The Insights Association, Inc. (the “Association”) is a corporation organized and existing pursuant to the not-for-profit corporation laws of the State of New York. The provisions included herein (the “Bylaws”) replace and substitute any previous bylaw provisions, and are considered the complete bylaws of the Association.
The Association provides benefits to organizations and their research-related employees as well as individual research professionals not affiliated with member organizations. The Association may include research companies and their employees, corporate research departments and their employees, data scientists generating analytics, organizations and individuals supporting research activities, universities, educators and students, as well as others.
The purposes of the Association, as set forth in its Articles of Incorporation (the “Articles”), are:
- To foster and promote the best interests of the research and analytics industry and profession (henceforth referred to as the “Industry”), which includes corporations, organizations, departments and individuals engaged in the development of marketing research intelligence, analytics, insights and strategies;
- To define the Industry’s identity and promote its value and growth;
- To ensure research and analytics quality by establishing, improving and enforcing professional practices and ethical standards;
- To advance and maintain an enlightened understanding of the Industry on the part of governmental officials so as to secure proper legislative and regulatory advantage;
- To protect the public welfare by guarding privacy and ensuring against the abuse of the public;
- To provide educational opportunities in the practice of research intelligence, analytics, insights and strategies;
- To collaborate with educators on training for related careers;
- To investigate and disseminate information regarding Industry challenges and opportunities, as well as emerging practices and technologies;
- To engender a beneficial sense of community among members;
- To act as a thought leader, provide essential business guidance and, with one voice, protect, expand and advance the business and practice of research and analytics.
All information collected or distributed by the Association regarding costs, prices or charges will pertain only to past and closed transactions. The Association will not be used to fix prices for research services or to allot territory or to limit the amount of service rendered clients, and no information will be distributed with respect to prices that any member of the Association intends or expects to ask for its services.
The Articles describe the Association’s purpose and specify that the affairs of the Corporation are managed by a Board of Directors as regulated and determined by the Bylaws. The Bylaws must be consistent with the Articles.
The Board of Directors may establish Association policies detailing practices required of all involved with the Association (the “Policies”). The Policies must be consistent with the Bylaws.
The Association is registered in the State of New York. The principal office and other offices may be in such location(s) as the Board of Directors designates.
Membership in the Association will be open to any organization or individual interested in the Association, consistent with the requirements and member qualifications of the Bylaws and the Policies.
A qualified organization or individual seeking membership will be accepted as a member of the Association upon the submission, receipt, acceptance, and processing of any required application, dues and fees. Organizational member applications must be approved by the Board of Directors.
All members are required to attest to and adhere to the Association’s Code of Standards (the “Code”). The Code is actively enforced and complaints of alleged breaches of the Code may be filed against a member in accordance with the Code’s Enforcement Procedures.
Organizational benefits accrue to organization members. Individual benefits accrue to employees of organization members and individual members.
Membership in the Association in no way implies endorsement of the professional or business practices of the members by the Association, and no member may claim that such endorsement exists. No member may use the fact of its membership for promotional purposes except in ways approved by the Board of Directors. Individual members may not promote their memberships in a way that might suggest that their employer is an organizational member.
Any organization interested or engaged in the practice or support of the research industry is eligible for membership. Organizations may be companies, corporations, firms, partnerships, departments, government agencies and other for-profit or not-for-profit institutions.
All members will receive discounts on Association products and services not available to non-members.
The Board of Directors may establish categories or segments for organizational members as it deems appropriate.
1.1.1. Organization Member Representatives
On election to membership, each member organization will designate a principal representative and an alternate representative, who will be a senior officer of the member organization—the research/service company or the corporate research department, or as described in 1.1.3. below, to act as its accredited representative in its relations with the Association. A change in the principal representative and/or alternate may be made at any time by written notice to the Association.
1.1.2. Organization Employees
Employees of member organizations are eligible to benefit from continuing education, training and professional development initiatives established by the Association in order to improve the practices, processes and procedures of the organization, as well as to improve the skills and credentials of the individual. These credentials will accrue to and be sustained by the individual who earned them.
1.1.3. Organization Types
Organizations funded by clients to develop intelligence, insights and strategies to promote their client’s products, services or ideas, and including those providing products and services in support of this work.
