By-Laws

International Field Directors and Technologies Conference

Bylaws

ARTICLE I – NAME AND LOCATION

Section 1.1 The name of the organization shall be International Field Directors & Technologies Conference (IFD&TC).

ARTICLE II – PURPOSES

Section 2.1 The International Field Directors & Technologies Conference is organized exclusively for charitable, scientific and educational purposes, more specifically to provide an opportunity for survey research personnel to meet and openly share information on all aspects of survey data collection and survey operation management at an annual conference. This would include, but not be limited to, operations, technologies, sampling, and data analysis.

Section 2.2 The IFD&TC is organized exclusively for educational and scientific purposes. The IFD&TC shall not be operated for the primary purpose of carrying on a trade or business for profit.

Section 2.3 Annual Meeting

2.3.1 Purpose of the Annual Meeting
The intent of the IFD&TC is to provide a forum for informal communication of a type not usually available in professional conventions or through professional journals between field director, field technology, and survey management personnel. The sessions shall focus on exchanging information, practices, and opinions on relevant subjects of common interest, including current issues and challenges. These may include work in progress or recently completed. Finished papers ready for publication, public distribution, or production in official formal proceedings are not required.
It is also the intent of the IFD&TC to arrange an annual conference program that includes opportunities for separate sessions on the more specialized interests of its members, specifically on: 1) field direction, supervision, and management; and 2) the technological aspects of survey data collection. The conference program shall also have sessions on topics of common, shared, and mutual interest.

2.3.2 Dates, Location, and Notice of Annual Meeting
Each annual business meeting shall provide active members with an opportunity to express their general preference on the location and timing of future conferences, additional sanctioned events, and related activities. The Governing Board shall choose the place and date of each future conference/sanctioned event sufficiently in advance to obtain suitable accommodations, while adhering as much as possible to member preference. Historically, the annual conference has been aligned with the American Association for Public Opinion Research Annual Conference in order to provide added IFD&TC participant benefits. Traditionally, it has been scheduled to start on a Sunday afternoon and end mid-day on the following Wednesday.

2.3.3 Conference Size
The IFD&TC plans to have a relatively small and homogeneous membership. Restrictions on membership and attendance are intended to foster intensive interaction and an informal, collegial atmosphere.
In order to limit overall conference attendance, and to assure representation from a greater number of organizations, the recommended maximum number of registrants from any organization is sixteen with a recommended maximum total of 250 registrants. For organizations sending more than one representative to the conference, it is recommended that at least half participate in the program. Conference program participation may include: program or site chair, session chair or discussant, presenter, discussion leader, panelist, and such other responsibilities as established by the Bylaws.
The IFD&TC Board of Directors, acting in the best interest of the IFD&TC, may deviate from attendance limits for any given conference.

2.3.4 Invited Participants
Persons from organizations not eligible for IFD&TC attendance may be invited to attend by the IFD&TC Board of Directors when deemed in the best interest of the IFD&TC.

2.3.5 Conference Fees
The conference registration fees shall be set by the Board of Directors and shall reflect only: a) direct conference costs; b) group meal functions at the conference; c) mailing and office expenses of planning and announcing a conference and of maintaining a mailing list; and d) any other function established by the Bylaws.
Registration costs are reduced to one-half for emeritus members.

ARTICLE III – MEMBERSHIP

Section 3.1 The active membership of the IFD&TC during a conference shall consist of all those eligible persons who registered for and are in attendance at that conference. The active membership between conferences of the IFD&TC shall consist of all those eligible persons who attended the most recent annual conference, plus any others already registered for the next conference.

Section 3.2 Membership of the IFD&TC is open to persons involved in survey research and/or those who have responsibility for field direction, technological aspects, or management of survey data collection, and who are associated with academic institutions, government agencies, or other nonprofit organizations. For the purposes of these Bylaws, the ‘field’ shall not be construed to exclusively designate in-person interviewing, but may also include other modes of survey data collection, including, but not limited to, telephone, mail, and internet.

Section 3.3 Membership is open to eligible persons from all nations.

Section 3.4 Continued membership is allowed if a person who has been an IFD&TC attendee for at least five (5) years leaves an eligible organization (typically because of retirement) and does not become a fulltime employee of an ineligible organization.

Section 3.5 Emeritus status is granted by the Board of Directors upon request of an eligible member.

