Governance

Bylaws

ARTICLE VI: COMMITTEES, TASK FORCES AND COMMISSIONS

Section 1.
Standing Committees
The association’s standing committees shall include the following:

1. Executive Committee
2. Nominating Committee
3. Finance Committee
4. Ethics Committee
5. Audit Committee
6. Governance Committee

Section 2.
Executive Committees

1. Composition. As stated in the Constitution [Const. Art. IV], the Executive Committee shall consist of the officers of the association and the President and Chief Executive Officer (Ex-Officio).
   Authority. The Executive Committee shall exercise the authority of the Board in the control and management of the association’s affairs when the Board is not in session. The Executive Committee cannot modify action taken by the Board and the Board may modify any unexecuted action approved by the Executive Committee.
2. Meetings. Two members of the Committee may request the Chair or the President and Chief Executive Officer to call meetings of the Executive Committee. Such meetings shall take place not more than two weeks after such request, at such time and place as determined by the Chair, in consultation with the President and Chief Executive Officer. The President and Chief Executive Officer shall provide at least three days’ notice of such meetings, except in case of emergency. A majority of the Executive Committee shall constitute a quorum. Meetings may be held by teleconference provided that all participants in the meeting have access to teleconference facilities and all participants in the meeting can hear and be heard by all other participants in the meeting.
3. Procedural Rules. Except to the extent that the Board may prescribe rules for the proceedings of the Executive Committee, the Executive Committee may adopt rules for its own proceedings.

Section 3.
Nominating Committees

1. Composition. The Nominating Committee shall consist of the Immediate Past Chair as Committee Chair, if willing and able to serve, and otherwise the most recent Immediate Past Chair willing and able to serve, and a minimum of two association members appointed by the Committee Chair. No more than one member shall be a member of the same chapter. At least one member shall not be a Board member. If a member of the Nominating Committee becomes a candidate for office, that member must resign from the Nominating Committee.
2. Authority. The Nominating Committee shall perform those tasks relating to nomination of officers detailed in the Constitution. The Nominating Committee shall perform as detailed in Board policy. The Chair may request that the Nominating Committee assist in the investigation and location of potential Directors and standing committee members.
3. Meetings. As prescribed by the currently constructed committee.
   Procedural Rules. Except to the extent that the Board may prescribe rules for the proceedings of the Nominating Committee, the Nominating Committee may adopt rules for its own proceedings.

Section 4.
Finance Committees

1. Composition. The Finance Committee shall be composed of the First Vice Chair, Second Vice Chair, and President and Chief Executive Officer. The President and Chief Executive Officer shall designate one additional staff member to serve the Committee in an advisory capacity.
2. Authority. The Finance Committee shall be responsible for overseeing the association’s short- and long-term investments; directing the President and Chief Executive Officer regarding timeframes for presenting the association budget to the Committee and the Board; and reviewing the association’s annual budget prior to presentation to the Board of Directors.
3. Meetings. As prescribed by the currently constructed committee.
4. Procedural Rules. Except to the extent that the Board may prescribe rules for the proceedings of the Finance Committee, the Finance Committee may adopt rules for its own proceedings.

Section 5.
Ethics Committees

1. Composition. The Ethics Committee shall consist of the Immediate Past Chair as Committee Chair, if willing and able to serve, and otherwise the most recent Immediate Past Chair willing and able to serve, and the two next most recent Immediate Past Chairs willing and able to serve. The President and Chief Executive Officer shall serve the Committee in an advisory capacity. If a member of the Ethics Committee is the subject of a conflict of interest as determined by the Board’s Conflict of Interest Policy, the Past Chair who served as Chair most recently before the serving Committee members and who is willing to serve, shall serve as a replacement Committee member. The Board may approve the creation of subcommittees of the Ethics Committee, chaired by an Ethics Committee member and including other association members appointed by the Ethics Committee who are not Ethics Committee members, to carry out investigations under the supervision of the Ethics Committee.
2. Authority.
   1. The President and Chief Executive Officer shall receive all unresolved charges of violations by an association member, Director or Officer of the association’s Articles of Incorporation, Constitution, Bylaws, or adopted policies and procedures, including but not limited to the Code of Ethics. The President and Chief Executive Officer shall forward all such charges to the Ethics Committee for review and investigation. The Ethics Committee shall report on the results of its investigation of each such charge to the Executive Committee and the Board, with a recommendation whether discipline is warranted and, if so, the appropriate form of discipline.
   2. The Ethics Committee shall prosecute any removal action against an elected Officer pursuant to Bylaws Article III, § 10(b).
   3. Any association member may refer a question regarding interpretation of the Code of Ethics to the President and Chief Executive Officer for possible referral to the Ethics Committee for an advisory opinion, which the Ethics Committee shall report to the inquirer and the Board.
3. Meetings. As prescribed by the currently constructed committee.
4. Procedural Rules. Except to the extent that the Board may prescribe rules for the proceedings of the Ethics Committee, the Ethics Committee may adopt rules for its own proceedings.

