Bylaws

ARTICLE I - NAME

The name of the corporation shall be the International Economic Development Council, hereinafter referred to as the COUNCIL.

ARTICLE II - OBJECTIVES AND PURPOSE

The objectives of the Council are to:
1. Drive a bold vision for the evolving profession.
2. Be the clear voice on economic development.
3. Cultivate inclusivity and engage a global community of economic development professionals
4. Be the premier professional association for economic development.
5. Lead the future of economic development as an essential, valued profession that fosters inclusive prosperity throughout the world.
Purpose
1. The Council shall be conducted in all respects as an “Exempt Organization” within the meaning of Section 501(c)(3).
2. The Council’s purpose shall be scientific, educational, charitable and for the public benefit, and no part of the income or assets of the Council shall inure to the benefit of any member, director, or employee of the Council or any other private individual, provided, however, that nothing herein shall prohibit the payment of reasonable compensation or reimbursement for expenditures to a member, director or employee of the Council for services rendered to the Council.
3. The activities of the Council shall be those authorized by the Articles of Incorporation and necessary to carry out the lawful purposes and objectives of the Council as specified in the Articles of Incorporation and herein. Notwithstanding any other provision of these Bylaws, the Council shall not take any action or carry out any activities not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they hereinafter may be amended.

ARTICLE III – MEMBERSHIP

Classes of Members
1. Active Member: Membership in the Council shall be open to organizations and individuals engaged with economic and community development, in accordance with specifications of the Board of Directors. Active membership embraces all membership privileges, including but not limited to the power to amend these Bylaws as hereinafter provided.
2. Fellow Member of the Council Status: A Fellow Member of the International Economic Development Council shall be entitled to use this honorific with the IEDC as long as membership in the Council is maintained.
3. Honorary Life Member Status: Honorary Life Members of the International Economic Development Council shall be entitled to use this honorific for the lifetime of the recipient. Upon retirement from the profession, Honorary Life Members receive complimentary membership and special conference rates.

Resignation, Suspension, Termination, and Expulsion
1. A member may resign membership in good standing by written communication to the President. Resignation shall not relieve the member resigning of the obligation to pay the full annual dues, other assessments, or other charges theretofore accrued and unpaid as of the date of resignation.
2. A member is automatically expelled without action of the Board of Directors for failure to pay applicable dues or failure to meet the eligibility requirements for membership. The Council will provide notice of automatic expulsion but expulsion is not contingent upon notice.
3. A member may be suspended or expelled from membership in the Council for adequate reason, by a majority vote of the Governance Committee , provided that the member is given written notice of the proposed action at least thirty (30) days prior to such meeting and that the notice informs the member charged of the nature of the charges preferred and of the right to contest the charges in writing or in person. A member will be given final written notice of the decision of the Governance Committee. For purposes of this provision, adequate explanation for suspension or expulsion may include a finding, issued by the Committee on Professional Conduct or the Governance Committee, pursuant to policies and procedures as adopted from time to time by the Board of Directors for enforcement of the Code of Ethics and published to the members, that one or more individuals then or formerly employed by the member have violated the Code of Ethics.
4. A member who is an individual may be suspended or expelled from membership in the Council for violation of the Code of Ethics by the Committee on Professional Conduct or the Governance Committee, pursuant to policies and procedures as adopted from time to time by the Board of Directors for enforcement of the Code of Ethics and published to the members.
5. A suspension, as provided for in section 3, may be for any period of time up to eighteen (18) months. At the expiration of the period of suspension, the suspended member will be automatically reinstated to the original class of membership if dues and other indebtedness to the Council have been regularly paid during the suspension and, in the case of a suspension for violation of the Code of Ethics by the member or a member's employees, satisfaction of such other conditions as have been imposed in accordance with policies and procedures for enforcement of the Code of Ethics as adopted from time to time by the Board of Directors.
6. Reinstatement to membership of an expelled member shall be at the discretion of the Governance Committee.

