Council Appendix to Bylaws

Bylaws of the Manufacturing, Industrial and Logistics Council of the International Facility
Management Association.

Adopted: April 1, 2017

Article I: Name

Section 1.
The name of this organization is the Manufacturing, Industrial and Logistics Council of the
International Facility Management Association, hereinafter referred to as the “Council” said Council
being a Special Interest Group unit of the International Facility Management Association, hereinafter
referred to as the “Association.”

Article II: Governing Authority

Section 1.
The Council is governed and operated in accordance with the laws of the State of Texas, provisions
of the Association’s Constitution and Bylaws, this Council’s Bylaws, the regulations and
requirements for the conduct of Councils of the Association as adopted from time to time by the
Association’s Board of Directors and the rules and instructions of the Council’s board of directors
issued through its officers.

Article III: Organization

Section 1.
The Council is a separate entity and the Association is not financially responsible for it.

Section 2.
The Council shall be chartered by and shall be affiliated with the Association.

Article IV: Purpose and Policy

Section 1.
The Council shall foster the purposes, vision, mission, goals, core values, and Code of Ethics of the
Association in a distinct industry or area of interest. Members of councils shall strive to implement
the Association’s professional policies among themselves and in the organizations which they serve.

Section 2.
The name, funds or influence of the Council may be used only in support of Section 1.

Article V: Membership

Section 1.
The qualifications for membership shall conform to the requirements of the Association’s
Constitution and Bylaws. Council members who do not comply with Association requirements for
Council membership, including payment of additional dues or fees, shall be automatically dropped
from Council membership.
 Section 2.
As stated in the Constitution [Art. IX, § 2], membership in SIGS shall be restricted to Association
members or members of organizations that the Association has formed alliances with that permit
such participation. The SIG may invite non-members to attend SIG meetings and events in
accordance with such policies and procedures, if any, adopted by the Association Board of Directors.

Section 3.
The provision of the Association Bylaws for disqualification, suspension, expulsion and
reinstatement of members shall govern.

Article VI: Council Board of Directors

Section 1.
All Officers and Directors shall be members in good standing of the Association and shall be
members of the Council.

Section 2.
The management and direction of the Council shall be delegated exclusively to its board and only
those board members specifically named as Officers or Directors shall be eligible to vote on Council
business.

Section 3.
(a) The Council’s board should consist of five members including the President, Vice President(s),
Secretary, Treasurer and Immediate Past President. The maximum number of board members
shall be five. (The council may choose to combine the duties.) The Council may choose to
include on the board additional Directors whose duties and responsibilities shall be as approved
by the Association’s Board.
(b) “Past President” shall mean a member in good standing who served to the end of a term as
President after election or succession. “Immediate Past President” shall mean the Past President,
if any, who served most recently before the commencement of the current full annual officers’
term, and who agrees to serve in the roles assigned by these Bylaws to the Immediate Past
President.
(c) Non-officer Directors are appointed by the president and serve until the commencement of the
next presidential term.

Section 4.
Board of Directors Meetings
(a) Regular meetings. Regular Meetings of the Council’s Board of Directors shall be held at the call
of the President with at least 7 days advanced notice.
(b) Special meetings: Special meetings may be called by a majority of the Board of Directors with
at least 7 days advanced notice. The business at special meetings shall be limited to that of
which the meeting was called. The council president shall be the presiding officer at all special
meetings.

Section 5.
A majority of the board shall constitute a quorum.

Section 6.
The Council Board of Directors is specifically empowered to adopt rules for its own proceedings. If
board membership falls below a quorum, the remaining board may meet even without a quorum to
appoint sufficient members to attain a quorum.
 Section 7.
Should the President resign, or otherwise be unable to fulfill his or her term of office, the succession
of officers shall be Vice President to President. No advanced notice shall be necessary for filling a
vacancy at a regular meeting of the Board.

Section 8.
A vacancy in an officer or director’s position shall be filled by appointment by the Council President
for the remainder of the replaced Director’s term.

Article VII: Officers

Section 1.
Each elected Council Board member shall take office on the __1___ day of __July___ of each year
and shall serve a two-year term and until the officer’s successor is elected. The officers shall be
elected in accordance with the nomination and election procedure described in these bylaws.

Section 2.
The Council President shall be a member of the Association in good standing and shall be a member
of the Council. The President shall serve as chairman of the board; shall preside at all meetings; shall
select the chairs of special committees; shall ensure that the council is represented at the annual
House of Delegates Meeting through a delegate selection procedure in conformity with any policies
adopted by the IFMA Board of Directors under IFMA Bylaws; shall be an ex-officio member of all
committees (except the Nominations Committee); and shall sign all agreements and formal
instruments.

Section 3.
The Council Vice President(s) shall be a member of the Association in good standing and shall be a
member of the Council. The Vice President(s) shall preside in the absence of the President(s) and
shall perform other duties as assigned by the President or by the Board of Directors.

