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Bylaws

The International Function Point Users Group was organized in 1986, and incorporated March 28, 1988 in Westerville, Ohio.


These Bylaws were adopted September 22, 1987 and Amendments have been made:  

  • July 15, 1990
  • April 3, 1991
  • April 23, 1993
  • April 28, 1995
  • April 12, 1996
  • February 16, 1998
  • and Addendum A added – November 27, 1998
  • September 2001
  • September 2002


Article I – Name

Section 1
The name of the association shall be International Function Point Users Group, Incorporated.

Section 2
The principal office of the association shall be at a location determined by the Board of Directors.

Article II – Definition

Section 1
Function Point measurement is a method of characterizing the size and complexity of applications, based on the amount of function delivered to the users.

Article III – Purpose

The purposes of this association shall be: 

To promote and encourage the use of the Function Point Analysis and other software measurement techniques through the following value added services: Member Services, Conference Services, Education Services, Function Point Counting Practices and Professional Certification, Research Studies.

To cooperate with other organizations, especially those having similar interests and purposes.

To promote the general good and welfare of the members of this association and its purposes. 

To conduct or engage in all lawful activities in furtherance of the foregoing purposes, or incidental thereto. 

Article IV – Membership

Section 1 – Regular
Any person, firm, or corporation engaged in the use of Function Point measurement or other software measurement techniques is eligible to become a Regular member of this association.

Section 2 – Affiliate
Any formally established organization which conforms with and subscribes to the terms and conditions set forth in the association’s Affiliate Member Policies is eligible to become an Affiliate member of this association. Affiliate members shall be entitled to all of the rights and privileges of Affiliate Members, as approved by the Board of Directors.

Section 3 – Voting Representative
Each member shall appoint and certify to the Secretary of the association a person to be its representative in the association and who shall vote, and act for the member in all the affairs of the association.

Section 4 – Election of Members
Any person, firm or corporation eligible for membership under these bylaws may be elected to membership on written application.

Section 5 – Duration of Membership and Resignation
Membership in this association may terminate by voluntary withdrawal as herein provided, or otherwise in pursuance of these bylaws. All rights, privileges, and interest of a member in or to the association shall cease on the termination of membership. Any member may, by giving written notice of such intention, withdraw from membership. Such notice shall be presented to the Board of Directors at its next succeeding meeting. Withdrawals shall be effective upon fulfillment of all obligations to the date of withdrawal.

Section 6 – Suspension and Expulsion
Any membership may be suspended or terminated for cause. Sufficient cause shall be violation of the bylaws or any lawful rule or practice duly adopted by the association, or any other conduct prejudicial to the interests of the association. Suspension or expulsion shall be by two-thirds vote of the Board of Directors; provided that a statement of the charges shall have been sent by certified or registered mail to the last recorded address of the member at least twenty (20) days before final action is taken thereon. The statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which the charges shall be considered and the member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to such charges before action is taken thereon.

Article V - Dues

Section 1
The annual dues shall be determined by the Board of Directors.

Section 2
Members who fail to pay their dues within sixty (60) days from July 1, shall be notified by the Secretary, and, without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership; provided that the Board of Directors may by rule prescribe procedures for extending the time for payment of dues and continuation of membership privileges upon request of a member and good cause shown.

Article VI – Meetings

Section 1 – Annual – There shall be an annual meeting of the association that coincides with the Annual Conference, unless otherwise ordered by the Board of Directors, for election of members of the Board of Directors, for receiving the annual reports, and the transaction of other business. Notice of such meeting shall be mailed to the last recorded address of each member at least thirty (30) days before the time appointed for the meeting.

Section 2 – Special
Special meetings of the association may be called by the President or the Board of Directors, or shall be called by the President upon the written request of one-third of the members of the association. Notice of any special meeting shall be mailed to each member at his last recorded address at least fifteen (15) days in advance, with a statement of time and place and information as to the subject or subjects to be considered.

