As used in these Bylaws, the following captioned terms shall have the meaning set forth below (such definitions to be applicable equally to the singular and plural forms thereof):
"Chapter" means a nonprofit corporation affiliated with ISM described in Article III hereof.
"Annual Meeting" means the annual meeting of the Members described in Section 3, Article II hereof.
"Board of Directors" or "Board" means the Board of Directors of ISM described in Article V hereof.
"Board Committee" means the Finance Committee and all special committees of the Board, if any, described in Section 8, Article V.
"Bylaws" means these Bylaws as amended from time to time.
"CEO" means the Chief Executive Officer of ISM described in Section 2(b) , Article VI hereof.
"Chair" means the chair of the Board of Directors described in Section 7, Article V hereof.
"Director" means, collectively, the CEO in his or her capacity as a member of the Board and the Elected Directors.
“Effective Date” means the date the ISM members approve the Bylaws.
“Elected Directors” means the Directors described in Article V, Section 2(b).
“Electronic Transmission” means electronic mail, facsimile, telecommunication or any other form of electronic communication permitted by the NPCL.
"Executive Committee" means the ISM Committee described in Section 1(c) , Article VII hereof.
"Finance Committee" means the Committee of the Board of Directors described in Section 8(a) , Article V hereof.
"ISM" means the Institute for Supply Management, Inc., a New York nonprofit corporation organized for educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code and the other specific purposes set forth in its Certificate of Incorporation.
"ISM Committee" means the Executive Committee, Nominating Committee, and such other ISM Committees as may be established by the Board of Directors from time to time pursuant to Article VII hereof.
"Member" means a person who is a member of ISM described in Section 1, Article II hereof.
"Nominating Committee" means the ISM Committee described in Section 1(d) , Article VII hereof which has the exclusive responsibility and authority to select all nominees for election to the Board by the Members at the Annual Meeting.
"NPCL" means the New York Not-for-Profit Corporation Law as amended from time to time or any successor statute governing New York nonprofit corporations.
"Policy" means such procedures, rules, and other statements of policy having general application to ISM, Affiliated Associations, or Members as may be enacted by the Board from time to time.
"Secretary" means the secretary of ISM described in Section 2(d) , Article VI hereof.
"Treasurer" means the treasurer of ISM described in Section 2(c) , Article VI hereof.
Section 1. Members. Any person interested in the supply management field shall be eligible to be a Member provided such person is a member of a Chapter unless as permitted in Policy. Members may not be terminated except for nonpayment of dues, failure to meet the eligibility requirements for a member, or as may be set forth in Policy. ISM shall have the exclusive right to admit, terminate or reinstate a Member who is not a member of a Chapter and Chapters shall have the exclusive right to admit, terminate or reinstate a Member who is a member of a Chapter, however, in all cases such actions shall be in accordance with Policy enacted to assure fairness and appropriate review of any denial or termination of a Member. All ISM members prior to the Effective Date shall, pursuant to Policy, be a Member on the Effective Date.
Section 2. Annual Meeting of Members. The annual meeting of the Members shall be held each year at such place and on such date as may be determined by the Board.
Notice thereof shall be given by publication in a newspaper and by notice of such meeting on the home page of the ISM website or as otherwise permitted by the provisions of the NPCL.
Section 3. Special Meetings. Special meetings of the Members may be called by the Board upon the same notice requirements set forth in Section 3 of this Article and shall state the purpose or purposes for which the meeting is called.
Section 4. Record Date. Members entitled to notice of any meeting of the Members and Members entitled to vote at any such meeting shall be those Members of record on the date fixed by the Secretary in accordance with the NPCL. This date shall be the record date for all purposes of these Bylaws.
Section 5. Quorum. At any meeting of the Members, a quorum shall be the presence at such meeting, in person or by proxy, of five hundred (500) Members.
Section 6. Voting. (a) Each Member shall be entitled to cast one (1) vote on all matters which require a vote of the Membership.
(b)The Board shall be elected by a plurality of votes cast at the Annual Meeting of the Members.
(c)All other matters which require a vote of the Members shall, except as otherwise required by NPCL, be authorized by a majority of the votes cast by the Members entitled to vote thereon, provided the affirmative votes cast in favor of any such action shall be at least equal to the quorum requirement under Section 6 of this Article.
