The American Society for Training and Development
Bylaws for FM ASTD
(Accepted June 30, 1999)
(Revised December, 2000)
(Revised July, 2002)
(Revised August, 2003)
(Revised August, 2005)
Article I Name and Purpose
Section A: Chapter Name
The name of this organization is the Fargo Moorhead Chapter of the American Society for Training and Development (FM ASTD). The registered office of the chapter shall be located in the State of North Dakota.
Section B: Affiliation with the National Society
The chapter is an affiliate of the American Society for Training and 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:
The purpose of the Association is to promote investigation, research and inter-change of ideas among members relating to every phase of Training and Organizational Development. It shall be the intent that the purpose covers the broad overall functioning of Training and Organizational Development within organizations. The Association meetings/programs and mailing lists are not to be used as a forum for solicitation of any member(s) personal business or service.
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.
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 within FMASTD is transferable.
Section C. Suspension or Termination of Membership
The Board of Directors, by a two-thirds vote of those present, may 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.
1. 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 shall be mailed to board members and the member concerned at least twenty days prior to the meeting.
2. 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 5 chapter members in good standing.
3. Before enacting suspension or termination, the member will have an 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
1. The Board of Directors will consist of not less than 5 and not more than 9 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.
2. Members of the Board of Directors shall be President, President Elect, VP of Programs, VP of Membership/Marketing, VP of Communication, VP of Special Programs, VP of Finance (Treasurer), Board Member at Large, and other Vice Presidents as determined by the Board of Directors and these bylaws.
3. 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 North Dakota. 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.
4. President Elect
The President Elect acts for the President in the President's absence. The President Elect will assist in other duties as requested by the President. Upon completing one year in good standing as President Elect, the President Elect will become the Chapter President the following year. Any chapter member in good standing is eligible for this position.
5. VP of Programs
The VP of Programs arranges monthly programs and speakers.
6. VP of Membership/Marketing
The VP of Membership/Marketing will keep the membership database and inform members and potential members of upcoming meetings and chapter business. The VP of Membership/Marketing will actively promote membership in ASTD and will facilitate chapter growth initiatives.
7. VP of Communication
The VP of Communication is responsible for communication of chapter and board activities to the membership. The VP of Communication will also compile and distribute board meeting minutes to the board and membership.
8. VP of Finance (Treasurer)
The VP of Finance (Treasurer) shall report on the financial condition of the chapter at meetings of the Board and at other times when called upon by the President.
9. VP of Special Programs
The VP of Special Programs shall plan one fund raising and one educational event for the membership each year.
10. Board Member at Large
The Board Member at Large will serve as voting member of the board. The Board Member at Large will assist the board in chapter communications and other duties as requested by the President.
All Board Members 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. Board members are required to maintain membership in the national Society.
Section D. Terms
Board members shall be elected to serve terms of one year. Board members may stand for re-election to the same board position, and may serve no more than two consecutive terms.
Section E. Conduct of Chapter Business
1. 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 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.
3. Board members may not cast proxy votes for absent Board members.
Section F. Meetings
The Board of Directors will meet monthly and at least every other month. The date and exact time and place of Board meetings will be announced at least (30) days in advance to all Board and chapter members. Board meetings are open to all chapter members in good standing. An annual planning meeting will be held no later than November of each fiscal year.
Section G. Attendance
Failure to attend two 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. Board members must attend at least six board meetings per year to remain in good standing with the board and chapter.
Section H. Removal
1. Any motion for suspension or termination must be made by a board
member. It must be based on personal knowledge, official chapter
records, or statement signed by no fewer than 3 chapter members in
good standing.
2. Suspension or termination of board members will be considered at a
Regularly scheduled meeting of the Board of Directors. The President
will provide written notice of, and rationale for, proposed suspension or
termination shall be mailed to Board members and the individual
concerned at least 15 days prior to the meeting.
3. Before action of suspension or termination, the board member will have an
opportunity to be heard by the Board.
4. The Board of Directors may, by majority 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.
Section I. Vacancies
1. 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. This balance will not count toward the maximum term(s) available if appointee chooses to run for and accept a future board position.
2. Should the office of President be vacated, the President Elect will assume the position and its responsibilities. If both offices of President and President Elect become vacant simultaneously, the VP of Membership/Marketing 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 Chapter Members including the Board of Directors.
Article IV. Election of Board Members
Section A. Nominating Committee
The President will assign the responsibility of forming a Nominating Committee, no later than July. The Nominating Committee shall consist of a Board Member and no fewer than three chapter members in good standing who have not served as a Board member for at least two years.
Section B. The Nominating Committee will seek the input of the Board of Directors and will present a slate of qualified candidates to the membership by no later than September of each fiscal year.
Section C. Board members will be elected by a majority of chapter members voting. This election will be held not later than October of each fiscal year. Each slate of officers will allow room for at least one write-in candidate for each available position. Self-nomination is encouraged and allowed.
Section D Election of the President Elect
The President Elect candidate may be any chapter member in good standing. Upon
completing one year in good standing as President Elect, the President Elect will become the Chapter President the following year.
Article V. Financial Review
Section A. A 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 audit conducted by a qualified party is mandated every two years, and may be undertaken more frequently if circumstances dictate. The first audit will be conducted in 2002
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 90 days into the following fiscal year. The chapter is operated on a January - December fiscal year.
Section D. The committee shall consist of the Past President and no fewer than three chapter members in good standing who have not served as a Board member for at least two years. The VP 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. 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 Board of Directors may seek and maintain such indemnification to the fullest extent available under the laws of the State of North Dakota 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 15 calendar days prior to voting on such measures.
Section C. Amendments must be approved by a majority of chapter members in good standing
voting by ballot of any form or at a duly called special meeting.
Section D. Electronic balloting will consider a quorum based on the number of delivered email. No reply to the vote will be an abstention.
Section E. Notice of approved changes to these Bylaws shall be published or distributed to all
Chapter members (no later than 60 days) following adoption.
Article X. Dissolution of chapter & Liquidation of Assets
The chapter may be dissolved by a majority vote 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
