BAI CHAPTER BYLAWS & OPERATING RULES

STEP BY STEP GUIDE FOR Writing Your BAI Chapter's Bylaws and Operating Rules

These sample bylaws and operating rules were developed to help BAI chapters in the process of organizing and running the chapter, and to provide official documents to use to open a bank account or to meet OPERATIONAL requirements.

BAI Chapters are urged to use the samples as a guide, and not a final product. We hope the notes below will help you expand on the sample PROVIDED HERE to make them most effective and create a blueprint for YOUR BAI chapter structure you hope to achieve.

THE BYLAWS

Bai Chapter Bylaws Are A Guide To The Structure Of The Bai Chapter, Including:

How The Chapter Is Governed,
Its Objective Or Purpose,
How Someone Can Become A Member,
The Duties And Obligations Of Members,
The Officers And How They Are Elected And For What Term Of Office,
How Often There Must Be Business Meetings,
The Names Of Standing Committees,
The Name Of The Parliamentary Authority, And
How The Bylaws Are Amended.

OPERATING RULES

Operating Rules Govern Process And Procedure Within The Limits Set By The Bylaws.

Chapter Operating Rules May Be Made Easier To Change Than Bylaws, Perhaps By Requiring That Notice Be Put In An Every-member Mailing Thirty (30) Days In Advance Of The Meeting.

They Can Also Help The Chapter Adapt To:

Changing Circumstances By Listing More Detailed Officer Responsibilities, And
Including Provisions That Allow Officers To Shift Or Share Tasks Or Jobs, But
Not The Responsibility For Seeing That Those Tasks Or Jobs Are Carried Out.

LEGAL REQUIREMENTS FOR BYLAWS

Some of the provisions of the bylaws are actually required by law for a 501(c)(4) (please consult your country specific legal code for Non-Profit Organization), such as having a designated president and treasurer.
The name of your chapter should be filed with your local tax authority (e.g. IRS in the USA) when you apply for your chapter company number or Tax ID number, so you must officially change your bylaws if you vote to change your chapter name (hence an amendment to your bylaws), you must notify BAI so that the change can be noted on reports that are filed, as well as printed materials produced by BAI.
BAI expects that (in practice, requires) that officers of the BAI Chapter must be members of the BAI, and in order to outline a specific process for formation or dissolution of the chapter these steps to be followed.

FIDUCIARY RESPONSIBIITY

Local Chapter and their Members pay dues to BAI Chapter (please see Due Details page), and they expect the provisions of the chapter bylaws be followed in the functioning of the chapter that their contributions support. This gives them both the ability to make decisions by participating themselves, and the ability to judge decisions made by the chapter leaders, especially if they feel that provisions involving meetings—for example—aren't being followed. While it may or may not happen, but we deem necessary for bylaws to be considered in a civil court; and banks and financial institutions are very interested in seeing the chapter's bylaws if you need to change signers on your account in light of a problem.

PARLIAMENTARY AUTHORITY

US bylaws recommends Robert's Rules of Order, Newly Revised should be the parliamentary authority for meetings, and—for chapters we suggest the same. You can put this in—or not—but chapter leaders are welcome to develop their own personal style of chairing that suggests order to debate and governs voting.

STEPS TO USE THIS GUIDE

Chapter leaders can use this guide for writing their new chapter's bylaws in their entirety or just in working on or re-writing one section. The "sample chapter bylaws" are not complete all by themselves—you can't just fill in your chapter's name and adopt them "as it." They are intended for guidance to you, and for your chapter to consider in writing bylaws. The notes within each section will tell you what ADDITIONAL details you should consider adding, and also note areas that should be covered in the chapter's Operating Rules. Anything underlined MUST be explained in greater detail in the operating rules of the chapter.

Good luck in creating your chapter bylaws!

SAMPLE CHAPTER BYLAWS

ARTICLE I. NAME.

The name of the organization shall be the BAI (Business Agility Institute) _______ Chapter.

NAME:

Your chapter name must comply with BAI's policy on naming chapters, and be approved by your Chapter president or your Chapter's board when you apply as a convening chapter. This policy, and BAI and board approval also are required if you decide to change your chapter's name.