Section 7. Action by Members Without a Meeting. Whenever any question or issue is presented to a vote of the Members, such vote may be taken without a meeting by consents signed by Members (either manually or by Electronic Transmission) not less than the number of Members necessary to authorize or take action under Section 7(c) of this Article at a meeting of the Members. No consent shall be effective unless within ten (10) days of the earliest dated consent a sufficient number of consents signed by Members to take action under Section 7(c) of this Article are received by ISM. The action proposed to be taken by the Members without a meeting as permitted by this Section 8 shall require the prior approval of the Board. A notice and statement fully explaining the action taken by the Members shall be posted on the home page of the ISM website within twenty (20) days after the effective date of the action taken by the Members.
Section 8. Proxies. (a) Members entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize and instruct (either by a writing or Electronic Transmission) another person or persons to act for the Members by proxy.
(b) A proxy must be signed (either manually or by Electronic Transmission) by the Member or his or her attorney-in-fact. No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy. A proxy shall be revocable at the pleasure of the Member executing it, except as otherwise required by the NPCL.
(c)The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the Member who executed the proxy unless, before the authority is exercised, written notice of an adjudication of such incompetence or of such death is received by the Secretary.
Section 1. Chapter. A Chapter formed by persons having common interest in advancing the purchasing and materials management profession shall be eligible to be affiliated with ISM. Applications for affiliation shall be submitted to ISM and shall require approval by the Board. The affiliation of a Chapter with ISM shall be subject to Policy and such other conditions as the Board, in its discretion, may deem necessary.
Section 2. Organizational Documents. A Chapter shall be duly incorporated and at all times in good standing as a nonprofit corporation in accordance with the laws of its jurisdiction. The bylaws of a Chapter shall be generally consistent with Section 1 of Article II and Article III of these Bylaws.
Section 3. Suspension or Termination of Affiliation. The affiliation with ISM of a Chapter in good standing may be terminated or suspended by the Board for violation of or failure to comply with these Bylaws or Policy provided the Chapter has been given reasonable notice and an opportunity to submit proof to support continued affiliation with ISM. Any suspended or terminated Chapter may be reinstated by the Board at any time subsequent to such suspension or termination upon a review thereof by ISM and proper showing of good cause to justify a reinstatement of affiliation with ISM.
Section 1. General. Members shall pay ISM dues in accordance with Section 2 of this Article IV and employers of Members participating in the corporate program shall pay a corporate fee in an amount and in the manner determined in accordance with Policy.
Section 2. Procedure. The Board shall approve the amount of ISM dues described in this Article by a vote of two-thirds (2/3) of the entire Board entitled to vote; provided, however, (i) the Board shall not vote upon any proposed change in the amount of dues unless such proposal has been presented to and considered by the Board at the regularly scheduled meeting of the Board immediately preceding the regular meeting of the Board at which such proposal is voted upon by the Board; and (ii) a written notice of any change in the amount of dues as authorized by this Article shall be mailed by the Members not less than ninety (90) days prior to the effective date of such change.” This Section 2 shall not apply to any change in the amount of corporate fees described in Section 1 of this Article IV.
Board of Directors
Section 1. Authority and Responsibility. The property, business, and affairs of ISM shall be managed by its Board of Directors who shall have authority to take such action in matters of policy and procedure which in their judgment shall best promote the interests and welfare of ISM and its Members, including, without limitation, authority to promulgate, amend, or rescind in whole or in part any Policy as the Board in the exercise of its judgment may deem necessary or appropriate.
Section 2. Number, Tenure, and Qualifications. (a) The number of Directors shall not be more than thirteen (13) and not less than nine (9). Within the foregoing range, the actual number of Directors shall be fixed from time to time, and may be increased or decreased, by a vote of the majority of the Entire Board. “Entire Board” shall mean the number of Directors entitled to vote which ISM would have if there were no vacancies.
(b) The CEO shall be an ex officio member of the Board and the remaining Directors shall be elected by the Members (the “Elected Directors”) as provided in paragraph (c) below. Not less than sixty percent (60%) of the Elected Directors shall be Members.
