BYLAWS (updated May 2023)
ARTICLE I – Name/Non-Profit Incorporation
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.
ARTICLE II – Purpose
The Association provides benefits to organizations and their insights-related employees as well as individual insights professionals not affiliated with member organizations. For the purposes of this document, “insights” serves as the umbrella term for market research and data analytics that support business decision-making and insights. The Association may include insights companies and their employees, corporate research departments and their employees, data scientists generating analytics, organizations and individuals supporting insights 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:
1. To foster and promote the best interests of the insights (research and analytics) industry and profession (henceforth referred to as the “Industry”), which includes corporations, organizations, departments and individuals engaged in the development of market research intelligence, analytics, insights and strategies;
2. To define the Industry’s identity and promote its value and growth;
3. To ensure research and analytics quality by establishing, improving and enforcing professional practices and ethical standards;
4. 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;
5. To protect the public welfare by guarding privacy and ensuring against the abuse of the public;
6. To provide educational opportunities in the practice of research intelligence, analytics, insights and strategies;
7. To collaborate with educators on training for related careers;
8. To investigate and disseminate information regarding Industry challenges and opportunities, as well as emerging practices and technologies;
9. To engender a beneficial sense of community among members;
10. 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.
ARTICLE III – Authority
Section 1. Scope and Limitations
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 insights 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.
Section 2. Management
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.
Section 3. Policies
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.
Section 4. Principal Office
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.
ARTICLE IV – Membership
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 and their employees. Individual benefits accrue to Individual members and are not transferable to others within their organization.
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.
Section 1. Classifications
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, consultancies, sole proprietors, 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
Upon approval for membership, each member organization will designate a principal representative, who will be a senior officer of the member organization (the agency/provider 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 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. Membership Types
Organizations funded by clients to develop intelligence, insights, analytics and strategies to promote their client’s products, services or ideas, and including those providing products and services in support of this work. These are additionally defined as/limited to insights/analytics/research or service provider/agency organizations and consultancies (including sole proprietorships); those who sell their services.
126.96.36.199. Corporate Department
Organizations funding the development of intelligence, insights, analytics and strategies to promote their organization’s products, services or ideas. These are additionally defined as/limited to internal insights/analytics/research departments within corporations, governments, non-profits and associations; those who do not sell their services.
Individuals not affiliated with member organizations are eligible to join the Association. 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.
Individuals may be employed by organizations developing intelligence, analytics, insights and strategies to investigate or promote their organization’s products, services or ideas. These are additionally defined as/limited to practitioners not employed by a company or corporate department member as well as full-time students and educators, and those unemployed within or retired from the industry. Individuals employed by non-member organizations that fall within the “Company” member definition (188.8.131.52) must be entry-mid level employees to qualify for Individual membership. Senior executives and company leaders must join via Company membership as their status as members implies company adherence to the IA Code of Standards. Positions excluded from Individual membership include, but are not limited to, all C-Suite, President, SVP, EVP, Principal, Partner, Owner, Founder, Managing Director.
The Board of Directors may establish additional categories or segments of membership as it deems appropriate.
Section 2. Transferability
Membership in the Association is not transferable.
Section 3. Rights
Members in good standing are eligible to vote on Association matters. Voting notices will be emailed to all IA contacts employed by Company and Corporate Department members as well as all Individual members on the agency/provider and client/brand sides of the industry.
3.2. Board Service
Any individual member or employee of a member organization in good standing as defined in the bylaws may hold office as per section 2.4 (Qualification).
Section 4. Suspension and Expulsion
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.
Section 5. Resignation
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.
Section 6. 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.
ARTICLE V – Fees, Dues and Assessments
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.
Section 1. Non-Payment
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.
Section 2. Waiver
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.
ARTICLE VI – Membership Meetings
Section 1. Annual Meetings
The Association will conduct an annual meeting of the membership at its Annual Conference, which will be recorded so members not in attendance may access it at a later time.
Section 2. Special Meetings
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.
Section 3. Quorum
At any meeting of the general membership, representation of not less than [one-third] of all member votes will constitute a quorum.
Section 4. Voting
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.
Section 5. Mail, Email, Fax and Other Electronic Votes
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.
Section 6. Bylaw Amendments
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.
ARTICLE VII – Board of Directors
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.