ARTICLE II. PURPOSE.

BAI's purpose is to bring business agility and domains of business agility into full participation in the mainstream of business and organizational transformation, exercising all privileges and responsibilities thereof in truly equal partnership with the organizations, agility and business community at large . This purpose includes, but is not limited to, .

PURPOSE:

These are sample bylaws, and should be used in a corresponding language from your chapter formation objectives. You can use your words, but consider that you might have to make this language public at some point, and that you would want to make sure that your chapter's official wording includes anti-discrimination language much the same as we expect from the rest of our society.

ARTICLE IIa. AFFIRMATIVE ACTION.

The Chapter is committed to the inclusion of diverse voices and experiences, and to that end commits to affirmatively act to achieve a diverse membership and leadership. Specific goals and affirmative measures shall be outlined in the Chapter's operating rules.

AFFIRMATIVE ACTION:

Your chapter needs to have an affirmative action plan in order for you to receive your provisional chapter charter. This should be mentioned in the bylaws and spelled out in more detail in the operating rules.

It should apply to the behavior of the entire chapter and not just to having some number or percent of officers being practitioners, corporate, academics, or students, and should include becoming aware of the diversity in your business agility community, having diversified individuals workshops and/or sessions for your own members, and reaching out to groups (attending meetings, subscribing to newsletters, and urging members to participate in community events), all BEFORE you invite anyone to join. There will be additional resources available on the chapters-only section of BAI's website, and you can contact the Chapter lead at BAI for additional help.

ARTICLE III. MEMBERSHIP.

Any person who subscribes to its purpose and who is a member of Global BAI may be a member of the _________ Chapter of BAI. A new member may join Global BAI and the chapter simultaneously upon payment of dues.

MEMBERSHIP:

Our BAI policy adheres to that anyone who subscribes to our purpose (essentially, anyone who agrees with our building a Business Agility community) may join upon payment of dues. This section is important as it spells out who is (and is not) entitled to make decisions (i.e. vote) about chapter policy, budget or actions.

Please refer to separate checklist provided on membership dues, licensing fee, etc.

ARTICLE IV. POLICY.

The BAI Chapter shall be bound by the Business Agility Institute's code of conduct and policy.

MEMBERSHIP:

In addition to saying that the chapter is bound by the Business Agility Institute's policy and code of conduct, you may also want to state that the chapter may pass policy governing your own chapter structure and activities. You may want to state that an officer (usually the Secretary or an Administrative Officer) will be responsible for keeping a file of chapter policies up to date, and include that responsibility in that officer's job description or list of duties in your operating rules.

ARTICLE V. MEETINGS.

The Chapter shall hold at least eight (8) membership meetings each year. One of these meetings, designated the annual meeting, shall be the meeting at which election of officers shall take place. All members must receive at least ____ days notice of the annual meeting at which elections will be held. Additional requirements regarding the number of types of meetings, and notice for those meetings, shall be contained in the operating rules of the Chapter.

MEMBERSHIP:

The purpose of chapter meetings is to give the membership access to the leadership and to decision-making processes within the chapter. Eight (8) is a suggested number from a chapter standards policy perspective. Any meeting at which decisions are made regarding spending money or creating policy for the chapter, or at which a substantive decisions are considered, such as the chapter planning an event or endorsing a local initiative, should be advertised to all chapter members, not just the officers. Some chapters may prefer to do their work more through standing or ad hoc committees, holding a variety of meetings held such as committee meetings, new member meetings and event

planning meetings. One suggested format is to have chapter leader (i.e. board) meetings scheduled regularly, with monthly or bi-monthly chapter meetings devoted to issue discussion, welcoming new members or getting chapter input and participation in events. Other meetings, such as committee meetings, can be scheduled as needed. .

The bottom line is that if you provide a variety of opportunities during the chapter year for members to meet officers and other members, and to know about and be involved in things that the chapter does, it doesn't matter quite so much what you call the meetings. Inclusion of all members is a basic underlying tenet of BAI, and writing it into your bylaws and operating rules can avoid a host of problems in the future.

