Articles of Association

Bylaws of Business Continuity Planners Association

Article I – Identification

The Business Continuity Planners Association (hereinafter BCPA), is a non-profit, mutual benefit association of business professionals responsible for, or participating in, business continuity planning, business recovery, crisis management, emergency management, contingency planning, disaster preparedness planning, or a related professional vocation.

The BCPA's mission is to provide a professional and educational environment for the exchange of experience, dissemination of information, professional growth and for added value of mutual interest to the membership. This includes the identification of common needs or problems in the related vocations identified in Article I.

Purpose:

The purpose of this association is to engage in any lawful act or activity for which an association may be organized under Nonprofit Mutual Benefit Corporation Law. This association is organized exclusively for such purposes described in Section 4.01 within the meaning of Section 501 (c) (6) of the Internal Revenue Code of 1954. The Association shall not carry on or engage in any activities or exercise any powers that are not in the furtherance of the purposes of this association.

The Association shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax or contributions that are deductible under Section 501 (c) (6) or Section 170 (c) (2), respectively, of the Internal Revenue code of 1954 (or the corresponding provision of any future United States internal revenue law).

Limitations:

The property, assets, profits and net income are dedicated irrevocably to the purposes set forth under Purpose above. No part of the profits or net earning of this corporation shall ever accrue to the benefit of any of its directors, trustees, members, or to the benefit of any private individual, political campaign, or candidate for public office.

Upon the dissolution of this Association, after paying or adequately providing for the payment of the Association's debts, obligations, and liabilities, the remaining assets shall be distributed to a non-profit fund, foundation, or association that is organized and operated exclusively for similar purposes and that has established its tax exempt status under Section 501 (c) (6) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States internal revenue law).

Article III -- Membership

Membership Qualifications:

BCPA membership is open to professionals interested in related vocations identified in Article I, regardless of race, color, sex, age, religious affiliation, handicap, national origin, or other personal factor.

Membership Dues:

Individual members will be assessed an annual due, payable upon receipt of invoice from BCPA. Members will be informed of the uses of these dues, at least annually. New member dues received after August 31st will be considered paid for remainder of current year and the full following year.

Membership Code of Ethics:

As a professional association, BCPA aspires to, abides by, and promotes the highest standards of ethical and professional conduct. Abiding by the Code of Ethics is a requisite for initial and continuing membership in the association and shall govern the conduct of all members or member representatives.

All members, member representatives, or guests, in conjunction with any or all BCPA activities, shall:

  - Conduct themselves and their activities according to the highest of ethical principles and
    in a professional, business-like manner.
  - Promote good contingency, disaster, business recovery, continuity, and other crisis planning 
    and management practices and principles.
  - Abide by BCPA articles, bylaws, and policies, as well as BCPA activity registration requirements.
  - Respect the purpose and goals of the BCPA, ensuring the BCPA name is used only in the 
    conduct of BCPA business and never for personal advancement or gain.
  - Refrain from any activities that might constitute a conflict of interest at BCPA functions or events, 
    including engaging in sales activities or solicitation, engaging in personnel recruiting, posting 
    displays, distributing materials without prior Board approval, or conducting any other activity 
    contrary to the purpose and policies of BCPA.
  - Maintain the security and confidentiality of all proprietary BCPA documents and information, 
    restricting their use to those purposes prescribed or intended by the policies and procedures 
    of BCPA or its Board of Directors, including special restrictions on BCPA membership and 
    mailing lists.
  - Preserve and respect the confidentiality of sensitive or proprietary information disclosed by 
    others during BCPA meetings, workshops, seminars, or in networking activities -- as if it 
    were your own.
  - Ensure that any guests brought to BCPA functions are aware of the Code of Ethics and agree 
    to abide by these BCPA standards.

Voting

A member in good standing is entitled to cast one (1) vote on each matter submitted to a vote of the members. Voting will be by specific ballot. Ballots must be administered to all members present at the meeting where voting results will be tallied. An affirmative vote of fifty-one (51) percent of the voting membership present at the meeting must be received to constitute a valid vote.