Section 1. Authority
The Board will oversee and advise 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 require an annual independent audit of the financial activities of the Association. The Board will serve as advisors on all association activities and will vote to approve the long-term strategic plan, annual goals, changes to the positioning of the Association, major new products and initiatives, financial investments, changes to Bylaws, and membership applications.
The Executive Committee will approve the compensation of the Chief Executive Officer (CEO) and may authorize contracts made on behalf of the Association if appropriate, 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 control and direct the affairs of the Association, be responsible for the development and implementation of all cooperative agreements, and will keep the Board informed of new and changed agreements.
Section 2. Composition and Tenure
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 Board members will be approved by the membership, including ten directors-at-large, plus five officers who serve as the Executive Committee consistent with the requirements of Article VIII. Board positions and seats belong to the individuals selected, not their company or employer, however company members may nominate someone for consideration.
Voting Directors will be selected to reflect the diverse interests and needs of the insights industry. The Board should be broadly representative of the profession in terms of member type, company firmographics, demographics, and domain expertise. The Board of Directors will annually provide the Nominating Committee with strategic criteria to be followed in proposing candidates for appointment to the Board.
Voting Directors will serve a first term of up to two years, subject to review based on participation and contributions.
Voting Directors may be reappointed to a second term of up to two years, and 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, Chair-Elect and Immediate Past Chair serve one-year terms.
Each year, the current Chair-Elect will distribute a call for interest in the following year’s open Executive Committee positions among current Board members. Once nominees are final, the current Chair-Elect will recommend the following year’s Executive Committee from the nominees and put that slate forward to the Board members not under consideration for a vote. Once the Executive Committee is approved by the Board, the process of filling the following year’s open Director seats will commence.
The Board will vote as follows:
The Board will vote annually to confirm the Executive Committee nominated by the Chair-Elect. Should the Committee not be confirmed, the Chair-Elect with have the opportunity to submit a new slate for approval. If the second Executive Committee is not approved, the current Chair and Past Chair will assist in selecting the next Executive Committee, which will not require board approval.
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 and end on December 31st at the conclusion of the two-year term of office. If a Director is selected to an Officer position on the Board, the Officer term of office will pertain.
Past board members may be permitted to join the board again after a two-year waiting period.
2.3 Ex Officio Board Members
In order to facilitate stability and continuity of the Association, experts in specific areas will be helpful to the board, committees and staff. These experts may provide important industry or historical context, or topical expertise relevant to the Association’s annual goals. Each year, as part of the board selection process, the CEO may appoint up to four (4) Ex Officio members to participate in the board activities. These Ex Officio members may come from anywhere within the membership, including former board members, and will have all rights and qualifications of a board member with the exception of voting privileges. Because Ex Officio members do not vote, they should not be included in the count when determining the number needed for a quorum and they should not be counted when determining if a quorum is present. Ex Officio members will serve an initial term of one year. Ex Officio members may be appointed to additional terms of one year.
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. Board members should be recognized leaders in their field and firm, and companies or individuals that uphold the highest ethics of the profession. No more than one person per company at time of nomination may hold a position on the Board of Directors.
Board members may be disqualified and removed from the Board by the Executive Committee if they fall out of compliance with the Bylaws or the Board Handbook. Such conflict should be resolved as quickly as possible, and may result in an ad hoc nomination cycle. In event of employment status changes or resignation from the industry the Executive Committee will determine best course of action.
Section 3. Nominations
The Chair-Elect will appoint a Nominating Committee for the purpose of presenting a qualified slate of candidates to the Board. The Nominating Committee will consist of the Chair-Elect, at least one other member of the current Board of Directors, the CEO, 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.
The Nominating Committee will work to identify the Board of Directors’ needs for the coming year and present the criteria and goals to the Board for approval. The Nominating Committee will then execute the nomination process including an open call for nominations to the membership based on that criteria, manage the selection of nominees, and present a slate of candidates to the Board for approval.
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 nominees and candidates for Director positions.
The Nominating Committee will present a ranked list of nominations, and the board will vote to approve or not approve each nominee individually until the number of needed directors has been achieved.
Any member disputes concerning the selection or nomination process will be referred to the Standards Committee for review and recommendation of action to the Board.
3.3. Membership Vote
Upon approval of the new directors by the Board of Directors, the candidates will be submitted for a vote of approval by the membership and must be approved by a majority of those asked to vote.
