Utah Chapter ATD Bylaws

Revised August 2017

Article I. Name and Purpose         

Section A.

Chapter Name        

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

Section B.

Affiliation with the National Society        

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 or appointed by the elected President. 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:

  1. Provide opportunities for sharing knowledge, skills, and attitudes about training and development.
  2. Encourage educational institutions to provide programs for the preparation and growth of training and development practitioners.
  3. Encourage the participation and affiliation of individuals and special interest groups concerned with specialized areas of activity.
  4. Promote the concept of lifelong learning.
  5. Promote the training and development profession and provide opportunities for recognition for chapter members.

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, and shall not advocate or campaign for legislation or a defeat of proposed legislation. The chapter shall not directly or indirectly participate in any political campaign, including the publishing or distribution of statements, 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, 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.

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.

Before enactment of suspension or termination, the member will be given a reasonable 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.

Membership        

The Board of Directors will consist of not less than eight (8) and not more than eleven (11) individuals chosen 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.

Any member holding a national ATD position will serve as a voting member of the Board of Directors for the Utah Chapter.

Chapter Officers will include the President, President-Elect, and Immediate Past 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 Utah. 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. The President-Elect acts for the President in the President’s absence. The President-Elect facilitates planning in preparation for term as President and performs other duties as required in the policies or requested by the President. The Immediate Past President acts for the President in the absence of the President and President-Elect and performs other duties as required in the policies or requested by the President.

All Board Members serving as Vice Presidents will have position descriptions approved by the Board, listing the duties and responsibilities of each position.

Section C.

Qualifications        

Persons seeking to serve on the Board of Directors must be chapter members in good standing as specified in these bylaws. Elected Board members are required to maintain membership in the national Society.

Section D.

Terms        

Position descriptions for all elected positions will be made available to chapter members and potential Board members at least thirty (30) days prior to scheduled elections.

The President and President-Elect shall serve terms of one (1) year. Succession will be from President-Elect to President to Past President, making the presidency a three-year commitment. The transition from one position to the next shall occur on January 1.

Other Board members shall be elected or appointed to serve terms of 27 months from November 1 through January 31 after a new Board member is elected.

Board members, with the exception of the President and President-Elect, may stand for re-election or seek reappointment to the same board position. An Immediate Past-President may stand for election as the President-Elect.

Section E.

Conduct of Chapter Business         

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 until a quorum is present.

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.

Board members may not cast proxy votes for absent Board members, but absent Board members may cast a written absentee ballot by submitting the ballot prior to the meeting.

Section F.

Meetings        

The Board of Directors will meet at least once per quarter. 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.

Section G.

Attendance        

Failure to attend three consecutive 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        

The Board of Directors may, by three-fourths 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.

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 (20) days prior to the meeting.

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 five (5) chapter members in good standing.

Before action of suspension or termination, the board member will be given a reasonable opportunity to be heard by the Board.

Section I.

Vacancies        

When a vacancy occurs for an elected Board position, the President may, with the approval of two-thirds of the remaining Board of Directors, appoint a replacement from among chapter members in good standing to serve the balance of the term. If the President-Elect’s position becomes vacant, the Board may appoint someone to serve in that position until a special election can be held.

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 Vice President of Finance 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. A vacancy in the Vice President of Finance position may be filled by the President and is subject to a vote of the members.

Section J.

Conflicts of Interest

Whenever an officer or director has a financial or personal interest in any matter coming before the board of directors, the board shall ensure that:

  1. The interest of such officer or director is fully disclosed to the board of directors.
  2. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting of the board of directors at which such matter is voted upon.
  3. Any transaction in which a director or officer has a financial or personal interest shall be duly approved by members of the board of directors not so interested or connected as being in the best interests of the organization.
  4. Payments to the interested officer or director shall be reasonable and shall not exceed fair market value.
  5. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.

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 seek the input of the Board of Directors and will present a slate of qualified candidates to the membership at least thirty (30) calendar days prior to the election which must be at least thirty (30) calendar days prior to the end of the current Board terms.

Section B.

Election

Board members will be elected by a majority of chapter members who vote. The election will be by ballot, either by email or at the annual meeting.

Section C.

Transition        

Incoming Board members will sit as non-voting members on the Board for two months prior to assuming their full responsibilities. Outgoing Board members will continue to sit as non-voting members on the board for one month after the incoming Board takes office. Outgoing Board members are encouraged to train replacement Board members in an ethical and professional manner.

Article V. Financial Review         

Section A.

Financial Review        

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

Section B.

Results Published        

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 C.

Fiscal Year        

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

Article VI. 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 twenty-five percent (25%) of chapter members in good standing.

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 thirty (30) business days prior to the meeting.

Twenty-five percent (25%) of chapter members in good standing will constitute a quorum required for the conduct of business at a special meeting.

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. Any debate over whether or not a conflict of interest exists for the President shall be judged by the liaison regularly assigned to the Utah Chapter by ATD National. The judgment of the national liaison on the matter shall be final. In the case of a conflict of interest with the President, the body calling the Special Meeting (the Board or chapter members) shall select an individual to preside at the meeting by majority vote of those in attendance at the meeting. The national ATD representative should be present at the meeting and may be chosen to preside.

A majority vote of chapter members present will be sufficient to carry a motion, provided that such a motion complies with these Bylaws. However, any vote to remove the sitting President must be approved by two-thirds (2/3) of members present.

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 of Utah to protect the chapter, chapter members, board members, officers, employees, and agents.

Article IX. Amendment and Modification of Bylaws         

Section A.

Initiation

Amendments to these bylaws may only be initiated by the Board of Directors or by a petition signed by at least twenty-five percent (25%) of chapter members in good standing.

Section B.

Notice of Change

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.

Approval

Amendments to these bylaws must be approved by two-thirds of chapter members in good standing who vote by physical or electronic ballot or by two-thirds of chapter members in good standing who vote at a duly called meeting (regular or special) at which a quorum of 25% of the membership is present.

Section D.

Publication

Notice of approved changes to these Bylaws shall be published or distributed to all chapter members no later than 60 days following adoption. It shall be the duty of the Past President to ensure that the changes are published and distributed.

Article X. Dissolution of Chapter & Liquidation of Assets         

The chapter may be dissolved by a vote of two-thirds of all 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.

Revised 08/2017

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