ATTENTION: REVISED BYLAWS
The Bylaws of the Fort Worth Mid-Cities Chapter were revised in August 2005, and accepted by a vote of the members present at the Chapter meeting November 2005. The most noticeable change is the elimination of many Board titles and job descriptions. The Bylaws only contain descriptions for the Past President, President, President-Elect and Chief Financial Officer. Positions not named in the Bylaws will be in a separate document: The Operational and Organizational Manual. This will eliminate the necessity of a vote every time position descriptions or titles are changed, eliminated or added.

Chapter ByLaws

Article I - Name and Purpose  Article II - Membership  Article III - Board of Directors  Article IV - Election of Board Members  Article V - Committees & Professional Development  Article VI - Dues  Article VII - Meetings  Article VIII - Chapter Administration  Article IX - Amendment and Modification of Bylaws  Article X - Financial Review and Audit  Article XI - Indemnification  Article XII - Dissolution of Chapter and Liquid Assets Article XIII - Board Member Ethics

 

Article I - Name and Purpose

Section A.         Chapter Name

The name of this organization is the Fort Worth Mid-Cities Chapter of the American Society for Training and Development. 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 mission and the purpose of this Chapter are specified below:

           

Section D 1.     Mission

The mission of the Fort Worth Mid-Cities Chapter is to continue to foster the growth of our Chapter so it may 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:

• Connecting with other training and development professionals.
• Connecting with job seekers.
• Connecting with students coming into the field.
• Connecting with the Fort Worth Mid-Cities business community.
• Connecting with training and development experts and vendors.
• Connecting with technology and its influence in our industry

 

Section D 2.      Purpose.  

The purpose of the Chapter is to:

1. Create a presence within the State of Texas in ASTD and other training and development organizations.
2. Practice the highest codes of ethics in all our affairs, including maintaining a functional budget that is monitored monthly.
3. Establish ourselves as a resource to the business community, to be recognized oganization that sets the standard for trainers; to be seen as a resource to the DFW area in training, to have “Companies connect with us and our Chapter connect  with them.”
4. Provide for the exchange of information on training and development experiences, on professional ideas and on practical methods.
5. Provide for the discussion of training and development concerns and interests
6. Stimulate interest in effective, systematic employee training and development.
7. Further the professional improvement of training and development.
8. Develop and maintain a succession and development plan for continuity of Chapter leadership.
9. Develop partnerships and strong networking links with universities.
10. Develop partnerships and strong networking links with other professional societies.
11. Provide a mentoring program

 

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 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 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.

Any person desiring membership shall complete an application form and submit it with dues to the Chief Marketing Officer or to ASTD National.

There are three types of membership:

• Regular membership (Individual)

Each regular member in good standing shall have one vote and other full membership rights at all regular and all special membership meetings.

• Student membership (Individual)

Student members have the same benefits, as regular member except they may not vote on Bylaws modifications.

• Corporate membership

The Board shall establish corporate sponsorship membership types (“levels”) based upon market factors.  These levels shall be published in an Operations and Organization Manual described in Article III below.  The Board shall set fees for corporate memberships.

The Board will develop and approve the benefits for members. The Board will review the benefits and fees annually

 

Section B.         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 used to whomever the company designates.

 

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. The Board for non-payment of dues may automatically terminate any type of membership or sponsorship sixty (60) days after notification to the latest telephone, postal address, or email address on file.

 

Section D.         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.         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 B.         Board Membership

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.  Members of the Board of Directors shall be known as “Officers.”  The Officers comprising the Board of Directors shall continue in office until successors are duly installed.  The Chapter shall, as a minimum, elect not less than five (5) Officers who will form the Executive Committee.  The remaining Officers will fulfill roles and responsibilities determined by the Executive Committee and consistent with the by laws of the Chapter.  The titles for these Officers and their functions are defined in an Operations and Organization Manual consisting of a visual organizational chart with corresponding position descriptions.   The Operations and Organization Manual will be reviewed annually, updated and improved as needed to ensure that the Chapter is organized and operating efficiently and effectively.  The position descriptions will be made available to all Chapter members at least 30 days prior to scheduled elections.

