Bylaws for Association for Talent Development (ATD) Central Massachusetts Chapter

 

  

                                  

Article

Article I: Name and Purpose

Section A

Chapter Name and Offices

The name of this organization is Association for Talent Development (ATD) Central Massachusetts Chapter (hereinafter referred to as the “Chapter”). The registered office of the Chapter shall be located in the State/Commonwealth of Massachusetts

Section B

Affiliation with the Association

The Chapter is an affiliate of the American Society for Training and Development (“ASTD”), which is doing business under the trade name Association for Talent Development (ATD) (referred to herein as the “Association” or “ATD”), 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.

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:


CMATD is a chartered local chapter of the Association for Training & Development.  As such, it is a professional organization dedicated to the growth and development of its members in a supportive learning environment in the hope of contributing to their business success.

We strive to provide quality professional development programs in the workplace learning and performance development disciplines.  We also deliberately foster opportunities for networking among professionals, collaboration with businesses and organizations and the exchange of best practices solutions and information. 

We are in service to our membership, our program attendees, our strategic alliances, other Human Resource Development professional organizations, and sponsoring organizations


Notwithstanding 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 IRC Section 501(c)(3); or (ii) an organization contributions to which are deductible under IRC 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 to attempting to influence legislation by propaganda or otherwise. The Chapter shall not directly or indirectly participate or intervene 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, its 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, 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. Chapter membership is not transferable unless authorized by the board.

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 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 statement signed by no fewer than five [5] Chapter members in good standing.

3.

Before 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

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 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  7-10 people

2.

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.

3.

Members of the Board of Directors shall be President, President-Elect, Past President, Director of Finance and other Directors  as determined by the Board of Directors and these bylaws. 

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 Commonwealth of Massachusetts. The President presides at, and sets the agenda for, meetings of the Board of Directors and membership meetings, 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.

The Director of Finance shall report on the financial condition of the Chapter at meetings of the Board and at other times when called upon by the President.

7.

Other Directors may include:

 

       1. Director of Marketing

 

       2. Director of Communications

 

       3. Director of Membership

 

       4. Director of Volunteers

 

       5. Director of Programs

8.

 All 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

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 ATD.  Board members are required to maintain both local and national membership in ATD.

Section D

Terms

Board members may be elected to serve terms of 2 years. Board members may stand for re-election to the same board position and if so, may serve no more than 3 consecutive terms). 

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 these bylaws.

3.

Absent Board members may participate in a board vote by email limited to 2 times per year when approved by the board.

Section F

Meetings

The Board of Directors will meet monthly. The date of 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 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 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 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 may assume the position and its responsibilities. If both the offices of President and President-Elect become vacant simultaneously, the Director of Finance may 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

Nominating Committee

The President-Elect may form a Nominating Committee with the approval of the Board of Directors. The Nominating Committee will have no fewer than 3 members, and will include the President-Elect, the Past President, and at least one Chapter member in good standing not currently serving in elected positions.

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.

Article V: Financial Review

Section A

A financial review will be conducted annually, and more frequently if circumstances dictate, with findings reported to the Board of Directors.  A financial review committee would consist of the President Elect, the Past President, and outside financial counsel.

Section B

An annual Profit and Loss statement 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.

Article VI: Committees

 

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 10% 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 10 business days prior to the meeting.

2.

25% 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/Commonwealth of Massachusetts to protect the Chapter, Chapter members, board members, officers, employees, and agents.

Article IX: Amendment and Modification of Bylaws

Section A

Amendments to these bylaws may only be initiated by the Board of Directors or by a petition signed by at least 10% of Chapter members in good standing.

Section B

Amendments must be approved by a majority of voting Chapter members in good standing voting by e- mail ballot.

Section C

Notice of approved changes to these Bylaws shall be published or distributed to all Chapter members no later than 60 days following adoption.

Article X: Dissolution of Chapter & 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.

 

Dates reviewed:                                                                                              

Reviewed by:__________________________________________

 

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