ARTICLE IV – DUES

Dues for all classes of membership shall be established by the Board of Directors.
Dues shall be paid in U.S. dollars or their equivalent with the filing of an application for membership and thereafter in the manner and at the time established by the Board of Directors.
No dues shall be refunded to any member whose membership terminates for any reason.

ARTICLE V - MEMBERSHIP MEETINGS

Annual Meeting
The annual meeting of the members shall be held at such time and place as the Governance Committee may set, for the purpose of transacting such business as may properly come before the meeting. The organization’s Annual Conference, held each fall, serves the purpose of the annual meeting.
1. Notice
  Notice of time, place and purposes of the annual meeting shall be given in writing to all members of the Council at least 30 days, but no more than 60 days prior to the date of the meeting.

ARTICLE VI - BOARD OF DIRECTORS

Directors
The governing body is the Board of Directors, which has the authority and is responsible for governance of IEDC. The Board establishes policy and monitors implementation of policy by IEDC’s staff under the direction of the President & CEO.
Composition
The business and property of the Council shall be managed and controlled by a Board of Directors. The Board shall consist of:
1. Not more than fifty-five (55) individuals elected pursuant to section 4 of this Article, who shall be voting members of the Board.
2. A minimum of 40%, with a goal of 50%, of the Board of Directors shall hold at least one of the following: the Certified Economic Developer (CEcD), Entrepreneurship Development Professional (EDP), or Fellow Member.
3. The President shall serve as ex-officio and non-voting members of the Board.

Qualifications
Directors must be members of the Council and a majority of the Directors must be members who represent public economic development agencies or non-profit economic development organizations.
Nominations
The Nominating Committee shall nominate a slate of directors for election at the annual meeting of the Board, such slate shall include as many nominees as there are vacancies to be filled as of the annual meeting.
1. The Nominating Committee shall draw from the membership at large. Nominations should assure geographic, ethnic, and gender diversity to reflect the profession as well as future growth opportunities for the organization.
2. Subject to the consecutive terms limit of Article VI.6., the Nominating Committee may re-nominate current directors for further terms, giving consideration to the level of participation, performance, and contributions of any such prospective nominees.
3. At least (30) days prior to the annual meeting the Nominating Committee shall deliver to the Board members its slate of nominees.

Election
The slate of nominees recommended by the Nominating Committee may be elected at the annual meeting of the Board by a majority vote of those Board members present and voting. If a majority of members present and voting fail to vote affirmatively for the slate of nominees, subsequent voting shall be by written ballot. Such ballot shall include the names of all candidates on the Nominating Committee’s slate.
Term of Office
The term of office shall be two years except as otherwise provided in this Article. Any Director may resign at any time by giving written notice to the Board of Directors.
Limitation on Consecutive Terms
Subject to Article VI.3 and except as follows, Directors may serve not more than four (4) cumulative two-year terms. Time served by a Director as an officer of the Council elected pursuant to Article VIII will not count against the limit of four (4) consecutive terms as a Director. A director who has reached his or her term limit may serve another consecutive term or terms, subject to Article VI.3., if also serving as an appointed officer of the Council pursuant to Article VIII.
Vacancy
Vacancies among Directors are filled for the remainder of the current term by the Board based on nominations by the Nominating Committee.
Meetings
The annual meeting of the Board shall be held in conjunction with the annual meeting of the members at a time and place designated by the Governance Committee. The Board shall meet at such other times as it shall determine. However, no meeting shall be held without at least fourteen (14) days notice in writing to all Directors of the date, time and place of the meeting. Attendance by forty percent (40%) of the Directors then in office shall constitute a quorum and, unless a greater proportion is required for a particular act by statute or these Bylaws, the majority vote of the Directors present at any meeting, at which there is a quorum, shall constitute the Act of the Board of Directors. Proxy voting is not permitted.
Chair of the Board
The Chair of the Board shall preside as Chair at meetings of the Board, and in his or her absence, the Vice Chair shall serve as Chair, following a succession of leadership positions as necessary
Ballot
An electronic or other ballots may be used at the discretion of the Governance Committee to conduct business of the Board. The ballot shall state the questions in the form of a motion, and shall be delivered to all Directors. Delivery may be by any service that allows for secure transmission. The Governance Committee may limit the time in which responses must be received but in no case shall such time be less than twelve (12) days from dispersion. Ballots will be valid only if executed by the Director and received within the time limit specified. No act of the Board taken by ballot shall be valid unless at least half of the Directors then in office have approved the action proposed.
Removal from Office
Notwithstanding the provisions of paragraph 5 of Article VI, any director absent from two consecutive regularly scheduled meetings of the Board of Directors or more than 4 missed meetings during a Board term without a pre-approved excuse may be recommended for removal from office prior to the end of their term by the Nominating Committee, who reviews attendance as part of their duties. The director will be notified and be given an opportunity to respond prior to any action that is taken. For purposes of applying this paragraph, if more than one meeting of the Board is held at the Annual Conference, attendance at one shall constitute attendance at all such meetings, and absence from only one regularly scheduled meeting.

