IIBA Bylaw Update

At this year’s Annual General Meeting (AGM), the board is asking IIBA members to approve updates to the association's bylaws.

Here's everything you need to know about the changes.

 

Why Does IIBA Have Bylaws?

Much like a corporation’s articles of incorporation, bylaws are essential for defining how IIBA operates as a Canadian not-for-profit association and how it’s recognized as a legal entity. From leadership roles to membership rules, bylaws are the foundation that ensures transparency, accountability, and alignment with best practices.  

When IIBA first started, our passionate group of business analysis professionals had little experience drafting bylaws! Some of the association’s earliest members will likely recall the “learn as you go” approach during those formative years. To meet legal requirements, we hired a law firm to draft the association’s first set of bylaws, using a template that couldn’t fully anticipate IIBA’s potential and future growth.

Over time, as IIBA grew and matured, small adjustments were made along the way. I say “adjustments” because those changes were more about minor updates than major revisions—we wanted to be careful not to disrupt a rapidly growing organization.

Now, with more than 20 years of experience and a much clearer understanding of best practices, the board has conducted a full review of the bylaws—which haven’t been updated since 2017. This review has led to proposed updates that align with our growth and reflect the current needs of IIBA and its community.

What’s in the Bylaws?

The bylaws outline how the association is run (by a CEO); how the association is governed (by a board of directors); and how membership is granted and maintained (membership fees, annual general meetings, etc.).

Quite a bit of the bylaws include details about board directors; how they are elected, the length of their terms, appointment options between elections, and how directors could be removed (failure to perform duties, going into bankruptcy, voluntary retirement, death, etc.). They describe when and how board meetings should take place, what committees the board will have, and the roles of the chair, vice chair, secretary, and treasurer.

The bylaws also cover member voting procedures, director accountability, and logistical details that keep IIBA functioning as a trusted, professional organization.

What’s Changing in This Update?

This year’s review recommends a comprehensive refresh of the bylaws, introducing version eight (8). This updated version simplifies many of the articles, making the bylaws clearer and more concise.

The best part of this refresh is the elimination of outdated language, making the bylaws more relevant and inclusive. For example, previous references to gender and specific physical locations have been removed.

Take this excerpt from the old version of Article 3, “Meetings of the Members”:

The Institute shall in each year hold an annual members’ meeting at the registered office of the Institute or any other place in Canada at the date and time determined by board resolution.

Since IIBA has never had an office and holds its annual meeting virtually, this phrasing no longer makes sense. Here’s the updated paragraph:

The Institute shall in each year hold an AGM entirely by electronic means at a date and time determined by Board resolution.

Another example comes from an especially verbose description of virtual meetings in the previous bylaws:

If the Institute chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a member’s meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act.

The updated version simplifies this into clear, modern language, making the bylaws far easier to understand:

The Institute shall make available to the Members telephonic, electronic or other means of communication that permit all participants to communicate adequately with each other during a Members’ meeting.

There are also several important policy changes, which I’ve summarized below:

Previous Bylaw	Updated Bylaw
Limits members to those 18 years and older.	Removes age restrictions, allowing younger students to join.
Allows proxy voting for members who can’t attend the AGM.	Eliminates proxy voting, with all voting now conducted digitally for convenience.
Includes wording about director term limits that was confusing and inconsistent.	Clarifies term limits, capping new directors’ service to eight years.
Recognizes two unused membership categories (Ordinary and Affiliate).	Removes unused membership categories for simplicity.
Designates a board treasurer role.	Removes this role as its responsibilities are covered by the Policy Committee Chair.

Join Us at the AGM

Don’t miss this opportunity to have your say! Be a part of the exclusive AGM webcast on June 3, 2025, to stay informed and vote on key resolutions. Your involvement helps IIBA maintain strong and effective governance.

Members, register now to secure your spot.

Together, we can ensure IIBA remains a trusted, forward-thinking organization that supports business analysis professionals worldwide.

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