220.127.116.11.Corporate Research Department
Organizations funding the development of intelligence, insights and strategies to promote their organization’s products, services or ideas. This may include governments, for-profit and not-for-profit organizations, among others.
The Board of Directors may establish additional categories or segments for organizational members as it deems appropriate.
Individuals not affiliated with member organizations are eligible to join the Association to improve their skills and credentials. These individuals are not eligible to receive organizational benefits available to organization members. Any individual credentials obtained through the Association programs or courses will accrue to and be sustained by the individual who earned them.
1.2.1. Research/Service Professional
Individuals funded by clients to develop intelligence, insights and strategies to promote their client’s products, services or ideas, and including those providing products and services in support of this work.
1.2.2. Corporate Researcher
Individuals employed by organizations that fund the development of intelligence, insights and strategies to promote their organization’s products, services or ideas. This may include government employees, or individuals employed by for-profit and not-for-profit organizations, among others.
The Board of Directors may establish additional categories or segments for individual members as it deems appropriate. [Note: Individual Types may include Educators, Students, Government, Retired, Unemployed or others that the Board of Directors will designate prior to the Insight Association’s launch, planned for January 1, 2017.]
Membership in the Association is not transferable.
Members in good standing are eligible to vote on Association matters where the number of votes cast is equal to the dues paid in the calendar year in which the vote takes place rounded up to the next $1,000 divided by 1,000. As examples, an individual member paying $350 in dues would be eligible to cast 1 vote; an organization paying $7,400 in dues would be eligible to cast 8 votes through its designated representative.
Any individual member or employee of a member organization in good standing may hold elected or appointed office as defined in the Bylaws.
Membership in the Association may be suspended or terminated for cause. Notice of suspension or expulsion may be published to the membership of the Association. During the period of suspension or expulsion the member will not be permitted to vote on any issue brought before the membership, advertise in Association publications, exhibit at Association events, or be listed in membership rosters.
Any member charged with a violation of the Code will be entitled to a statement of charges and an opportunity to make a statement in writing and to present any defense to such charges. A member may appeal a decision by the Standards Committee to the Board of Directors. Any expense incurred by the member during the process will be the full responsibility of the member.
The Standards Committee will be responsible for investigations regarding member violations of the Code or the Bylaws, business or professional conduct detrimental to the Association, its members, the industry, or the public.
A member may withdraw from the Association by sending written notice of the resignation to headquarters which will be effective upon receipt and fulfillment of all obligations to the Association which were incurred before the notice of resignation was received by the Association. Dues are not refundable following resignation or termination.
Following notice and opportunity to be heard and consistent with the Bylaws and the Policies, the Association may terminate the membership of any member who has not satisfied membership requirements or the payment of all applicable dues and fees. No Director representing the complaining or complained against member will be qualified to vote in such decisions.
The Board of Directors is entitled to collect membership dues, fees and other assessments for members of the Association for all classifications of membership. Dues will be payable in advance of each year of membership or as allowed through payment provisions defined in the Policies.
Any member who has not paid all applicable dues, fees and assessments will not be entitled to exercise any rights and privileges of membership until all current yearly dues, fees and assessments are paid in full. Members who pay all dues, fees and assessments in arrears within 90 days of membership expiration will be reinstated with their original membership term and not lose any membership seniority or similar status. Non-payment of all dues, fees and assessments that continues for more than 180 days beyond the due date will result in automatic termination of membership, unless the Board Chair or Treasurer extends the date of termination for such period as he/she may deem advisable provided that in no event may such extension run for more than one year from due date without the approval of the Board of Directors.
The CEO may waive dues, fees or assessments of any member for good cause for up to one year which may not be extended without the approval of the Board of Directors.
The Association will conduct an annual meeting of the membership at a time, date and place determined by the Board of Directors (“Annual Meetings”). The Association will provide to all voting members a notice of each Annual Meeting at least thirty 30 days in advance stating the time, date, place and purpose of the meeting.
Special meetings of the membership may be called by the Board of Directors or by one-third of the voting members. Notice of the meeting will be given to the voting members at least 30 days prior to the meeting and will state the time, date, place and purpose of the meeting, in addition to indicating that the notice is being issued by or at the direction of the person or persons calling the meeting.
At any meeting of the general membership, representation of not less than [one-third] of all member votes will constitute a quorum.