Section 4. Vacancies
Should the Chair position be vacated, the Chair-Elect will assume the position for the remainder of the vacated term. In the event the Chair-Elect 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 Chair will present a qualified candidate for the open position to the Board for approval to fill that position for the remainder of the term. Membership vote is not required for filling vacancies. Candidates who fill a vacancy will be up for renewal and approval for their first full term during the next nomination cycle.
Section 5. Removal of an Officer or Director
Any Officer or Director may be removed for cause at any time by a vote of two-thirds of voting Board members.
Section 6. Meetings
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. 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 all Board meetings, the Chair will preside and in their absence, the Chair-Elect will preside. If neither the Chair nor Chair-Elect is present to preside over the meeting, the meeting will be presided over by an Officer selected by the Board on that occasion. If no Officers are available, the meeting should be rescheduled.
A majority of the voting members of the Board (8 voting members) will constitute a quorum for the conduct of business. Proxies will not be valid at any Board meeting.
6.2. Actions Without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting if a quorum of the 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.
6.3. Conduct of Meeting
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.
ARTICLE VIII – Officers and Directors of the Association
Section 1. Officers
The Officers of the Association will be: Chair, Chair-Elect, 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 Chair-Elect will serve as Chair of the Nominating Committee. The Board Chair may assign other duties to the Chair-Elect. The Chair-Elect will assume the duties of the Chair in the event of their resignation, absence or inability to act. The Chair-Elect will succeed to the office of the Chair upon their completion of that term.
1.3. Immediate Past Chair
The Immediate Past Chair will assume responsibilities and activities designated by the Board Chair and will serve as a historical expert to the current board.
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 oversee the maintenance of the Association’s funds and financial records. The Treasurer will review monthly financial statements, 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 ensure an audit of the financial books of the Association by a certified public accountant is completed, the report of which will be ratified by the Board. In the event the Executive Committee approves, select duties of the Treasurer may be delegated to the CEO or staff.
Section 2. Directors
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, to serve as committee members and chairs, to 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.
Section 3. Compensation
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.
Section 4. Independence/Loyalty
All Board Members will act in an independent manner consistent with their obligations to the Association and applicable law, regardless of any other affiliations, membership, or positions.
Section 5. Directors & Officers Liability Insurance
As part of the Association’s insurance policies, the Association Board will maintain Directors and Officers Liability coverage. This coverage will apply to any person who was, is or becomes a duly selected or appointed member of the board of directors, officer, member of the board of trustees, member of the board of managers, member of the board of regents, member of the board of governors, or a functional equivalent thereof, Executive Officer, employee, volunteer, or member of a duly constituted committee, of the Insured Organization
ARTICLE IX – Committees of the Board
Section 1. Executive Committee
There will be an Executive Committee of the Board of Directors, the membership of which will be composed of the Chair, Chair-Elect, 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. 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 is known to be in direct opposition of the direction of the Board.
(d) Take any other action prohibited by the Bylaws, the Policies, or applicable law.
Section 2. Nominating Committee
The Nominating Committee will be chaired by the Chair-Elect of the Board and will be constituted to annually recommend Director nominees for Board approval, as well as recommend candidates to fill vacant Board seats.
Section 3. Finance Committee
The Finance Committee will be chaired by the Treasurer and will be comprised of the Executive Committee to oversee the Association’s reserve investment policy and performance.
Article X – Chief Executive Officer
Section 1. Appointment
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.
Section 2. Authority and Duties
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.
ARTICLE XI – Financials
Section 1. Disbursements
All disbursements will be initiated by the CEO and/or other authorized signatories appointed by the Board of Directors.
Section 2. Fiscal Year
The fiscal year of the Association will be January 1 through December 31.
Section 3. Financial Reporting & Audit
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.
ARTICLE XII – Chapters
Section 1. Establishment
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.
Section 2. Purpose
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.
Section 3. Membership
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.
Section 4. Authority
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.
Section 5. Review and Dissolution
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.
ARTICLE XIII – Committees
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. All members of all Committees must be members of the association in good standing.
Among these, the Board will annually appoint the following Standing Committees of the Association. A minimum of one Board member will serve on each committee.
Section 1. Membership Committee
The Membership Committee will ensure member recruitment and retention as well as make recommendations to the Board regarding organization member applications for membership.
Section 2. Standards Committee
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.
Section 3. Government Affairs Committee
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.
Section 4. 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.
Section 5. Careers & Professional Development Committee
The Careers & Professional Development Committee will oversee the Laureate program, work to engage the Laureates as ambassadors of IA, and help establish a strategic plan for developing a robust training program that includes the launch of IA content as well as partnerships with other training associations and platforms.