Section 3.6 Members are provided with the opportunity to vote on issues submitted by the Board of Directors, but must be in attendance at the annual business meeting to be accorded the benefit of voting.

Section 3.7 A contact list consisting of a minimum of all eligible individuals who have attended either of the two most recent annual conferences of the IFD&TC will be maintained.

ARTICLE IV – BOARD OF DIRECTORS

Section 4.1 Powers & Duties

4.1.1 General Powers and Compensation
The business and affairs of the IFD&TC shall be conducted under the direction of its Board of Directors, and the control and disposal of the IFD&TC’s funds shall also be vested in its Board of Directors, except as otherwise provided in the nonprofit law of the Commonwealth of Virginia, the IFD&TC’s Articles of IFD&TC (Charter), or these Bylaws. The Board is responsible for overall policy and direction of the IFD&TC. The Board receives no compensation other than reasonable expenses.

4.1.2 Duties
The Board of Directors is charged with (2) two primary duties: the Duty of Care and the Duty of Loyalty.
Duty of Care requires board members to act (1) in good faith; (2) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (3) in a manner the director reasonably believes to be in the best interests of the IFD&TC.
Duty of Loyalty requires board members to pursue the IFD&TC’s best interest. The Duty of Loyalty prohibits a director from engaging in self-dealing unless there is full disclosure to the board and the transaction is clearly in the IFD&TC’s best interest.

4.2 Number, Election, Term, and Qualifications

4.2.1 Number
The officers of the IFD&TC shall consist of a total of ten (10) members of the Board of Directors: Two (2) site chairpersons, two (2) registrars, two (2) program chairpersons for field directors’ interests, two (2) program chairpersons for field technologies’ interests, and two (2) treasurers. Terms of service for all Board of Directors positions shall be staggered to ensure a sustainable training and succession model is in place.

4.2.2 Election
The members of the Board of Directors shall be elected by a majority vote of the active members in attendance at the Annual Business Meeting held as part of the Annual Conference. Whenever possible, the in-coming program chairs should be from an organization of comparable size of the outgoing program chairs (with the goal of having representation among the two chairs of the small/medium and large organizations).
Membership numbers and composition may be amended as specified in Article XIII.
This shall apply to both field directors and field technologies appointments.

4.2.3 Terms and Term Limits
Each program chairperson (field director or field technology) member shall be elected as the first item of business at the annual business meeting by a majority of business meeting attendees to serve a two (2) year term. Elections are staggered to so that one person from each pair of offices is elected each year. The term is renewable with no limit on consecutive terms.
The term of office of the site chairperson, the treasurer and the registrar/secretary shall be four (4) years. The term is renewable with no limit on consecutive terms. Elections are staggered so that one person from each pair of offices is elected every four years or as needed.
When a vacancy on the Board of Directors exists, nominations for new members may be received from present Board of Directors members or any IFD&TC member in attendance at the annual business meeting. They may also be announced in advance to the membership. Vacancies will be filled at the annual business meeting.
No person shall hold more than one position on the Board of Directors.

4.2.4 Qualifications
To be eligible to stand for election as an officer of IFD&TC, a member must (a) meet the qualifications of membership, and (b) be nominated and have accepted the nomination at the annual Business Meeting.

4.2.5 Resignation, Termination, and Absences
An incumbent who is elected to another position on the Board of Directors, upon election shall resign his or her former position.
Any Board of Director member may resign at any time by submitting a written notice to the Board of Directors members. In the event that any officer is unable to complete his or her full term, a replacement may be chosen by a majority vote of the IFD&TC Board of Directors.
A Board of Directors member may be removed for reasons, such as absence or performance, by a two-thirds vote of the remaining Directors.
Any Board of Directors member may be removed, either with or without cause, by the vote, of at least two-thirds of the members present at any annual meeting.
The Board of Directors may receive nominations or nominate an interim replacement to serve out the term of a Board member who has resigned or been terminated, as long as the nominee fulfills eligibility requirements. A Director elected to fill a vacancy due to resignation or termination shall be elected for the unexpired term of the predecessor. Vacancies may be filled at any time by the affirmative vote of a majority of the remaining directors then in office, even if it is less than a quorum.

4.3 Attendance

4.3.1 In order to uphold the Duty of Care, it is expected that Board members attend all regularly scheduled board meetings.

4.3.2 A Board of Directors member who misses three consecutive meetings without notice, shall be deemed to have resigned. The Board of Directors may choose to appoint an interim officer for the remainder of the term, as detailed above in 4.2.5. The minutes should note any absences.