NOTES ON MEETINGS

It is very important, both in the bylaws and operating rules of the chapter, to define how many days' notice must be given before a meeting at which decisions are to be made. We recommend as a standard in most bylaws and operating rules is thirty (30) days. In the present situation with everything mostly remote, that may seem unnecessary, but keep in mind that every member of the chapter (or every member of the chapter board) must receive the same amount of notice regardless of the method by which the notice is sent.

To think about:

There are multiple challenges when it comes to notice. Unless every person who needs to know about a meeting has been added to e-mail list (in some cases this would mean every chapter member), there may be issues involving some people receiving notice several days before others do. If you do a newsletter, even a quarterly one, you can include meeting notices for several months in advance – and this would provide the required written notice to members about meetings. Notice for meetings involving changing bylaws or operating rules, or for chapter elections, voting on important chapter positions or actions, approving budgets, and annual goal setting should be considered with care. Notice required in BAI communication pertaining to Chapters certainly will establish some number of days of notice that should be given.

Notice can also protect the chapter against hasty decisions, made by too few people, and sometimes not in the best interest of all the members or the organization.

Neither these sample bylaws or operating rules provide for a chapter committee or the board to vote in an emergency situation online or by phone, with the major problem being that all members can't join in any discussion about what is being voted upon. You might address issues around emergency votes in several places in your operating rules.

Robert's Rules permits emergency decisions to be made in Zoom or Skype style conference call, but only by unanimous consent of all members of the group making the decision, such as a chapter board.

ARTICLE VI. DUES.

Section 1. Dues and specifics relating thereto shall be set forth in the operating rules of the Chapter.

Section 2. The fiscal year shall be January 1 to December 31.

DUES:

Chapters will not state a dues amount, since dues are set by the Global BAI and the amount could change. You must make a sliding scale available to any person for any reason. This might be a good place to emphasize your commitment to all members by putting in writing the fact that your chapter has a sliding scale and that it is available to anyone for any reason.

Your chapter's fiscal year can begin with the month of your annual meeting and election of officers, or not. Many chapter leadership teams will want to pass their own budget based on their own goals, rather than have the fiscal year reflect the calendar year.

ARTICLE VII. OFFICERS/BOARD.

Section 1. The officers shall be a President and a Treasurer and such other officers as may be determined by the operating rules. The composition and duties of the Board of Directors shall be specified in the operating rules of the Chapter.

Section 2. The officers and board shall be elected annually at the annual meeting. The time and date of the annual meeting shall be set forth in the operating rules of the Chapter.

OFFICERS/BOARD:

You must have a president and treasurer, and these must be separate people. This is a legal requirement. It's best to spell out officer duties, or even what additional positions you want to have as chapter officers, in your operating rules so you can adapt to the changing needs of the group. If you feel strongly about your leaders having some experience with the organization (having attended a certain number of meetings or having been a member for a certain length of time) you could put that here, or in the "officers" section of your operating rules. Also, some chapters may prefer to have one year terms for their leaders. This is also where you would specify term limits, if any, for your chapter officers.

ARTICLE VIII. COMMITTEES.

Type of committees, their purpose, leadership, and membership shall be determined by the operating rules of the Chapter. Committee chairs are appointed by the president of the chapter, with the advice and consent of the board of directors, for a one year term.

COMMITTEES:

While you probably shouldn't mandate specific committees here in your bylaws, it's more important to describe how their chairs are appointed, and to do it here if you want it to be uniform.

- Does the president recommend appointment to the chapter board, with the board voting whether to approve the person, or does the president appoint individuals based on who she or he prefers to work with?
- Can committees be created by the president over and above the ones named in the operating rules?
- Do committee chairs vote on your chapter board?

These issues can be addressed here or in the operating rules.

ARTICLE IX. NOMINATIONS.

The nominating procedure shall be determined by the operating rules of Chapter.

