International Code Council Board Proposes Amendment to the Code Council Bylaws and Certificate of Incorporation for Membership Consideration and Approval

This year, the International Code Council Board of Directors presents Amendment 2025-1, which amends the ICC Bylaws and Certificate of Incorporation, for ICC voting member consideration and approval. 

This proposed amendment is the result of membership feedback from the 2024 Annual Business Meeting (ABM) proposal, along with extensive consideration and discussion by the Board of Directors and the Bylaws Committee, and we recommend that at this year’s Annual Business Meeting in Cleveland, Ohio, the membership take action to strengthen the organization’s governance policies. 

Amendment 2025-1 allows for the removal of a director from the Code Council Board of Directors “for cause,” and the amendment explains the rare and serious situations in which removal may be necessary. The Bylaws Committee, after discussion with fellow Board members and consultation with the Code Council’s internal and external legal counsel, recommended that the Board of Directors propose Amendment 2025-1 for Code Council membership consideration. 

Addressing member concerns, Amendment 2025-1 provides further clarity and limitations, especially regarding what constitutes “for cause” removal. We have also worked to give members clearer context and real-world examples to explain why this matters. 

The Board of Directors unanimously approved the proposed amendment, which will be included as part of the 2025 ABM Notice, and now unanimously recommends membership approval thereof. 

Here is a summary of the proposed amendment: 

AMENDMENT 2025-1 

Amendment 2025-1 is a combination of proposed amendments to both the ICC Bylaws and Certificate of Incorporation. 

• Amendment 2025-1 proposes that a director that has been declared of unsound mind by a final court order automatically forfeits their Board seat and grants the ICC Board of Directors the ability to remove a director “for cause” in extreme and rare situations. A “for cause” circumstance is limited to a director’s felony charges or crimes of moral turpitude, gross negligence or intentional misconduct that negatively affects the organization, or breaches of the legal fiduciary duties imposed on all Board members. 

• A removal action contemplated under Amendment 2025-1 requires a supermajority vote by 15 of 18 directors (a 5/6th threshold), meaning nearly unanimous agreement among board members. This high threshold ensures that removal can only happen when there is a broad consensus that there is a compelling reason for removal. Additionally, a director facing possible removal is entitled to receive written notice and an opportunity to be heard by the Board before any final action. This ensures fairness and transparency.   

• Amendment 2025-1 is not about removing someone for making unpopular decisions. It is about having a defined process to address potential misconduct or intentional breaches of legal responsibilities by a director. 

• Voting members still retain the same rights to elect and remove Board members in accordance with the existing Bylaws. Amendment 2025-1 simply allows the Board to act in urgent situations where waiting could damage the Code Council or its reputation. 

The Board of Directors unanimously recommends the approval of Amendment 2025-1. Should you have any questions about this proposed amendment or the Code Council Bylaws or Certification of Incorporation generally, please reach out to Will Coffman, Deputy General Counsel, at wcoffman@iccsafe.org.  

As always, we appreciate your commitment to the governance of the Code Council and very much look forward to seeing you in Cleveland for this year’s Annual Conference. 

Sincerely, 

David Spencer, President 

The Code Council Board of Directors