Society for Intelligence Management Bylaws

2.0 The Board of Directors will consist of at least three members, including founding members who will automatically serve on the Board.

2.1 The Directors may appoint one or more Directors, who shall hold office for a term expiring no later than the close of the next annual general meeting of Members. However, the total number of appointed Directors may not exceed one-third of the number elected at the previous annual general meeting.

2.2 Directors shall be elected by the Voting Members in accordance with the Election Procedures established by the Board.

2.3 Directors shall serve a term of four (4) years, renewable once, to ensure turnover in governance.

2.4 A Director is eligible for election or appointment for a maximum of two (2) consecutive terms and is ineligible for re-election or re-appointment until eleven (11) months after ceasing to serve.

2.5 Directors shall serve without remuneration and shall not receive any profit directly or indirectly from their position, except for reimbursement of reasonable expenses. Directors may be compensated for services provided in other capacities.

2.6 Each Board Member, except the Chair, shall have one (1) vote. Questions shall be decided by majority vote, with the Chair voting only in the case of a tie.

2.7 Vacating a Director’s Office

A Director’s office shall be vacated if they:

• Are removed by a two-thirds (2/3) resolution of Voting Members at a special meeting.
• Resign by delivering a written resignation to the Chair.
• Miss three (3) consecutive meetings without reasonable cause.
• Are deemed mentally incompetent or unsound of mind.
• Declare bankruptcy or are otherwise insolvent.
• Pass away.

2.8 Board Authority

The Directors may govern the affairs of the Association and enter into contracts on its behalf.

2.9 The Board may:

• Borrow money on the credit of the Association.
• Issue debentures or other securities.
• Pledge or sell securities.
• Secure liabilities through mortgages or pledges.
• Authorize expenditures and regulate operations.
• Appoint committees and advisory groups.
• Establish a fund to promote the Association’s objectives.

2.10 The Board may schedule regular meetings.

2.11 Directors and Members may participate in meetings electronically, with equal access to materials and participation.

2.12 Resolutions signed by all voting Directors are valid and must be kept with meeting minutes.

2.13 A majority of Directors constitutes a quorum.

3.0 Executive Board Members (Officers)

Executive Board Members include the Chair, Vice-Chair, Secretary, and Treasurer.

• Oversee day-to-day governance functions.
• Authorize decisions between meetings.
• Ensure the organization operates within policy and legal obligations.
• Control internal governance and compliance.
• Approve internal policies, manage organizational risk, and oversee operations.

3.2 Senior Board Members

Senior Board Members include the Chair, Vice-Chair, Secretary, Treasurer, and Directors.

• Act as the governance body responsible for strategic decisions, oversight, and major approvals.
• Focus on mission alignment, partnerships, fundraising, advocacy, and long-term planning.
• Help shape long-term vision and policy, even where not involved in day-to-day operations.

3.3 Chair of the Board

• May be selected or elected among the Board of Directors at the request of the presiding Chair and Executive Board.
• Provides leadership and direction to the Board of Directors.
• Sets agendas in consultation with other leadership.
• Ensures effective board function and adherence to governance standards.
• Serves as primary liaison between the Board and executive staff, if applicable.
• Represents the organization at official functions or designates another director.
• Oversees organizational and board performance reviews.
• Ensures committees are properly constituted and aligned with priorities.
• Facilitates conflict resolution within the board.
• Presides over meetings of the Board and Members.
• Holds additional duties and powers as specified by the Board.

3.4 Vice-Chair of the Board

• May be selected or elected among the Board of Directors.
• Supports the Chair and acts as an advisor.
• Assists in agenda preparation and planning initiatives.
• Leads committees or task groups as assigned.
• Oversees board development, recruitment, orientation, and training.
• Acts as Chair when the Chair is unavailable or unable to serve.
• Ensures continuity of leadership and governance standards.
• Holds other duties and powers as specified by the Board.

3.5 Secretary

• May be appointed or elected by board members.
• Prepares and distributes meeting notices, agendas, and supporting documents.
• Maintains official corporate records, registers, and correspondence.
• Tracks attendance, board terms, and governance compliance.
• Maintains policies and bylaws and ensures current versions are accessible.
• Certifies board resolutions and authenticates organizational documents.
• Supports the Chair in procedural compliance during meetings.

3.6 Treasurer

• Has custody of the funds and securities of the corporation.
• Prepares and presents financial reports to the Board.
• Oversees preparation of the annual budget for Board approval.
• Ensures proper financial controls, record-keeping, and accounting standards.
• Liaises with auditors and oversees the annual audit or financial review.
• Monitors long-term financial sustainability and advises on financial risk.
• Recommends financial policies for investment, reserves, spending, and reimbursement.
• Approves or co-signs payments and financial transactions as authorized.
• Ensures compliance with relevant financial legislation and reporting obligations.

4.0 Membership consists of founding, honorary, and regular members paying annual dues.

4.1 Membership is available to individuals supporting the corporation’s purposes, as approved by the Board.

4.2 Members may attend and vote at meetings.

4.3 Active Members are entitled to one (1) vote each.

4.4 Members in good standing may participate fully in SIM activities and be eligible for office.

4.5 Members may withdraw by submitting written resignation to the Chair.

4.6 Membership is non-transferable and ceases upon death, resignation, expulsion, or dissolution.

4.7 Suspension or Expulsion

The Board may suspend or expel Members for:

• Violating bylaws.
• Detrimental conduct.
• Other reasonable grounds.

4.8 Suspended or expelled Members will be notified and may submit a written appeal within twenty (20) days.

5.0 The annual or any general meeting of Members shall be held at a place determined by the Board.

5.1 The annual meeting shall occur no more than fifteen (15) months after the previous meeting.

5.2 Business includes financial statements and other matters as determined by the Board.

5.3 Notice of meetings shall be sent electronically 21–35 days prior.

5.4 Each Voting Member has one (1) vote.

5.5 Decisions require a majority vote, with 50% forming a quorum.

1. The corporation considers environmental and social impacts in its activities and governance.
2. The corporation complies with data protection laws.
3. The organization employs merit-based, non-discriminatory practices.
4. Financial reserves may be established for sustainability.
5. Intellectual property rights belong to the corporation, with licensing agreements possible.
6. The corporation collaborates with other organizations.
7. Directors, officers, and volunteers are indemnified against liabilities, except in cases of misconduct.
8. Technology and automation are used ethically to improve operations.
9. Financial resources include membership fees, grants, donations, and other authorized means.
10. Contracts and documents require authorized signatures to bind the Association.