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Corporate By-Laws

Corporate By-Laws
Article I
Responsibilities of Officers
Article II
Election Procedures
Article III
Committee Functions
Article IV
Membership Meetings
Article V
Dues & Assessments
Article VI
Fiscal Year
Article VII

Section 1


The President shall preside- at all meetings of the Association and of the Executive Committee, and may request others as specified in Article VII, Section 6 of the Constitution to preside at a particular session or meeting. The President shall appoint all committee chairpersons other than that of the Executive Committee and Nominating Committee (as specified in Article VII, Section 2 of the Constitution) and shall be an ex-office member of all committees except the Nominating Committee and Executive Committee.


Section 2


The Vice Presidents shall perform duties as assigned to them by the President.

Section 3


The Secretary/Treasurer is responsible for the minutes of all business meetings and the handling of Association correspondence. The Secretary/Treasurer shall ensure that notice of all meetings is given to the members, shall assure that all Association accounting records are properly maintained, that all funds are accounted for, that a bank account or bank accounts are held in the name of the Association into which all receipts of Association are deposited (dues, fees, etc.), that all payments of necessary expenses shall be made by check drawn from the aforementioned Association accounts.


Section 1


The Nominating Committee shall administer the election procedures according to the following timetables

Mail the proposed slate of nominees, with a solicitation for additional nominees, to the membership by February 15.

Mail or otherwise deliver this final slate to the membership by March 3 1.

Ballots to be returned in person or postmarked no later than May 15.

Results of the election to be determined by a count of the ballots by June I.

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Section 1


The Executive Committee shall:

Have general charge and control of the affairs, funds and property of the Association.

Meet at least four times during the year (to include teleconference meetings).
Notice of regular meetings will be given by the Secretary/Treasurer at least fifteen (I 5) days prior to the meeting.

Have the power to fill the unexpired term of office for any vacancy which may occur in any elected Executive Committee office by reason of death, resignation or otherwise before said term of office is completed.

Have the power to employ or discharge personnel and enter into contracts for services as it may deem necessary and have the authority to assign the conduct of the routine administrative affairs of the Association to employees and contractors. All contracts exceeding one year in duration which are in excess of thirty percent (30%) of the previous years total income must be ratified by a majority of the professional membership voting-g at a membership meeting (annual or special). Such contracts must be itemized within the Financial Report submitted at the annual meeting by the Secretary/Treasurer clearly specifying the term of the commitment.

Have the power to vote on a matter brought before it may mail or telephone, if a decision must be reached before a quorum can be assembled; however, all members of the committee must be given the opportunity to cast their votes within a reasonable time.

Review and approve the annual plans and budgets of the Association and all additions and/or changes thereto.

Remove for cause, elected officials of the Association, in consort with the Board of Directors. Only elected members of the Executive Committee may take part in this action.


Be subject to removal individually from the Executive Committee by the combined action of the Elected Officers and Directors (as specified in Article IV, Section 2 of the Constitution).
Section 2


This Committee shall consist of three or more members and shall:

Develop membership plans and targets.

Develop membership promotions, campaigns, etc.

Ensure that a process is in place to contact/acknowledge and welcome new members joining AIMC.

Review membership resignations and retirements.

Provide report to Executive Committee on regular basis as to status of membership and changes in membership numbers.

Design, publish and distribute AIMC membership directory.
Section 3


This Committee shall:

Oversee planning and execution of annual conference.

Establish and maintain member education programs as deemed appropriate by the Executive Committee and Corporate Council-

Promote internal consulting as a career option in college and universities.

Approve optional educational requirements contained in certification program.
Section 4


This Committee shall:

Establish and maintain means for members/non-members to contact AIMC.

Establish and maintain a website.

Establish and maintain membership publications as deemed appropriate by the Executive Committee.

Maintain and distribute the AIMC Newsletter and other communications as needed.

Section 5


The Corporate Council consists of one representative from each member organization that has 3 or more professional members (or have contributed the equivalent in dues). The role of the Council is to serve as a “Steering Committee” to the association and to:

Advise Executive Committee, Board and AIMC members on issues of importance to corporate organizations and internal consulting organizations.