Compensation
Directors do not receive compensation for their service as Directors but may be reimbursed for expenses if requested by the Board Chair and President to travel to represent the organization.
Fund Balance
The board shall strive to maintain a fund balance of cash assets, CD or treasury bills equal to six months operating budget of non-grant funded activities.

ARTICLE VII - COMMITTEES

Governance Committee
1. There shall be a Governance Committee of the Board of Directors which shall be responsible for coordinating the work of the Board and of any standing committees that the Board establishes; for developing the Board in terms of its composition and its members’ governing skills; for maintaining the Board-President/CEO partnership; for hearing appeals of ethical violation findings and determining sanctions, up to and including suspension and expulsion, pursuant to policies and procedures as adopted from time to time by the Board of Directors for enforcement of the Code of Ethics and published to the members; and for carrying out other duties as prescribed for it in the Bylaws and by Board resolution.
2. The Governance Committee shall be empowered to act on behalf of the full Board of Directors in circumstances where expediency is necessary, and it is not practical to convene or poll the full Board of Directors.
3. The Governance Committee shall consist of the Board Chair (who shall chair the Governance Committee), the Vice Chair, the Secretary/Treasurer, the chairs of the Board’s other standing committees, with the exception of the Audit and Nominating Committees, the Immediate Past Chair, and the President and CEO as a non-voting ex-officio member.

Nominating Committee
The Council shall have a Nominating Committee comprised of three (3) individuals, each of whom shall be a past chair of the organization or a predecessor. The members shall be appointed by the Chair, subject to approval by the Board, in advance of the annual meeting to nominate Directors, Officers and the Chairs of the Standing Committees for election at the annual meeting.
Audit Committee
1. The Audit Committee shall be comprised of three (3) members of the Board. The Chair of the Board shall ahead of new fiscal year, subject to approval by the Board, appoint the committee members and designate one to serve as chair of the Audit Committee. Members of the Governance Committee are precluded from serving on the Audit Committee.
2. Classes and terms
  The members of the Audit Committee shall be divided into three classes, which are designated as Class A, Class B and Class C. Each class shall serve for a term of three years, with the respective terms of the Classes to expire serially over a three-year cycle. At each Annual Meeting after the initial classification of members, a committee member to replace the member whose Class’s term expires at such Annual Meeting shall be appointed to serve on the committee until the third succeeding Annual Meeting of the Board.
3. Vacancies
  In the event that a vacancy occurs on any Standing Committee, the Chair of the Board, subject to approval of the Board, shall appoint an eligible Director to serve the remaining term of the Class in which the vacancy occurred.
4. Meetings
  Meetings shall be held at such times and places as may be determined by the Chair, or the Chair of the Audit Committee.
5. Purpose
  To review any and all issues relating to the annual audit and the auditing and compliance practices of the organization.
6. Duties
  The committee shall monitor the fiscal management of the Council. The duties of the committee shall include the following:
  1. Overview the process of selecting auditors to conduct the annual audit.
  2. Review year-end financial statements, audited and unaudited.
  3. Review the auditor's report on internal accounting controls and the management letter; evaluate findings and recommendations.
  4. Review and evaluate on a continuing basis the fiscal policies and standard operating procedures of the Council.
  5. Make recommendations to the Board on the audit and auditing practices.
  6. Perform such other duties as may be prescribed from time to time by the Chair.