Section 6. Research & Benchmarking Committee
The Research & Benchmarking Committee will consider industry information metrics and reports that may benefit the overall membership in their work and makes recommendations to the Board regarding survey content, scope, programming/fielding/reporting, and timelines while ensuring member confidentiality.
Section 7. Partnerships Committee
The Partnerships Committee will focus on creating and maintaining partnerships with like-minded associations and entities in the insights space around the globe to further engage the insights community worldwide and improve business for members in global markets.
Section 8. IDEA Council
The IDEA (Inclusion, Diversity, Equity, Access) Council works to fulfill a mission to deliver measurement, education, and standards of excellence to increase representation in the insights profession and the populations it researches.
SECTION 9. Content & Marketing Committee
The Content & Marketing Committee will be responsible for ensuring effective communication and distribution of IA’s initiatives and content to reach a broader audience and effectively target specific niche audiences.
SECTION 10. Events Committee
The Events Committee works in tandem with the staff to ensure that all events have a clear value proposition and to support the curation of program content and speakers. The committee will liaise with marketing for communications before, during and after the event to expand the impact. Event strategy, partnerships, and creation would be assessed and evaluated within this committee.
SECTION 11. Business Impact
Charged with developing initiatives that help corporate insights teams and agencies demonstrate the business impact of insights; communicating the value that we deliver as a profession to the business and illustrate how an investment in customer insight will pay off for the company. Includes identifying key elements of culture and process that can then be tailored and adapted to different organizations, industries, and insights techniques; and developing best practices for the measurement and communication of insights impact.
SECTION 12. Other Committees
Other Committees may be established as the Board of Directors deems appropriate.
ARTICLE XIV – Miscellaneous Provisions
Section 1. Power to Indemnify
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.
Section 2. Liability Insurance
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.
Section 3. Use of Funds
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.
Amended And Restated Articles Of Incorporation For Insights Association, Inc.
Under Section 805 of the Not-for-Profit Corporation Law of the State of New York (the “NPCL”), the Insights Association, Inc., a corporation organized and existing under the NPCL, as the same may be amended and supplemented, hereby certifies as follows:
i. The name of the corporation is Insights Association, Inc. (the “Corporation”).
ii. The original Certificate of Incorporation was filed on June 13, 1957 under the name Marketing Research Trade Association, Incorporated. The Certificate was later amended and reinstated on October 16, 1970, under the name Marketing Research Association, Inc.
iii. A majority of the Board of Directors and Members have approved this Amended and Restated Certificate of Incorporation and the amendments contained herein in accordance with Section 805 of the NPCL.
iv. This Amended and Restated Certificate of Incorporation restates and amends the Certificate of Incorporation filed on October 16, 1970, as amended, in accordance with Section 805 of the NPCL by making the following changes:
i. Article Third relating to the purposes of the Corporation is amended to clarify and expand list of purposes;
ii. Article Fifth is amended to clarify that the Corporation is a non-charitable corporation under the NPCL;
iii. Article Sixth is amended for clarity;
iv. Article Ninth is amended for clarity and to reflect that the Bylaws may be repealed by a vote of the members, and that the Board of Directors may not alter the Bylaws in a way that fundamentally alters the Corporation’s purpose;
Accordingly, the Revised Certificate of Incorporation reads as follows:
FIRST: The name of the proposed corporation, hereinafter referred to as the “Corporation,” is:
Insights Association, Inc.
SECOND: The period of duration of the Corporation is perpetual.
THIRD: The Corporation is organized for the purpose of promoting such common interests of its Members as may qualify it as exempt from Federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the “Code” or the corresponding provision of any subsequent Federal tax laws); and within such limits
i. 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;
ii. To define the Industry’s identity and promote its value and growth;
iii. To ensure research and analytics quality by establishing, improving and enforcing professional practices and ethical standards;
iv. 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;
v. To protect the public welfare by guarding privacy and ensuring against the abuse of the public;
vi. To provide educational opportunities in the practice of research intelligence, analytics, insights and strategies;
vii. To collaborate with educators on training for related careers;
viii. To investigate and disseminate information regarding Industry challenges and opportunities, as well as emerging practices and technologies;
ix. To engender a beneficial sense of community among members;
x. 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.
