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Knowledge Management Association Constitution & By-laws

The name of this not-for-profit corporation shall be the Knowledge Management Association), hereinafter referred to as the Association.
Section 1.  The Association is hereby organized for the following purposes:
(i)       to provide a professional association for individuals and organizations having an interest in the discipline of Knowledge Management(KM); 
(ii)     to promote and develop Knowledge Management(KM) for the benefit of humanity;
(iii)    to enable open communications and dissemination of information and knowledge about KM for the benefit of its members and the organizations they serve;
(iv)    to engage in any and all activities permitted to organizations registered as 501(c)(6) organizations.
Section 2. The Association is organized exclusively for educational, scientific, and charitable purposes, including, for such purposes, the making of distributions to organizations exempt from federal income tax under IRS Section 501(c)(6).
Section 3. No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office (including the publishing or distribution of statements).
Section 4. No part of the property, assets, or net income of the Association shall inure to the benefit of, or be distributable to, its officers, directors, committee members, employees, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
Section 5. Notwithstanding any other provision of these bylaws, the Association shall not carry on any other activities not permitted to be carried on by a corporation: (i) exempt from federal income tax under IRS Section 501(c)(6); (ii) contributions to which are deductible under IRS Section 170(c)(6); and (iii) formed under the Act.
The Association shall maintain a registered agent, and may have offices within any State as shall be determined by the board of directors of the Association.
Section 1. Members. The Association shall have members in such classes and such numbers, according to policies adopted by the board.
Section 2. Membership Term, Voting Right Classifications, and Qualification. The term, voting rights (if any), characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members shall be determined by the board. Application for membership in the Association shall be made pursuant to procedures established by the board.
Section 3. Determination of Membership Dues and Obligation to Pay. Membership in the Association carries a definite obligation to pay any membership dues and assessments established by the board. The board shall fix the amount of membership dues and/or assessments (if any) for all membership classes each year and reserves the right to increase the membership as determined by the board.
Section 4. Termination of Membership. Membership in the Association, and/or specific membership rights, may be suspended or terminated if a member does not pay the required membership dues, in full, by the due date established by the board, or according to policies adopted by the board.
Section 5. Annual and Regular Meetings. There shall be an annual meeting of the membership to be held at a time and place designated by the board of directors. There may be other regular meetings of the membership as the board may decide. Notice of such meetings shall be given to all members at least thirty (30) days before the date of the meeting. Notice shall include the date, place, hour of the meeting, and any business known to be brought before the assembly. The Association may provide notice of any regular or annual meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given.
Section 6. Special Meetings. Special meetings of the membership may be held by direction of the board. The board shall fix the time and place for holding any special meeting of the members. Written notice of any special meeting of the voting membership shall be provided to each member either in person or postmarked by first class mail (or email) not less than twenty (20) days and not more than thirty (30) days before the time set for such a meeting, and must include the time, date, place, and purpose of such meeting. The Association may provide notice of any special meeting of the voting membership by any means of electronic delivery that is allowed by the Act at the time the notice is given.
Section 7. Quorum. A quorum is defined by a simple majority for the transaction of business decisions made by the designated officers of the Association.
Section 8. Manner of Acting. The act of a majority of the voting members present and voting at a duly called meeting of the voting members at which a quorum is present shall be the act of the voting membership, except as otherwise provided by law, by the Association's Certificate of Incorporation, or by these bylaws, or the adopted parliamentary authority. Each voting member shall have one (1) vote on all matters submitted to a vote of the voting members. Voting by proxy shall be allowed as determined by the board.
