Section A: Chapter Name
The name of this organization is the Corpus Christi Chapter of the American Society for Training and Development (Corpus Christi ASTD). The registered office of the chapter shall be located in the State of Texas.
Section B: Affiliation with the National Society
The chapter is an affiliate of the American Society for Training and Development, a non-profit educational society under Section 501 (c) (3) of the Internal Revenue Code of 1986. The Society 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: 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.
Section D: Purpose
The Chapter is organized exclusively for charitable and educational purposes within the meaning of Section 501 (c)(3) of the Internal Revenue code of 1986, as amended, and may make expenditures for one or more of these purposes. Without limiting or expanding the foregoing, the chapter’s specific purpose shall be:
Section E. Equal Opportunity
The chapter offers equal opportunity to all eligible members, regardless of race, color, creed, religion, national origin, age, gender, sexual orientation, marital status, political affiliation, veteran status, physical or mental impairment. The American Society for Training and Development Bylaws for the Corpus Christi ASTD Chapter 2 1/2/2006
Section F. Political Activities
The chapter shall not devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise, and shall not advocate or campaign for legislation or a defeat of proposedlegislation. The chapter shall not directly or indirectly participate in any political campaign (including the publishing or distribution of statements) on behalf of or in opposition to any candidate for public office.
Section A. Eligibility
Membership in the chapter is open to those 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. A chapter member in good standing is one who meets the requirements for membership, and whose dues are paid for the membership year.
Section B. Dues
Dues, fees, and terms of chapter membership will be set by the Board of Directors.
Section C. Suspension or Termination of Membership
The Board of Directors may, by a two-thirds vote of those present, suspend or terminate the membership of any individual for non–payment of dues or monies owed the chapter, or for actions or behavior in violation of these bylaws or deemed detrimental to the best interests of the chapter.
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 shall be mailed to board members and the member concerned at least twenty 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 5 chapter members in good standing.
Before enaction of suspension or termination, the member will have an opportunity to be heard by the Board of Directors.
Section A. 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 The American Society for Training and Development Bylaws for the Corpus Christi ASTD Chapter 3 1/2/2006 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 B. Board of Directors Responsibility Descriptions
The Board of Directors will consist of not less 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. The Board of Directors shall continue in office until successors are duly installed. The Board of Directors shall include:
All Vice Presidents/Directors will have position descriptions approved by the Board, listing the duties and responsibilities of each position. Position descriptions will be made available to chapter members and potential Board members at least 30-days prior to scheduled elections.
Section C. Responsibilities
The President is responsible for managing the chapter in accordance with these Bylaws and the laws of the State/Commonwealth of Texas. Additional responsibilities and Duties are listed in the Corpus Christi Chapter Job Description file.
The President–Elect acts for the President in the President's absence. The President–Elect serves as the chair of the Nominating Committee and facilitates planning in preparation for term as President. The PresidentElect performs other duties as requested by the President. Additional responsibilities and Duties are listed in the Corpus Christi Chapter Job Description file.
The immediate Past President acts for the President and/or PresidentElect when either/or both are absent from Chapter meetings, Board meetings, or committee meetings. Additional responsibilities and Duties are listed in the Corpus Christi Chapter Job Description file. The American Society for Training and Development Bylaws for the Corpus Christi ASTD Chapter 4 1/2/2006
The Treasurer is reports the financial condition of the chapter at regular scheduled meetings of the Board and at other times when called upon by the president. Additional responsibilities and Duties are listed in the Corpus Christi Chapter Job Description file.
Director–At–Large is responsible for special projects assigned by chapter president.
Responsibilities and Duties for the following positions are listed in the Corpus Christi Chapter Job Description file if the position is filled.
Section D. Qualifications
Persons seeking to serve on the Board of Directors must be chapter members in good standing as specified in these bylaws. Board members must maintain membership in the ASTD National Society.
Section E. Terms
Except for President–Elect Board members shall be elected annually to serve terms of one (1) year or until their successors are chosen. The President–Elect holds offices for three (3) years in the following progression:
Vice Presidents/Directors may stand for re-election to the same office, but cannot hold the same position for more than two consecutive terms.
Section F. Conduct of Chapter Business
A majority of members of the Board of Directors shall constitute a quorum at any meeting of the Board. Should a quorum not be present, those members present may adjourn from time to time until a quorum is present.