A simple majority of the voting members who are present in person or by proxy will be required to approve matters unless otherwise provided by law or the Bylaws, so long as affirmative votes in favor are at least equal to a quorum. In case of a tie vote, the Chair or the presiding Officer may vote to break the tie.
The Board of Directors may, at its discretion, invite the eligible voting members of the Association to vote by mail, email, fax and other electronic means allowed by the State of New York, including electronic proxies, on any matter which can properly be acted upon at a membership meeting. The question thus presented will be determined according to a simple majority of the votes.
The Bylaws may be amended or repealed in whole or in part by an affirmative majority vote of the membership in accordance with the provisions of this Article. The Bylaws also may be amended by an affirmative two-thirds majority vote of the Board of Directors provided that the change does not fundamentally alter the Association’s purpose, as determined by the Board of Directors. The Board of Directors will inform the membership within 30 days of all changes to the Bylaws.
The Association will be governed by a Board of Directors accountable to the membership, which will operate the Association as a not-for-profit 501(c)6 corporation. The Board will balance oversight with strategic insight, with its highest priority being to assess and respond in the members’ best interest.
The Board will supervise, control and direct the affairs of the Association, uphold and execute the Association’s purposes and objectives, appoint and remunerate agents and employees, and have discretion in the disbursement of its funds. The Board will adopt Policies containing rules and regulations for the conduct of Association business consistent with the Articles, the Bylaws and applicable law.
The Board will approve an annual operating budget, and will arrange for an annual independent audit of the financial activities of the Association. The Board of Directors will approve the compensation of the Chief Executive Officer (CEO) and may authorize contracts made on behalf of the Association, but no member of the Board will receive any compensation from the Association for their service as a Director.
The Board may develop and promote cooperative relationships with other organizations where such relationships will serve to further the interests and objectives of the Association. The CEO will be responsible for the development and implementation of all cooperative agreements and will keep the Board informed of new and changed agreements.
The members of the initial Board of Directors shall be those persons selected as Directors by the incorporator and shall hold office until the first annual meeting of members, and until their successors are elected and qualified or until their earlier resignation or removal.
The Board of Directors will be comprised of 16 members, 15 of whom shall be voting members (the CEO being the non-voting member of the Board of Directors). All voting Directors will be elected by the membership and five will serve as Officers of the Association consistent with the requirements of Article VIII.
Voting Directors will be elected to reflect the diverse interests and needs in the research industry. The Board of Directors will annually provide the Nominating Committee with objective criteria to be followed in proposing candidates for election to the Board.
Voting Directors will serve a first term of two years.
Voting Directors reelected to a second term of two years will not be eligible to serve on the Board beyond four years unless they are serving as an Officer of the Association, wherein this term of service limit does not apply.
As Officers of the Association, the Secretary and Treasurer serve two-year terms, while the Chair, Vice Chair and Immediate Past Chair serve one-year terms.
Service as an Officer of the Association requires approval for each term and office by the Board of Directors.
The Immediate Past Chair of the Board will serve as an Officer with voting rights for the year following their term of office as Chair.
Unless preceded by resignation, disqualification or removal from office, Directors’ terms will commence on January 1st of the year following election, which occurs at the Annual Meeting, and end on December 31st at the conclusion of the two-year term of office. If a Director is elected to an Officer position on the Board, the Officer term of office will pertain.
Any employee of an organization member or individual member of the Association in good standing who meets the criteria established by the Board of Directors is eligible to serve as a Director.
At the first Board meeting following the Annual Meeting, the Vice Chair will appoint, subject to approval by the Board, a Nominating Committee for the purpose of presenting a qualified slate of candidates to the membership for election to the Board. The Nominating Committee will consist of the Vice Chair, who will be designated the Nominating Committee Chair, and one other member of the current Board of Directors, and three other Association members in good standing, who reasonably reflect the spectrum of Association membership. No member of the Nominating Committee will be a candidate for the Board.
In accordance with the schedule to be established annually by the Board, the Nominating Committee will be responsible for the following activities: the timely review and study of credentials of qualified nominees and the presentation of qualified, individual nominees and candidates for Director positions. In addition to any nominees presented by the Nominating Committee, the Vice Chair will permit nominations of qualified candidates by petition of at least 10 percent of the eligible voting membership.