Section 9. Action by Written Ballot. Pursuant to the Association's Certificate of Incorporation and the Act, any action that may be taken at a meeting of the voting members may be taken without a meeting if the action is approved in writing by voting members holding a majority of the voting power of the members voting on such action, presuming that the number of votes approving such action is equal to at least a quorum; provided, however, if the Act or these bylaws specifically require approval by a higher proportion to take a certain action, then such proportion shall be required to take such action by written consent. The action must be evidenced by one (1) or more written consents describing the action taken, signed by those members representing at least a majority of the voting power of the members responding to the Association's written request to vote on such action, delivered to the Association for inclusion in the minutes or filing with the corporate records, and otherwise carried out pursuant to the requirements of the Act. The written ballot required under this Section may be delivered in any manner or format allowed by the Act at the time the ballot is to be taken.
Section 1.  General Powers: The business and affairs of the Association shall be managed by its Board of Directors/Association Officers. Members of the Board of Directors may be residents of any country in the world.
Section 2.  How Constituted: The Board of Directors of the Association shall consist of the following officers: President, President-Elect (Vice-President), Past President, with the optional positions of Secretary, Treasurer, and Directors at Large as required. Additional Directors at Large may be added to the Board as the Association requires additional leadership; the Board shall terminate positions upon majority vote. Beyond this point Board of Directors Officers shall also hold the title of Director.
Section 3.  Number, Tenure, and Qualifications: (Number) The number of Directors of this Association shall not be less than three (3) (Tenure) The term of each Director or officer shall be one (1) year, and no more than three (3) consecutive terms may be served. Each President serves for a total of 3 years; first as President-Elect, then as President, and lastly as Past-President. Officers may occupy dual positions until the Board modifies these bylaws to remove this option. (Qualifications) A Board member or Director on the board should be considered a respected member of the KM community or other well respected member of any other professional discipline. A Director should have a verifiable background in Knowledge Management and should abide by the highest ethical standards. An official board member shall have served a previous year as a national board member in some capacity or as an authorized KMA chapter officer in a registered KMA chapter.
Section 4.  Meetings (Annual, Regular, and Special): (Annual) The annual meeting of the Association shall be held at a time and place determined by the Board of Directors. The annual meeting may be a virtual meeting with a majority of the Directors present. (Regular) Additional regular meetings may be held as determined by the Board of Directors. (Special) Special meetings as needed may be held by the Board of Directors. Meetings may be held via telecom or web-conference. All members are invited to attend any annual, regular, or special meeting of the Association.
Section 5.  Notice: Notice of any regular or special meetings of the Board of Directors shall be delivered electronically to each Director and to each local Chapter President at least two days in advance of the meeting. Notice of the annual meeting of the Board of Directors shall be delivered electronically to each Director and to each local Chapter President at least three months in advance of the annual meeting.
Section 6.  Quorum: A majority of the directors shall be present to constitute a quorum for the validity of any decision made to be effective and binding. If a majority of the Directors are not present the Directors in attendance may adjourn the meeting until another meeting can be scheduled.
Section 7.  Manner of Acting:The act of a majority of the voting directors present at a duly called meeting of the board at which a quorum is present shall be the act of the board, except as otherwise provided by law, by the Association's Articles of Incorporation, these bylaws, or the parliamentary authority. No proxy voting shall be permitted.
Section 8.  Informal Action: Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting if consent is obtained in writing and signed by all active Directors. Signature authority shall be accepted via email correspondence.
Section 9.  Compensation: Directors/officers shall not normally receive any salary or compensation for their services to the Association. But the Board of Directors may fix a sum and expenses for attendance at regular meetings, as is allowed and approved by the board. Board of Directors/Officers may receive compensation as determined by the Board of Directors at some future date.
Section 10.  Removal or Resignation: Members of the Board may be removed from their position upon missing three consecutive Board of Directors meetings. Any member of the Board may be removed by a majority vote of the Board. Any Board member or officer may resign at any time by giving written or verbal notice to any board member.
Section 11.  Voting: Persons holding more than one position on the Board of Directors or any other committee shall be limited to one vote on each matter that is considered by each board or committee.
Section 12.  Vacancies: A vacancy that occurs in the Board of Directors may be filled by a majority vote of the Board of Directors. A Director elected by Board of Directors vote shall fill the vacancy for the remaining term of that position.