NOMINATIONS:

The procedure should be spelled out directly in the operating rules of the chapter, but the requirement of having some kind of specific process for nominating people for election to chapter office (perhaps how many months a nominations chair is to be appointed in advance of your chapter's annual meeting), how the chair and members are is chosen, should be spelled out here. (For example, "A nominating committee chair and at least two members will be elected/appointed by the (president) (chapter board) (X months) prior to the chapter's annual meeting, and specific processes involving the committee's work shall be determined in the operating rules of the chapter.")

ARTICLE X. Elections.

Officers and board members must be elected by a majority vote or a majority of preferences counted in the final tally, if preferential voting is used. All members of the Chapter [who have been a member for more than ___ days] are eligible to vote and all members must be notified at least ___ days in advance of the election by the procedure prescribed in the operating rules of the Chapter. Other specific provisions relative to elections are detailed in the operating rules of the Chapter.

ELECTIONS:

Global BAI recommends using preferential voting when more than two people are running for an office or position. This process is straight forward, and it doesn't have to be outlined in your chapter bylaws or operating rules, only a stipulation that this is a way you will proceed if you have more than two people running for the same office. The bylaws should specify how long someone must be a member in order to vote in a chapter election, and how and how much notice (see section on "Notice" above in Article V. Meetings) about the meeting needs to be given to members. They should specify how the elections committee chair (or perhaps the whole committee) should be chosen.

ARTICLE XI. Delegates to Global BAI.

Delegates and alternates to the Global BAI conferences shall be elected in the number, manner, and timing determined by the Chapter board. All Chapter members must be notified thirty (30) days in advance of this election. Further procedures for the election of delegates and alternates shall be detailed in the operating rules of the Chapter.

DELEGATES TO GLOBAL BAI:

Your chapter is allotted a number of delegates to the Global BAI each year based on your total membership as of a certain date (120 days) preceding the conference. Your operating rules should spell out how they are to be elected in your chapter, and what notice needs to be given to members about this election. Only members who have paid dues at least ninety (90) days prior to the Global BAI conference are eligible to be elected as a delegate or alternate.

ARTICLE XII. Grievance Procedure.

There must be a grievance procedure specified in the operating rules of the Chapter.

GRIEVANCE PROCEDURE:

The best time to consider a grievance policy for the chapter is before there are any problems that arise between or among members. It's suggested that you put details in the operating rules so if the process you choose initially doesn't work well for your group, you can change it without too much trouble. Please work with Chapter lead for ideas and discuss with your board about the operating rules of what's to be included.

ARTICLE XIII. Operating Rules of the Chapter.

There shall be a set of operating rules for the Chapter which must detail the items referred to in these bylaws and may contain any other operating rules determined by the Chapter. The operating rules must be accepted by a 3/5 vote of the Chapter members present and voting and must provide a method for amending the rules to give the membership advance written notice of an intended change and requires a 3/5 vote of the members present and voting.

OPERATING RULES OF THE CHAPTER:

This language provided within the Sample Bylaws is fine, although you may want to put the notice requirements here (number of days of advance notice of the meeting at which the proposed amendments will be voted on) in this section also.

ARTICLE XIV. Amendments.

These bylaws may be amended by a 2/3 vote at (any) (the annual) meeting of the Chapter providing:

The proposed amendment has been submitted to the president 60 days in advance of the meeting. The proposed amendment has been sent to the members 30 days in advance of the meeting or published in an every member publication 30 days in advance of the meeting.

AMENDMENTS:

Most chapters would prefer to make bylaws difficult to amend. Members who don't participate regularly appreciate knowing that there is certain stability to the chapter's operation. Given the experience from MeetUps, a few chapters in Global BAI may experience a group of individuals who become active in a chapter and work to change the chapter to fit their own purposes, which may not be BAI's goals or priorities.

Making bylaws harder to amend, and operating rules easier to amend, is recommended for these and other reasons. Also, it is important to change bylaws when they don't work. You are starting fresh, and not inheriting bylaws and operating rules which were written many years ago. We recommend changing them to fit the way you want to structure the chapter, but follow the rules to make those changes.

ARTICLE XV. Dissolution.

The Chapter may be dissolved by either of these two reasons —

a) Not meeting code of conduct & criterion set forth by BAI,

b) upon a 2/3 vote of its members present and voting, after advance notice of no less than ____ days to every member that dissolution of the chapter will be considered at that meeting.