Section 4.
The Council Treasurer shall be a member of the Association in good standing and shall be a member
of the Council. The Treasurer shall collect and receive Council monies and securities; deposit funds
and disburse same, subject to the direction of the Board of Directors; keep accurate books of
account; submit a report at Board of Directors’ meetings; cosign all agreements and formal
instruments, except those pertaining to the office of the Secretary; and submit a report of the
Treasurer’s office at an annual meeting of the Council. The Treasurer shall perform other duties as
assigned by the Board of Directors.

Section 5.
The Council Secretary shall be a member of the Association in good standing and shall be a member
of the Council. The Secretary shall see that notice is sent at least seven days in advance of all
meetings of the Board of Directors and of the Council and shall keep accurate minutes thereof. The
Secretary shall maintain a file of all correspondence; keep a roster of committees and task forces;
forward requested material and information to the Association; cosign all agreements and formal
instruments, except those pertaining to the office of the Treasurer; and submit a report of the
Secretary’s office at an annual meeting of the Council. The Secretary shall perform other duties as
assigned by the Board of Directors.

Section 6.
Prior to expiration of the officer's term a Council officer may be removed from office prior to
expiration of the officer's term for good cause only. A petition signed by a majority of Board
members shall be necessary to initiate the removal procedure. The petition shall state the specific
causes for removal. All members of the Council Board shall receive at least 7 days notice of a
 meeting (whether general or special) at which the removal of the officer will be considered. The
challenged officer shall have right to present a defense to the Council Board. The officer shall be
removed from office upon a two-thirds vote of Council Board members present and voting.

Article VIII: Nomination and Election of Officers

Section 1.
The President and Vice President(s) shall not hold the same office for more than two consecutive
years.

Section 2.
Nominating Committee Procedure. A nominating committee chaired by the Immediate Past
President shall prepare a list of qualified nominees no later than 90 days before the above
assumption of office date. This list shall provide at least one name for each elective position on the
Board and shall be presented to the Council not later than the regular meeting 60 days before the
assumption of office date. At this time, qualified voting members may present nominations from the
floor.

Section 3.
Elections shall be made by written ballot delivered in a manner chosen by the committee to the
qualified voting members. The nominating committee shall prepare the ballot. Write-in space for
each office shall be included in the ballot. Each qualified voting member of the Council shall be
provided with a ballot at least four weeks prior to the ballot count date as set by the Council Board of
Directors. Ballots shall be returned in the manner and timeframe specified by the nominating
committee. The Council board may adopt policies and procedures for balloting in conformance with
applicable statues.

Section 4.
Tabulation. The nominating committee chaired by the Immediate Past President shall designate the
method of validation and counting of ballots. A plurality shall elect to office. In case of a tie, the
election shall be determined by lot. Results shall be reported to the members by the Council’s
Immediate Past President.

Section 5.
The Council Secretary shall immediately notify the Association’s President of the results of Council
elections of officers and Directors, including a complete listing of the Council Officers and Directors
for the coming year with their addresses and phone numbers.

Article IX: Committees

Section 1.
Committees
The Council’s standing committees shall include the following: Executive Committee and
Nominating Committee. The Council Board of Directors shall have the power to create additional
standing committees and special committees. The Council President shall appoint all standing and
special committee members or delegate selection to the committee chair, designate their duties and
may authorize compensation for justifiable expenses.

Section 2.
Executive Committee
(a) Composition. The Executive Committee shall consist of the President, Vice President(s),
Secretary, Treasurer and Immediate Past President.
(b) Authority. The Executive Committee shall exercise the authority of the Board in the control and
management of the Council’s Affairs when the Board is not in session. The Executive
 Committee cannot modify action taken by the Board and the Board may modify any unexecuted
action approved by the Executive Committee.

Section 3.
Nominating Committee
(a) Composition. The Nominating Committee shall be chaired by the Immediate Past President, if
willing and able to serve, and otherwise the most recent Immediate Past President willing and
able to serve. If a member of the Nominating Committee becomes a candidate for office, that
member must resign from the Nominating Committee.
(b) Authority. The Nominating Committee shall perform those tasks relating to nomination of
officers as stated in these Bylaws.

Section 4.
Authority to Act
Committee appointees by Council President may commence work immediately upon notification by
the President and before the announcement of their appointment at a Board or Council meeting.

Article X: Meetings of Members

Section 1.
At least one face-to-face council meeting should be conducted in the Council’s fiscal year

Section 2.
Meetings of Members
(a) Regular meetings. Regular Meetings of the Council’s membership shall be held at the call of the
President with at least 7 days advanced notice.
(b) Special meetings. Special meetings may be called whenever the majority of the Board of
Directors deems it necessary or upon written request by not less than 20 percent of the Council
membership. The business at special meetings shall be limited to that of which the meeting was
called.
(c) Annual meeting The Annual meeting of the Council shall be held as directed by the Council
Board of Directors at which time reports of the committees shall be submitted. The Secretary
shall submit an annual report of the activities of the Council during the past term of office, and
the Treasurer shall submit an annual report of the finances of the Council. A copy of these
reports shall also be sent to the Association as part of the Council’s annual recertification report
in accordance with the Association Bylaws.
(d) A quorum to take a binding membership vote shall consist of 2% of the Council’s membership.

