Proposed Amendments to ICC Bylaws and Certificate of Incorporation Approved by Voting Members

The International Code Council (ICC) is pleased to announce that Amendment 2025-1 to the ICC Bylaws and Certificate of Incorporation passed with overwhelming support.

This Amendment, which can be accessed by clicking here, 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.  The amendment also states that a board member declared of unsound mind by a final court order automatically forfeits their board seat.

Amendment 2025-1 is the result of a year’s worth of hard work by your Bylaws Committee and Board of Directors, which unanimously recommended its approval. At the 2025 Annual Business Meeting, it was approved by the ICC members present and voting.  It was then circulated via electronic ballot to all voting members for ratification and obtained 97% voter approval. President Mike Boso certified these ratification ballot results on January 12, and the updated Bylaws, accessible here, became effective on January 22, 2026.

With the approval of this Amendment, the organization now has the ability to take swift action in extreme circumstances to protect its operations, reputation, and leadership. Thanks to the membership’s ratification of this important Amendment, ICC will remain an industry leader in governance and accountability.

Should you have any questions about the Bylaws or ICC governance in general, please reach out to Will Coffman, Deputy General Counsel at wcoffman@iccsafe.org.