(c) Except for Directors elected to fill a vacancy on the Board and the Chair’s extended term as a Director as described in Article V, Section 7, each Elected Director shall hold office for a term of four (4) years and until their successors have been elected and qualified; provided, however, under no circumstances shall an Elected Director hold office for an aggregate term in excess of five (5) years. Subject to the exceptions set forth in the last sentence of this Section 2(c) and Section 7 of this Article V, and depending on the number of Directors, to the extent possible, the term of each Elected Director shall be classified to provide that the term of office of twenty-five percent (25%) of the Elected Directors expires each year and twenty-five percent (25%) is elected each year. At each Annual Meeting, a number of Elected Directors equal to those whose terms have expired shall be elected by the Members. The nominees for Elected Directors to be elected by the Members at each Annual Meeting shall be selected by the Nominating Committee and no other nominations shall be authorized. The term of office of an Elected Director shall commence on the date of the next regular meeting of the Board following the Annual Meeting. Elected Directors may be removed by the Board, with or without cause, and any vacancy on the Board for any reason may be filled for the unexpired term thereof by vote of the Board and any vacancy not filled by the Board shall be filled by vote of the Members at the next Annual Meeting following such vacancy.
Section 3. Meetings. The Board of Directors shall meet on the day of the Annual Meeting and shall hold at least two (2) additional regular meetings in that year as may be scheduled by the Chair upon thirty (30) days’ notice by Electronic Transmission to each Director. Special meetings of the Board may also be called by the Chair or by not less than five (5) Directors, upon two (2) days’ notice by Electronic Transmission.
Section 4. Authority to Act Without a Meeting. Except as otherwise provided in these Bylaws, the Board of Directors may, with the consent signed by each Director (either manually or by Electronic Transmission), take any action without a meeting that it might take at a meeting duly held.
Section 5. Board Action by Conference Telephone. Any one (1) or more Directors, or members of any Board Committee, may participate in a meeting of the Board of Directors or Committee by means of conference telephone or similar equipment which enables all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence at such a meeting.
Section 6. Quorum. At all meetings of the Board of Directors a quorum necessary for the transaction of business shall be a majority of the entire Board which ISM would have if there were no vacancies. Except as otherwise provided by these Bylaws, the vote of a majority of the Directors entitled to vote and present at the time of a vote, if a quorum is present at such time, shall be the act of the Board.
Section 7. Chair. The Board of Directors shall, at their first regular meeting following the Annual Meeting, elect from among the Elected Directors, a Chair of the Board to serve a two (2) year term commencing at such meeting. The Chair may serve for an additional one (1) year term, or a two (2) year term, as the case may be, and if the Chair is elected in the final year of the Chair’s term as an Elected Director, the Chair’s term as an Elected Director shall extend without a vote of the Members and be coterminous with the term of the Chair, provided, however, under no circumstances shall the Chair hold office as an Elected Director for an aggregate term in excess of five (5) years. The Chair, or in his or her absence a Director selected by the other Directors present, shall preside at all meetings of the Board and the Annual Meeting. The Chair shall also serve as chair of the Executive Committee and shall perform such other duties as may be assigned by the Board of Directors.
Section 8. Board Committees.
(a) Finance Committee. The Board of Directors shall have a Finance Committee consisting of four (4) Directors selected by the Chair and approved by the Board, and the Treasurer who shall be an ex officio voting member. The Directors on the Finance Committee shall serve a term of two (2) years and may serve consecutive terms. The term of each Director on the Finance Committee shall be classified to provide that the term of office of fifty percent (50%) of the Directors on the Finance Committee expires each year and fifty percent (50%) are elected each year. At the first regular meeting of the Board following the Annual Meeting, the Chair shall appoint, subject to approval by the Board, a number of Directors to the Finance Committee equal to those whose terms have expired. The term of a Director appointed to the Finance Committee shall commence on the date of their approval by the Board. Each Director on the Finance Committee may be removed at any time by the Board of Directors with or without cause and vacancies on the Finance Committee shall be filled for the unexpired term thereof by the Board. The Board of Directors shall appoint a chair of the Finance Committee from among the four (4) Directors approved by the Board to serve a two (2) year term commencing on the date the Chair is appointed by the Board. The chair of the Finance Committee shall preside at all Finance Committee meetings and report to the Board with respect to the activities of the Finance Committee. Subject to the limitations set forth in the NPCL and these Bylaws, the Finance Committee shall have all the authority of the Board of Directors in connection with the financial management of ISM, including the authorization of contracts and expenditures on behalf of ISM in the normal course of business and with respect to such other matters as may be specially delegated from time to time to the Finance Committee by resolution of the Board; provided, however, Board of Directors approval shall be required for approval of the annual budget of ISM, retention of financial advisers to manage ISM funds, all matters with respect to the employment of the CEO and such other matters that the Board by resolution specifically instructs the Finance Committee requires Board approval. The Finance Committee shall report to the Board of Directors at each meeting of the Board with respect to the financial condition of ISM and shall also make specific recommendations on all financial matters which may require approval by the Board.