The Nominating Committee will cause the circulation of ballots, administered by the CEO, to all eligible voting members by any method permitted by applicable law. The ballots will be counted and the results of the election reported to the Board and then announced to the membership.
All qualified candidates receiving the largest number of qualified votes will be elected to each open position. Where a tie exists between two or more nominees, the Board will elect a winner.
Any disputes concerning the election or nomination process will be referred to the Standards Committee for review and recommendation of action to the Board.
Should the Chair position be vacated, the Vice Chair will assume the position for the remainder of the vacated term. In the event the Vice Chair or Treasurer or Secretary positions become vacant, the Chair will appoint an interim Officer from the current Board to serve the remainder of the term with the approval of the Board. Should any other Board position be vacated, the Nominating Committee will present a qualified candidate for the open position to the Board for approval to fill that position for the remainder of the term.
Any Officer or Director may be removed for cause at any time by a vote of two-thirds of the remaining Board of Directors. The Officer or Director subject to removal will be given notice of the cause and an opportunity to be heard by the Board prior to voting.
Regular meetings of the Board of Directors will be held not less than three times each year. The time and place of all other regular meetings, if not determined by the Board, will be fixed by the Board Chair with notice sent to the Board at least 30 days prior to the appointed time. Special meetings of the Board may be called at the request of the Board Chair or any five members of the Board with notice sent to the Board at least ten days prior to the appointed time. At all Board meetings, the Chair will preside and in their absence, the Vice Chair will preside. If neither the Chair nor Vice Chair is present to preside over the meeting, the meeting will be presided over by a Director selected by the Board on that occasion.
A majority of the voting members of the Board will constitute a quorum for the conduct of business. Proxies will not be valid at any Board meeting.
Any action required or permitted to be taken by the Board may be taken without a meeting if all voting Directors of the Board agree in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the voting Directors of the Board shall be filed with the minutes of the proceedings of the Board.
The Board may adopt such rules and regulations for the conduct of its meeting and the management of the affairs of the Association as it may deem proper, not inconsistent with these Bylaws. Any question regarding the correct interpretation of the Bylaws will be settled by the Board of Directors by a majority vote.
The Officers of the Association will be: Chair, Vice Chair, Immediate Past Chair, Secretary, and Treasurer.
The Chair is to serve as a leader who inspires others to ensure the Association’s preeminence in an evolving industry, in part by supporting the Association’s vision, mission and values. The Chair will, subject to the approval of the Board and in accordance with the Bylaws and the Policies, oversee the affairs of the Association and perform all duties incident to the office and those assigned by the Board. The Chair will preside at all membership meetings of the Association, Executive Committee meetings or meetings of the Board. The Chair will make certain that all responsibilities assigned to Officers are fulfilled.
The Vice Chair will serve as Chair of the Nominating Committee and as an ex-officio member of all other Association committees. The Board Chair may assign other duties to the Vice Chair. The Vice Chair will assume the duties of the Chair in the event of their resignation, absence or inability to act. The Vice Chair will succeed to the office of the Chair upon their completion of that term.
The Immediate Past Chair will assume responsibilities and activities designated by the Board Chair.
The Secretary will direct the maintenance of the non-financial records and proceedings of the Association, including notices to the members as appropriate. The Secretary will perform other duties which the Chair may assign. Duties of the Secretary may be delegated to the CEO or a designated member of the CEO’s staff.
The Treasurer will direct the maintenance of the Association’s funds and financial records. The Treasurer will ensure proper accounting procedures for the keeping of the funds in such banks, trust companies and/or investments as are approved by the Executive Committee or the Board of Directors and will report on the financial condition of the Association at all meetings of the Board, the annual membership meeting, and at other times when called upon by the Chair. At the end of each fiscal year, and at such other times as the Board may instruct, the Treasurer will arrange for an audit of the financial books of the Association by a certified public accountant. At the expiration of the term of office, the Treasurer will deliver to their successor any and all Association financial records and documents necessary for the discharge of duties of the Treasurer. In the absence of a successor, the Treasurer will deliver accounts, records and documents to the Chair. Duties of Treasurer, as may be specified by the Board, may be delegated to the CEO or a designated member of the CEO’s staff.