Upon dissolution of the Chapter, the board and officers shall, after paying or making provisions for payment of all liabilities of the Chapter, remit all remaining assets to BAI and would no longer use the BAI name and associated BAI assets.

DISSOLUTION:

If the chapter has failed to meet the code of conduct & criterion set forth by BAI or the Global BAI leadership and Chapter leadership decides it is in the best interest of the group to dissolve, they cannot take this step without notifying the entire chapter membership (email or mailing list is best), and asking them to approve taking this step.

Please discuss this step with Chapter lead before you start the process – you'll need to keep documentation you will send, with the date and the minutes of the meeting at which the vote was taken, and proof of the decision's transmittal to Global BAI. All assets of the chapter must remain within BAI.

DATE ADOPTED.

Date adopted: ___________________

DATE ADOPTED:

Specify the adoption date for Chapter Bylaws for the Chapter.

SAMPLE OPERATING RULES

These are suggested operating rules – they are not official. Chapters are urged to give serious thought to their structure and to adapt these as they wish.

Questions may be referred to <<xxxx>>@businessagility.institute.

ARTICLE I. MEETINGS.
- Chapter meetings shall be held at least eight (8) times a year, at such dates, times, and places as determined by the Chapter board. Any number present shall constitute a quorum, except for the annual meeting at which a quorum shall consist of at least 20% of the actual Chapter membership.
  - You might want to specify quorums for meetings other than the annual meeting, or to say what combination of officers or what number of officers must be present. Also consider numbers of meetings your chapter must have, and to whom those meetings are directed, since the purpose of a quorum is to make sure that a healthy percentage of people are involved in the ongoing operations of the chapter, or are at least informed and involved for serious decisions. (See the discussion of meetings in the Sample Bylaws section.)
ARTICLE II. DUES.
- Dues are divided into two parts —
  - Part I. Licensing fee for the Chapters to BAI. This would be based on the Group type your country belongs.
  - Part II. New members' dues shall be based on the Group type to which your country belongs.
  - Please look under Due Details on the next page.
  - BAI has stipulated membership fee, and the criteria for maintaining a minimum number of members by each chapter which is around 100 or more. This would be a good place to specify a bottom amount that someone can pay, and to specify that the chapter have a legal obligation to make contributions to BAI when new members come forward who might not be able to pay even the sliding scale minimum. Membership fee is strictly an "honor system" regarding paying the minimum dues. You should also not ask someone to do work for the chapter to "make up" being "allowed" to pay a lower amount (this is essentially workfare, which BAI opposes).
  - Note: You cannot charge chapter members a higher amount for dues than the official dues stipulated.
  - DUES DETAILS
    - Group Types
      - Group A Countries:
        
        United States of America, United Kingdom, Canada, member countries of the European Union, Switzerland, Norway, Israel, Singapore, Australia, and New Zealand.
      - Group B Countries:
        
        Includes member nations of the Asia Pacific Economic Cooperation (APEC), but excluding those APEC countries included in the Group A Countries. And, all countries of the world other than those countries included in the Group A.
      - These dues are current as of July 2020, and applicable till further advised.
    - BAI Licensing Dues: (includes Brand Equity)
      - For Group A Countries:
        
        USD $5000 per year.
      - For Group B Countries:
        
        USD $2500 per year.
      - For Renewals:
        
        Each Chapter must maintain a minimum of 100 members every year in order to be eligible for their chapter renewal.
    - Membership Fee:
      - For Group A Countries:
        
        USD $49 per year.
      - For Group B Countries:
        