(b) Other Board Committees. Other committees of the Board of Directors may be established by the Board from time to time with such authority and responsibilities to exercise the authority of the Board in the management of ISM as may be specifically set forth in the resolution of the Board establishing such committee. Only Directors may serve on other committees of the Board and they shall be appointed by the Chair with the consent of the Board and may be removed by the Board at any time with or without cause.
Section 1. Officers, Title, Election, Terms.
(a) The elected officers of ISM shall include a Chair of the Board, a Chief Executive Officer, a Treasurer, and a Secretary who shall be elected by the Board of Directors as hereafter provided. Any vacancy in any office may be filled for the unexpired term thereof by the Board of Directors.
(b) The Chair shall be elected by the Board in the manner described in Section 7, Article V hereof. The Secretary and Treasurer shall be elected by the Board at their first regular meeting following the Annual Meeting based upon nominees provided by the CEO and shall serve a term of one (1) year, commencing on the date of their approval by the Board and until their successors are elected and qualified. The CEO shall be elected by the Board at the time the employment agreement of the CEO is approved by the Board and for a term which is coterminous with such employment agreement. Any officer elected by the Board may be removed at any time by the Board, with or without cause, but such removal shall be without prejudice to the contractual rights, if any, of the officer so removed.
(c) The CEO shall be authorized, subject to ratification by the Board, to appoint at any time one (1) or more Vice Presidents for particular areas of responsibility within ISM, with such duties, authority, and responsibility as are specified in the resolution of the Board approving such appointment. The CEO shall have the right to remove, at any time, with or without cause, any officer appointed in accordance with this paragraph. Any vacancy caused by such removal shall be filled in accordance with the same procedure set forth herein with respect to the appointment of a person to such office.
Section 2. Duties.
(a) Chair of the Board. The Chair shall have the duties set forth in Section 7, Article V hereof.
(b) Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of ISM and, subject to the control of the Board of Directors, shall supervise and control all the business and affairs of ISM. The CEO shall execute all orders and resolutions of the Board of Directors and in general shall perform all duties incident to the office of CEO and such other duties as may be assigned by the Board from time to time.
(c) Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of ISM and in general perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned by the CEO or the Board of Directors, or as otherwise set forth in Policy.
(d) Secretary. The Secretary shall (1) keep the minutes of the meetings of the Members and the Board of Directors, in one or more books provided for that purpose;
(2) cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by law; (3) be custodian of the corporate records and of the seal of ISM and cause the seal of ISM to be affixed to all documents, the execution of which on behalf of ISM under its seal, is duly authorized; and (4) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the CEO or the Board of Directors, or as otherwise set forth in Policy.
Section 1. ISM Committees. ISM shall have the following committees which do not have or exercise the authority of the Board of Directors in the management of ISM but possess the responsibilities and authority as hereafter set forth:
(b) Executive Committee. The Executive Committee shall be comprised of the Chair and the CEO who shall each be an ex officio voting member and three (3) Directors selected by the Chair. Each member of the Executive Committee shall serve a one (1) year term and shall be approved by the Board at their first regular meeting following the Annual Meeting and the term of each member of the Executive Committee shall commence on the date of such meeting. Executive Committee members may serve consecutive terms. The Chair shall serve as chair of the Executive Committee and preside at all Executive Committee meetings and report to the Board of Directors with respect to the activities of the Executive Committee. The Executive Committee shall have the responsibility and authority to make recommendations to the Board of Directors and to take action within Policy limitations with respect to the operations and management of ISM not otherwise delegated to the Finance Committee, including recommendations concerning the governance structure of ISM and issues of strategic importance to ISM and proposed Policy with respect thereto.
