Article I - Name and Purpose
Section A: Chapter Name
This organization is doing business as the Association for Talent Development – Central Indiana Chapter (ATD-CIC). The registered office of the chapter shall be located in the State/Commonwealth of Indiana.
Section B: Affiliation with the National Society
The chapter is an affiliate of the Association for Talent Development (ATD), 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 selected by the membership. The Board of Directors shall set policies within the limits prescribed by these bylaws.
Section D: Purpose
The Board of Directors will maintain a mission statement and make it available to the membership. The Chapter is organized exclusively for charitable and educational purposes under Section 501 (c)(3) of the Internal Revenue code, or corresponding section of any future federal tax code.
Section F: 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, politico/, affiliation, veteran status, physical or mental impairment.
Section G: Political Activities
The chapter shall not devote more than an insubstantial part of its 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.
Section B: Dues
Dues, fees, and terms of chapter membership will be set by the Board of Directors. Chapter membership is transferable, if the membership fee was paid by an organization and not an individual.
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.
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: Membership
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 National Society. (National society membership is a required element of all chapter charters.)
Section D: Terms
The President will serve a one year term, but may extend for up to two years as necessary and with approval from the remaining Board members including the President-Elect. Board members selected for Vice President and Director positions shall serve two year terms. Board members may stand for re-election to the same board position and if so, may serve no more than two consecutive terms. A board member may run for the President-Elect position after he or she has served on the board for one year.
Section E: Conduct of Chapter Business
Section F: Meetings
The Board of Directors will meet on a regular basis as set by the board from year to year. Meetings will occur at least as often as CORE requires. 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:
Board members must attend 2/3 of scheduled board meetings during the year. 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. The Board will consider extraordinary circumstances preventing attendance when determining its course of action.
Section H: Removal
Section I: Vacancies
Article IV - Election of Board Members
Section A: Nominating Committee
Article V - Financial Review
Section A: An internal financial review will be conducted
annually and more frequently if circumstances dictate, by the Financial Review
Committee, with findings reported to the Board of Directors.
Section B: A full external audit or external financial review conducted by a certified public accountant is mandated every two (2) years, and may be undertaken more frequently if circumstances dictate.
Section C: 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 fiscal year.
Section D: The committee shall consist of the President-Elect, the Vice President of Operations, and one other chapter member in good standing who has not served as a Board member for at least two years. The Director of Finance shall not be eligible to serve on the Financial Review Committee, but will provide the committee or an independent auditor, any and all records necessary to complete a review of chapter finances.
Article VI – Committee Volunteers
In addition to committees specified in these bylaws, committees of volunteers 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 and the following stipulations will apply to all volunteers.
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.
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 Indiana 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: Notice of any potential change must be published and distributed to the membership at least thirty (30) calendar days prior to voting on such measures.
Section C: Amendments must be approved by a majority vote of chapter members in good standing voting by mail, electronic ballot or at a duly called special meeting.
Section D: Notice of approved changes to these Bylaws shall be published or distributed to all chapter members no later than sixty (60) days following adoption.
Article X - Dissolution of Chapter & Liquidation of Assets