Voting for elected Director positions is covered under Article VI.

Suspension:

A member may be suspended based on good faith determination by the Board of Directors. A member may be suspended for the following reasons:

1. The member has failed in a material and serious degree to observe the rules of conduct and commonly accepted code of ethics; or

2. The member has engaged in conduct materially and seriously prejudicial to the purposes and interests of the BCPA.

Termination:

Conduct or action detrimental to the association will be investigated by the Board of Directors or an investigating committee appointed by the Board of Directors. A member being investigated will be given oral or written notice before an investigation starts and must be given any opportunity to be heard. Final resolution authority resides with the Board of Directors.

Membership may be considered terminated for the following reasons:

1. Resignation of a member.

2. Expiration of the period of membership, unless the membership is renewed within 60 days from the initial membership invoice date.

Transfer of Membership:

  - No member may transfer a personal membership or any right arising from it for value.

  - The organization that pays for a BCPA membership retains ownership of and all rights
    pertaining to that membership. This includes the right of reassignment of personnel
    representing the organization.

Article IV -- Directors

Only members in good standing1 of BCPA can hold a director position. Required director positions are:
  • President
  • Secretary
  • Treasurer
  • Program Director
  • Past President

Additional director or advisor positions may be added to meet specific needs, such as:

  • Information Director
  • Membership Director
  • Facilities Director
  • Publicity Director

A member is considered to be in good standing when all dues have been paid and the member is not in suspended status as defined in Article III of the BCPA Bylaws.

President: Principal director of the BCPA, with the following minimum responsibilities.

  • Preside at all general and Board of Director’s meetings.
  • Exercise general administration of the other elected or appointed directors.
  • Serve as the primary liaison with other germane non-profit organizations.
  • Negotiate and sign all contracts.

Secretary: Principal administrative director of the BCPA, with the following minimum responsibilities.

  • Keep minutes of all Board of Directors and official meetings when business is conducted.
  • Maintain all BCPA documents in a current and accurate fashion including all bylaws, policies, and
    administrative procedures of elected or appointed directors.
  • Provide postal services including mailbox pickup, documenting incoming mail and distribution. 
    This may be reassigned due to the geographical locations and ease of access to mailbox.
  • Fulfill duties listed under Membership Director in his/her absence.

Treasurer: Principal financial director of the BCPA, with the following minimum responsibilities. 

  • Provide for the custody and safekeeping of all BCPA financial records, securities and monies.
  • Handle collection of monies, the endorsement thereof, and the deposit of same in the Association 
    depository as designated by the Board of Directors.
  • Enter in the BCPA records all financial transactions, disclosing said record in a detail transaction, 
    financial report at each Board of Directors meeting, Highlighting any major discrepancies 
    (greater than 10% over budget) at same Board meeting.
  • Provide a budget versus actual financial report on a quarterly basis.
  • Handle having the financial records audited by a CPA on an annual basis.
  • Process expense invoices or expenditures approved by the Board of Directors.
  • Prepare and present a proposed budget as stated in Article VIII Β– Finances.

NOTE: All financial transactions shall require an authorized signature unless otherwise directed by the Board of Directors. The President, Past President, Secretary, or Treasurer of the BCPA may constitute an authorized signature.

Program Director: Principal program administrator of the BCPA, with the following minimum responsibilities.

  • Publicize the general program for the yearly period of September through July, on the
    BCPA website.
  • Maintain records of all programs and the feedback from the membership.
  • Research programs of interest and backgrounds of speakers.
  • Obtain speakers for all BCPA Meetings.
  • Fulfill duties listed under Facilities Director in his/her absence.

Past President: Principal advisory director of the BCPA, with the following minimum responsibilities.

  • In the absence of the President, fulfill all responsibilities and obligations of the President's office.
  • Execute specific assignments entrusted by the President.
  • Chair the committee for the election of candidates for open board positions.
  • Review Articles of Association and By Laws annually.
  • Fulfill the duties of the Treasurer in his/her absence.

Membership Director: Membership administrator of the BCPA, with the following minimum responsibilities.