Section 6.
Audit Committees

1. Composition. The Audit Committee shall be composed of the Second Vice Chair and four association members in good standing, no one of whom shall be an employee of the association.
2. Authority. The Audit Committee is empowered to provide oversight relating to the association’s financial reporting process and systems of internal control. All of the Audit Committee’s findings will be reported to the Board of Directors through the Second Vice Chair.
3. The Ethics Committee shall prosecute any removal action against an elected Officer pursuant to Bylaws Article III, § 10(b).
   Any association member may refer a question regarding interpretation of the Code of Ethics to the President and Chief Executive Officer for possible referral to the Ethics Committee for an advisory opinion, which the Ethics Committee shall report to the inquirer and the Board.
4. Meetings. In accordance with the Audit Committee Charter.
5. Procedural Rules. In accordance with the Audit Committee Charter.

1. Composition. The Governance Committee shall consist of a minimum of five and no more than seven members. Standing members of the committee are the President and Chief Executive Officer, Corporate Secretary and Immediate Past Chair. The Committee Chair shall be appointed by the Board Chair.
2. Authority. The Board of Directors of IFMA authorizes the Governance Committee, within the scope of its roles and responsibilities, to:
   1. Periodically review the board’s practices regarding conflict of interest and confidentiality and suggest improvements as needed.
   2. Periodically review the board’s policy guidelines and practices and suggest improvements as needed.
   3. Periodically review and update the association’s Constitution and Bylaws and suggest improvements as needed.
3. The Ethics Committee shall prosecute any removal action against an elected Officer pursuant to Bylaws Article III, § 10(b).
   Any association member may refer a question regarding interpretation of the Code of Ethics to the President and Chief Executive Officer for possible referral to the Ethics Committee for an advisory opinion, which the Ethics Committee shall report to the inquirer and the Board.
4. Meetings. Meetings will be conducted at a minimum of once a year or more often if called by the Committee Chair. The Chair will develop an agenda to be distributed to the committee members ten days prior to each meeting. The Chair is responsible for overseeing the operation of the committee, chairs the meetings in cooperation with the association staff and coordinates meetings, both physical and virtual.
5. Procedural Rules. Except to the extent that the Board may prescribe rules for the proceedings of the Governance Committee, the Governance Committee may adopt rules for its own proceedings.

Section 8.
Special Committees
With the approval of the Board of Directors, the Executive Committee shall establish and determine the terms and charter of additional special committees. The members of such committees shall be selected by the Executive Committee and approved by the Board of Directors. The charter for all Special Committees formed by the executive committee include specific directives to the committee, term limits, leadership roles and rotation, number of members, sun setting provisions, staff liaison, etc.

Section 9.
Task Forces
The Chair with approval of the Executive Committee shall establish and determine the terms of task forces. The members of such task forces shall be selected by the Chair or Executive Committee. The charter for all Task Forces shall include specific directives to the Task Force.

Section 10.
Certification Commission

1. Composition. The Certification Commission appoints all its members according to the guidelines outlined in the Certification Commission Operating Rules.
2. Authority. The Certification Commission shall be responsible for the independent oversight, development and operation of the association’s certification programs. All policy decisions relating to credentialing governance matters for certification credentials shall be the sole decision of the Certification Commission who shall have the independent oversight of certifications and are not subject to approval by any other body. Responsible for oversight of the global job task analysis process, certification exam development, defining the job role of facility management and determining the standards against which facility management professionals will be measured.
3. strong>Meetings. The Certification Commission shall hold its annual meeting in person at IFMA’s annual conference. Additional meetings may be held by teleconference provided that all participants have access to teleconference facilities and all participants in the meeting can hear and be heard by all other participants in the meeting.
4. Procedural Rules. The Certification Commission shall adopt Operating Rules for the certification process governance in order to ensure compliance with the requirements and standards of the applicable third-party accrediting bodies.

Section 11.
Certificate Commission

1. Composition. The Certificate Commission appoints all its members according to the guidelines of the accreditation body as outlined in the Certificate Commission Operating Rules.
2. Authority. The Certificate Commission shall be responsible for the independent oversight, development and operation of the association’s certificate programs. All policy decisions relating to credentialing governance matters for certificate-based programs and related materials shall be the sole decision of the Certificate Commission who shall have the independent oversight of certificates and are not subject to approval by any other body. Responsible for the development and updating the facility management body of knowledge.
3. Meetings. The Certificate Commission shall hold its annual meeting in person at IFMA’s annual conference. Additional meetings may be held by teleconference provided that all participants have access to teleconference facilities and all participants in the meeting can hear and be heard by all other participants in the meeting.
4. Procedural Rules. The Certificate Commission shall adopt Operating Rules for the governance of certificate program activities in order to ensure compliance with the requirements and standards of the applicable third-party accrediting bodies.

Section 12.
Authority to Act
A committee, task force or commission may act immediately upon notification to the members of the committee, task force or commission that the committee, task force or commission is complete.