Proposed Bylaws
February 23, 2015
Article I: Name and Purpose
Section A: Chapter Name and Offices
The name of this organization is the Association for Talent Development Southern Connecticut Chapter. The registered office of the chapter shall be located in the State of Connecticut and serves Fairfield and New Haven counties and the surrounding areas. The web address is: www.atdscc.org.
Section B: Affiliation with the Association.
The chapter is an affiliate of the American Society for Training and Development (“ATD”) which is doing business under the trade name Association for Talent Development (ATD) (referred to herein as the “Association” or “ATD”), ASTD, a non-profit educational society exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986. The Association and its chapters are not organized for profit.
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. The chapter will operate on an annual fiscal year from January 1st to December 31st and elections of officers will be finalized in June of each year.
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 (IRC), and may make expenditures for one or more of these purposes. Without limiting or expanding the foregoing, the chapter’s specific purpose shall be to provide members with regular chapter meetings between September and June usually on a monthly basis. The meetings will provide a forum to enhance members’ continuous learning about the training and development profession, to share best practices information and trends, to offer opportunities to build relationships with colleagues, to encourage local educational seminars, workshops and professional development courses in the Learning and Talent Development field.
Not withstanding any other provision of these Bylaws, the Chapter shall not carry on any activities not permitted to be carried on by: (i) an organization exempt from federal income tax under IRS Section 501(c)(3) or (ii) an organization contributions to which are deductible under IRS Section 170(c)(2).
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.
Section F: Political Activities
The chapter shall not devote more than an insubstantial part of its activities 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.
Section G: Inurement
No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable to, it’s directors , officers, employees, or other private persons, except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of IRC Section 501(c)(3) purposes.
Article II: Membership
Section A: Eligibility
Membership in the chapter is open to those who have interests or responsibilities in training, education, learning and development, talent development, performance improvement, and/or human resource development are interested in advancing the objectives of the chapter and the Association; 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. Individual chapter membership is not transferable.
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.
1.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 20 days prior to the meeting.
2.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 chapter members in good standing.
3.Before enactment 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: 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 annual plan and budget, programming, approving categories of membership; authorizing committees of the chapter; and performing other functions as appropriate for the Board of Directors.
Section B: Membership:
1.The Board of Directors will consist of 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.
2.Members of the Board of Directors shall include but not be limited to:
2.1 President
2.2 President-elect
2.3 Past President
2.4 Finance Chair
2.5 Membership Chair
2.6 Programs Chair
2.7 Technology Chair
3.Other Chairs and Directors at Large deemed necessary by the Board of Directors to fulfill the duties of the Board. These could include Directors at Large: Volunteers; Corporate Relations; Academic; Vendor Relations; Public Relations and Social Media.
Co-Chairs can share all the board positions.
4.President. As the Chief Executive Officer of the chapter, the President is responsible for managing the chapter in accordance with these Bylaws and the laws of the State of Connecticut. The President presides at, and sets the agenda for, meetings of the Board of Directors, except as noted in Article VII of these bylaws; and oversees the management of the chapter.
5.President -elect. 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 President-elect performs other duties as requested by the President.
6.Finance Chair. The Finance Chair shall report on the financial condition of the chapter at meetings of the Board and at other times when called upon by the president. The Finance Chair facilitates the development of the annual plan and budget.
7.Administrator. The Administrator will be an ex officio, non-voting member of the Board of Directors and will serve as secretary-agent for the organization, reporting to the President. The individual will be responsible for the chapter’s routine operations, record keeping and eligible for regular monthly stipends and expense reimbursement associated with carrying out position duties, as approved by the President or Finance Chair.
8.All officers, directors and the administrator 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: 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 required to maintain membership in the Association. The President must have been on the Board of Directors for at least 6 months prior to his or her term.
Section D: Terms:
The President and President-elect will serve two-year terms. The other Chairs and Directors at Large will serve two-year staggered terms.
There will be no limit on the term of Administrator. The Administrator will be subject to annual performance reviews by the current President and continuation subject to a recommendation from the President and ratified by the Board of Directors.
Section E: Conduct of Chapter Business
1.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.
2.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.
3.Board members may not cast proxy votes for absent Board members.
Section F: Meetings
The Board of Directors will meet at least quarterly between September and June. The date of the board meetings will be announced at least (30) days in advance and the exact time and place of all Board Meetings will be announced to all Board Members at least (14) days in advance of the meeting.
Section G: Attendance
Failure to attend three 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 H: Removal
1.The Board of Directors may, by two-thirds 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.
2.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 (20) days prior to the meeting.
3.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 5 (five) chapter members in good standing.
4.Before action of suspension or termination, the board member will have an opportunity to be heard by the Board.
Section I: Vacancies
1.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.
2.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 Finance Chair 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.
Article IV: Election of Board Members
Section A: The President-elect will form a Nominating Committee with the approval of the Board of Directors no later than April 1. The Nominating Committee will have no fewer than four members, and will include the President, President-elect, one Director at Large, and at least one chapter member in good standing not currently serving in an elected position.
Section B: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 C:Board members will be elected by a majority of chapter members voting either electronically or at the June meeting. They will take office immediately following the June Meeting.
Article V: Financial Review
Section A: A financial review will be conducted annually and more frequently if circumstances dictate, by the Financial Review Committee or external auditors with findings reported to the Board of Directors.
Section B: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 following the end of the fiscal year, Dec 31.
Section C:The committee shall consist of the President-Elect, the Past President, and one Chapter members in good standing that have not served as a Board member for at least two years. The Finance Chair shall not be eligible to serve on the Financial Review Committee, but will provide the committee or independent auditor any and all records necessary to complete a review of Chapter finances.
Article VI: Committees
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.
Article VII: Special Meetings of the Chapter
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 percent of chapter members in good standing.
1.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 ten business days prior to the meeting.
2.25% percent of chapter members in good standing will constitute a quorum required for the conduct of business at a special meeting.
3.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.
4.A majority vote of chapter members present will be sufficient to carry a motion, provided that such a motion complies with these Bylaws.
5.The minutes of a special meeting will be published or made available to all chapter members.
Article VIII: Indemnification
The Board of Directors may seek and maintain such indemnification to the fullest extent available under the laws of the State of Connecticut to protect the chapter, chapter members, board members, officers, employees, and agents.
Article IX: Amendment and Modification of By Laws
Section A:Amendments to these bylaws may only be initiated by the Board of Directors or by a petition signed by at least 25 percent of chapter members in good standing.
Section B:Notice of any potential change must be distributed by mail or electronically to the membership at least 30 calendar days prior to voting on such measures.
Section C:Amendments must be approved by a majority of chapter members in good standing, voting by mail or electronic ballot or at a duly called special meeting.
Section D:Notice of approved changes to these bylaws shall be distributed by mail or electronically to all chapter members no later than 60 days following adoption.
Article X: Dissolution of Chapter and Liquidation of Assets
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 sections 501(c)(3) and 170(c)(2)(B) of the Internal Revenue Code of 1986, as amended.