4.4 Board Development

4.4.1 To ensure that prospective board members are fully prepared to assume their duties, Board of Directors members shall receive copies of the following materials:
(1) the Articles of IFD&TC,
(2) the Bylaws,
(3) the most recent annual report,
(4) financial statements including the budget and tax filings of form 990,
(5) a list of current board members with complete contact information and committee designations.

4.4.2 Each year the newly elected program chairs shall assist the second-year chairpersons, who shall be primarily and jointly responsible for planning the following year’s conference.
It is the responsibility of incumbent site coordinators, registration coordinators, and treasurers to train the newly-elected individuals to ensure smooth transition at the time of future election or replacement.

4.5 Board Meetings
In addition to the Annual Meeting, the Board shall meet at least once a year.

4.6 Quorum and Board Voting

4.6.1 Meeting quorum
A quorum exists if 2/3 of the members of the board are present for a meeting.

4.6.2 Voting
Each member of the Board shall have (1) one vote. An action may be passed by the Board at a meeting through an affirmative vote by the majority of those present.

ARTICLE V – OFFICERS AND DUTIES

5.1 Number and qualifications
The officers of the IFD&TC shall consist of two site chairpersons, two registrar/secretaries, two program chairpersons for field directors’ interests, two program chairpersons for field technologies interests, and two treasurers. These officers shall constitute the IFD&TC Board of Directors.
The Board of Directors may operate as a group of equals or may select one of their members as General Chairperson. All decisions of the Board of Directors (other than replacement of officers unable to complete their terms and conference arrangements) shall be by consensus. Failing consensus, decisions shall be deferred to the next annual business meeting.

5.2 Authority and Duties of Officers

5.2.1 Site Chairpersons
The two site chairpersons conduct site research and suggest locations for the annual conference. The site chairpersons are responsible for coordinating the selection of conference sites and serving as the primary points-of-contact with conference site staff, and ensuring appropriate conference support.

5.2.2 Registrars
The two registrars plan for and handle both advance and onsite registration for the annual conference.
The registrar are responsible for all conference registration activities and performing all administrative functions of the Board of Directors.

5.2.3 Recording Secretary
Unless otherwise decided by the Board of Directors on an ad hoc basis, the Registrars shall ensure that proper notice is given for meetings, and is responsible for recording and distributing minutes of meetings. In the absence of a Registrar, the Board of Directors shall appoint a person to act as Secretary at a particular meeting by consensus.

5.2.4 Program Chairpersons
Two program chairpersons for field directors’ interests work with program chairpersons for field technologies interests to create a program for the annual conference.

5.2.5 Treasurers
The two treasurers shall oversee the receipt and disbursement of IFD&TC funds. The Treasurers shall report the status of the organization funds to the membership at the business meeting of the annual conference and file all necessary papers and forms for the organizations required by law.
The Treasurers shall be responsible for submitting the annual financial report for approval by the Board of Directors. The financial report shall be presented for discussion at the meeting prior to the annual meeting. The financial report shall be approved at the annual meeting.
At the end of the term the Treasurer shall deliver to the successor all books, monies, and other property of the IFD&TC then in his or her possession.

ARTICLE VI – COMMITTEES OF THE BOARD

6.1 Finance Committee
The two treasurers co-chair the Finance Committee, which additionally includes three other Board of Directors members. The three other Board of Director members include the senior Registrar, the senior Site Person, and one senior member of the program committee, appointed by a majority vote of the Board of Directors.
The Board of Directors must approve an annual budget. The Finance Committee is responsible for developing and reviewing fiscal procedures on a quarterly basis with staff and other Board of Directors members. Any major change in the budget must be approved by the Board of Directors. The fiscal year shall be defined as specified in Section 11.1. Annual reports are required to be submitted to the Board of Directors showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.

6.2 The Board of Directors may create ad-hoc and standing committees as needed, such as fundraising, bylaws, etc, in addition to ad-hoc officers. The Board of Directors appoints all committee chairs through a consensus vote.
These additional ad-hoc officers and subcommittees shall be appointed with an explicit charge and established duration by the Board of Directors and must report to the Board of Directors regularly on their activities.

