The Association for Talent Development
Upstate South Carolina ATD Chapter By-Laws
(Revised May 26, 2014)
Article I: Name and Purpose
Section A: Chapter Name:
The name of this organization is Upstate South Carolina ATD, a chapter of the Association for Talent Development. The registered office of the chapter shall be located in the State of South Carolina. (Formally ASTD, and CSTD)
Section B: Affiliation with the National Society
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. 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 chapter’s specific purpose shall be:
- Providing leadership in Learning and Performance
- Assisting with motivation toward individual and organizational growth
- Promoting training and development as a management responsibility
- Encouraging research in training and development
- Providing programs that encourage and promote the exchange of ideas about attitudes, knowledge and skills related to training and development
- Encouraging educational systems and institutions to offer programs for Learning and Performance
- Facilitating the exchange of information among educational institutions, business organizations and other interested parties.
- Extending affiliation and participation to all individuals and groups concerned and interested in the comprehensive field of Learning and Performance
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., including the publishing or distribution of statements, any political campaign 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. Chapter memberships are not transferable.
Section C: Suspension or Termination of Membership-Behavior
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.
- Suspension or termination of membership will be considered at a regularly scheduled meeting of the Board of Directors. Written or electronic notice of, and rationale for, proposed suspension or termination shall be sent 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 an action of suspension or termination for reasons other than monies owed the chapter, the member will have an opportunity to be heard by the Board of Directors.
Section D: Suspension or Termination of Membership-Monetary
An individual’s membership will be suspended or terminated for non-payment of dues or monies owed the chapter
Article III Board of Directors
- A member will be under suspension when 60 days in arrears of monies owed the chapter.
- An individual’s membership will be terminated when 90 days in arrears of monies owed the chapter.
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:
Brief descriptions of duties are listed below. See job descriptions for a full list of responsibilities.
- 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
- performing other functions as appropriate for the Board of Directors
Section B: Membership
The Board of Directors will consist of not less than five (5) and not more than fifteen (15) individuals elected 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.
Members of the Board of Directors shall be President, President-Elect, VP of Finance (Treasurer), Secretary, and VPs as determined by the Board of Directors to fit the evolving needs of the chapter. Following are some position descriptions that may be included, but refer to the position list approved by the Board of Directors prior to each year’s election. In addition, the VP roles may be co-positions. Click on the title to read a full description.
- 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 South Carolina. 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.
- President-Elect. The President-Elect acts for the President in the President's absence. Provides leadership and direction to the chapter. Prepares for the Presidency by participating in board meetings, familiarizing oneself with the operating structure of the chapter and assisting the president. 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.
- VP of Finance (Treasurer). The VP of Finance is responsible for developing annual budget, monitoring budget, paying all expenses and managing Chapter checking account. Works closely with President and all Board Members to keep the Chapter on budget and develop ways to increase revenues. The VP of Finance shall report on the financial condition of the chapter at meetings of the Board and at other times when called upon by the President.
- VP of Administration (Secretary).The Secretary shall sign such documents as may require the Secretary’s signature, shall ensure that a record is kept of Board proceedings and shall ensure the integrity of Board documents. In his or her absence, a Secretary pro tempore, shall be appointed by the President.
- VP of Membership & Hospitality.The VP of Membership leads the membership team that is responsible for the development and implementation of the membership strategy for the chapter that includes annual goals and programs to retain and increase membership. Additional responsibilities are membership recruiting, welcoming new members, monthly communication with National for membership renewal, and polling members for ideas to stimulate growth. The VP of Membership and Hospitality works closely with the Director of Student Membership to recruit and to support adult students enrolled in institutions of higher education.
- VP of Professional Development.. The VP of Professional Development leads the professional development team that is responsible for identifying jobs listings relevant to the Chapter’s members and contacts. The VP of Professional Development also communicates with the Association and other Chapters to facilitate the on-going professional development opportunities for Chapter members and contacts. These opportunities may include but are not limited to regional conference participation, national conferences, certification programs and other opportunities. All Professional development opportunities will align with the ATD competency model and reflect the results of our annual member survey and outreach efforts.
- VP of Programs. The VP of Programs leads the program team that is responsible for identifying relevant topics and qualified speakers. Topics will align with the ATD competency model and reflect the results of our annual member survey and outreach efforts. Arranges for the meeting venue, refreshments and program agenda and distributes evaluations at each meeting tracking the results for analysis and action. Develops a program flyer for each meeting that is distributed to the VP of Technology for posting to the Chapter website and to the VP of Marketing and Communications for use in developing PR activities and email blasts.