  • Organize, publicize, and administer all aspects of soliciting new memberships.
  • Maintain pertinent records on all past and present members and potential members, and
    meeting attendance.
  • Maintain a membership directory, located on BCPA website.
  • Provide member name badges for all BCPA Meetings.
  • Handle all invoicing related to membership dues.
  • Fulfill the duties of the Secretary in his/her absence.

Information Director: Information administrator of the BCPA, with the following minimum responsibilities.

  • Organize, provide and publicize information for the membership.
  • Manage a local repository of materials and reference information pertinent to the membership.
  • Serve as web site administrator and provide a quarterly web site status report to the board.
  • Serve as a liaison to the web page developers to help address major problems or issues with web page.
  • Fulfill duties listed under Publicity Director in his/her absence.

Facilities Director: Facilities administrator of the BCPA, with the following minimum responsibilities. 

  • Locate accommodations in which general or Board meetings can be held.
  • Serve as primary liaison to the owners/managers of facilities used by BCPA.
  • Provide, safeguard, and return equipment requirements of speakers and meetings, including
    room setup.
  • Coordinate facilities and other resources for special BCPA meetings (e.g. Holiday Luncheon,
    appreciation events).
  • Maintain an inventory and control over BCPA archived records, supplies and equipment.
  • Coordinate refreshments for all general meetings as needed.
  • Fulfills the duties of the Program Director in his/her absence.

Publicity Director: Communications administrator of the BCPA, with the following minimum responsibilities.

  • Develop and deliver notices to newspapers, magazines, and other appropriate periodicals of
    general meeting topics, election results, and other relevant newsworthy articles.
  • Organize, provide and publicize information for the membership.
  • Maintain current links to industry related vendors and non profit sites.
  • Solicit industry vendors to advertise on the BCPA web page.
  • Serve as the primary liaison with other germane non-profit organizations.
  • Submit relevant publicity information for inclusion in BCPA communications.
  • Coordinate BCPA participation in industry events.
  • Handle all invoicing related to publicity.
  • Fulfill the duties of the Information Director in his/her absence.

Advisory Positions: Appointed and affirmed by the elected Board of Directors of the BCPA, with the following minimum responsibilities.

  • Execute specific assignments entrusted by an elected Board of Director member.
  • Keep the Board of Directors apprised of industry related trends in which he/she has
    knowledge and expertise.

Article V -- Board of Directors

All BCPA business will be managed by the BCPA's Board of Directors. A quorum is required to transact any business. A quorum, for business purposes, will consist of a minimum of sixty (60) percent of the acting filled director positions. Board advisory positions, if created, do not qualify for a director quorum nor are they eligible for voting.

In case of a director vacancy, such vacancy shall be filled by Board appointment, upon the advice and consent of a majority of Board members attending the Board of Directors meeting. The Board of Directors shall consult with a properly constituted law firm or attorney on legal substance for BCPA. Only a Board of Directors member or a person authorized by the Board of Directors can obligate BCPA to a binding contract. No binding contract can be signed that obligates BCPA to an amount in excess of those provided in the current budget for that purpose unless approved by the Board of Directors.

Any director may be removed by a two-thirds vote by the membership or a unanimous vote of the other Directors for failure to maintain a membership in good standing or to fulfill the responsibilities of the elected or appointed position. Any director or advisor missing three (3) business meetings in a fiscal year will be considered for removal.

Article VI -- Elections

Directors are elected by a quorum of members in good standing at a meeting designated for the elections. Each member is entitled to cast one (1) vote for each position on the slate. The slate of nominations must be sent to all members prior to the election meeting. The members present at the election meeting will constitute a quorum.

Unless noted at the time of election, all terms of directorship are two (2) calendar years. All directors, except the President, may serve two (2) consecutive terms in the same director's position. The President will serve two (2) years as the President and two (2) years as the Past President. Elections will be conducted in December each year, with the newly elected directors taking office in January the following year. Outgoing directors will attend the January meeting for smooth transition purposes.

The director positions will be open for election in the following calendar year..