Section 3 – Quorum
Fifty (50) percent of the members present at any meetings of the association shall constitute a quorum, and, in case there be less than this number, the presiding officer may adjourn the meeting from time to time until a quorum is present.

Section 4
The order of business at meetings shall be determined by the President.

Section 5
The order of business may be altered or suspended at any meeting by a major majority vote of the members present. The usual parliamentary rules as laid down in “Robert’s Rules of Order” shall govern all deliberations, when not in conflict with these bylaws.

Article VII – Board of Directors

Section 1
The Board of Directors shall have supervision, control and direction of the affairs of the association, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 2
The Board of Directors shall be composed of nine (9) elective Directors.

Section 3
At each annual meeting, Directors will be elected to replace those Directors whose terms expire October 31 of the current year. Directors shall be elected for a term of three years. Any Director shall be eligible for reelection. In the event a Director is elected to the office of Vice President after serving the first one (1) or two (2) years of a three (3) year term, the said director shall be automatically reelected to such additional years as may be necessary to succeed to the offices of President and Immediate Past President, in accordance with Article VIII, Section 1. Directors shall begin their terms on November 1 of the year they are elected and shall continue in office until their successors shall be duly elected and qualified, or unless they resign, are removed, or are otherwise unable to fulfill an unexpired term.

Section 4 – Meetings
Except that the Board shall have a regular meeting at the time and place of the annual meeting, the Board shall meet upon call of the President at such times and places as he may designate, and shall be called to meet upon demand of a majority of its members. Notice of all meetings of the Board of Directors shall be sent by mail or electronic media to each member of the Board at his last recorded address at least ten (10) days in advance of such meetings.

Section 5 – Quorum
A majority of the whole Board shall constitute a quorum at any meeting. Any less number may adjourn from time to time until a quorum be present.

Section 6 – Absence
Any member of the Board of Directors unable to attend a meeting shall, in a letter addressed to the President or Secretary, state the reason for his absence. If a Director is absent from two (2) consecutive meetings for reasons which the Board has failed to declare to be sufficient, his resignation shall be deemed to have been tendered and accepted.

Section 7 – Compensation
Directors as such shall not receive any compensation for their services as Directors, but the Board may by resolution authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses by designated officers of the association. Nothing herein shall preclude a Director from serving the association in any other capacity and receiving compensation for such services.

Section 8 – Resignation or Removal
Any Director may resign at any time by giving written notice to the President, the Secretary, or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President or the Board. Any Director may be removed by a majority vote of the Directors at any regular or special meeting at which a quorum is present.

Section 9 – Vacancies
Any vacancies that may occur on the Board by reason of death, resignation, or otherwise may be filled by a member for the unexpired term, upon a majority vote of the Board of Directors.

Section 10 – Professional Services
The Board of Directors may authorize the officers to employ professional service firms and individuals to assist them in carrying out the business of the association. This category shall include but not be limited to accountants, administrators, attorneys, consultants, et cetera.

Section 11 – Association Management
The Board of Directors may contract with an association management company, an employee of which shall have the title of Executive Director. The Executive Director shall be the chief administrative officer of the association responsible for all administrative functions. He shall manage and direct all activities of the association as prescribed by the President with the advice and consent of the Board of Directors.

Section 12 – Delegation
Such duties of the officers as may be specified by the Board of Directors may be delegated to the Executive Director or a designated member of his staff.

Section 13 – Bonding
At the direction of the Board of Directors, any officer, contractor or agent of the association shall furnish, at the expense of the association, a fidelity bond, in such a sum as the Board shall prescribe.

Article VIII – Officers

Section 1
The elective officers of this association shall be a President, Vice President, Secretary, Treasurer, and Immediate Past President. They each shall hold their respective office until a successor is available. The Vice President shall automatically be elected to succeed the President. The President shall automatically be elected to assume the office of Immediate Past President. The Secretary and Treasurer shall be elected annually. The Vice President shall be elected biennially (i.e., every two years). Election shall be by ballot of the Board of Directors at the regular Board meeting held at the time of the association's Annual Meeting, and a majority of the votes cast shall elect.

