BYLAWS
OF THE
INTERNATIONAL SOCIETY FOR PERFORMANCE
IMPROVEMENT

Article  I – OBJECTIVE

The INTERNATIONAL SOCIETY FOR PERFORMANCE IMPROVEMENT (hereinafter known as the – “Society” or “ISPI” is incorporated as a nonprofit organization in the state of Texas for the purpose of collecting, developing, and disseminating information concerned with improving human performance. This Society is incorporated in the state of Texas under Charter No. 15281 issued in July 1962 as an organization operated, not for profit, but exclusively for educational and scientific purposes. This Society shall operate as an educational and scientific organization with the tax-exempt status provided in the Internal Revenue Code of 1954 as amended. The first Annual Conference of the Society, held on March 30, 1963, adopted the first Constitution and Bylaws.
Section I. Promotions - This Society shall promote its purpose through meetings of its members for the interchange of knowledge and experience; through the activities of its members; through dissemination of research findings, through publications; through workshops, institutes and conferences; through committee and sub-committee meetings of its chapters and its members; and through such other means as the membership and the ISPI Board of Directors may lawfully authorize.
Section II. Legal Status - This Society shall conduct its activities and undertake to achieve its purpose only by the ways and means consistent to be an educational and scientific organization within the meaning of section 501C (3) in the Internal Revenue Code of 1954 as amended.
Section III. Prohibitions - This Society shall not conduct any of the activities of a business league, or of any of the other types of organizations listed in 501C (6) of the Internal Revenue Code of 1954, as amended, and shall not seek to promote or improve the business or economic status of any of its members or any profession to which any of its members may belong. This Society shall not engage in any activity other than those necessary to carry out its purposes in a manner consistent with the non-profit status requirements of Section 501©3 of the Internal Revenue Code of 1954, as amended, and other related sections of the law.

Article II – MEMBERSHIP

Section I. Eligibility – Membership in the International Society for Performance Improvement shall be open to those interested in the purposes of the Society. An applicant for membership will be deemed a member when the
applicant’s dues are paid. The Society shall not discriminate on the basis of race, sex, creed, age, national origin, veteran status, or handicap.
Section II. Voting Rights – Each member shall be entitled to one vote on each matter submitted to a vote at a meeting of members.

Article III – NOMINATIONS AND ELECTIONS

Section I. Nominating Committee – The President in consultation with the President-elect shall recommend, for
Board of Directors approval, the Nominations Chair and least five to seven additional committee members, who
represent widespread demographic distribution, at least thirty days prior to the pre-conference Board of Directors
meeting.
Section II. Voting – The officer shall be elected by mail ballot by the voting membership using such procedures, as
the Board of Directors shall provide. The nominee receiving the highest number of votes for each office shall be
declared elected.
Section III. Officers – The President and other elected officers of the Society shall assume their responsibilities at
the Annual Business Meeting following their election.

Article IV – CHAPTERS

Section I.. Policy – It is the policy of the Society to encourage and recognize the establishment of chapters and its
members. The Board of Directors shall have the authority to control the establishment, guidance, and termination of
these and shall establish regulations for this purpose. The provisions of the Certificate of Incorporation and the Bylaws shall be equally bonding upon the Society and all of the chapters.

Section II. Achieving Chartered Status – A forming charter gains an ISPI Charter when it satisfies the following
requirements, which shall be documented and on file at the ISPI Headquarters:
a. Three (3) Board members of the chapter are members of ISPI throughout their tenure and at all times the
chapter charter is in effect: These Board positions or equivalents: president, president-elect, and one other
officer. It is recommended that at least 10% of the chapters membership be ISPI members.
b. The chapter has bylaws filed with ISPI Headquarters that have no conflict with the ISPI Bylaws.
Amendments to the chapter bylaws must also be filed with the ISPI Headquarters when they are officially
adopted by the chapter.
c. Appointed/elected chapter officers according to local bylaws shall include a national liaison officer, usually
the President. Lists of these officers must be updated and sent to ISPI Headquarters at least on an annual
basis or as changes occur.
d. Chapters must have a commitment to the mission and vision of ISPI and agree to the terms and conditions
as established in the Letter of Agreement. A signed letter of agreement must be received by ISPI
Headquarters.
e. Terms of a chartered chapter are a maximum two-year time period. All charters will expire and need to be
renewed on June 15 of each odd-numbered year. At that time, new charters will be issued to qualifying
chapters and two-year chartering period will begin again.

