Subject: Meetings

Original Policy:

Revised Policy: Governing Board Approval: June 11, 1993

Revised: June 8, 2000

General

This policy expands on IBAC By-Laws in established requirements for scheduling IBAC Governing Board meetings.

Regular Meetings

IBAC By-Laws require the Governing Board to holds a regular meeting at least once each year. Given that IBAC is incorporated in Washington D.C., and to satisfy District of Columbia, U.S.A. organizational criteria, one meeting each year is designated the Annual Meeting of the Members.

Formal notice of regular meetings is given in writing by the Corporate Secretary at least 90 days in advance. Agenda items are requested at that time and supporting documentation is requested on a timely basis. However, as much as possible, meetings will be scheduled two years in advance to facilitate long range planning.

The Board will attempt to facilitate attendance by scheduling meetings immediately before or after a Member organization event.

Special Meetings
Special meetings may be called by the Chairman or by a majority of the representatives of Members on the Governing Board. Notice must be given in writing by the Corporate Secretary at least 30 days in advance unless all Members agree to a waiver.

Quorum
At regular or special meetings, a majority of the Members of the Governing Board representing Members, in person or by proxy, constitutes a quorum.

Majority or other Required Action
The act of a majority of the Governing Board Members present at a meeting, in person or by proxy, at which a quorum is present, is in virtually all cases the act of the Governing Board. The only exceptions, stated in By-Laws, are for votes on membership applications (Article V, Section 4) and for certain substantial changes in Council operations or finances (Article VII, Section 6).

Attendance
Except by invitation from the Governing Board, attendance at meetings is restricted to persons who are in the delegations of Member Organizations or who are present on behalf of the Secretariat.

Minutes
It is the Corporate Secretary's responsibility to record and publish minutes of all meetings, as well as to give timely notice of meetings. The original copy of minutes is filed permanently in the corporate minutes books.

Proxies
The form of proxy to be used in connection with Governing Board meetings is as stated in Attachment "A" of this policy.

Costs of Meeting
Each Member Organization is responsible for the costs associated with the attendance of its representatives and other delegation members at meetings of the Governing Board.

Out-of-Pocket costs incurred in holding the meetings (e.g., luncheons, dinners, room fee, receptions) are encouraged to be underwritten by Member Organization sponsors or other organizations. When such costs are not paid by sponsors, they are allocated among the Member Organizations attending in accordance with number of persons present.

Complete Provisions of By-Laws
Consult the sources named below for complete provisions of By-Laws concerning meetings, including adjournment if a quorum is not present, and means by which action may be taken without a meeting.

Source of Policy: (1) By-Laws, Article V, September 14, 1981

(2) By-Laws, Article VII, Section 1-7, September 14, 1981

(3) Governing Board Minutes, page 5, Dallas, October 7-8, 1983

(4) Governing Board Minutes, page 9, Montreal, January 21-22, 1982

(5) Governing Board Minutes, page 3, Dallas, September 25, 1992

(6) By-Laws, Article IX, Section 4, September 14, 1981

(7) Governing Board, Montreal, 8-9 June 2000

Attachment "A": Proxy Form
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