ARTICLE I – NAME OF ORGANIZATION
Section One:
The name of this non-profit organization shall be the “Southwest Florida Chapter of the American Society for Training and Development,” herein referred to as the “Chapter”.
ARTICLE II – PURPOSE OF ORGANIZATION
Section One:
The purpose of the Chapter is to achieve a better utilization of human ability and potential in business, industry, and government by:
(a) providing leadership in the field of human resource development;
(b) promoting and understanding of training and development and human resource development as a basic responsibility of management;
(c) publishing results of research in the fields of training and human resource development;
(d) providing means for the disclosure and exchange of knowledge, skills, and attitudes about training and human resource development;
(e) encouraging educational institutions to provide programs for the preparation and growth of the field of training and human resource development;
(f) encouraging the participation and affiliation of individuals or groups concerned with specialized areas of activity or interests within the broad field of training and human resource development.
ARTICLE III – MEMBERSHIP
Section One:
Membership shall be open to all persons actively engaged in, interested in or whose work is related to training and/or human resource development for all types of business and professional enterprises, public and private, without regard to color, creed, gender, nationality, physical handicap, religion, race, or sexual orientation.
Section Two:
Each member in good standing shall have one (1) vote and full membership rights.
Section Three:
A member in good standing shall be:
(a) one who meets the requirements of membership as specified in Section One (1) of this article,
(b) one whose dues are fully paid of the current year.
Section Four:
Any person desiring membership shall complete the prescribed application form and submit it with dues payment to the Vice President of Membership Development.
Section Five:
A member who wishes to resign from the Chapter shall do so by writing a letter of resignation to the Chapter President. Any Chapter member who fails to maintain good standing in the Chapter shall be withdrawn from the Chapter by appropriate action of the Board of Directors. Before withdrawing a member, the Executive Committee shall make two requests to the Member to return to a position of good standing.
ARTICLE IV – BOARD OF DIRECTORS
Section One:
The Chapters Board of Directors, herein referred to as the “Board”, shall be comprised of the four (4) officers (all voting members), five (5) Vice Presidents (all voting members, five (No more than 5, but no fewer than 3) Directors-at-Large (all non-voting members), and the Past President (a non-voting member). Therefore there are nine (9) voting members and six (4-6) non-voting members.
(a) The Officers shall also be known as the Executive committee (all of whom be ASTD National members): President, President-Elect, Secretary, and Treasurer.
(b) The Vice Presidents shall include: Communications, Membership Development, Programs, Public Relations and Information.
(c) The Directors-at-Large and the Past President serve in an advisory capacity. Any one may be asked to hold the voting proxy of a voting member if s/he cannot attend a Board meeting. This must be done in writing and presented to the Secretary when establishing a quorum at a board meeting. Only non-voting board members can hold such a proxy; and they may hold only one (1) proxy at any given time.
The Executive Committee shall meet if necessary and as required. Its functions are to conduct business between Board meetings as necessary and it will have full decision making authority by a majority vote of the Executive Committee should chapter decisions need to be made such that it is not possible to gather or properly poll the entire Board. The Executive Committee shall be required to provide the entire Board with minutes from any such meetings including any decisions that were made by the committee in the absence of the entire Board.
Section Two:
Board members shall be elected annually at the October Chapter meeting with new board members being installed at the December Chapter meeting to begin office officially on January 1st of the following year. Vacancies during any given year shall be filled by appointment of the President (or President-Elect, if President not in office), with the approval of the full board. Appointed Board members shall serve until the next regularly scheduled election.
Section Three:
The duties of the Board members shall include but are not limited to:
(a) The President shall preside at all meeting of the Chapter and of the Board. S/he shall direct the administration of the business of the Chapter and shall be an ex-officio member of all committees. S/he will deliver all appropriate chapter records to the incoming President upon retirement from office. S/he will be a voting member of the Board of Directors and therefore, be subjected to the attendance requirement. Serves as a signatory for Chapter financial accounts.
(b) The President-Elect shall assist the President in the administration of the business of the Chapter and shall prepare him/herself to assume the duties of the President with the next regular election. S/he shall act for the President in his/her absence. If the President cannot complete his/her term, the President-Elect shall become President at that time and serve through the end of the following term. S/he will be a voting member of the Board and therefore, subjected to the Board attendance requirement. Serves as a signatory for Chapter financial accounts.
(c) The Treasurer shall collect all Chapter dues and assessments, make all disbursements, and keep such financial records as may be required by the Board. S/he will be responsible for developing and maintaining the Chapter’s annual operating budget with the input of other Board members. S/he shall submit financial records for audit when required by the Board and deliver them to the incoming Treasurer upon retirement from office. S/he will be a voting member of the board and therefore, subjected to the Board attendance requirement. Serves as a signatory for Chapter financial accounts.
(d) The Secretary shall be responsible for maintaining all business records of the Chapter and of the Board except financial records. S/he shall issue Board meeting notices and keep minutes for all meetings. S/he shall deliver records to the incoming Secretary upon retirement from office. S/he will be a voting member of the Board and therefore, subjected to the Board attendance requirement. Serves as a signatory for Chapter financial accounts.
(e) The Vice Presidents shall serve as, appoint and/or oversee the Committee Chairpersons for their respective areas. They shall assist in recruiting committee members and provide written and oral reports to the Board upon request. They will be voting members of the Board and therefore, subjected to the attendance requirement.