ARTICLE VII – ADVISORY COUNCIL AND CONSULTANTS

7.1 An Advisory Council and consultants may be appointed at the discretion of the Board of Directors to offer special expertise in the business, legal, or technical aspects associated with survey research. Neither the Advisory Council nor consultants have governing authority but may represent interested parties who have demonstrated expertise or knowledge of the community. Once established, and Advisory Council shall meet at least once per year. Otherwise, Advisory Council members or consultants may be available for consultation on an individual basis.

ARTICLE VIII – INDEMNITY OF OFFICERS AND DIRECTORS

8.1 Each person now or hereafter a director or officer of the IFD&TC (and his or her heirs, executors and administrators) shall be indemnified by the IFD&TC to the fullest extent permitted by the laws of the Commonwealth of Virginia (See Va. Code Ann. § 13.1-702) against all claims, liabilities, judgments, settlements, costs and expenses, including all attorney’s fees, imposed upon or reasonably incurred by him or her in connection with or resulting from any action, suit, proceeding or claim to which he or she is or may be made a party by reason of his or her being or having been a director or officer of the IFD&TC (whether or not he or she is a director or officer at the time such costs or expenses are incurred or imposed upon him or her), except in relation to matters as to which he or she shall have been finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duties as such director or officer.

8.2 Under Va. Code Ann. §13.1-697, the IFD&TC has the authority to indemnify an officer or director if 1) he or she conducted himself in good faith, and 2) he or she believed in the case of conduct in his or her official capacity with the IFD&TC, that his or her conduct was in its best interests; and in all other cases, that his or her conduct was at least not opposed to its best interests; and in the case of any criminal proceeding, he or she had no reasonable cause to believe his conduct was unlawful.
If the determination as to whether a director or officer was guilty of gross negligence or willful misconduct is to be made by the Board, it may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any rights to which an officer or director may be entitled by any bylaw, agreement, vote of members, or otherwise. The IFD&TC shall have the authority to purchase suitable policies of indemnification insurance on behalf of its officers, directors, or agents, the premiums for which may be paid out of the assets of the IFD&TC.

ARTICLE IX – CONFLICTS OF INTEREST

9.1 Conflict Defined
A conflict of interest exists when the interests or activities of any director, officer or staff member may be seen as competing with the interests or activities of the IFD&TC; or the director, officer, or staff member derives a financial or other material gain as a result of a direct or indirect relationship.

9.2 Disclosure
Any conflict of interest shall be disclosed to the Board of Directors by the person who has the conflict. When the conflict relates to a matter requiring action by the Board of Directors, that person shall not participate in the discussion nor vote on the matter, but their presence may be counted if it is necessary in order to achieve the quorum.

ARTICLE X – ACCOUNT BOOKS AND MINUTES

10.1 The IFD&TC shall keep correct and complete books and records of account and financial statements and shall also keep minutes of the proceedings of its Board of Directors and Committees. All books and records of the IFD&TC may be inspected by any director or his or her accredited agent or attorney, for any proper purpose at any reasonable time. The minutes will be entrusted to the Registrars and will be posted on the IFD&TC website.

ARTICLE XI – FISCAL YEAR AND AUDIT

11.1 The fiscal year of the IFD&TC shall be July 1 through June 30, inclusive. After the close of each fiscal year of the IFD&TC, financial transactions of the IFD&TC for the preceding fiscal year shall be reviewed by certified public accountants, if directed by the Board of Directors, and a report of the review shall be made to the Board of Directors within ninety days after the close of the fiscal year.

ARTICLE XII – LOANS TO DIRECTORS AND OFFICERS

12.1 The law of the Commonwealth of Virginia prohibits any loans or advances, other than customary travel advances, to be made by the IFD&TC to any of its directors or officers.

ARTICLE XIII – AMENDMENT TO BYLAWS

13.1 These Bylaws may be amended when necessary by a two-thirds majority of the IFD&TC membership present at the business meeting. There must be at least 10 percent of conference attendees present at the business meeting to constitute a quorum. Proposed changes to the Bylaws must be made available electronically (for example, e-mail, Web) to all eligible active members at least one month prior to the annual business meeting. This requirement was waived in 2015 to propose and vote on adding Section 14.1 below to be in accordance with the IRS requirements for 501c3 exemptions.

ARTICLE XIV – DISSOLVEMENT

14.1. The International Field Directors & Technologies Conference is organized exclusively for charitable, scientific and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

These Bylaws were approved at a meeting of the IFD&TC Board of Directors on April 14, 2011.