Article XI: Council Administration

Section 1.
Conduct of Council Business
(a) These Bylaws, together with the applicable provisions of the Association’s Constitution and
Bylaws, Robert’s Rules of Order (Newly Revised), and Texas law shall govern the conduct of
the business of the Council.
(b) Rules in the nature of rules of order contained in these Bylaws may not be suspended unless
such rules provide for their own suspension.

Section 2.
Neither members nor directors may vote, or otherwise act, by proxy.

Section 3.
The fiscal year of this Council shall be the same as that of the Association.
Section 4.
The Council shall furnish all records and reports requested by the Association’s President, including
regular reports on the financial condition of the Council.

Section 5.
Minutes of board of directors meetings, meetings of members, and committee and special meetings
shall be sent to the Association by the Council Secretary.

Section 6.
Recertification
The Council shall submit a request for recertification to the Association’s President each year by the
date established by the Association’s President. The request shall include such information as
required by policies and procedures adopted by the Association’s Board of Directors. The
Association’s Board of Directors shall review the request for recertification and approve or deny the
request based upon the professional activity of the Council and its Officers. The Board may grant
conditional recertification upon such terms and conditions as the Board deems appropriate.

Section 7.
Council remittance of members’ annual dues shall be set by the Council’s Board of Directors with
approval by the Association President.

Section 8.
Annual dues notice shall be sent by the Association at least 60 days in advance of each member’s
anniversary date and are payable when rendered. Initial dues shall accompany the membership
application.

Section 9.
Association and Council dues shall be payable in U.S. dollars or the equivalent directly to the
Association. Council remittance of members’ Council dues will be returned to the Council by the
Association in accordance with IFMA policy as stated in the Association Constitution and Bylaws.

Section 10.
Association Councils do not have the power to levy any special assessment on any member of the
Association, other than regular annual dues and reasonable and necessary fees for attendance at
Association and Council meetings, conferences, seminars and special events. Voluntary contribution
programs for Council support or other purposes may be established by the Association’s Board of
Directors. The Association’s Board of Directors may, on a case-by-case basis or by adopted
procedures, allow units the ability to charge additional and/or supplemental fees for services
rendered by such unit.

Section 11.
A member of the Board of Directors or of a committee shall be disqualified from participation
concerning or voting on any item of business as to which the member has a direct personal or
pecuniary interest not common to the other members of the Board or committee .
 Section 12.
Anti-trust policy: All council activities and/or discussion shall be avoided which might be construed as
tending to:
(a) Raise, lower, or stabilize prices.
(b) Regulate the provisions of services or their costs
(c) Allocate market.
(d) Encourage boycotts
(e) Foster unfair trade practices
(f) Assist in promoting monopolization; and/or
(g) In any way violate applicable trade regulations and anti-trust laws

Article XII: Amendments

Section 1.
Any elected Council officer or Director may propose an amendment to these Bylaws. Proposed
amendments to Council’s Bylaws shall first be submitted along with a copy of the complete, current
Council Bylaws, to the Association for approval. After Association approval, the proposed
amendments shall then be publicized to the general Council membership at least two weeks prior to
a regular Council meeting or special meeting.

Section 2.
Within two weeks of the meeting referred to in Section 1, the Council Secretary shall send ballot
forms to all qualified voting members of the Council with all returned ballots to be received with in
forty-five days after the date that the Secretary sends out the ballot forms. These Bylaws may then be
amended via ballot sent to the qualified voting members with two-thirds of those responding voting
in the affirmative. The Council board may adopt policies and procedures for balloting in
conformance with applicable statutes.

Section 3.
IFMA may require the Council to amend its Bylaws at any time to conform with IFMA’s Articles of
Incorporation, Constitution, Bylaws or adopted policies.

Article XIII: Not-for-Profit, Professional Association

Section 1.
Council is organized and operated exclusively for the purpose described in Section 501(c)(6) of the
U.S. Internal Revenue Code or the corresponding provisions of a future United States of America
revenue law.

Article XIV, Dissolution, Suspension & Termination

Section 1.
Provisions for suspension, termination, and dissolution of the Council shall be as provided for in the
Association Bylaws and such policies as the Association Board may adopt in support of the Bylaws.
If the Council is unable to dissolve and liquidate its assets, the Association’s President shall be
deemed the Council’s representative and may perform all acts useful and necessary for the
dissolution of the Council and the liquidation of its assets.”

Ratified this 1st day of April, 2017 by the MILC Board of Directors

Approved by: Keith Vandenbussche- President (original on file)