 

Section C.         Executive Committee 

The Chapter shall, as a minimum, elect not less than five (5) Officers who will form the Executive Committee.  Officers comprising the Executive Committee shall be:

• President and Chief Executive Officer
• President-Elect
• Past President
• Vice President of Finance

One additional Officer nominated by the President and approved by the Board of Directors and these Bylaws. The additional Officer will be selected from those listed in the Operational and Organizational Manual. 

To whatever extent it is practical and feasible, Officers may organize supporting staff roles with their specific areas of responsibility to facilitate opportunities for greater membership involvement in the operation of the Chapter.  Such staff roles will be consistent with the Operational and Organizational Manual and will be submitted to the Board of Directors for approval.  Once approved these roles will also have position descriptions added to the Operational and Organizational Manual as required by the Board.

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 Texas.  The President:

1. 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.
2. Presides over all regularly scheduled meetings of the Chapter.
3. Presides over regularly scheduled meetings of the Board of Directors.
4. Appoints chairpersons for standing and special committees.
5. Provides leadership for the officers and Board members and encourages active participation in leadership from the President-Elect and Past President.
6. Delegate’s responsibility for coordination of general Chapter functions, such as answering service, mailbox, etc. which is not already assigned to an officer or Board member.
7. Serves as Past President for one-year after elected term.

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. The President Elect:

1. Acts for President in the President’s absence.
2. Carries out special responsibilities as assigned by the President.
3. Coordinates an annual Chapter customer satisfaction/needs assessment.
4. Appoints and chairs budget committee to develop budget for coming year Chapter budget.
5. Responsible for compiling and submitting MAP awards form (s) on behalf of the Chapter to National ASTD at the direction of the President.
6. Responsible for accomplishing the following in preparation for the coming presidential year:

• Orientation of newly elected Officers and Board members.
• Preparation of annual goals.
• Development and/or review and update of strategic goals.

 

Past President

1. Schedules activities and functions related to the selection and involvement of the Chapter’s Advisory Council.
2. Coordinates with the President-Elect selection of a Nominating Committee to identify nominees for the coming year Board of Officers and Directors.
3. Serves on the Membership Committee to provide leadership for new member orientation activities.
4. Serves the current President as required.

 

Vice President of Finance

Specific Responsibilities:

1. Maintains Chapter finances, including making deposits received from Chapter Meetings, PayPal, Member Services and via US mail.
2. Pays invoices received for services rendered.
3. Reconciles bank account each month.
4. Create a monthly financial report and distribute to Board.
5. Arranges annual audit of financial records – secures auditor, delivers records, receives report.
6. Files annual Franchise Tax Report with the Secretary of State.
7. Assists the Board in understanding financial implications and benefits of Chapter non-profit status.
8. Recruits other members to volunteer to execute defined roles and responsibilities in Finance.

 

General Responsibilities:

In addition to the specific responsibilities for each position outlined above, all Officer job descriptions include the following:

1. Promote the ASTD Chapter internally by building member value into events as well as among external professionals, professional organizations and by participating in trade shows as appropriate.
2. Participates in development of a retention / recruitment strategy designed to maintain on-going contact with Chapter members.
3. Attends Chapter meetings in support of the event, or designate a representative when absent.
4. Hosts guests at Chapter meetings through individual welcome, assisting to connect with appropriate members and by hosting a table at each meeting.
5. Attends Board meetings, make recommendations for Chapter improvement and report items requiring Board action.
6. Writes a comprehensive Board report including items requiring action, statistics and activities for the month. Distribute the report to the Board and post on the Yahoo Group.
7. Formulates an annual budget request for the area of responsibility.
8. Develops a succession plan by identifying qualified candidates, then selecting, training and coaching / mentoring the candidate. 

Each Board member may appoint a committee chair and other committee members. Committee chairs may also appoint committee members. 

 

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 encouraged to maintain membership in the ASTD National Society.

 

Section D.         Term

Board members shall be elected to serve terms of six (6) to eighteen (18) months. Board members may stand for re-election to the same Board position. They may serve no more than two consecutive terms for the same position.

