservation to a depository designated by it, or discarded.

 

ARTICLE XIV – DISSOLUTION

Upon dissolution of the Association, all of the assets and property of the Association shall, after payment of its just debts and obligations, be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

 

ARTICLE XV – ORGANIZATION

The names and street addresses of the organizers are:

            withheld to protect privacy online

 

 

 
 
       
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