Section 1.  The board shall elect or appoint a nominating committee chair to lead activities and manage each yearly fourth quarter election. The nominating committee shall be comprised of three members, including the chair, who shall observe and manage election activities. After the elections the duties of the New Year's officers shall commence in the new calendar year. The nominating committee shall elect its own chair-elect. It shall be the duty of the committee to recommend the time lines and procedures for the nomination and election process prior to the call for nominations (the "Nominating Committee Guidelines"). The Nominating Committee Guidelines shall be subject to the approval of the board. For each election, the board shall set the date on which newly elected directors and officers shall assume office.
Section 2.  Nominations other than the nominations made by the nominating committee may be made by a petition entered by members in good standing. Such petition must be filed with the Association Secretary prior to the nominations deadline set by the board and must be accompanied by written acceptance of the nominee. Acceptance may be received electronically.
Section 3.  Election of officers and directors shall be by secret ballot sent to each voting member. A plurality shall elect."
Section 1.  Chapters: Activities of the Association shall be conducted wherever possible through the activities of an established body of members consisting of volunteers of the Association called “Chapters”. These Chapters will be organized by geographic area (i.e., Sections), and 2) field of interest (i.e., Committees).
Section 2.  Chartering: A Chapter of the Association may be created with a request of no fewer than three (3) members. Chapters will consist of a minimum of three (3) officers/members who are willing to serve for one year as Chapter Officers. The minimum chapter officers shall consist of: a President, President-Elect (or Vice-President), and a Secretary/Treasurer. Additional officers called Directors at Large may be added to the local chapter leadership as required by the Chapter leadership.
USA Chapters: Chapters within the USA will not be required to incorporate but will be considered an extension of the national incorporation. The Association Secretary will assist local chapters in the development of their local By-laws and legal connection to the national Association.
International Chapters: International Chapters shall be structured and formed according to the national laws of their geographic area. Chapters outside the USA shall provide a copy of their annual financial reports filed with their governments to the Association USA national organization. If no annual financial requirement is required by their governments these Chapters shall provide a copy of an Annual financial report to Association USA. Annual reports are due to Association USA no later than 31 January of each year.
Section 3.  Purpose: The purpose of a local Chapter of the Association shall be to support the mission and vision of the Association and the local goals and objectives created by its membership. Local Chapters are encouraged to become a part of a national or international discussion in any KM area of interest. Volunteer members of these local chapters may join any field or interest group (committee or community of practice) at a national or international level.
Section 4.  Funding: Local chapters of the Association shall be supported by the dues and other moneys obtained by the Association for its operation. Allocation of funds shall be determined by the Board of Directors.
Section 1.  SIGs relating to areas of interest actively represented among the members may be established by the board according to the policies and procedures adopted by the board.
Section 2.  Membership eligibility in divisions shall be in accordance with Article IV. An eligible member may affiliate with more than one SIG upon payment of an additional fee for each additional division.
Section 3.  Funds for the operating expenses of a SIG shall be provided by allotment of a share of the annual Association dues paid by its members. Each SIG shall submit an annual report on its activities and a financial statement to the Association staff officer. Requests for additional funds or loans may be submitted to the board and may be granted by the board at its discretion. All funds received by a SIG shall be used exclusively for purposes incident to fulfillment of the Association's objectives.
Section 4.  The board may authorize provisional divisions subject to such requirements as the board may determine.
Section 5.  Divisions shall adopt governing documents that shall not be in conflict with the Association bylaws. All proposed changes to governing documents shall be reviewed by the Association bylaws committee prior to being submitted for a vote of the division membership.
Section 1.  Purpose/Formation: Committees or Communities of the Association are formed to serve the Association membership, the general public, and humanity. Committees or Communities of Practice may be formed around particular subjects that may be of interest to its membership. The Association Board of Directors shall approve the charters, mission statements, and objectives of each Committee or Community of Practice.