        USD $29 per year.
ARTICLE III. OFFICERS & BOARD. PART I.
- The officers and their duties shall be:
  1. The President, who shall be the principal spokesperson and administrator of the Chapter and manage the day-to-day affairs of the Chapter between board and Chapter meetings. The president shall preside at all board and Chapter meetings.
  2. The Vice-President, who shall assist the president and shall chair meetings in the absence of the president.
  3. The Secretary, who shall take and retain the minutes of both board and Chapter meetings and attend to general Chapter correspondence.
  4. The Treasurer, who shall receive all funds of the Chapter and shall deposit them in such bank as may be designated by the board, and who shall disburse the funds by check in accordance with the budget or vote of the membership, and who shall make regular written reports to the board and membership.
- You may designate as many officers as you wish, but a president (or coordinator) and treasurer are the minimum. The descriptions of their duties should be fairly straightforward. They can also state additional responsibilities, or divisions of work, such as having an action vice-president who coordinates the issue or action agenda of the chapter with committees or task forces who want to work specifically on an issue through the chapter, and having an administrative vice president who works with task forces or committees to address the administrative work of the chapter, for example, the newsletter, the budget, new member recruitment and retention, and publicity or social media.
ARTICLE III. OFFICERS & BOARD. PART II.
- These officers shall constitute the board. The board shall meet at least _____ times a year. The president or a majority of the board may call board meetings. Vacancies. In the event of a vacancy in the office of president, the vice-president shall assume the office of president. Vacancies in other elected positions shall be filled by appointment by the board as soon as possible after the vacancy occurs.
- You should specify, if you wish, how many terms the individuals may serve. This forces the chapter to pay attention to leadership development and bringing in new people as a priority. You will need to specify when the officers begin their duties – at the end of the meeting at which the election is held? Or at some date following the meeting, sometimes in conjunction with a transition meeting or goal setting meeting.
ARTICLE III. OFFICERS & BOARD. PART III.
- Qualifications and terms of office.
  - All new officers shall have been members of BAI for six (6) months prior to election. Each officer shall serve a one-year term, and no officer may serve more than two consecutive terms in the same office. These criterion are laxed for the founding year of the Chapters.
  - No person may hold two offices concurrently.
  - Officer's terms shall begin on _____ following the meeting at which they are elected and shall run through _____ of that year.
  - Any person who is appointed to fill a vacancy or who assumes the office of president due to a vacancy shall be eligible to serve one full consecutive terms in that office.
- Because of the nature of our professional' lives, many chapters will find it helpful to add a section that creates the opportunity for officers to redistribute tasks (the secretary who is supposed to do the newsletter hates to create publications, but the VPAdministration loves these types of tasks --- rather than amend the operating rules just for this set of officers make it possible for them to trade off).
- Such a section could read: "The officers of the chapter may redistribute various tasks assigned to them, but not the responsibility for seeing that they are completed."
Article IV. COMMITTEES.
- Ad Hoc Committees. The Board shall have the power to appoint committees for specific purposes and dissolve them when those purposes have been fulfilled. Chairs of ad hoc committees shall be members of the Chapter and shall be appointed by the Board.
- Standing Committees. The Board shall have the power to appoint standing committees for the purpose of collaborative work on issues or administrative tasks. Chairs of said committees must be members of the Chapter and shall be appointed by the Board [or by the president with the consent of the board].
- Committee chairs serve for a ____ year term (and are members of the board ex officio).
- This section should elaborate on the process of delegating work in your chapter. It might seem easier to function as a "committee of the whole," but it doesn't help development of new leadership, and doesn't encourage leaders to delegate. You should consider requiring committees to submit budgets for events they plan, and designate that the chapter receive the proceeds from fundraising they may do.
- Committees also offer good opportunities for newcomers to get involved in the chapter, but make sure committee chairs restrict decision-making to actual chapter members. (Note: Some chapters might use the word "committees" to refer to groups addressing administrative responsibilities, and the term "SIGs" for groups working on Agile HR, Agile Finance, Agile Governance, etc..)
- Keep in mind that, if you give committee chairs a vote on your chapter board, the outcome may affect
  - the number of officers and leaders required for meetings (i.e., your quorum), and
  - any balance on your board of differing viewpoints, especially if the president nominates these chairs for approval by the board.