Section 2
Each elected officer shall take office effective November 1. The Treasurer and Secretary shall each serve for a term of one(1) year, or until a successor is duly elected and qualified. The Vice President and President, who automatically move to the Presidency and Immediate Past President positions, respectively, shall assume the duties of those offices effective November 1. Effective November 1, 2001 and thereafter, the Vice President, President and Immediate Past President shall serve for a term of two(2) years or until a successor is duly elected and qualified. No officer holding a two-year term is permitted to serve on a Standing Committee or Task Group.

Section 3
Vacancies in any office may be filled for the balance of the term thereof by the Directors at any regular or special meeting.

Section 4 – President
The President shall be the principal elective officer of the organization, shall preside at meetings of the association and of the Board of Directors and of the Executive Committee, and shall be a member ex-officio, with right to vote, of all committees except the Nominating Committee. He shall also, at the annual meeting and at such other times as he shall deem proper, communicate to the association or to the Board of Directors such matters and make such suggestions as may in his opinion tend to promote the welfare and increase the usefulness of the association, and shall perform such other duties as are necessarily incident to the office of President or as may be prescribed by the Board of Directors.

Section 5 – Vice President
The Vice President shall, in the absence of the President from any meetings of the association, preside in the President’s stead. In the event of the President’s inability to remain in office for any reason, the Vice President shall exercise all of the President’s authority and duties for the unexpired portion of the President’s term.

Section 6 – Treasurer
The Treasurer shall keep an account of all moneys received and expended for the use of the association, and shall make disbursements authorized by the Board and approved by the Executive Director and such other officers as the Board may prescribe. He shall deposit all sums received in any federally insured financial institution, approved by the Board of Directors, and shall make a report at the annual meeting or when called upon by the President. He may also make investments of surplus funds in such instruments and securities as are approved by the Board of Directors. The funds, books, and vouchers in his hands shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection by the Board of Directors.

Section 7 – Secretary
The Secretary shall maintain accurate records of all members of the association, give notice of membership suspension or expulsion, give notice of and attend all meetings of the association, make and keep a record of all proceedings, attest documents and perform such other duties as are usual for such official or as may be duly assigned to him.

Article IX – Committees

Section 1
The President, subject to the approval of the Board of Directors, shall annually appoint such standing, special, or subcommittees as may be required by the bylaws or as he may find necessary.

Section 2 – Executive Committee
The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President and Executive Director. They may exercise the powers of the Board of Directors when the Board is not in session, reporting at the succeeding Board of Directors meeting any action taken. Four (4) members, not including the Executive Director, shall constitute a quorum for the transaction of business. Four affirmative votes, not including that of the Executive Director, shall be required to approve any action. Meetings may be called by the President or by any four (4) members of the Executive Committee.

Section 3 – Nominating Committee
At least ninety (90) days before the annual meeting, the Board of Directors shall appoint a Nominating Committee of three (3) persons to nominate candidates for the Board of Directors. The committee shall notify the Secretary, in writing, at least thirty (30) days before the date of the annual meeting, of the names of the candidates it proposes, and the Secretary shall mail a copy thereof to the last recorded address of each member at least twenty (20) days before the annual meeting.

Section 4 – Independent Nominations
Nominations for Directors may also be made by Voting members of the association, if received by the Chairman of the Nominating Committee at least sixty (60) days prior to the annual meeting of the association for transmittal by him to the members.

Section 5 – Ballot
At least ninety (90) days before the annual meeting, the President shall appoint a Nominating Committee of three (3) persons; the Vice President, the Immediate Past President, and an IFPUG member at-large. The Immediate Past President shall serve as Chair of this Committee.