Section III. Retaining Charter Status – To retain status as a chartered ISPI chapter, chapters must meet the following
requirements:
a. At all times the chapter must be in compliance with paragraphs A, B, C, and D of Section II, Article IV.
b. Chapters must re-charter by signing a letter of agreement and submitting a list of officers and a copy of
bylaws by June 15 of each odd-numbered year.

Section IV. Achieving Forming Status – To achieve status as a forming ISPI chapter, chapters must meet the
following requirements:
a. Two (2) members of the chapter are members of ISPI throughout their tenure and are acting in the
following chapter capacities; president, one other officer.
b. The chapter must file a state of interest to form with ISPI Headquarters.
c. Appointed/elected chapter officers according to local bylaws shall include a national liaison officer,
usually the president. Lists of these officers must be updated and sent to ISPI Headquarters on at least an
annual basis or as changes occur.
d. Chapters must have a commitment to the mission and vision of ISPI and agree to the terms and conditions
as established in the Letter of Agreement. A signed letter of agreement must be received by ISPI
Headquarters.
e. Terms of a forming chapter is a maximum two-year time period. A forming chapter may renew their
forming agreement for an additional two-year term at which point they must file as a Charter chapter. A
chapter may form at any time, however all charters will expire and need to be renewed on June 15, of each
odd-numbered year. At that time, new charters will be issued to qualifying chapters and the two-year
chartering period will begin again.
f. A chapter may convert from a Forming Chapter to a Chartered Chapter at the next chartering period as
long as the chapter has met all of the requirements and desires to change their status.

Section V. Retaining Forming Status – To retain status as a forming ISPI chapter, chapters must meet the following
requirements:
a. At all times the forming chapter must be in compliance with paragraphs A, B, C, and D of Section IV,

Article IV.

a. Two (2) members of the chapter are members of ISPI throughout their tenure and are acting in
the following chapter capacities: president, one other officer.
b. Forming chapters must re-charter by signing a letter of agreement and submitting a list of officers and a
current statement of interest by June 15, of the next odd-numbered year.
c. A chapter may convert from a Forming Chapter to a Chartered Chapter at the next chartering period as long
as the chapter has met all of the requirements and desires to change their status.

ARTICLE V - CLASSES OF MEMBERSHIP

Section I. Types of Membership and Definition – The types of memberships shall be determined by the ISPI Board of
Directors to best attain the objectives of the Society. The Board shall determine the privileges of the types of
membership and the duration of such privileges. The Board of Directors shall publish such information of types of
membership, attendant privileges, dues and publications. All voting members have the same rights, privileges, and
duties to attend meetings of the Society and its chapters, to vote, to hold office, and to receive the regular publications
of this Society subject to the Bylaws. Active members are those paying the annual Society dues. Student members are
active members who may receive a reduced dues rate. Retired members may receive reduced rates.
Section II. Charter Members 
All members of this Society, whose names appear on the membership role on or before July 1, 1962, shall be deemed charter members of the Society and shall be so recorded in the archives of the Society. They shall remain members for life without payment of dues, and have the same benefits as active members.
Section III. Honorary Life Members
By unanimous decision of two successive ISPI Board of Directors, a Society member may be declared an Honorary Life Member, to recognize outstanding and significant contributions to the field of human performance technology and the Society. Honorary Life Members are not subject to dues, but have the same benefits as active members.
Section IV. Sustaining Members
For additional fees, Sustaining Members receive the same benefits as active members, with additional benefits as determined by the Board of Directors.
Section V. Patron Members
For additional fees, Patron Members receive the same benefits as active members, with additional benefits as determined by the Board of Directors.
Section VI. Delinquency and Expulsion of Members
Any member delinquent in payment of dues shall be dropped from membership provided the member has been notified in writing of his/her delinquency. The Board of Directors may exclude from membership any individual when it deems such action to be in the best interest of the Society.