- Some chapters might want to place limits on the number of committees functioning at any given time.
Article V. NOMINATIONS.
- The Chapter board shall approve an election committee at least ninety (90) days prior to the annual meeting. The election committee shall solicit nominations for offices from the entire membership beginning at least sixty (60) days prior to the annual meeting. At least thirty (30) days before the annual meeting, the names of those persons who have been nominated [and a candidate statement of up to _____ words] shall be sent to each Chapter member with a notice of the date, time and place of the annual meeting. Nominations may be made from the floor at the annual meeting.
- The sample bylaws appear to assume that the election and nominations committees are one and the same. You might spell out here whether you want them to be separate. This might also be a good place to specify that a member of the nominations or elections committee may not be a candidate for office or part of a candidate's campaign.
- Nominations have to be taken by the chair from the floor of the elections meeting, so in your annual meeting rules you may want to spell out what proof of membership someone planning to run must offer in order for their nomination to be accepted by the chair.
Article VI. Elections.
- The election of officers shall take place at the annual meeting, which shall be held in ______ of each year.
- Elections shall be conducted by the Elections Committee. Preferential balloting shall be used if more than two persons are running for the same office.
- This section can add additional specifics about the elections process for the chapter, such as how materials of the candidates can be distributed to members (Emails? Posting on web site?). Things to consider for policy may include how ballots from members whose qualification to vote might be in question are to be handled, and how the results will be announced to the candidates and chapter members.
Article VII. Delegates to the BAI Conference.
- Any member of the Chapter who qualifies for election as a delegate/alternate to the BAI Conference shall be eligible to run for election. If the Chapter is unable to fill all of its allotted delegate slots with Chapter members, any eligible member of BAI may be elected.
- All Chapter members are eligible to vote. There shall be separate ballots for delegate and alternate. Each member may cast as many ballots as there are delegate and alternate slots to be filled.
- Notice of the election of delegates and alternates shall be given as far in advance as possible. All nominations shall be done in advance. The president shall appoint at least two non-candidates to conduct nominations and elections.
- The language here is important because if your chapter doesn't fill all the seats to which you are entitled with members or your own chapter, these seats can be signed over to any member of BAI, from any chapter, who is eligible to be a delegate at the BAI Conference. In this way, your chapter can be represented fully at the BAI Conference even if your members don't/can't fill some or all of your available delegate positions.
- You may want to decide whether or not your substitute delegate must vote based on positions the chapter members want to support at a conference.
- The BAI annual license for the chapters covers 1 free ticket to the NYC conference worth $1800 (compulsory attendance), and 50% discount for other chapter leaders/members who want to attend.
- The chapter president must send the authorizing to BAI Conference Team Lead And Chapter Lead to notify and filling the delegate seat, and the officers of the chapter must agree to the confirmation of the delegates.
Article VIII. Grievance Procedure.
- In the event of a grievance involving the violation of a specific BAI bylaw, each side to the controversy will designate one arbitrator and these two arbitrators will select a third arbitrator. Any person who has a conflict of interest may not serve as an arbitrator. The arbitrators, acting as a grievance committee, will conduct a private hearing on the matter at which both sides to the controversy may present their case. The arbitrators shall endeavor to resolve disputes to the mutual satisfaction of the parties, but if they are unable to do so, the majority's decision becomes the decision of the grievance committee. If a party is dissatisfied with the decision, they may seek help from Global BAI.
- In detailing how you want this procedure to happen, keep in mind that it must be fair to all parties, and must appear that way, even to people outside the chapter. An awkward or poorly spelled out policy can haunt the chapter for a long time. Typically it's easiest to have a three member (if for some reason you want to include more people, be sure to specify an odd number) group, with a member chosen by each side in the dispute, and a chair chosen by those committee members, as is spelled out earlier. Also keep in mind that individuals cannot "skip" a level of the organization, for example going straight to the Global BAI Board, just because they think they will not prevail at a chapter level. They must start at the level at which the grievance occurred and appeal to the next level if they believe the first level has not correctly decided their grievance.