Committee on Professional Conduct
1. There shall be a Committee on Professional Conduct which shall be responsible for reviewing and investigating complaints of ethical violations by members who are individuals and individuals employed by members that are entities, and for determining sanctions, if any, if the allegations are proved, pursuant to policies and procedures as adopted from time to time by the Board of Directors for enforcement of the Code of Ethics and published to the members.
2. Composition. The Committee on Professional Conduct shall consist of the Vice Chair, the Immediate Past Chair, a Past Chair who is a Certified Economic Developer, and two Board Members appointed by the current Board Chair, one a representative of the public sector and one a representative of the private sector. At least two members shall be Certified Economic Developers. The Board Vice Chair shall serve as Chair of the Committee on Professional Conduct.
President Evaluation Committee
There shall be an Evaluation Committee for the purpose of reviewing and assessing the President’s annual performance. The Executive Committee (Chair, Vice Chair and Secretary/Treasurer) shall serve as the Evaluation Committee.
Board Standing Committees
1. The Board of Directors may establish standing committees that are not otherwise enumerated in these Bylaws as it deems necessary to assist in carrying out its governing responsibilities. Such standing committees shall be recommended by the Board’s Governance Committee and shall be established by passage of a resolution by a simple majority of the Board.
2. Composition and Terms. Board standing committees shall consist only of Board members, and the Board Chair shall assign Board members to the standing committees. The chairs of any standing committees established by the Board shall be nominated by the Nominating Committee and elected by the Board and shall sit on the Board Governance Committee during their term as chair. A Board standing committee may not exercise the powers of the Board with respect to the management of the affairs of IEDC and can take action on behalf of the full Board only as explicitly specified in these Bylaws and in formal standing committee guidelines adopted by the Board of Directors by formal resolution.
Ad Hoc and Advisory Committees
1. The Chair of the Board may establish other Committees as necessary to accomplish specialized activities. Both the Chair, and Vice Chair are appointed by the Chair. The term of each Ad Hoc or Advisory committee shall expire no later than the next regular election of directors. Ad Hoc and Advisory Committees may not exercise the powers of the full Board of Directors.
2. Participation
  Participation of a member of a committee or subcommittee includes virtual, telephone or in-person as scheduled. Participation in a meeting pursuant to this section shall constitute presence in person at such meetings.

ARTICLE VIII - OFFICERS

Title
The Officers of the Council shall be a Chair of the Board, a Vice Chair of the Board, and a Secretary- Treasurer.

Qualifications.
Officers of the Council shall be incumbent members of the Board of Directors and should have served on the Board for at least two years.
Selection and Nominations. The names of the members of the nominating committee appointed pursuant to Article VII, section 2 of these Bylaws shall be sent to the membership of the board at least 120 days prior to the annual meeting. The nominating committee shall nominate a slate of officers for election at the board meeting in conjunction with the annual conference. At least thirty (30) days prior to the annual meeting the nominating committee shall send to the membership of the board its slate of nominees.
Term of Office and Consecutive Term Limitation. The term of office shall be one year. No director may be nominated for or serve more than two consecutive terms in the same office.
1. In the event a vacancy occurs, the Board of Directors shall elect a Director to complete the term of office from a nomination to be submitted by the Nominating Committee, provided such nomination and election is consistent with the intent of Article VIII, paragraph 2.
2. The powers and duties of the officers shall be those prescribed by these Bylaws, those customarily incident to the office, and those which the Board of Directors shall from time to time prescribe.