ARTICLE VI – MEETING OF THE MEMBERS

Section I. Annual Conference
An Annual Conference of the Society may be determined by the Board of Directors. For all persons attending any meeting or conference, there may be a registration fee as fixed by the Board of Directors. Special meetings and joint meetings with related societies shall be subject to the approval of the Board of Directors.
Section II. Quorum
Two thirds of the Board of Directors and forty members of the Society shall constitute a quorum. All actions shall be by a majority vote of the members present.
Section III. Resolutions
Any officer may present a resolution at the Society meeting. Other members will submit resolutions ahead of time to the Board of Directors for their review and placement on the agenda for the meeting. All committee reports and proposals shall be submitted to the Board of Directors for action.

ARTICLE VII – ORGANIZATION

Section I. Authority
The highest authority for deciding the policies and managing the affairs of the Society is the voting membership duly assembled or voting by mail. The membership elects the Board of Directors, resolves policy questions brought to it and may confirm, revise, or repeal the action of the Board of Directors or any officer or employee of the Society.
Section II. Board of Directors – The affairs of this Society shall be managed by a Board of Directors who need not be residents of Texas, but must be members of the Society. The Board of Directors consists of a President, President-Elect, Treasurer and six Directors. The immediate Past-President serves as a voting member of the Board. The Executive Director, a non-voting member of the Board, shall serve as Secretary to the Society. The
Board of Directors shall determine policy and legislate for the Society between meetings of the membership of this Society. The Board of Directors may establish Bylaws and other regulations for the conduct of the work of the Society. The Board of Directors will have the authority over all policies and procedures pertaining to the Certified Performance Technologist program. The Board through its power has delegated all decision regarding the awarding of individual certifications to the CPT Governance Committee, including but not limited to acceptance, rejection of
applications and appeals process.
Section III. Committees and Task Forces
The Board of Directors shall appoint committees or task forces with specific tenure or objectives as needed. All committee members must be members of the Society.

ARTICLE VIII – OFFICERS

Section I. President
The President of ISPI serves as the Chief Elected Officer and Chair of the ISPI Board for a twoyear term. The President assumes the Past-President position for a one-year term at the conclusion of his/her term. The President represents the best interests of the entire membership, the best interests of ISPI, and the best interests of the profession. The President serves in a capacity of leader in motivating other officers, Board members, and staff.
During the President’s term, the President directs the affairs in keeping with goals, objectives, policies, and strategic direction established by the Board of Directors. The President is ISPI’s spokesperson and its motivational leader.
Section II. President-Elect
The President-elect of ISPI serves for a one-year term beginning at the Annual Business Meeting occurring one year before the expiration of the term of the incumbent President. The President-elect assumes the Presidency for a two-year term at the conclusion of his/her term, and a one-year term as Past-President at the end of the Presidential term. The President-elect’s efforts are directed to assuming the presidency and assignments are designed in preparation for that transition. The President-elect serves to provide continuity of programs, goals, objectives, and strategic direction
in keeping with policy established by the Board of Directors.
Section III. Treasurer
The Treasurer shall be nominated by the president and confirmed by a majority vote of the Board of Directors. The Treasurer shall serve as both a Director on the ISPI Board and as the Chief Elected Financial Officer. As a Director, the Treasurer is responsible to help establish and maintain the strategic direction of ISPI. As Financial Officer, the Treasurer is responsible for recommending, updating, and monitoring ISPI financial policies. The Treasurer represents the best interests of the entire membership, especially as it pertains to fiscal responsibility, the financial soundness of ISPI, and the prudent application of funds in keeping with goals, objectives, policies, and strategic direction established by the Board of Directors. In this role, the Treasurer also acts as a member of the Executive committee. The Treasurer is the formal spokesperson to ISPI on financial matters.
Section IV. Director
Each Director on the Board serves as leader in motivating support for established policy, serves to develop new policy, and serves to obtain support for ISPI’s programs. A Director should provide an objective point of view in open discussion on issues affecting the membership and the profession. He or she should thoroughly analyze each problem considered, vote responsibly, and then support those actions adopted by majority vote. Individually, each member of the Board is considered a spokesperson for ISPI and represents the integrity, dedication, and loyalty to established policy.
Section V. Secretary
This position is held by the Executive Director who is a non-voting member of the Board of Directors. The Secretary shall prepare and distribute the minutes of all meetings of the membership and the Board of Directors.
Section VI. Terms
The term of office for the office of President is two years. The term of office for the President-elect, and Immediate Past-President is for one year. The term of Treasurer and Director is for two years. A Director may serve for two successive terms.
Section VII. Vacancies
Any vacancy occurring in the elected Board of Directors shall be filled from the Society membership by the remaining officers for the unexpired term of office.
Section VIII. Quorum for Directors
Two-thirds of the voting officers shall constitute a quorum of the Board of Directors.
Section IX. Board of Directors Meetings
Regular meetings of the Board of Directors shall be no less frequent than six times per year. The President is authorized to schedule the meetings. Telephone conference calls are considered meetings of the Board of Directors.
Section X. Executive Committee
The Executive Committee consists of the Board of Directors’officers: president, president-elect, treasurer, t h e executive director and up to two other members of the Board of Directors who shall be nominated by the president and confirmed by a majority vote of the Board of Directors for a one-year term ending at the at the conclusion of the next Annual Conference of the Society. The Executive Committee acts on behalf of the Board of Directors to respond to short notice, high priority, and/or sensitive issues of high import. The Executive Committee completes the annual performance evaluation of the executive director and may discuss any issues pertaining to the Society and make recommendations to the Board of Directors. Any actions of the Executive Committee will be reported to Board of Directors at the next meeting.