  - It is important to spell out that a grievance is a violation of a specific BAI policy or bylaw, and you may want to require that the grieving party specify a requested remedy. Problems that may result in hurt feelings or ongoing problems unrelated to policy violations (someone who is rude in meetings or perhaps someone who is overly negative or dismissive of new ideas) are more appropriately dealt with through mediation by an outside group or at a special meeting devoted to resolution or management of this type of situation.
  - You may also want to address that disputes involving money must be addressed confidentially.
  - You may want to also specify whether the committee has the power to ask that results of the grievance be kept confidential.
Article IX. Amendments to Operating Rules
- A. These operating rules may be amended provided that such amendment proposed amendments must be given to all Chapter members at least thirty (30) days before the meeting at which the proposed amendment is to be voted on.
- B. Amendments to these Operating Rules must be approved by 3/5 of those members present and voting.
- Be sure to state an alternative in addition to the chapter leaderships' proposal of amendments (this can also apply to bylaws if the chapter leaders wish it), such as a number of chapter members who are required to propose a change.
  - a. Very importantly, be sure to specify the date the operating rules and bylaws of the chapter they were adopted. If a meeting was called to approve change to the operating rules, include in the chapter's newsletter or other notice used to let members know about the meeting. With bylaws, include a copy of the method of notice. With change adopted to either document, include minutes of the meeting at which the vote took place.
  - b. Be sure to send copies of your new or newly revised chapter bylaws and/or operating rules to BAI Chapter Lead, and to the BAI, again being sure to provide details.
Article X. Affirmative Action and COMMUNITY Outreach.
- The chapter's affirmative action and community outreach plan shall consist of the following plan.
- An example of a plan is provided on the next page.
- As per BAI policy, "Chapters shall have an affirmative action plan aimed at increasing diversity & community of participation at all levels of BAI Chapters." The above language is vague because your goals will (and should) differ based on your own community and your chapter makeup. Your chapter can fulfill this requirement in any way you find to be successful, but it is suggested that this be in your operating rules so that you can easily revise the plan as you become more successful in your approach to diversity and community.
- EXAMPLE AFFIRMATIVE ACTION & COMMUNITY OUTREACH PLAN
  - The chapter shall maintain current demographic information about the area in which we are located.
  - The chapter shall conduct —
    - At least (4) workshops or sessions per year devoted to general community and/or coalition Business Agility work
    - Have a standing committee which directs this activity as well as other work and outreach
  - The chapter will have the following procedures in place for outreach:
    - Membership in coalitions dedicated to community diversity
    - Urge diverse membership in coalitions with which we work
    - Inclusion of organizations dedicated to diverse groups on newsletter mailing lists, speakers lists, and event planning committees or task forces
    - Requests of business agility practicing organizations dedicated to diverse groups to include us in their outreach
  - The chapter will set specific and realistic goals for membership, participation, and leadership of a diversity that reflects the community and our issue work.
DATE ADOPTED.
- Date adopted: ___________________
- DATE ADOPTED:
  - Specify the adoption date for Operating Rules for the Chapter.
Additional Info
- Regular standing meetings and locations, for both membership and board meetings, are helpful for many reasons, including that any publication (including chapter brochures) could carry the notice, and special emails would only be required for annual meetings or special matters.
- BAI chapters' sliding scale for dues collected from new members, and information about sending in memberships to Global BAI, has been provided based on Group types for countries which addresses membership recruitment and retention.
- BAI will collect renewal dues from all chapters and members, and provide necessary rebates based on appropriate percentage to the chapter as required or on a case to case basis.
- For Chapters wanting to participate and/or offer any BAI experiences (regional conference, incubator program, special research program, etc.) the Chapter should reach out to BAI Chapter Lead and include as part of their quarterly goals and objectives. A scaling percentage of fee is associated with offering any BAI experience through chapters and must be presented with a proper plan and approach.
- BAI reserves the right to cancel the license for any chapter if they do not meet the minimum number (currently at 100 members) of chapter members prior to the their license renewal date and/or they break the code of conduct, chapter bylaws, or chapter's operating rules.
- BAI is currently working on the Sponsorship mechanism for the Chapters on how and when they should offer, and what's involved and how much it should be scaled at. The sponsorships (or donations in some cases) are targeted towards building a sustainable and operating fund for the chapters for their normal running and future stability. For more information please contact your Chapter Lead. And watch for the communication on the Chapter Sponsorship to be sent soon.