About the foundation
The CI Foundation conducts and supports research on emerging issues and key trends that affect the practice of competitive intelligence and its ability to support key decision-makers and their organizations. The CI Foundation also makes existing and developing competitive intelligence knowledge visible, available, and relevant to the competitive intelligence practitioner through targeted publications including handbooks, studies, and survey reports. Vision: Better competitive intelligence through research and education. Mission: To develop, maintain, and promote the body of knowledge for the competitive intelligence community through research and education.
2009 Board of Trustees Eduardo Flores Bermudez, Chair -Bayer Schering Pharmaceuticals AG Paulo Franklin de Abreu - Embraer Jan Goldman, Ed.D. - National Defense Intelligence College Arik Johnson - Aurora WDC
Judith Leavitt - Rockwell Collins Scott Leeb - Prudential Retirement
Flynt Tuller - MetLife
Research Advisory Council Scott Leeb, Chair - Prudential Retirement Jim Breckenridge, Mercyhurst College Alessandro Comai, Incontro Inteligencia Liam Fahey Paulo Franklin, Embraer Helen Hohman Dick Klavans, SciTech Strategies Neal Ochsner, Ochsner Consulting Barbara Wilson, Rohm & Haas Development Committee Arik Johnson, Chair - Aurora WDC Martha Matteo, Ph.D. - Boehringer-Ingleheim (ret.)
BYLAWS OF THE COMPETITIVE INTELLIGENCE FOUNDATION
Revised March 2006 ARTICLE I: NAME 1. The name of this non-profit corporation is the Competitive Intelligence Foundation. It is hereinafter referred to in these Bylaws as the Foundation. ARTICLE 2: BOARD OF TRUSTEES 2.1 General Powers. The property, affairs, and business of the Foundation shall be managed and controlled by its Board of Trustees. The Board of Trustees may by general resolution delegate to officers fo the Foundation and to committees such power as provided for in these Bylaws. 2.2 Number. The number of Trustees shall be seven, or such other number as shall be decided by the Board of Directors of the Society of Competitive Intelligence Professionals ("SCIP") from time to time. 2.3 Selection. The Trustees shall be appointed by the Board of Directors of SCIP. The SCIP vice president is automatically appointed to the Board of Trustees upon their election to that position. 2.4 Terms. Trustees serve staggered three year terms and their terms will expire on December 31 of the applicable year or until their successors are appointed. The SCIP Vice President, if not already a Trustee, shall serve a one year term concurrent with his or her position in that office. Trustees may succeed themselves in office. 2.5 Resignition. Any Trustee may resign at any time by giving written notice to the Chair. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Chair or Board of Trustees. 2.6 Removal. The Board of Trustees may remove any trusteee for cause by an affirmative vote of two-thirds of the Trustees. A Trustee who also fails to attend two consecutive meetings per year without justification shall be automatically removed from the Board of Trustees. 2.7 Vacancies. Vacancies among the Trustees, whether caused by resignation, death or removal, may be filled for the unexpired portion of the term by the SCIP Board at any regular or special meeting. 2.8 Meetings. A regular annual meeting of the Board of Trustees shall be held in the first quarter of each year. Any additional regular meeting of the Board of Trustees shall be held at a time to be determined by the Board of Trustees. Special meetings may be called by the Chair or at the request of at least three Trustees. Notice of such meetings shall be given to all Trustees. 2.8.1 Meetings by Teleconference. Members of the Board of Trustees or any associated committee may participate in a meeting by means of conference telephone or other communications facilities (including but not limited to data conferencing and videoconferencing) by which all persons participating in the meeting can hear or understand each other at the same time. Such participation shall constitute presence in person at the meeting. 2.8.2 Action Without a Meeting. Any action taken by mail, electronic mail, fax or telephone ballot shall be valid, provided that all trustees or committee members entitled to vote upon such action are informed of the proposed action and cast their vote within the guidelines specified in the action.