- VP of Technology & Communications. The VP of Technology leads the technology team that is responsible for the maintenance and updating of the chapter website to include program information, news, board meeting minutes, etc. If Chapter activities indicate the need, the VP of Technology is responsible for the Technology Special Interest Group, which includes identifying relevant topics and qualified speakers and arranging for the meeting venue and preparing communications for distribution via website, email blasts, etc. The VP of Technology and Communications works closely with the President, the VP of Programs, the VP of Membership, the VP of Professional Development, and the VP of Special Events to communicate with all chapter members and contacts. This includes creating email blasts, press releases and flyers associated with meetings and other pertinent chapter news. In addition, may be responsible for creating partnerships with other non-profit associations and participating in various networking events and trade shows. The VP of Technology and Communications strives to ensure timely and relevant communications.
- VP of Special Events & Marketing. The VP of Special Events leads the team that is responsible for all Chapter Events that require meeting in unique locations, working with other organizations for joint events, or that fall into the category non-traditional program offerings. The VP of Special Events also works to support the marketing of these Chapter Special Events as well as other the Marketing of regularly scheduled Chapter Programs. This includes creating email blasts, press releases and flyers associated with meetings and other pertinent chapter news. In addition, may be responsible for creating partnerships with other non-profit associations and participating in various networking events and trade shows. Works closely with VP of Programs and the VP of Professional Development, and the VP of Community Relations to ensure timely and relevant special events are supported.
- VP of Community Relations.The VP of Community Relations strives to identify and to receive the financial sponsorship of Chapter operations in general, of specific program, special events, or professional development sponsors. The VP of Community Relations also works to identify and to receive the financial commitment from area talent development, training, learning, and professional development vendors. The VP of Community Relations engages with other Upstate SC organizations to promote community awareness of the Chapter. The VP of Community Relations works closely with the VP of Special Events and communicates with all Board members.
- Director. Other Directors-at-large shall take on responsibilities for committees as determined by the board.
All board positions will have position descriptions approved by the Board, listing the duties and responsibilities of each position. Position descriptions will be made available to chapter members and potential Board members at least 30 days prior to scheduled elections.
Section C: Qualifications
Persons seeking to serve on the Board of Directors must be chapter members in good standing as specified in these bylaws.
Section D: Terms
Board members shall be elected to serve terms of one (1) or two (2) years. Board members may stand for re-election to the same Board position; but may serve no more than three (3) consecutive terms.
Section E: Conduct of Chapter Business
- The number of Board members present at a regularly scheduled meeting of the Board of Directors shall constitute a quorum.
- The act of the number of Board members present at a regularly scheduled meeting shall be the act of the Board unless a greater proportion is required by law or by these bylaws.
- Any decision made where less than a majority of Board members are present at a regularly scheduled Board meeting may be disputed by those not present who shall call for a majority vote to occur at the next regularly scheduled Board meeting. In these cases, a majority of the Board members must be present to resolve the disputed decision.
- Board members may not cast proxy votes for absent Board members.
Section F: Meetings
The Board of Directors will meet at least quarterly. 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 (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: 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 or electronic 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 three (3) chapter members in good standing.
- Before action of suspension or termination, the board member will have an opportunity to be heard by the Board.
Section I: 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 VP of Finance (Treasurer) 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 (3) members, and will include the Past-President and two (2) chapter members in good standing not currently serving in elected positions.
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 end of the current Board terms.
Board members will be elected by a majority of chapter members voting.
Article V. Financial Review
Section A: Financial Review
A financial review will be conducted annually and more frequently if circumstances dictate, by the Financial Review Committee (see Article V, Section D), with findings reported to the Board of Directors. Additionally, a financial review will be conducted quarterly by the Treasurer or as requested if the Board retains an administrator.
Section B: Audit
A full audit conducted by a certified public accountant or an audit committee (if the records are maintained on accounting software by an administrator), is mandated every five (5) years, and may be undertaken more frequently if circumstances dictate.
Section C: Publication.
Results of the financial reviews and/or audits will be published and made available to the chapter membership as soon as is practicable, but no later than (90 days into the following fiscal year).
Section D: Financial Review Committee.
The committee shall consist of the President-Elect, Past President, and no fewer than two chapter members in good standing who have not served as a Board member for at least two years. The Treasurer shall not be eligible to serve on the Financial Review Committee, but will provide, or direct the chapter administrator to provide, the committee or an independent auditor, any and all records necessary to complete a review of chapter finances.
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 (10%) of chapter members in good standing.
Article VIII. Indemnification
- 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.
- (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. 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.
- A majority vote of chapter members present will be sufficient to carry a motion, provided that such a motion complies with these Bylaws.
- The minutes of a special meeting will be published or made available to all chapter members.
- Notifications can be made electronically (email).
The Board of Directors may seek and maintain such indemnification to the fullest extent available under the laws of the State of South Carolina to protect the chapter, chapter members, board members, officers, employees, and agents.
Article IX. Amendment and Modification of Bylaws
Amendments to these bylaws may only be initiated by the Board of Directors or by a petition signed by at least (25%) of chapter members in good standing.
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.
Amendments must be approved by a majority of chapter members in good standing voting by mail ballot or at a duly called special meeting.
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
The chapter may be dissolved by a vote of (two-thirds) 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.