Share internal consulting issues, practices and values with other members-

Ensure timely input to AIMC plans, directions, educational offerings and priorities.

Identify needs and sponsor benchmarking and other studies in the area of internal consulting on behalf of AIMC.

Provide additional/frequent networking opportunities for member organizations.

Host “networking and current issues” seminars where additional representatives of corporate council member organizations can meet and network (separate from annual conference).
Section 6



This Committee shall:

The advisory to the President, Executive Committee, Board of Directors and Membership on all matters including violations relating to the Constitution and ByLaws of the Association and any questions relating to the ethical practices of the Association or individuals or groups of members of the Association.

Provide an interpretation of the meaning and/or intent of the Constitution and ByLaws.
Recommend revisions to the Constitution and ByLaws as prescribed in Article XIII of the Constitution.

As appropriate, advise the President, Executive Committee, Board of Directors and Membership, in that order, of any violations of the Constitution and ByLaws of the AIMC.

Establish and maintain certification program for internal consultants.

Maintain Code(s) of Ethics for Internal. Consultants (Professional Members) and External Consultants (Associate Members) of the association.
Section 7


This committee shall administer the election procedure for Officers and Board Members in accordance with Article H in the ByLaws.

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Section 1


Written notice of the annual meeting shall be sent to all members at least forty-five (45) days prior to the meeting date.

Section 2


Written notice stating the date, time, place and purpose of any special meeting shall be sent to the last know address of each member not less than twenty (20) days nor more than sixty (60) days prior to the date of such meeting. The order of business of special meetings shall follow an agenda authorized by the President to address the topics previously communicated to the membership-at large.

Section 3


Unless specified otherwise in the Constitution and ByLaws at lest ten (10) percent of the Association’s Professional members or fifteen (15) Professional members, whichever is greater, must be present for a quorum. Unless specified otherwise in the Constitution and ByLaws, a majority of the votes represented at such a meeting of the membership shall be necessary to act upon any questions brought before the meeting.

Section 4


A member of AIMC that qualifies under Article VII, Section 6 of these ByLaws, as a “Member in Good Standing” may vote on issues before the body, unless restricted by a specific clause in these Constitution & ByLaws. Any reference in this Constitution & ByLaws that calls for a vote by a member or professional member requires that that member or professional member is in “good standing’, per Article VU, Section 6 of these ByLaws.

Section 5


A Proxy vote is to allow all members the opportunity to have their wishes considered on matters of great importance to the Association, when they are not able to physically sign their wishes in person. Members may assign their vote to any professional member in good standing through a written, signed and dated authorization which must be submitted when the particular vote is cast. A Proxy is for one issue per authorization; no bet proxies will be permitted. For purposes of determining a quorum, members voting by Proxy will be considered present at any meeting at which the issue authorized by the Proxy is brought up for a vote.

Section 6


The current edition of Roberts Rules of Order shall govern all meetings of the Association, of the Board, and of all Committees on any point not covered in the Constitution and ByLaws of the Association.

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Section 1



The annual dues shall be payable on an annual basis. Changes in dues level will be through a recommendation by the Executive Committee to the Board of Directors at a meeting of the Board or by mail ballot. Approval will be by a majority of votes cast.

Section 2


Assessments for the annual and other special meetings will be established by action of the Executive Committee.

Section 3


Notification for payment of dues is made on an annual basis. Members who have not paid their dues within three months of their dues notification date will receive a second notice from the Executive Secretary. If their dues are not paid by the end of the fifth month, their names will turned over to the membership chairperson who will make contact with the member directly. If payment is not made after six months, they win be declared delinquent and their membership, including voting privileges, shall be suspended until such time that it is forfeited or reinstated according to Article VII, Section 9 of these ByLaws.

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Section 1


The fiscal year of the Association shall begin on August 1 and shall end on the following July 31

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Section 1


The Association shall be composed of four (4) classes of membership as follows: Professional, Associate, Student and Honorary members.

Section 2


To become a professional member of the Association, an individual must be engaged as an internal consultant as set forth in Article H, Section 5 of the Constitution, and spend more than 50% of their work time serving clients Within their own organization (of employment). This may also include those individuals who may supervise or manage internal consultant(s).