The Directors on the Board will be charged with the responsibilities to fairly represent the interests of the membership, to encourage participation in the programs established by the Board, undertake strategic and long-term planning for the Association on an ongoing basis and, in general, to serve as a liaison in maintaining healthy communication between its membership representation and the Association. The Directors also will perform such other responsibilities as the Chair or Board may delegate.
Officers and Directors will not receive any compensation for service on the Board of Directors. However, the Board may be reimbursed for reasonable out-of-pocket expenses incurred by them in connection with attendance at Board meetings, designated events, and other activities approved by the Chair or CEO.
All Directors will act in an independent manner consistent with their obligations to the Association and applicable law, regardless of any other affiliations, membership, or positions.
There will be an Executive Committee of the Board of Directors, the membership of which will be composed of the Chair, Vice Chair, Immediate Past Chair, Secretary, and Treasurer. The CEO of the Association is an ex officio member of the Executive Committee.
The Executive Committee will meet at the discretion of the Chair or as requested by three members of the Committee.
A quorum at meetings of the Executive Committee will consist of three voting members of the Committee. All matters to come before the Committee will be determined by the vote of a majority of the members.
The Executive Committee may make recommendations to the Board of Directors on all matters pertaining to the advancement of the interest, good and welfare of the Association. The Executive Committee is authorized to exercise the powers of the Board when the Board is not in session, only when the Board has explicitly authorized such prescribed, limited power. The Executive Committee will have no power to:
(a) Overrule the Policies or decisions of the Board of Directors;
(b) Take any action which would involve modifying the approved annual budget by a dollar commitment of funds exceeding, in the aggregate, 1 percent of the total annual budget or $50,000, whichever is less;
(c) Take any authority or consequent action which has not been explicitly afforded to the Executive Committee by the Board; and
(c) Take any other action prohibited by the Bylaws, the Policies, or applicable law.
A summary of the actions of the Executive Committee meetings will be provided to the Board of Directors prior to the next official Board meeting. Any action taken by the Executive Committee will be subject to revision and alteration by the Board, but no such revision or alteration of any such action will affect any right of any third party once notification has been made to third party.
The Nominating Committee will be chaired by the Vice Chair of the Board and will be constituted to annually recommend for Board approval Director nominees, as well as recommend for Board approval candidates for vacant Board seats.
The Finance Committee will be chaired by the Treasurer and will be constituted to oversee the Association’s reserve investment policy and performance.
The Board of Directors will designate a CEO to be responsible for the management of the affairs of the Association. The CEO will report to the Chair, to the Executive Committee, and be responsible and accountable to the Board for the supervision, control, and management of the Association in its administrative, business, financial, and other affairs. In addition, the CEO will be a non-voting member of the Board of Directors.
The CEO will have authority and duty, both regarding members of the Association and staff, to implement the Policies in a lawful manner and in accordance with generally accepted business and financial principles and ethical standards and the responsibility to report to the Board concerning these affairs. The CEO will have direction of all paid employees and other personnel, including consultants, contractors, interns, etc. to the Association; and will be responsible to the Board for assistance in the formulation of overall planning for present and future strategic and operational plans; implementation of approved strategic and operational plans; and the direction and coordination of all strategies and operations to achieve established objectives. The CEO will be a member ex officio, without a vote, of the Board and all committees.
All disbursements will be initiated by the CEO and/or other authorized signatories appointed by the Board of Directors.
The fiscal year of the Association will be January 1 through December 31.
The CEO will cause the financial position of the Association to be reported to the Executive Committee on a monthly basis, with the Association’s financial accounting reviewed by a third party auditor at the end of every fiscal year.
The Board of Directors of the Association will develop and approve policies and criteria which encourage and support the establishment and operation of subsidiary Chapters consistent with the authority, regulations, and limitations granted in the Articles, the Bylaws, and the Policies. Each Chapter will be established through the submission and approval of a petition, application for Certificate of Incorporation, and proposed Chapter bylaws.
Chapters provide the Association with a real, immediate, and local perspective, assessment and guidance on all national (and international) issues, challenges and opportunities, from “relevant” to “critical.”
The fundamental objective of Chapters will be to provide – within a distinct and definable geographical area – networking, education and support from a like-minded community consistent with and in support of the purposes of the Association.
Members of a Chapter must be members of the Association. Membership in any Chapter is voluntary. With payment of appropriate dues, members may belong to more than one Chapter.