ARTICLE IX – ISPI HEADQUARTERS OFFICE

The Society shall maintain a Headquarters Office for the promotion of the objectives of the Society and its chapters. The Headquarters Office shall be established as such place and with such personnel and facilities as the Board of Directors shall specify. The Board of Directors is authorized to hire an Executive Director to manage the Society. The Executive Director serves as Chief Staff Officer, Chief Executive Officer, and Publisher of the Performance Improvement journal and other official ISPI publications.

ARTICLE X – PUBLICATIONS, DUES AND SUBSCRIPTIONS

Section I. Publications – The Society shall publish at least one official publication on a regular schedule. Journals, reports, proceedings, and other documents shall be published as authorized by the Board of Directors.
Section II. Dues and Subscriptions – The basic dues of the Society shall be determined by the Board of Directors and shall include subscriptions to such publications as authorized by the Board of Directors. The dues to be paid by the various types of membership and the publications of the Society to which they will be entitled, shall be determined by the Board of Directors. The Board of Directors may authorize special subscription rates to publications of the Society for special groups of subscribers.
Section III. Financial Accounting
The Board of Directors shall authorize a certified public accountant to annually audit the records of the Society. The fiscal year of the Society will be October 1 to September 30.

ARTICLE XI – AMENDMENTS

A proposed amendment to the Bylaws must be sent to members of the Board of Directors no less than thirty days before adoption. The proposed amendment shall be adopted by receiving at least a majority of the votes of the Board of Directors. No later than sixty days from the date of adoption of the Bylaw changes, the membership of the Society shall be notified in the official publication of the Society. The membership can change policy decisions or Bylaws through a majority vote at the Annual Business Meeting or by a membership-initiated mail ballot.

ARTICLE XII – INDEMNIFICATION

The Society may, by resolution of the Board of Directors, provide for indemnification by the Society of any and all of its directors and officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action suit or proceeding, in which they or any of them are made parties, or a party, by reason of having been directors or officers of the Society except in relation to matters as to which such director or officer or former director or officer shall be judged in such action suit, or proceeding to be liable for negligence or misconduct, in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.

ARTICLE XIII – DISSOLUTION

The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed to the members of the association. On dissolution of the Society, any funds remaining shall be distributed to one or more regularly organized and qualified charitable educational, scientific, or philanthropic organizations to be selected by the Board of Directors
Rev 6/07; 01/16/15; 06/19/15