2.9 Quorum. A majority of the voting members of the Board of Trustees shall constitute a quorum for the transaction of buisness at any meeting of the Board of Trustees. Any decisions, approved by a majority, shall be binding unless revoked or amended by a subsequent vote. Each of the members of the Board of Trustees shall have one vote, which shall not be delegated to another nor exercised by proxy. In the case of a tie, the Chair (as chair of the meeting) may exercise the right to cast a deciding vote. 2.10 Manager of Acting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees, unless the act of a greater number is required by law or by these Bylaws. 2.11 Compensation. Trustees shall not receive any stated salaries for their services as such, but by resolution of the Board of trustees expenses of attendance may be allowed for attendance at each regular or special meeting of the Board; however, nothing herein contained shall be construed to preclude any Trustee from serving the Foundation in any other capacity and receiving reaonable compensation therefore. ARTICLE 3: OFFICERS 3.1 Officers. The officers of the Foundation shall be the Chair, Vice Chair, the Secretary-Treasurer, and the Executive Director. The Vice Chair and the Secretary-Treasurer shall be elected annually by the Board of Trustees from the Board membership during the last full board meeting of the calendar year. 3.2 Selection. The officers of the Foundation (other than the Chair) shall be elected annually by the Board of Trustees at the annual meeting of the Board. If the election of these officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. New Officers may be created and filled at any meeting of the Board of Trustees. Each officer shall hold office until a successor shall have been duly elected and shall have qualified. 3.3 Removal. The Board of Trustees may remove an officer for cause by an affirmative vote of two-thirds of the Trustees. 3.4 Vacancy. A vacancy in any office becaus eof death, resignation, removal, disqualifcation, or otherwise, may be filled by the Board of Trustees for the expired portion of the term. 3.5 Chair. The Chair shall be the Vice President of the Society of Competitive Intelligence Professionals. The Chair shall oversee all functions of the Foundation, preside at business meetings, make appointments to all committees, serve as ex-officio member of all committees, and act as spokesperson for the Foundation. The duties in part of the Chair may be delegated to the Vice Chair, Secretary-Treasurer, Executive Director or any Board member as appropriate. 3.6 Vice Chair. The Vice Chair, elected by the Board of Trustees, shall temporarily assume the Chair's duties in the vent that the Chair is absent, incapacitated, or no longer able to serve. Should the Chair and/or the Vice Chair be unable to serve, the Secretary-Treasurer will serve as Chair until an election can be held by the board. 3.7 Secretary-Treasurer. The Secretary-Treasurer shall ensure the integrity of financial matters and meeting records of the Foundation as required by law and the Bylaws. In conjunction with the Foundation staff, this officer ensures that the Foundation maintains accurate financial records, reviews financial status on a regular basis, and ensures that regular financial reports are submitted to the Board of Trustees. This officer shall ensure that an annual audited report is presented to the Board of Trustees. This officer shall provide for notification of Trustees of their respective meetings in accordance with these Bylaws, and shall ensure that attendance, actions and proceedings of the meetings are recorded and maintained in the permanent records of the Foundation. This officer shall maintain these BVylaws, the Standing Rules and a Minutes book and shall ensure that such records as amy be reuqired by law or the Foundation are kept. The duties in whole or in part of the Secretary-Treasurer may be delegated by the Board of Trustees to the Executive Director or designated member of the staff. 3.8 Executive Director. The Board of Trustees shall employ an Executive Director. As the chief staff officer, the Executive Director shall manage and direct all activities of the Foundation subjedct to the policies established by the Board of Trustees and within the limits of the Bylaws, and many act as spokesperson for the Foundation. To achieve the foundation's objectives, the Executive Director shall hire, shall manage, and may terminate other member of the staff. He or she will define dutires of the staff, evaluate performance, establish compensation, and delegate those responsibilities of management that are in the best interests of the Foundation. The Executive Director will establish and maintain procedures for administration of the Foundation activities and the Foundation office(s). Annually, the Executive Director will develop a budget for the Foundation and, working with the Secretary-Tresurer, will submit the budget to the Board of Trustees for approval. The Executive Director will report to the Chair administratively, and serve as a non-voting member of the Executive Committee. ARTICLE 4: COMMITTEES 4.1 Designation of Committees. The Board of Trustees, by resolution, may dsignate standing or special committees to direct the business of the Foundation. The Chair, with approval of the Trustees, shall appoint the committee chairpersons. 4.2 General Powers. Committees are to report promptly to the Trustees and only take such action(s) as is specifically designated in the Bylaws or in the resolution chartering the committee. Rules of procedure that govern the Board of Trustees shall govern each committee. No committee shall have the authority to amend, alter or appeal these Bylaws, any resolution of the Board of Trustees, or any Foundation policy or procedure. ARTICLE 5: BOOKS AND RECORDS 5. The Foundation shall keep correct and complete books and records or accounts and shall also keep minutes of the proceedings of its Board of Trustees and committees having any other authority of the Board of Trustees. ARTICLE 6: FISCAL YEAR 6. The fiscal year of the Foundation shall begin on the first day of january and end on the last day of December. ARTICLE 7: SEAL 7. The Board of Trustees shall provide a corporate seal which shall be in a form selected by a resolution of the Board of Trustees. ARTICLE 8: INDEMINIFICATION 8. Any present or former Trustee, officer, or employee of the Foundation, or other such persons so designated in the discretion of the Board of Trustees, or the legal representative of such person, shall be indemnified by the Foundation against all reasonable costs, expenses, and counsel fees paid or uncurred in connection with any action, suit, or proceeding to which any such person or his legal representative may be made a party by reason of his being or having been such a Trustee, officer, or employee serving or having served the Foundation, except in relation to matters as to which he shall be found guilty of negligence or misconduct in respect of the matters in which indemnity is sought and in relation to matters settled or otherwise terminated without a final determination on the merits which such settlement or termination is predicated on the existence of such negligence or misconduct. ARTICLE 9: PROCEDURE 9. The rules contained in the most recent edition of Robert's Rules of Order shall provide the rules of procedure for the Foundation where they are not inconsistent with the provision of the Articles of Incorporation or these Bylaws. ARTICLE 10: AMENDMENTS TO BYLAWS These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the Trustees present at any regular meeting or at any special meeting, if at least seven days' written notice is given of intention to alter, amend, or repeal, or to adopt new Bylaws at such meeting. ARTICLE 11: DISSOLUTION Upon the dissolution of the Foundation or the winding up of its affairs, the assets of the Foundation shall be distributed edxclusively for charitable, educational and scientific purposes or to organizations which are then exempt from federal tax under Section 501(c)(3) of the Internal Revenue Code of 1986.
|
