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Adopted September 21, 2006  
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International Retained Search Association

 

ARTICLE I.  OFFICES

Section 1.01.   Principal Office

The principal office of the International Retained Search Association UA for the transaction of its business is located at the address of the designated Agent-Director of the Executive Board.  The Executive Board is authorized to change the principal office at their discretion, and shall notify all Association members of any such change in writing.

 

ARTICLE II.  MEMBERSHIP

Section 2.01.   Association Membership

  1. There shall be two classes of membership in this Association: Charter Member and Member.  Charter Members will be designated as members who first joined the organization prior to September 20, 2006 and have maintained a continuing membership in the Association.
  2. Both Charter Members and Members shall have voting rights in the Association, and the voting rights of each class of membership shall be equal.
  3. The interest of any Charter Member or Member of the Association is the personal property of that member, and no member shall have any interest in property held by the Association, regardless of the time or manner in which said property is acquired.

Section 2.02.   Eligibility

Any person who is engaged in the business of retained executive search at a level at or near 100% or anticipated to be at or near 100% within two years of joining the organization is eligible to be considered for membership.   Membership invitations are issued by the Executive Board.

Section 2.03.   Dues

All members shall pay annual dues in such amounts that shall be determined from time to time by resolution of the Board of Directors.  Annual dues amounts can vary between classes of membership.  Dues paid to the Association become the property of the Association and any severable or individual interest of any members terminated upon such payment.  

 

ARTICLE III.  MEETINGS

Section 3.01.   Place

Meetings of members shall be held at a place to be designated from time to time by the Board of Directors.

Section 3.02.   Regular Meetings

Members shall meet regularly as determined by the Board of Directors.  Directors shall be elected as prescribed in the bylaws at the annual Fall meeting of the Association each year.

Section 3.03.   Special Meetings

Special meetings of members shall be called by any three (3) Directors of the Association and held at such times and places as may be ordered by resolution of the Board of Directors or not less than ten (10) percent of the voting members of the Association.

Section 3.04.   Quorum

Fifty-one (51) percent the current members in good standing shall constitute a quorum.

 

ARTICLE IV.  EXECUTIVE BOARD DIRECTORS

Section 4.01.   Qualifications

Any individual member of this Association is qualified to be a Executive Board Director hereof.

Section 4.02.   Election

Directors shall be elected by the members present in person at the annual Fall meeting of the Association.  Directors shall be eligible for re-election provided they continue to meet the qualifications of office.

Section 4.03.   Terms of Office

Notwithstanding the first election of the organization in September 2006 when two Directors are elected for one (1) year terms, subsequent Directors shall be elected for a period of two years and shall serve the organization from their election at the Fall Meeting through the subsequent election the following year’s Fall Meeting.

The first election of Directors in September 2006 will include three directors with a 2-year term and two directors with 1-year terms.  This will allow a staggered re-election cycle for the Board of Directors.

Section 4.04.   Duties

It shall be the duty of the Directors:

  1. To perform any and all duties imposed on them collectively or individually by law, by the Articles of Association or by these Bylaws;
  2. To employ such agents and employees as may be authorized form time to time by the vote or written consent of the majority of the members of the Association;
  3. To supervise all agents and employees of this Association to assure that their duties are properly performed;
  4. To register their addresses with the Agent-Director of the Association, and notices of meetings mailed to them at such addresses shall be valid notices thereof.

Section 4.05.   Compensation and Expenses

Directors will serve without compensation, other than be reimbursed for expenses related to Board service, upon the approval of the Board of Directors.

Section 4.06.   Removal

The entire Board of Directors, or any individual director, may be removed from office at any time by the vote of a majority of the members of the Association.  If any or all Directors are so removed, new Directors may be elected at the same meeting and they shall hold office for the remainder of the terms of the removed Directors.  If new Directors are not elected at such meeting, the vacancy or vacancies created by the removal shall be filled as provided in Section 4.07 hereof.

Section 4.07.   Vacancies

Vacancies in the Board of Directors shall exist:

  1. on the death, resignation or removal of any Director;
  2. whenever the number of Directors authorized by the Articles of Association is increased by an amendment to the Articles of Association; and
  3. on failure of the members in any election to elect the full numbers of Directors authorized.

Vacancies shall be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director.

A majority of members of the Association may elect a Director at any time to fill a vacancy not filled by the Directors as provided in part (b) of this section.  Should all of the Director positions become vacant and there is consequently no Director left to fill vacancies, the vacancies shall be filled by a majority of the members present at a regular or special meeting of members called for that purposes, provided a quorum is present.

Persons elected to fill vacancies shall hold office for the unexpired terms of their predecessors, or until their removal or resignation as provided in these Bylaws.

Section 4.08.  Agent-Director

The Board of Directors shall designate one Director as Agent-Director.  This Director shall keep, or cause to be kept, at the principal office of the Association a book of minutes of all meetings and actions of the Directors, committees and members as well as all records of the Association.  The Agent-Director shall also be the chief financial officer of the Association and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the Association’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains or losses, capital earnings and other matters customarily included in financial statements.

The books of the account shall be open to inspection by any Director at all reasonable times.  The Agent-Director shall render to all Directors, upon request, an account of all transactions and of the financial position of the Association.  The Agent-Director shall deposit all monies and all valuables in the name and to the credit of the Association with such depositories as may be designated by the Board of Directors.  The Agent-Director shall have other powers and duties as may be directed by the Board of Directors or by the membership.

Section 4.09.   Meetings

Regular meetings of the Board of Directors shall be held at least annually, the time and place to be determined by the majority vote of Board of Directors.  Special meetings of the Board of Directors may be called by any member of the Board at such time and place as may be designated.  A quorum will consist of 1/3 of the members of the Board of Directors and a majority vote shall decide all matters unless otherwise provided by these Bylaws.  Meetings by telecommunication may be held in which all Directors in participation can hear each other.  Participating in such a meeting shall constitute presence in person at the meeting.

 

ARTICLE V.  BOOKS, RECORDS and REPORTS

Section 5.01.   Funds

All monies paid to the Association shall be placed in the general operating fund, except monies that are directly collected as payments for lodging and meeting expenses for the Fall and Spring meeting. 

Section 5.02.   Disbursements

Each disbursement shall be made by check signed by the Agent-Director.

Section 5.03.   Accounting Year

The accounting year for the Association shall end on December 31.

Section 5.04.   Budget

As soon as possible after election of an incoming Board of Directors, the Directors shall compile a budget of estimated income and expenses for the coming accounting year.

Section 5.05.   Annual Report to Members

Each year, each member may direct a written request for a copy of the most recent annual financial report and shall promptly be sent same by the Agent-Director.  Not later than 120 days after the close of the accounting year on December 31, the Association shall prepare an annual financial report containing a balance sheet and an income statement for the year.  The report shall be accompanied by a certificate by the Agent-Director of the Association that the statement was prepared without audit from the books and records of the Association.

Section 5.06.   Inspection by Directors

Every Director has an absolute right at any reasonable time to inspect all books, records and documents of any kind and the physical properties of the Association.

 

ARTICLE VI.  INDEMNIFICATION

Section 6.01  Indemnification

The Association shall indemnify its Directors to the fullest extent allowed by the law.

 

ARTICLE VII.  AMENDMENTS

Section 7.01  Indemnification

These Bylaws may be amended or altered by a two-thirds vote of the Board of Directors or by a majority of the members at any regular or special meeting, provided notice for the members includes the proposals for amendment.  Any proposed amendment or alteration shall be submitted to the Board or the membership, as the case may be, in writing at least thirty (30) days before the meeting at which they are to be acted upon.

 

 
 
       
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