A call for nominations form for the IFPUG Board shall be mailed to IFPUG members at least ninety (90) days prior to the Annual Meeting. This form must be completed and received at the IFPUG office at least sixty (60) days prior to the Annual Meeting. Persons wishing to serve on the IFPUG Board must meet the eligibility requirements as set forth in addendum A.

The Nominating Committee shall prepare a slate of candidates to encourage a maximum number of participants. The slate of candidates shall exceed the number of available positions by at least 2 candidates. A ballot will be forwarded to every member of IFPUG at least thirty (30) days prior to the Annual Meeting.

Mail ballots must be returned to the IFPUG office at least seven (7) days prior to the Annual Meeting. Representatives shall be elected annually to the Board of Directors, so as to maintain 9 members of the board.

Newly elected board members will be announced during the Annual Business Meeting by the Immediate Past President.

Article X – Mail Vote

Section 1
Whenever, in the judgment of the Board of Directors, any question shall arise which it believes should be put to a vote of the membership and when it deems that it is not expedient to call a special meeting for such purpose, the Directors may, unless otherwise required by these bylaws, submit such a matter to the membership in writing by mail for vote and decision, and the questions thus presented shall be determined according to a majority of the votes received by mail within thirty (30) days after such submission to the membership, provided that in each case votes of at least one-third of the members shall be received. Any and all action taken in pursuance of a majority mail vote in each case shall be binding upon the association in the same manner as would be action taken at a duly called meeting.

Article XI – Fiscal Year

The fiscal year shall commence on the first day of July and shall end on the last day of June.

Article XII – Seal

The association shall have a seal of such design as the Board of Directors may adopt.

Article XIII – Indemnification

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

Article XIV – Dissolution

The association shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed, to the members of the association. On dissolution of the association any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Article XV – Amendments

Upon proposal by the Board of Directors, these bylaws may be amended, repealed, or altered, in whole or in part: (a) by a majority vote at any meeting of the association, provided that a copy of any amendment proposed for consideration shall be mailed to the last recorded address of each member at least thirty (30) days prior to the date of the meeting; or (b) approval of the members through mail vote in accordance with the provisions of Article X.

Article XVI – Miscellaneous

All references contained in these bylaws to “he,” “him,” or “his,” also refer to “she,” “her,” -or “hers” where appropriate.

IFPUG Nomination Requirements (for Board Elections)
Addendum to the Bylaws
January 1998

All nominees for positions on the IFPUG Board of Directors shall meet all of the following requirements:  Must be one of the following:

  • a current IFPUG individual member,
  • an employee of a current IFPUG corporate member,
  • an IFPUG voting contact of an Affiliate I, 
  • a current IFPUG individual or corporate member who is also a member of an Affiliate II,
  • or 
  • a current IFPUG individual or corporate member who is also a member of an Affiliate Chapter,

and must be nominated by a current IFPUG member.

Must have served in one of the following volunteer capacities for a period of at least one year out of the past three:

  • Established IFPUG committee, 
  • IFPUG Task force, 
  • IFPUG Board of Directors, 
  • Board of Directors appointed assignment.

(Note this ensures board members will have knowledge of committee operations.)

Because the operational language of IFPUG is English, nominees must be functionally literate in English.

Must be ready, willing and able to commit to the travel and leadership responsibilities of serving on the board, including attendance at board meetings, and board conference calls. 
 Must be able to commit to the timely completion of assignments as a part of the IFPUG board, and fully endorse and adhere to IFPUG’s committee guidelines as a member of the board.

Must be committed to the mission and goals of IFPUG and willing to endorse the latest release of the IFPUG CPM as the preferred method of functional sizing.

Must sign an affirmation of IFPUG’s charter and By-laws, and copyright agreement.

These requirements apply to all write-in candidates, nominations sent to the nominating committee or nominating committee recommended candidates running for the IFPUG board.