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:
  1. Create a presence within the State of Texas in ATD and other training and development organizations.
  2. Maintain the highest standards of ethical practice 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 as the organization 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,  professional ideas, and 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.      

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:
  • 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 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:
  • 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)
    • Each student  member will have the same benefits as a regular member.
  • Corporate membership
    • The Board shall establish corporate sponsorship membership types (“levels”) based upon market factors.  The Board shall set fees for corporate memberships. These fees shall be published in the Operational and Organizational Manual and on the Chapter website.
    • Corporate membership will include five (5) members to be named by the Corporation. Each one of the members named will have the same rights as a regular member.

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 monies owed the Chapter or actions or behavior in violation of these Bylaws or actions or behavior deemed detrimental to the best interests of the Chapter.

 

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
  1. A majority of the officers 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.
Section L.         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 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:
  • Refrain from using the Fort Worth/Mid-Cities ATD 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.
  • Not use Chapter funds  to purchase Board member’s products and / or services.
Section  N.        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 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 O.    Fiscal Year
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 of the Board of Directors reporting to the recruiting Vice President. The Director and the Committee will be connected to the appropriate Vice President with their specific areas of responsibility to facilitate opportunities for greater membership involvement in the operation of the Chapter. 


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 of the training and development profession. Upon request of a sub-group, the President may grant official Chapter recognition. When possible, the Sub-Group may be represented on the Board of Directors of the Chapter as committee heads.


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:
  • President - The President acts as the Chief Executive Officer of the Chapter and is responsible for managing the Chapter in accordance with these Bylaws and the laws of the State of Texas.
  • President-Elect
  • Past President
  • Board Representative - If the President-Elect has to complete the current President’s term per Article III, Section G - the Board of Directors will elect a Board Member to be a member of the Executive Committee. 
Section B.         Duties and Responsibilities  
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. 
  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 distributed to all Chapter members.
 
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.


S
ection 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.


S
ection 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.

 

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