Section 2.  Content Publication: Each Committee or Community of Practice shall document its activities and progress including its meeting minutes, and accomplishments in the Association members' area.
Section 1.  Fiscal year: The first fiscal year will end on 31 December of the year of incorporation. In subsequent years, the fiscal year for the Association shall be the calendar year.
Section 2.  Assets: The assets within each Association chapter shall be the property of the Association. All assets regardless of form or location including logos, domain names, etc. shall be maintained under the name of, the Knowledge Management Association.
Section 3.  Contracts: The board may authorize any officer or agent of the Association, in addition to the officers so authorized by these bylaws, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.
Section 4.  Checks and Drafts: All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers or such agent or agents of the Association and in such manner as shall be determined by the board. In the absence of such determination by the board, such instruments shall be signed by the president or by the treasurer of the Association.
Section 5.  Deposits:  All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the board may select.
Section 6.  Annual Report: The board shall present at the annual meeting of members a written report, verified by the president and treasurer or by a majority of the directors, or certified by an independent public or certified public accountant or a firm of such accountants selected by the board, as required by law.
Section 1.  The Association shall keep up-to-date records and historical information such as financial records, meeting minutes, and any Board of Directors meetings. Meeting minutes of all associated chapter meetings shall be delivered to the Association electronically.
Section 1.  Limitation of Liability. The personal liability of the officers, directors, committee members, and employees of the Association is hereby eliminated to the fullest extent permitted by the Act and the IRS.
Section 2.  Indemnification. The Association shall, to the fullest extent permitted by the Act and the IRS, indemnify and hold harmless each officer, director, committee member, and employee of the Association from and against any and all liabilities, costs and expenses (including attorneys' fees and expenses) reasonably incurred by him or her or on his or her behalf in connection with any legal action or proceeding to which he or she may be a party by reason of his or her being or having been an officer, director, committee member, or employee of the Association, or by reason of any action alleged to have been taken or omitted by him or her in such capacity. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any, agreement, vote of disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in any other capacity while holding such office. Such indemnification shall continue as to a person who has ceased to be an officer, director, committee member, or employee of the Association, and shall insure to the benefit of the heirs, executors, administrators, beneficiaries, and other successors in interest or obligation of such person. The Association shall be authorized but not required to purchase insurance for the purpose of the indemnification provided for herein; provided, however, that such indemnification shall not be limited by the scope or extent of such insurance.
The duration of the Association shall be perpetual, except that it may be dissolved in the manner provided by the Act. Upon the dissolution of the Association, and after paying or making provision for the payment of all of the liabilities of the Association, all assets of the Association shall be distributed for one (1) or more of the Association's exempt purposes within the meaning of IRS Section 501(c)(3), or shall be distributed to the federal government, or to a state or local government, for a public purpose, in such manner as the board shall determine.
Section 1.  Duration: The duration of the Association shall be perpetual.
Section 2Dissolution: Upon dissolution of the Association all assets and property of the Association shall be distributed to another worthy organization or Association as determined by the Board of Directors. Before assets are distributed all liability payments shall be made or provision shall be made for proper payment.
The rules contained in the latest edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
Section 1. Amendments may be proposed by the board, the bylaws committee.  Proposals shall be submitted to the bylaws committee and reviewed by the board. All proposals submitted shall be presented to the membership and may contain board and bylaws committee recommendations.
Section 2. Amendments can only be considered at the annual business meeting. Notice containing the text of any proposed amendment shall be sent to each voting member at least 30 days before the meeting at which it is to be discussed. Amendments shall be adopted after an approval vote of the majority of the Board of Directors voting. Voting may be completed by electronic voting.
Section 3. These bylaws may be amended by the affirmative vote of two thirds of the members of the Association present and voting.
Section 4. These bylaws will be reviewed annually by the Board and updates accomplished if determined necessary by the Board.