Chapters will have the authority and duty to carry out the purposes of their bylaws, as approved by the Board of Directors of the Association and consistent with the Bylaws of the Association. At all times, the activities of the Chapter must support the interests of the Association and comply with all legal requirements in the jurisdiction in which the Chapter is located, as well as national laws and regulations.
To ensure continuity of purpose with the Association’s objectives to advance the research industry and profession, the Board of Directors may review each Chapter on an annual basis to ensure compliance with the requirements and the Policies established by the Board. The Board may suspend, revoke, or dissolve any Chapter consistent with the Bylaws and the Policies in the best interests of the Association. Upon dissolution all Chapter assets revert to the Association and use of the Association name will cease immediately.
The Board may establish and maintain Standing Committees, task forces and other groups of members to further the interests and objectives of the Association. All will operate as described in the Policies.
Among these, the Board will annually appoint the following Standing Committees of the Association.
Section 1. Membership
The Membership Committee will ensure member recruitment and retention as well as make recommendations to the Board regarding company member applications for membership. The Membership Committee will consist of at least two members of the Board and two members of the Association who are not members of the Board.
Section 2. Standards
The Standards Committee will make recommendations to the Board regarding revisions to the association’s Code of Standards, Guidelines, and any members against whom a complaint is made for failing to comply with the requirements of the Code or Bylaws. The Standards Committee will consist of at least three members of the Board.
Section 3. Government Affairs
The Government Affairs Committee will make recommendations to the Board with respect to measures or activities, whether actual or proposed, by any governmental entity that would affect the conduct, practice, integrity, or efficacy of the research industry as well as members of the Association. The Committee will ensure the dissemination of member guidance regarding compliance with all applicable laws, regulations and court decisions and oversee the Privacy Shield program. The Government Affairs Committee will consist of at least two members of the Board and three members of the Association who are not members of the Board.
Section 4. Research Quality Advisory Board
The Research Quality Advisory Board provides guidance on (a) current and future directions in certification of ISO standards; (b) the maintenance and enhancement of Professional Researcher Certification (PRC) credentials; and (c) other credentials that ensure that members can adequately and confidently attest to the high quality and consistency of their processes and procedures. The Research Quality Advisory Board will consist of at least two members of the Board and three members of the Association who are not members of the Board.
Section 5. Chapter Committee
The Chapter Committee will make recommendations to the Board to further the success of the association’s Chapters in support of member needs. The Chapters Committee will consist of at least three members of the Board.
Section 6. Education Committee
The Education Committee will make recommendations to the Board regarding the education of the membership. The Education Committee will consist of at least three members of the Board.
Section 7. Benchmarking Committee
The Benchmarking Committee will make recommendations to the Board regarding the reporting of member business performance and characteristics by segment while ensuring member confidentiality. The Standards Committee will consist of at least three members of the Board.
Other Committees may be established as the Board of Directors deems appropriate.
The Association will have the power to indemnify any person who is or was a Director, Officer, committee member, employee or agent of the Association to the full extent permitted by law against claims arising out of the person’s performance on behalf of the Association provided they, or the party represented by a fiduciary, acted in good faith and in a manner they reasonably believed to be in the best interests of the Association, or with respect to a criminal action, provided they had no reason to believe their conduct was unlawful.
The Association will purchase and maintain insurance on behalf of any person who is or was a Director, Officer, committee member, employee or agent of the Association against any liability asserted against him or her and incurred by him or her in any such capacity within the scope of their duties, on behalf of the Association, whether or not the Association would have the power to indemnify him or her against such liability.
The Association will use its funds only to accomplish the Association’s objectives and purposes and no part of its funds will inure to the benefit of, or be distributed to, the members of the Association.
The Board of Directors will establish and maintain a Government Affairs Fund out of the current funds available to the Association, determining any initial and subsequent contributions and maintenance funds for this account. Any contributions made to the Association specifically to further the Association’s governmental affairs activities will be added to the Government Affairs Fund and will be used solely in connection with these activities. The Government Affairs Fund will be carried as a separate account in the Association’s books and records and will be accounted for separately from other current funds of the Association. Disbursement may be made out of the funds available in the Government Affairs Fund only at the direction of the Board of Directors or an Executive Committee of the Board of Directors duly assigned that responsibility.