Section 3


Section 4


Student membership is available to someone who is actively working on a degree and working less than 25 hours/week.

Section 5


Honorary membership is reserved to recognize individuals who have performed extraordinary service for the Association as signified by a majority vote of the entire professional membership voting at a meeting of the membership. Such vote may be in person, by mail or proxy. Non AIMC members elected to the Board of Directors will automatically become Honorary Members for their term of office. Such Honorary membership will not change the status for voting rights or eligibility for elective office beyond the status that existed for that person before being named an Honorary Member.

Section 6


A member shall be considered a member in good standing and eligible to exercise all rights and privileges of the membership class when:

A. Dues are fully paid or less than 3 months past due

B. The member is not in an action for termination for cause (Section 9)

Section 7


It shall be the responsibility of professional members to notify the Executive Secretary of retirement or change in job status that would affect their membership status and eligibility to hold office.  It will be the responsibility of the Executive Secretary to maintain a record of any membership change.

Section 8


Application for membership shall be made in writing or electronically.

Section 9


Membership shall be terminated by death, withdrawal or for cause by action of the Executive Committee. The Executive Committee shall state the charges for the action of termination for cause – which can be nonpayment of dues or other fees, violation of @s Constitution and ByLaws, or severe breach of ethics – in a communication to the Board before the member is notified of the action. (See Code of Ethics in Section I 1). Notice of such suspension or termination shall be made in-writing to the member.

Section 10


In response to a request in writing, a former member who had been suspended or terminated for cause other than non-payment of dues may be reinstated by a two-thirds(2/3) vote of the Executive Committee present. Any former member, in good standing, who had voluntarily resigned, may be reinstated by the Membership Committee. Any former member in good standing who had been suspended or terminated for non-payment of dues may be reinstated by the Membership Committee, provided any indebtedness to the Association is paid in full beforehand.

Section 11


All actions relating to membership, appointments and/or nominations shall be based solely on the individual’s qualifications, with adherence to the principles of equality of opportunity and to all applicable non-discrimination laws.

Section 12


Both Professional and Associate members of the Association (internal and external consultants), agree to be guided by the Code of Ethics provided below.

The Code of Ethics consists of the following points:


I will serve my clients with integrity, competence, and objectivity.

I will keep client information and records of client engagements confidential and will not use confidential client information only with the client’s permission.

I will not take advantage of confidential client information for myself of anyone else.

I will accept only engagements for which I am qualified by my experience and competence.

I will assign staff to client engagements in accordance with their experience, knowledge, and expertise.

I will immediately acknowledge any influence on my objectivity to my clients and will offer to withdraw from or properly realign my responsibilities in a consulting engagement when my objectivity or integrity may be impaired.

If my company has a policy of charging for internal consulting services, within the parameters of that policy, I will agree independently and in advance to charge fees and expenses that are reasonable, legitimate, and commensurate with the services I deliver and the responsibility I accept.

I will disclose to my clients in advance and fees, commissions or discounts that our company will receive for equipment, supplies or services recommend to my clients.

I will respect the intellectual property rights of my clients, outside companies/consulting firms, and sole practitioners and will not use proprietary information or methodologies without permission.

I will not offer my services in a deceptive manner and will not misrepresent the internal or external consulting profession.

I will report violations of this Code of Ethics to an appropriate individual/manager in my organization (or the Association).

In addition to the above Code, external consultant (Associate) members or members of the Board of Directors of the Association agree to guided by the following 4 additional points:


I will not allow conflicts of interest which provide a competitive advantage to one client through my use of confidential information -from another client who is a direct competitor without that competitor’s permission.

I will not use the Association directory or mailing list to send material concerning my organization’s products or services without the prior consent of the individual member.

I will not use the Association directory or mailing list to send “blanket” notices of conferences, seminars or training classes offered by my organization (or one I may represent) without the prior written consent of the Executive Committee of the Association.

1 will not use the Association directory or mailing list to conduct “blanket” survey’s (e.g., benchmarking survey’s, salary survey’s, etc.) of the Associations members without the prior written consent of the Executive Committee of the Association.

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