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Chapter Bylaws Article I - Name and Purpose Article II - Membership Article III - Board of Directors Article IV – Executive Committee Article V – Nominating Committee Article VI - Meetings Article VII - Financial Review and Audit Article VIII - Amendment and Modification of Bylaws Article IX - Dissolution of Chapter and Liquid Assets Article I - Name and Purpose Section A. Chapter Name The name of this organization is the Fort Worth/Mid-Cities, Association for Talent Development. The registered office of the Chapter shall be located in the State of Texas. The Chapter is a Corporation, incorporated in the State of Texas for charitable purposes as authorized by the TNPCA (Texas NonProfit Corporation Act). The Corporation is intended to qualify as exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code. Section B. Affiliation with the Association for Talent Development The Chapter is an affiliate of the Association for Talent Development, a non-profit educational society under Section 501 (c)(3) of the Internal Revenue Code of 1986 as amended. The Association and its Chapters are not organized for profit, and no part of their net earnings shall benefit any member or private individual, except for payment or reasonable compensation for services rendered. Section C. Purpose The Chapter is organized exclusively for charitable and educational purposes and to make expenditures for one or more of these purposes. Without limiting or expanding the foregoing, the purpose s chapter is specified here. The purpose of the Chapter is to:
Section D. Mission The mission of the Fort Worth/Mid-Cities ATD Chapter is to foster the professional growth of our members and the growth of the training and development profession. The Chapter will provide a cordial, welcoming atmosphere for our members and guests. The meetings and subgroups will provide a place where participants may “create connections.” These connections may take a variety of forms:
Section E. Equal Opportunity The Chapter offers equal opportunity to all persons eligible for membership, regardless of race, color, creed, religion, national origin, age, gender, sexual orientation, marital status, political affiliation, veteran status, physical or mental challenge. Section F. Political Activities The Chapter shall not devote significant activities to attempting to influence legislation by propaganda or otherwise, and shall not advocate or campaign for legislation or a defeat of proposed legislation. The Chapter shall not directly or indirectly participate in, including the publishing or distribution of statements, any political campaign on behalf of or in opposition to any candidate for public office. Article II - Membership Section A. Eligibility Membership in the Chapter is open to those persons who have interests or responsibilities in training, human resource development, workplace learning and performance; are interested in advancing the objectives of the Chapter and the Society; and subscribe to and are qualified under these Bylaws. Section B. Membership Membership will be for oneyear starting upon receipt of payment of dues and continue until the last day of that same month in the following year. Any person desiring membership shall complete an application form and submit it with dues to the Chapter Manager, Vice-President of Membership of Growth, or ATD. There are three types of membership:
The Board will determine and approve the benefits for members. The Board will review the benefits and fees annually. Section C. Membership in Good Standing A Chapter Member in Good Standing is defined as one who meets the requirements for membership, and whose dues are paid for the membership year (12 months). Section D. Dues The Board of Directors will set dues, fees, and terms of Chapter membership. Individual Chapter membership is nontransferable, with the exception of corrections to enrollment recording errors or by the request of the member to relocate, whereby transfer may be made to another Chapter. Corporate sponsors’ memberships are transferable and may be assigned to whomever the company designates. Section E. Suspension or Termination of Membership Sub-Section E.1 Termination for Non-Payment of Dues Any membership may automatically be terminated for non-payment of dues and will be removed from the active member roster. Sub-Section E.2 Other Action to Terminated or Suspended Membership The Board of Directors, by a two-thirds vote of the quorum present, may suspend or terminate the membership of any individual for Section F. Actions Other than Non-payment of Dues Suspension or termination of membership will be considered at a regularly scheduled meeting of the Board of Directors. Written notice of, and rationale for, proposed suspension or termination will be mailed to Board members and the member concerned at least twenty (20) days prior to the meeting. Any motion for suspension or termination must be made by an elected Board member, based on personal knowledge, official Chapter records, or a statement signed by no fewer than five (5) Chapter members in good standing. Before any action of suspension or termination, the member will have an opportunity to be heard by the Board of Directors. Article III - Board of Directors Section A. Governance and Management of Chapter The Chapter shall be governed and managed by a Board of Directors elected by the membership. The Board of Directors shall set policies within the limits prescribed by these Bylaws. The process