(c) Nominating Committee. The Nominating Committee shall be comprised of the CEO who shall be an ex officio voting member, four (4) Directors, and two (2) Members selected by the Chair. Each member of the Nominating Committee shall serve a term of one (1) year and may serve consecutive terms. The Board, at their first regular meeting following the Annual Meeting, shall approve the selection of the Nominating Committee and the term of each member of the Nominating Committee shall commence on the date of such meeting. The Board of Directors shall also appoint a chair of the Nominating Committee from among the four (4) Directors selected by the Chair who shall preside at all Nominating Committee meetings and report to the Board with respect to the activities of the Nominating Committee. The Nominating Committee shall have the exclusive responsibility and authority to select all nominees for election to the Board of Directors and submission of such nominees to the Members for election at the Annual Meeting.
Section 2. Other ISM Committees. Other ISM Committees not having and exercising the authority of the Board of Directors in the management of ISM may be established by the Board from time to time with such authority and responsibility as may be specifically set forth in the resolution of the Board establishing such Committee. Other ISM Committee members need not be Members and shall be approved by the Board. The Board shall have the right to discontinue or change the designation, membership, or authority of any other ISM Committee, however, no authority or responsibility granted under these Bylaws to the Finance Committee, any Board Committee, or an ISM Committee described in Section 1 of this Article VII shall be delegated to any other ISM Committee.
Section 3. Removal and Vacancies. Any member of an ISM Committee may be removed at any time by the Board of Directors, with or without cause, and any vacancy on an ISM Committee shall be filled for the unexpired term thereof in accordance with the eligibility and other requirements for such vacant office set forth in this Article, including approval by the Board.
Section 1. Fiscal Year. The fiscal year of ISM shall begin on September 1 of each year and terminate on August 31 of the following year.
Section 2. Expenditures. Expenditures of ISM funds shall be made only pursuant to an annual budget which shall be approved and authorized by the Board of Directors.
Section 3. Investments. All funds of ISM shall be invested in accordance with the following procedures:
(a) The Board of Directors shall be responsible for the investment and reinvestment of all funds of ISM based upon investment recommendations developed by the CEO and the Treasurer which shall be reviewed and approved by the Finance Committee. The chair of the Finance Committee shall report at each meeting of the Board of Directors concerning the performance of investments to date and any recommended changes in such investments or reinvestments thereof. The Finance Committee shall be authorized to approve investments upon the recommendation of the investment adviser discussed in paragraph (c) of this Section.
(b) All funds of ISM may be invested or reinvested in such assets as the Board of Directors may determine from time to time based upon the investment recommendations and procedures described in paragraph (a) of this Section, whether or not such assets are eligible investments for fiduciaries under any applicable law or statute.
(c) The Board of Directors shall be authorized in their sole discretion to retain the services of a qualified investment adviser and to pay compensation to such adviser for investment advisory services with respect to the investments of ISM funds within the limitations imposed by this Section. In the event the Board of Directors authorizes and retains an investment adviser as permitted by this paragraph, all investment decisions described in paragraph (a) of this Section shall be delegated to such investment adviser and all investments and reinvestments shall be based upon the recommendation of such adviser.
If a Director or officer of ISM or any Member of an ISM Committee is made a party to any civil or criminal action or proceeding in any matter arising from the performance of such Director, officer, or Member of his or her duties for or on behalf of ISM, then to the full extent permitted by law and in compliance with the procedures and limitations under the NPCL, ISM shall advance to such Director, officer, or Member all sums necessary and appropriate to conduct his or her defense or appeal in the action or proceeding and indemnify such Director, officer, or Member for all sums paid by him or her in the way of judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees actually and necessarily incurred in connection with the action or proceeding or appeal therein, subject to the proper application of credit for any sums advanced to the Director, officer, or Member pursuant to this Article
Section 1. Procedure. These Bylaws and the Certificate of Incorporation of ISM may be amended (including any repeal and adoption of new Bylaws) only by a vote of the Members provided such amendment receives the prior approval of the Board of Directors. Any proposed amendment to these Bylaws or the Certificate of Incorporation of ISM shall, to the extent practicable, be in a form as may be determined by the Board of Directors in the exercise of its judgment which will enable the ISM Members to vote separately by subject matter with respect to the proposed amendment.
Section 2. The written notice of a meeting of the ISM Members or the form of consent used in connection with action by the Members without a meeting to vote upon a proposed Amendment shall include a copy of the proposed amendment, or amendments.
Revised by Membership
January 17, 2002
January 14, 2004
January 13, 2005
January 11, 2007
January 14, 2010
January 13, 2011
January 22, 2015
August 22, 2019