Terms of Board members may be staggered to ensure that no more than three (3) Board members are new to their office in any six (6) month period.

 

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 cast proxy votes for absent Board members. Requirements for proxy voting may be: teleconference, email, or hard copy approval of vote.

 

Section F.         Board Meetings

The Board of Directors may meet monthly.  The date of Board meetings will be announced at least thirty (30) 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. The Board will meet at least quarterly, each year.

 

Section G.         Attendance

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  H.        Board Member 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 twenty 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 three (3) 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.          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. 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 Chief Financial Officer 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.         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 three members, and will include the President-Elect, the Past President, and one Chapter member 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 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 Chapter members voting.

 

Article V - 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-Groups (Professional Development Networks) shall consist of three or more Chapter members who share a common interest in a particular field of training and development profession.  Upon request of the chairperson of a sub-group, the President may grant official Chapter recognition if the Sub-Group.  When possible, the Sub-Group may be represented on the Board of Directors of the Chapter as committee heads.

 

Article VI - Dues

The regular dues for membership shall be decided by the Board of Directors and voted on by the membership. Local Chapter dues are $10.00 for Board Officers due to the time donated, and will be paid upon renewal dates. Committee Chair heads local Chapter dues will be at a 50% off of the current dues for time donated and will be due on their renewal dates.  Board Officers may also enjoy a reduction in National ASTD Dues.

 

Article VII - Meetings

Section A.         Regular Meetings

Regular monthly meetings of the Chapter will be held on a date decided by the Board of Directors.

 

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. 

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 (10) business days prior to the meeting.
2. Ten percent (10%) 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 - Chapter Administration

Section A          Fiscal Year

The fiscal and administrative year of the Chapter shall extend from January 1 through December 31 of the calendar year.

 

Section B          Membership Quorum

Ten percent (10%) of the membership shall constitute a quorum at any business meeting.

 

Article IX - Amendment and Modification of Bylaws

Section A.         Amendment Process

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.         Notification of Proposed Amendment

Notice of any potential change must be published and distributed to the membership at least 30 calendar days prior to voting on such measures. Internet distribution meets this requirement.

 

Section C.         Approval of Proposed Amendment

Amendments must be approved by a majority of Chapter members in good standing voting by mail ballot or at a duly called special meeting. The special meeting may be a regular Chapter meeting.

 

Section D.         Notification of Approved Amendment

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

 

Article X - Financial Review and Audit

Section A.         Financial Review

A financial review will be conducted annually, and more frequently if circumstances dictate, by a Financial Review Committee, with findings reported to the Board of Directors.

 

Section B.         Full Audit

A full audit conducted by an accountant is mandated every three (3) years, and may be undertaken more frequently if circumstances dictate. After reviewing Chapter finances, the accountant will be requested to sign a statement saying the Chapter books / finances have been reviewed and are in order.

 

Section C.         Results of Reviews and Audits

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 ninety (90) days into the following the audit.

 

Section D.         Audit Committee

The audit committee shall consist of the President-Elect, the Past President, and at least three Chapter members in good standing that have not served as a Board member for at least two years.  The Chief Financial Officer or any member with designated roles in Finance shall not be eligible to serve on the Financial Review Committee, but will provide the committee or an independent auditor with any and all records necessary to complete a review of Chapter finances.

 

Article XI - 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 XII - Dissolution of Chapter and Liquid Assets

The Chapter may be dissolved by a vote of two-thirds (2/3) 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.

 

Article XIII - 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:

• Refrain from using the Fort Worth Mid-Cities ASTD Chapter name to market, promote or in any way encourage the sale of one’s own products or services.
• Refrain from using Chapter-sponsored activities to market one’s own services; rather they are to be used as a method of meeting other training professionals.
• Refrain from taking part in any transaction in which one’s own interests may conflict with the best interests of the Chapter and its members.
• Refrain from soliciting or receiving anything of value for service rendered in the Chapter’s name or using Chapter materials.

 

Finally, Chapter funds cannot be used to purchase Board member’s products and / or services.

 

These Bylaws revised August 2005; approved by a vote of the membership November 2005.