ARTICLE IX - STAFF

President
The Board of Directors shall appoint a President who is the chief executive officer and hereby authorized to manage the business and operations of the Council in accordance with policy established by the Board of Directors. Such authorization shall include but not be limited to the power to sign grants and contracts on behalf of the Council, to negotiate and accept contracts within the parameters of the approved annual budget, to hire and dismiss employees, consultants and other agents and representatives, to set wages and fringe benefits, and to manage the funds of the Council within the approved annual budget. In addition to such other duties as the Board may from time to time prescribe, the President shall report on the Council’s financial condition to the Board of Directors; prepare reports for submission to the Board of Directors; and to keep accurate minutes of all meetings of the Board of Directors. For signatory purposes, the President shall also carry the title of Assistant Secretary of the Board.
1. Salary. The president shall be compensated at a level to be fixed by the Governance Committee.
2. Bond. The President shall furnish a satisfactory surety bond in an amount to be fixed by the Governance Committee, the premium of which shall be paid out of funds of the Council.
3. Absence. In the absence or disability of the President, the Governance Committee may designate an acting President until such time as the absence or disability is removed or a new President is appointed.

ARTICLE X - FISCAL YEAR

The fiscal year of the Council shall be determined by the Board.

ARTICLE XI - INDEMNIFICATION

To the fullest extent permitted by the Nonstock Corporation Law or any successor provision, any present or former Director or officer of the Council, employee, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified by the Council against all liability, losses, costs, expenses, and counsel fees reasonably and actually paid or incurred in connection with any action, suit, or proceeding to which any such person or his or her legal representative may be made a party by reason of his or her being or having been such a Director or officer, or serving or having served the Council, except in relation to matters as to which he or she shall be found liable for or guilty of willful conflict of interest, criminal acts, self-dealing or willful 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 where such settlement or termination is predicted on the existence of such breach of or failure to perform a duty. In any such proceeding, the Council may advance reasonable expenses as incurred to the individual upon receipt of an affirmation and undertaking. The Council may purchase and maintain insurance to protect itself and any present or former director, officer, employee or agent, arising from the individual’s status as such, against any liability, losses, costs, expenses or fees, whether or not the Council would have the power to indemnify such person under the Nonstock Corporation Law or any successor provision.

ARTICLE XII - DISSOLUTION

In the event of liquidation, dissolution, or other termination of the Council, whether voluntary or involuntary, the assets of the Council remaining after satisfaction of all debts and obligations of the Council shall be distributed pursuant to a plan to be adopted by the Board of Directors and approved by affirmative vote of the members, provided that such distribution shall be made only to one or more organizations which at the time of distribution has qualified as an “Exempt Organization” under Section 501(c)(3) of the Internal Revenue Code as amended. None of the assets, or the proceeds thereof, of the Council shall inure in any way to be of benefit to a member, director, or employee of the Council or any other private individual.

ARTICLE XIII – AMENDMENTS

Board of Directors
Upon at least thirty days prior written notice of the proposed change to the directors then in office, the Board of Directors may make, alter, amend and repeal the Bylaws in whole or in part by a 2/3 vote of those present or a majority of the Directors then in office, whichever is greater; provided that all Bylaws made by the Board of Directors may be altered, amended or repealed by the members of the Council as provided below.
Members
The Board of Directors may make, alter, amend or repeal the Bylaws in whole or in part by a majority vote of members attending the annual meeting provided that proposed changes to the Bylaws must be inserted in the notice of the meeting, or by any other procedure authorized by statute.

Amended and restated by the Board of Directors on April 26, 2001; and further amended by the Board of Directors on January 25, 2003, September 17, 2003, June 26, 2004, October 1, 2005; January 1, 2006, October 22, 2008, January 23, 2011, January 29, 2012, June 11, 2021, September 15, 2024.

Danielle Casey Secretary/Treasurer

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