Governance

Bylaws

ARTICLE V: HOUSE OF DELEGATES

Section 1.
House of Delegates Power, Authority, and Composition
The power, authority and composition of the House of Delegates shall be as stated in the Constitution. Except for such votes as are provided for by the Constitution and these Bylaws, and as otherwise required by law, all the powers, rights and privileges of the association's membership exercisable at any meeting, whether annual or special, shall be exercised by the House of Delegates.

Section 2.
House of Delegates Representation

1. Delegates. Each certified chapter, council, community and student chapter shall choose Delegates in accordance with procedures adopted by such components, which procedures shall conform to the Constitution, these Bylaws, and any policies and adopted procedures of the Board. The Board shall adopt procedures for the selection of delegates representing the members-at-large. Each component shall be entitled to the number of delegates equivalent to one percent of such component's membership count, rounded up to the next whole number. Each such component may select up to an equivalent number of alternate delegates. Each delegate shall have one vote and an alternative delegate may not vote without replacing the delegate. No delegate may represent more than one component. Delegates shall serve a term starting at the beginning of the annual conference after their selection and ending at the beginning of the following annual conference.
2. Record Date. The Board may fix record dates for determination of membership status for apportionment of delegates to components and for registration of delegates in advance of a meeting. The record date for registration of delegates shall not be more than 60 or less than 10 days before such meeting. A certified component shall mean certified by IFMA Service Center of Excellence as in compliance with these Bylaws and the Board's adopted policies and procedures as of the record date for apportionment of delegates to components.

Section 3.
House of Delegates Meetings

1. Annual Meeting. The House of Delegates shall hold an Annual Meeting at the association's annual conference at such time and place as determined by the Board or as delegated to President and Chief Executive Officer. If the Board fails to establish a time and place for the Annual Meeting before the end of the calendar year in which the Annual Meeting is to take place, or if the Board is unable to comply with the advance notice requirements for the planning of an annual conference by the end of the calendar year, the Board may call for a special meeting in lieu of Annual Meeting as soon as practical, at which meeting the House of Delegates may transact any business required to take place at the Annual Meeting.
2. Special Meetings. The Board of Directors,15 certified components or 500 members representing at least five components may request a special meeting of the House of Delegates by informing the President and Chief Executive Officer and stating the purpose for which the special meeting is to be called. The special meeting shall take place at such time and place as determined by the Chair in consultation with the President and Chief Executive Officer, but shall be scheduled not later than 60 days after the President and Chief Executive Officer has received the request for a special meeting. The President and Chief Executive Officer shall call the special meeting and provide delegates with notice of the time and place of the meeting, stating the purpose for which the special meeting is to be called. No business shall be transacted at a special meeting except in regard to the purpose mentioned in the meeting notice.
3. Notice. As required by law, written notice of meetings of the House of Delegates, whether annual or special, shall indicate the time, place and purposes of the meeting. The President and Chief Executive Officer shall either:
   1. transmit such notices to all members of the House of Delegates at least 10, but no more than 60, days before the date of such meeting; or
   2. prominently display such notice in an association publication published at least twice annually and distributed to all members of the House of Delegates, provided that the publication including such notice is transmitted at least 10, but no more than 60, days before the date of such meeting.
4. Agenda. The agenda shall include reports of officers and committees and business items received by IFMA Service Center of Excellence from any member of the House of Delegates at least 30 days before the date of the House of Delegates meeting.
5. Annual Membership Meeting and Attendance of Members at House of Delegates Meeting. These meetings may be combined into one meeting, at which all association members are invited to attend. However, only Delegates may make motions or vote. By majority vote, the House of Delegates may go into executive session and only members of the House of Delegates and those specially invited to attend may remain in the meeting room. For purposes of this provision, alternate delegates when not serving as delegates shall have the same rights as all other association members.
6. Procedural Rules. The House of Delegates may adopt rules for its own proceedings. Twenty members of the House of Delegates may demand that any vote be counted. Forty members of the House of Delegate may demand that any vote be taken by roll call or ballot. The House of Delegates will approve the minutes of a House of Delegates meeting. Minutes shall be distributed and approved at the next meeting.
7. Quorum. A quorum of the House of Delegates shall consist of 25 percent of the members of the House of Delegates qualified to attend the meeting whether in person or virtual.
8. No Proxies. Members of the House of Delegates cannot attend or act at meetings by proxy.

Section 4.
Referral
Any action taken by the House of Delegates shall be in the nature of a recommendation. The President and Chief Executive Officer shall provide a summation of the action taken by the House of Delegates to the Board of Directors and association staff for review.

Section 5.
Membership Votes without a Meeting

1. Authorization. The Constitution, these Bylaws or the Board by resolution may authorize a vote of the membership on specific issues. Any such vote shall be taken by ballot without a meeting.
2. Record Date. The record date for determination of membership status before distribution of ballots for a vote without a meeting shall be the date of the submission of ballots to the members.
3. Procedure. Any such ballots shall be distributed to all members in good standing. The ballot should include instructions regarding the manner of voting, the method of submission of ballots, and the date and time for members to submit completed ballots to IFMA Service Center of Excellence. All members may submit ballots by mail or other form of physical delivery, or by secure facsimile, email, Internet submission or such other electronic means as authorized by the Board. To be valid, votes must be received by IFMA Service Center of Excellence no more than 45 days after the submission of the ballot to the members. The Board may adopt detailed procedures implementing the balloting procedure.
4. Quorum. In any vote submitted to the membership by ballot without a meeting, unless otherwise required by law, the result shall be valid if at least 5 percent of the total members in good standing submit ballots.
5. No Proxies. In any vote submitted to the membership for a vote by ballot without a meeting, members may not vote by proxy.