Article I General

Section 1 – Name

The name of this Organization is the Consulting Professionals Network (CPN).

Section 2 – Purpose

The purpose of this Organization is to advance the art of professional consulting, to build public acceptance and interest in the services of consulting professionals, and to provide continuing education, professional development, and social opportunities for consulting professionals in order to best serve business, government, and our community.

Section 3 – Consulting Professional

A consulting professional is a person who, for a fee or salary, provides a specialized expertise, content, behavior, skill or other resource focused on specific client needs to improve or change the organization or individual’s status quo.

Section 4 – Area

This Organization spans an area commonly known as the Inland Northwest, generally described as Eastern Washington and Northern Idaho.

Section 5 – Limitations

This entity is a non-profit and non-political organization, and it operates in accordance with appropriate sections of the U.S. Internal Revenue Code.

Article II Membership

Section 1 – Full Membership

Full membership in this Organization shall be open to any consulting professional who satisfies the following eligibility requirements:

(a) Subscribes to and practices the Code of Ethics.
(b) Spends over 50 percent of paid work time in consulting and related activities.
(c) Is recommended for acceptance by a Full Member in good standing.
(d) Is accepted by a 75 percent majority vote of the Executive Committee.

Section 2 – Associate Membership

Associate membership in this Organization shall be open to consulting professionals who meet eligibility requirements (a), (c) and (d) of Article II, Section I. Associate membership:

(a) is non-voting.
(c) will be promoted or listed on the CPN website as an associate member.

Once Article II, Section 1, (b) is fulfilled, an Associate Member may apply to become a Full Member.

Section 3 – Application & Acceptance

Upon completion of a membership application, credentials of applicants will be circulated to the Executive Committee. CPN’s membership will be notified of the application and are invited to attend the Executive Committee meeting. Recommending member shall present applicant’s credentials to the Executive Committee. The Executive Committee will discuss the applicant credentials and vote on the applicant’s admission immediately following this discussion. Both the discussion and the vote will take place in the executive session. Membership decisions of the Executive Committee are final and not subject to ratification by the membership.

Section 4 – Removal

Members may be removed from good standing for the following reasons:

(a) Failure to pay dues.
(b) Shift of paid work time to less than 50 percent in consulting and related activities (except Associate Members).
(c) Violation of the Organization’s Code of Ethics.
(d) Violation of the confidentiality rules of the Professional Standards Committee.

Conditions outlined in (a) and (b) shall be automatic after 90 days. Ethics and confidentiality violations (c and d) shall be referred to the organization’s Professional Standards Committee for consideration and action. Decisions of the Professional Standards Committee shall be final, and there shall be no further appeal.

Article III Meetings

Section 1 – Annual Meeting

(a) The Annual Meeting of the Organization shall occur each November.
(b) The business of the Annual Meeting shall be election of officers, consideration of policy statements, and other business the members deem appropriate.
(c) All reasonable effort will be made to notify members 30 days prior to this meeting.

Section 2 – Regular Meeting

(a) The Organization shall meet monthly at least 9 times per year.
(b) Meetings shall be held on a regular schedule fixed in September each year.
(c) Special meetings may be held at the discretion of the membership.

Section 3 – Quorum and Voting

(a) A quorum shall consist of the number of Full Members present.
(b) Each Full Member shall be entitled to one vote.
(c) There shall be no proxy voting.

Section 4 – Dues

The Organization may elect to collect dues or assessments as it deems necessary.

Section 5 – Parliamentary Authority

The authority for conduct of all meetings shall be Roberts Rules of Order, Revised Edition.

Article IV Officers

Section 1 – Election and Term of Office

(a) The Organization shall elect its officers at the Annual Meeting for one-year terms commencing in January from a slate of nominees presented by the Nominating Committee.
(b) Officers must be Full Members of the Organization.
(c) No individual may serve in the same officer position for more than three years (cumulative).

Section 2 – Duties of Officers

(a) The President shall preside over all meetings and act as the chief executive officer of the Organization.
(b) The Vice President shall act in place of the President in his or her absence and shall succeed the President in the event of his or her resignation or termination. The Vice President shall be the Organization’s Program Chair. The Vice President is an automatic nominee to succeed the President.
(c) The Secretary shall keep accurate official records of all Organization proceedings, maintain official records, and assure dissemination of stipulated meeting notices.
(d) The Treasurer shall collect dues and shall keep accurate, official, open records of all Organization finances and shall maintain Society funds.

Section 3 – Executive Committee

(a) The Executive Committee shall be composed of the Organization’s officers plus the immediate Past President, the Membership Chair, and two Members at Large. This committee is not to exceed eight members.
(b) The Executive Committee may take action on behalf of the membership subject to ratification at the next scheduled meeting.

Article V Committees

Section 1 – Appointment and Authority

(a) The membership or the Executive Committee may appoint and establish ad hoc committees (Note: Creating new Standing Committees would require a bylaw revision).
(b) Committee authority and responsibility will be strictly limited to powers granted by the membership or the bylaws.

Section 2 – Standing Committees

(a) The Executive Committee shall be composed as defined by Article IV, Section 3 of the officers of the Organization, plus the past President, and any other individuals selected by the members, not to exceed six.
(b) The Program Committee shall be composed of three Full Members. The chair of this committee shall be the Vice President. The committee shall organize meeting programs and any other social, educational, or development activities approved by the members.
(c) The Membership Committee shall be composed of a Membership Chair and at least three Full Members. The Committee shall: (1) promote the Organization to, and follow up with, identified candidates for new membership; (2) maintain a list of current and prospective members; and (3) coordinate membership retention.
(d) The Nominating Committee shall be composed of at least three members appointed by the President. One member shall be the outgoing president. This committee shall nominate a slate of officer candidates, Membership Chair, and two Members at Large for consideration at the Annual Meeting.
(e) The Professional Standards Committee shall be composed of the Organization’s officers plus two members appointed at large by the President. This committee shall hear charges of violations of the Society’s Code of Ethics or rules of Professional Standards Committee confidentiality:

(i) The President or other officers in order of succession shall preside at Professional Standards Committee hearings.
(ii) All hearings shall be conducted in Executive Sessions, with records limited to those advised by the Organization’s legal counsel.
(iii) The work of this committee shall be treated as confidential by those directly involved, and breach of confidentiality shall be grounds for removal.
(iv) Hearings shall be conducted according to strict rules in which those bringing charges and the charged member may present their cases and be examined by the committee.
(v) These rules will be adopted by the committee under advice of the Organization’s legal counsel.
(vi) The committee will issue its decision within 72 hours of their hearing’s completion.
(vii) Committee sanctions require a unanimous vote.
(viii) Committee sanctions may include admonition, censure, suspension, or removal from membership.

Section 3 – Limitation on Authority

(a) Committees report to and take direction from the President.
(b) No member of the Organization, with the exception of the President, may speak for the Organization unless specifically authorized by the membership to do so.

Article VI Amendments

These bylaws may be amended by two-thirds affirmative vote at any regular meeting of the Organization’s membership. All proposed amendments will be circulated in advance to members, read at one regular meeting, and voted upon at the next regular meeting.

Article VII Dissolution

In the event of dissolution, the assets of this corporation will be disbursed to Organization(s) of similar purpose which qualify as tax exempt under the U.S. Internal Revenue Code.

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