The act of the majority of Board members present at a meeting where a quorum is present shall be the act of the Board unless a greater proportion is required by law or by these bylaws. The American Society for Training and Development Bylaws for the Corpus Christi ASTD Chapter 5 1/2/2006 Board members may cast proxy votes for absent Board members.
Section G. Meetings
The Board of Directors will meet at least quarterly. The date of Board meetings will be posted at least 10 days in advance, and the exact time and place of all Board meetings will be announced to all Board members at least 7 days in advance of the meeting.
Section H. Attendance
Failure to attend 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 I. Removal
The Board of Directors may, by three-fourths vote of the full Board, suspend or terminate a member of the Board for actions or behavior in violation of these bylaws, or which are deemed detrimental to the best interests of the chapter.
Suspension or termination of board members will be considered at a regularly scheduled meeting of the Board of Directors. Written notice of, and rationale for, proposed suspension or termination shall be mailed to Board members and the individual concerned at least twenty days prior to the meeting.
Any motion for suspension or termination must be made by a board member, based on personal knowledge, official chapter records, or statement signed by no fewer than five chapter members in good standing.
Before action of suspension or termination, the board member will have an opportunity to be heard by the Board.
Section J. 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.
Should the office of President be vacated, the President–Elect will assume the position and its responsibilities. If both the offices of President and President–Elect become vacant simultaneously, the Treasurer 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 A. Nominating Committee
The President–Elect will form a Nominating Committee with the approval of the Board of Directors. The Nominating Committee will have no fewer than 4 members, and will include the President–Elect and 2 chapter members in good standing not currently serving in elected positions.
The Nominating Committee will seek the input of the Board of Directors and will present a slate of qualified candidates to the membership at least 30 calendar days prior to the end of the current Board terms.
Section B. Voting
Board members will be elected by a majority of chapter members voting.
A financial review will be conducted annually at the end of the fiscal year or more frequently if circumstances dictate, by the Financial Review Committee, with findings reported to the Board of Directors. Fiscal year shall run from January 1st through December 31st.
A full external audit conducted by a qualified accountant is mandated every two years, and may be undertaken more frequently if circumstances dictate.
Results of the financial reviews and audits will be published and made available to the chapter membership as soon as is practicable, but no later than (90 days into the following fiscal year).
The Financial Review Committee shall consist of the President–Elect, the Past President, and one chapter member in good standing who has not served as a Board member during the past year.
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.
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 25% of chapter members in good standing.
The call for a special meeting must specify the reason for the meeting. Business at the special meeting will be limited solely to the topic specified. Notification will be made to all chapter members at least 10 business days prior to the meeting.
Twenty–five percent (25%) of chapter members in good standing will constitute a quorum required for the conduct of business at a special meeting.
The President shall preside at a Special Meeting of the chapter; unless the President has a conflict of interest regarding the reason such a meeting has been called. In that case, the body calling the Special Meeting (the Board or chapter members) shall select an individual to preside at the meeting by majority vote.
A majority vote of chapter members present will be sufficient to carry a motion, provided that such a motion complies with these Bylaws. The minutes of a special meeting will be published or made available to all chapter members.
The Board of Directors may seek and maintain such indemnification to the fullest extent available under the laws of the State of Texas to protect the chapter, chapter members, board members, officers, employees, and agents.
Amendments to these bylaws may only be initiated by the Board of Directors or by a petition signed by at least 25% of chapter members in good standing.
Notice of any potential change must be published and distributed to the membership at least thirty calendar daysprior to voting on such measures.
Amendments must be approved by a majority of chapter members in good standing voting by mail ballot or at a duly called meeting.
Notice of approved changes to these Bylaws shall be published or distributed to all chapter members no later than sixty days following adoption.
The chapter may be dissolved by a vote of two-thirds of chapter members in good standing. Upon dissolution of the chapter, and after all of its liabilities and obligations have been paid, satisfied and discharged, or adequate provisions made therefore, all of the chapter’s remaining assets shall be distributed to one or more organizations that are organized and operated exclusively for charitable purposes within the meaning of The American Society for Training and Development Bylawsfor the Corpus Christi ASTD Chapter sections 501(c) (3) and 170 (c) (2) (B) of the Internal Revenue code of 1986, as amended.