for nomination and election of Board members shall be specified in the Operational and Organizational Manual. Section B. Board of Directors The Board of Directors will consist of not fewer than five (5) and not more than eleven (11) individuals elected from among Chapter Members in Good Standing as specified in Article II of these Bylaws plus the President, President-Elect, Past President, and Chapter Manager. The Voting Members of the Board of Directors shall be known as “Officers” and are defined as the President, President-Elect, Past President, Chapter Manager, and Vice Presidents of various functions which could change as the Chapter’s needs change. Director of committee will be approved by the board. The Officers comprising the Board of Directors shall continue in office until successors are duly installed. The titles for these Officers and their functions are defined in the Operational and Organizational Manual consisting of a visual organizational chart with corresponding position descriptions. The Officers’ job descriptions will be made available to all Chapter members at least 30 days prior to scheduled election. Section C. Qualifications Persons seeking to serve on the Board of Directors must be Chapter Members in Good Standing as specified in these Bylaws. Board members are to maintain membership in the ATD. Section D. Duties and Responsibilities The management of the affairs of the Chapter shall be vested in the Board of Directors. It shall be the duty of the Board to carry out the objectives and purposes of the Chapter, and to this end it may exercise all powers of the Chapter. The duties of the Board shall include: establishing policy for the operation of the Chapter; approving the strategic plan, the annual plan, and the budget; approving categories of membership; authorizing new committees of the Chapter; and performing other functions as appropriate for the Board of Directors. Section E. Board Terms Board members shall be elected to serve a term of twelve (12) months of the calendar year, January to December. Board members may stand for re-election to the same Board position only once. The completion of a vacated term shall not count as a portion of the two terms a Board member may hold in a same position. A person is eligible to hold the same the position for two years after two years of not holding that position. Section F. Board Vacancies When a vacancy occurs for a Board position, the President may, with the approval of the majority of the Board of Directors, appoint a replacement from among Chapter Members in Good Standing to serve the balance of the term. Section G. President Should the office of President be vacated, the President-Elect will assume the position and its responsibilities. This means that the President-Elect’s term as President will be for the remainder of the vacated office plus their term as President. The office of President-Elect shall remain vacant until the regular election. Section H. President and the President-Elect Vacancies If both the offices of President and President-Elect become vacant simultaneously, the Chapter Manager will convene the Board of Directors to select a member of that body to assume the duties and responsibilities of the President until a special election by the membership can be held. Approval of an interim President will require a majority vote of the Board of Directors. Section I. Board Meetings The Board of Directors may meet monthly but must meet a minimum of once a quarter. The date of Board meetings will be announced at least fourteen (14) days in advance, and the exact time and place of all Board meetings will be announced to all Board members at least fourteen (14) days in advance of the meeting. Board policies and procedures, as adopted or amended, will be compiled in the Operational and Organizational Manual. Section J. Dues The Board of Directors will be offered discounted dues decided by the Board of Directors. Board Officers may also enjoy a reduction in ATD dues. Committee members that serve the Board of Directors will also be offered a discount decided by the Board of Directors. These rates will be noted in the Operational and Organizational Manual. Section K. Conduct of Chapter Business
Failure to attend three (3) consecutive and duly called meetings of the Board of Directors will be sufficient cause for the Board to consider replacing a Board member under the provisions of these Bylaws. Section M. Board Member Ethics Members of the Fort Worth/Mid-Cities ASTD Board of Directors are responsible for practicing ethical conduct. Members of the Fort Worth/Mid-Cities ASTD Board shall:
The fiscal and administrative year of the Chapter shall extend from January 1 through December 31 of the calendar year. Section P. Committees & Professional Development In addition to committees specified in these Bylaws, committees may be established or disbanded by the Board of Directors. Committees are subject to the oversight and direction of the Board or those authorized by that body. Sub-Section P.1 Committees Committee - To the extent it is practical and feasible, Officers may organize Committees and may be chaired by a Director who is member Sub-Section P.2 Professional Development Networks Professional Development Networks shall consist of three or more Chapter members who share a common interest in a particular field Section Q. Indemnification The Board of Directors may seek and maintain such indemnification to the fullest extent available under the laws of the State/Commonwealth of Texas to protect the Chapter, Chapter members, Board members, Officers, employees, and agents. Article IV – Executive Committee Section A. Executive Committee The Chapter shall, as a minimum, elect not fewer than three (3) Officers who will form the Executive Committee. Officers comprising the Executive Committee shall be:
The three officers serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors. The Operational and Organizational Manual will be reviewed annually by the Executive Committee, and updated and improved as needed to ensure that the Chapter is organized and operating efficiently and effectively. Article V – Nominating Committee Section A. Nominating Committee The President-Elect will form a Nominating Committee with the approval of the Board of Directors. The Nominating Committee will consist of the President-Elect as chair, the Past President, and at least one Chapter Member in Good Standing not currently serving in elected positions with no more than three Chapter Members in Good Standing not currently serving in elected positions. Section B. Slate of Candidates The Nominating Committee will seek the input of the Board of Directors and will present a slate of qualified candidates for board officers to the membership at least 30 calendar days prior to the end of the current Board terms. Section C. Election Board members will be elected by a majority of at least 10% of current Chapter Members in Good Standing voting during the last month of the fiscal year. Article VI - Meetings Section A. Regular Meetings Regular monthly meetings of the Chapter will be held on a date decided by the Board of Directors. Section A.A Annual Membership Meeting The annual membership meeting shall be held in the last month of the fiscal year. A minimum of 10% of membership is required for a quorum. Section B. Special Meetings Special meetings of the Chapter may be called by the President, the Board of Directors, or upon the receipt of a petition signed by at least ten percent (10%) of Chapter Members in Good Standing.
Article VII - Financial Review and Audit Section A. Financial Review A financial review of Chapter financial records will be conducted annually or more frequently if circumstances dictate, by the Financial Review Committee, with findings reported to the Board of Directors. The review will align with the CORE requirements from ATD. Section B. External Review An external financial review conducted by a competent third party, approved by the Board, will be conducted every three years, or may be undertaken more frequently if circumstances dictate. After reviewing Chapter financial records, the competent third party will be requested to sign a statement confirming that the Chapter financial records have been reviewed and are in order, or what corrections should be made to return the Chapter to a transparent fiscal state in accordance with General Accepted Accounting Principles (GAAP). The Board can choose, by a majority vote of the Board, or directed by law, to have a CPA conduct a full financial audit of the chapter. Section C. Results of Reviews and Audits Results of the financial reviews and audits will be distributed to the Chapter membership as soon as completed but no later than sixty (60) days following the audit. Section D. Financial Review Committee The Financial Review Committee shall consist of the President-Elect, the President, and at least one but no more than three Chapter Members in Good Standing that have not served as Board members for at least two years. The Chapter Manager shall not be eligible to serve on the Financial Review Committee, but will provide the committee and/or an independent auditor with any and all records necessary to complete a review and/or audit of Chapter financial records. Article VIII - Amendment and Modification of Bylaws Section A. Amendment Process Amendments and/or modifications to the bylaws may be initiated by the Board of Directors, the Executive Committee, or by a petition signed by at least 10% of Chapter Members in Good Standing. Section B. Notification of Proposed Amendment Notice of any potential change must be distributed to the membership at least 30 calendar days prior to voting on such measures. Distribution may be by internet and/or paper. Section C. Approval of Proposed Amendment Amendments and/or modifications of the bylaws must be approved by majority of Chapter Members in Good Standing present and the voting method will be decided by the Board of Directors. Voting will occur at a special meeting. A regular Chapter meeting may be designated as a special Chapter meeting by the President of the Board of Directors. Section D. Notification of Approved Amendment Notice of approved changes to these bylaws shall be distributed to all Chapter members no later than 60 days following adoption. Distribution may be by internet and/or paper. Article IX - Dissolution of Chapter and Liquid Assets The Chapter may be dissolved by a vote of two-thirds of Chapter Members in Good Standing. Upon dissolution of the Chapter, all of its liabilities and obligations will be paid, satisfied and discharged, or adequate provisions made. If the Chapter has any remaining assets, they shall be distributed to one or more organizations that are organized and operated exclusively for charitable purposes within the meaning of sections 501(c)(3) and 170 (c)(2)(B) of the Internal Revenue code of 1986, as amended. The one or more organizations to received donations will be approved by the Board of Directors by majority vote. |