FOURTH: The Corporation shall not be conducted or operated for profit and no part of the net earnings of the Corporation shall inure to the benefit of any member or individual; nor shall any of such net earnings nor any of the profits or assets of the Corporation be used other than for the purposes of the Corporation.
FIFTH: The Corporation is a non-charitable corporation, previously a Type A corporation, under Section 201 of the NPCL.
SIXTH: The Corporation will conduct operations in the State of New York, but the Corporation may do any of the acts, and any of the things set forth herein as its purposes, within the continental United States of America, its territories and dependencies, as well as in foreign countries, and for such purposes may charter chapters in all the territory covered by its operations.
SEVENTH: The Corporation shall have classes of Members that shall have such rights (including voting rights), powers, and obligations as set forth in the Bylaws.
EIGHTH: The affairs of the Corporation shall be managed by a Board of Directors. The number of Directors shall not be less than three and the manner of qualifying the Directors shall be set forth in the Bylaws.
NINTH: Except as otherwise provided by law or this Certificate of Incorporation, the internal affairs of the Corporation shall be regulated and determined as provided in the Bylaws. In furtherance and not in limitation of the powers conferred by law, the Bylaws may be amended or repealed in whole or in part by an affirmative majority of member votes 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 Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of New York may be added or inserted in the manner now or hereafter prescribed by law. All rights, preferences and privileges of whatever nature conferred upon Members, Directors or any other persons by and pursuant to this Restated Certificate of Incorporation — either in its present form or as hereafter amended — are granted subject to the rights reserved in this Article.
TENTH: At all times and under all circumstances, and notwithstanding merger, consolidation, reorganization, termination, dissolution, or winding up of the Corporation, voluntary or involuntary or by the operation of law, or upon amendment of the Certificate of Incorporation:
i. The Corporation shall not engage in any activity that is unlawful under the laws of the United States, the State of New York, or any jurisdiction where such activities are carried on.
ii. The Corporation is organized and shall be administered and operated exclusively to receive, administer, and expend funds to permit and represent the common business interests of and improve business conditions among, members of the Corporation, within the meaning of Section 501(c)(6) of the Code.
iii. No part of the assets or net earnings of the Corporation shall inure to the benefit of or be distributable to its incorporators, Directors, Officers, or other persons having a personal or private interest in the Corporation, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services actually rendered and to make reimbursement in reasonable amounts for expenses actually incurred in carrying out the purposes set forth in Article Third.
iv. The Corporation shall not carry on propaganda or otherwise attempt to influence legislation to an extent that would disqualify it for tax exemption under Section 501(c)(6) of the Code.
v. Neither the whole, nor any part or portion, of the assets or net earnings of the Corporation shall be used, nor shall the Corporation ever be operated for objects or purposes other than those set forth in Article Third.
vi. Notwithstanding any other provision of these Articles, the Corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt under Section 501(c)(6) of the Code.
vii. Upon dissolution of the Corporation, all of its assets and property of every nature and description remaining after the payment of all liabilities and obligations of the Corporation (but not including assets held by the Corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution) shall be paid over and transferred to one or more organizations which engage in activities substantially similar to those of the Corporation and which are then qualified for exemption from Federal income taxes as organizations described in Sections 501(c)(3) or (c)(6) of the Internal Revenue Code of 1986 (or corresponding provisions of any subsequent Federal tax laws). In no event shall any of such assets or property be distributed to any Director or Officer of the Corporation or to any private individual.
ELEVENTH: A Director of the Corporation shall not be personally liable to the Corporation or its members for monetary damages for breach of fiduciary duty as a Director, except to the extent such exemption from liability or limitation thereof is not permitted under the Not-for-Profit Corporation Law of the State of New York as currently in effect or as the same may hereafter be amended.
TWELFTH: The office of the Corporation within the State of New York is located in the City, County and State of New York.
THIRTEENTH: The Secretary of State of New York is designated agent of the Corporation on whom process against it may be served. The Secretary of State shall mail a copy of any process against the Corporation to c/o CT Corporation System, 111 8th Avenue Floor 13, New York, NY 10011-5213.
FOURTEENTH: The name of the registered agent upon whom and the address of the registered agent at which process against the Corporation may be served is CT Corporation System at 111 8th Avenue Floor 13, New York, NY 10011-5213.
FIFTEENTH: Nothing contained in this Restated Certificate shall authorize or empower the Corporation to perform or engage in any act or practice prohibited by the General Business Law, Section 340, or other antimonopoly or antitrust statute of the State of New York.