(f) The Directors-at-Large shall serve as committee members and/or perform specific duties as defined by the President. They will be non-voting members of the Board and therefore, are exempt from the attendance requirement but are encouraged to attend at least four (4) Board meetings during the year.
(g) The Past President shall provide history, guidance, and support to the Board. His/her duties will be defined at the discretion of the current President. S/he will be a non-voting member of the Board and therefore, is exempt from the attendance requirement but is encouraged to attend at least four (4) Board meetings during the year.
Section Four:
The term of office shall be one (1) year for all positions. The President-Elect (either elected or in the case of a vacancy; appointed an confirmed by the Board and the general membership at their very next meetings) shall automatically assume the Presidency the following year. No Board member may serve more than two (2) consecutive elected terms in the same office.
Section Five:
All voting board members may not miss more than three (3) Board meetings during a given term.
Section Six:
A Board member may be removed by a quorom vote of the Board when, in the judgment of the Board, the best interest of the Chapter will be served.
ARTICLE V – MEETINGS
Section One:
Board meetings shall be held once per month as determined by the Board. These meetings may be held less frequently should it be determined appropriate by the Board. Further, chapter business including items to be voted on, may be conducted via fax and/or e-mail as necessary provided that all votes are decided by a quorum of the Board as defined in Article II of this document and that all such business is documented and recorded by the Chapter Secretary for inclusion in the chapter business records. A special meeting can be called by the President or at the written request of board or chapter member in good standing and addressed to the Chapter Secretary.
Section Two:
Quorum shall be fifty percent (50%) plus one (1) of the current voting Board members.
Section Three:
Chapter meetings shall be held once per month as determined by the Board.
Section Four:
Twenty-five percent (25%) of the membership shall constitute a quorum at Chapter meetings.
ARTICLE VI – ELECTION OF OFFICERS
Section One:
The Leadership Committee shall work throughout the year to identify possible board candidates for the following year. They will be responsible for holding an invitation only leadership event for potential candidates. Once these candidates are identified, the Leadership Committee shall conduct an interview with each candidate based on core competencies deemed critical to board involvement in order to identify a slate of candidates to be presented to the Chapter President for consideration and to the Board for final approval.
Section Two:
Upon approval from the Board of Directors, the Board shall forward to the Election Committee who will present the slate of candidates at the September Chapter meeting. Additional names can be added to the slate from the floor. Candidate’s qualifications shall be featured in the October issue of the Chapter Newsletter. The elections will take place in October via e-mail, fax or mailed ballot. Board members-elect may attend the October, November and December board meetings as non-voting observers and will assume their duties beginning on January 1st of the following year.
Section Three:
The Election Committee shall be chaired by the President-elect. Two (2) other members not seeking office will be appointed by the President.
ARTICLE VII – DUES
Section One:
The Chapter dues shall be set by the Board and reviewed as needed. These dues are entirely for the use of the local chapter at the discretion of the Board.
ARTICLE VIII – COMMITTEES
Section One:
All committees shall have a Chairperson who is responsible for recruiting committee members and for forming and managing the activities of said committee. The Chairperson shall be responsible for reporting back to the Board member responsible for overseeing that committee regarding the committee activities.
Section Two:
Ad-hoc committees may be formed by the Chapter President and will serve for a limited period of time in order to complete the scope of their charge as determined by the President.
Section Three:
(a) The duties of the Chapter Committees are defined by the chapter publication entitled “Leadership Opportunities for the Southwest Florida Chapter” as compiled by the Leadership Committee and approved by the board.
(b)
ARTICLE IX – PARLIAMENTARY PROCEDURES
Section One:
Parliamentary procedures in Board meetings of the organization will follow Robert’s Rules of Order.
ARTICLE X – BYLAW AMENDMENTS
Section One:
Bylaws may be adopted, amended, or replaced at any meeting of the Board by a two-thirds vote of the board.
Section Two:
Chapter Members shall propose revisions or additions to the bylaws by submitting to the Chapter Secretary in writing the full and complete text of their proposed revisions and additions.
In addition to the written proposal, the member shall submit a petition signed by at least one-third (1/3) of the members who are in good standing as of the date of the submission. In the petition, the members shall state that they have read and support the full and complete text of the proposed revisions or additions.
The member shall submit the proposal and supporting petition thirty (30) days in advance of the next Board Meeting.
After receiving the member’s proposed revisions or additions and supporting petition, the Chapter Secretary shall verify that the proposal meets the requirements as stated in this Section. If either the proposal or petition fails to meet the requirements, the Chapter Secretary shall return them to the submitting members. If both the proposal and petition meet the requirements, the Chapter Secretary shall provide a copy of them to each Board members ten (10) days in advance of the Board Meeting in which the Board shall consider the proposal.
After reviewing the proposal and supporting petition, the Board may amend the bylaws with the proposed text by a two-thirds (2/3) vote of the Board. If the Board does not pass the amendment, the Board shall make the recommendation for or against the proposed revisions or additions based on a majority vote of the Board. The President shall then submit the proposed revisions or additions to the Chapter membership at a regular monthly meeting.
The President shall notify members thirty (30) days in advance of the meeting that the Board shall submit the proposed revisions or additions for their approval. A two-thirds (2/3) vote of the members who are in good standing as of the date of the meeting is required for the approval of the bylaw revisions or additions.
