Articles and Bylaws
ARTICLE I: THE CHAPTER
Section 1: The name of the corporation is the Suncoast Florida Chapter of the American Society for Training and Development (ASTD), Inc., a non-profit entity, herein referred to as the Chapter.
ARTICLE II: MEMBERSHIP
Section 1: A member shall: Be a person actively engaged in or closely related to the professional field of education, training and human resource development Students involved in a course of study related to these fields or Anyone supporting the concepts and tenets of helping to enhance adult learning and equip others to reach their maximum personal and professional potential.
Section 2: Each member in good standing shall have a vote and full membership rights.
Section 3: A member in good standing shall be:
a. One who meets the requirements of membership as specified in Section 1 of this Article;
b. One whose dues are fully paid for the current year.
c. One who actively ascribes to and supports the chapter mission.
Section 4: Any person desiring membership shall fill out the prescribed application form and submit it to the Vice President for Member Services of the Chapter.
Section 5: Any member who fails to maintain good standing in the Chapter as defined in Section 3 of this Article shall be withdrawn from the Chapter by appropriate action of the Vice President for Member Services, subject to review by the Executive Board of Directors.
Section 6: Any member who is notified that his/her membership is being withdrawn may submit a written REBUTTAL and APPEAR before the Executive Board of Directors to present reasons why the action should not be taken.
ARTICLE III: THE EXECUTIVE BOARD
Section 1: The Executive Board of Directors shall consist of voting members who are the elected officers of the Chapter and the immediate Past President, herein referred to as the Executive Board.
Section 2: A simple majority (at least 51%) of the voting members of the Executive Board shall constitute a quorum for the transaction of Chapter business.
Section 3: The Executive Board shall have full authority except as limited by these Bylaws.
Section 4: The duties of the Executive Board shall be as follows:
To determine the policies of the Chapter within limits prescribed by these Bylaws and the Articles of Incorporation and Bylaws of the American Society for Training and Development;
To make provisions for the auditing of Chapter records as it may deem proper for the protection of the funds and the purpose of the Chapter;
To fill a vacancy occurring during the term of any officer of the Chapter by selecting another officer to serve for the unexpired portion of the term, except that a vacancy in the office of President shall be filled as provided by Article IV, Section 3, Subsection b;
To support and help facilitate all meetings, activities, and programs on both a local and national level for the good of the Chapter members and the National Society;
To establish and approve position descriptions for all officers and Chapter committees.
Section 5: The Executive Board shall meet at the call of the President or upon written request addressed to the Secretary by any three members of the Executive Board.
Section 6: Members of the Executive Board are expected to attend Chapter and Board meetings regularly. Those who must be absent should notify the President in advance of the meeting. An officer who fails to attend a total of three Board meetings without a reasonable excuse may be removed in accordance with Article VI, Section 2, and the position filled as provided by Article III, Section 4, Subsection c.
Section 7: From time to time it may be appropriate to have dual incumbency of officer positions (i.e., Co-Vice President for Programs); the position, however, retains only one vote on the Executive Board.
ARTICLE IV: EXECUTIVE BOARD OFFICERS
Section 1: The elected officers of the Chapter shall be: (a) President, (b) President-Elect, (c) Secretary, (d) Vice President for Public and Community Affairs, (e) Vice President for Communications, (f) Vice President for Programs, (g) Vice President for Professional Development, (h) Vice President for Member Services, and (i) Vice President for Finance and Administration, all of whom shall be Chapter members in good standing and members of the National ASTD.
Section 2: Term of office: Each elected officer shall serve a one-year term beginning on January 1 and ending on December 31. These elected officers will begin attending board meetings, with no official voting rights, in October preceding their term of office. Elected officers may succeed themselves as an incumbent in an office for one additional term. They may also assume other board positions.
Section 3: The duties of the officers of the Executive Board shall be as follows:
The President shall preside at all meetings of the Chapter, the Executive Board and the Extended board meetings that include Executive Officers, Appointed Directors, and Special Advisors, herein referred to as the Extended Board. (See Article VIII, Section 1.) The President shall appoint all directors and special advisors and shall direct the administration of the business of the Chapter. The President shall be an ex-officio member of all Chapter committees.
The President-Elect shall be the elected Chapter President for the coming year. The President-Elect shall help organize and serve as liaison between the President and committees, advise and assist the President, and coordinate activities and network with the national office. The incumbent will assist the President in coordinating the mid-year retreat. The President-Elect will play a key role in succession planning, which may include working closely with the nominating committee.
The President-Elect shall act for the President in his/her absence at all meetings of the Chapter, the Executive Board, the Extended Board, and the Committees. In the event of the resignation, incapacity or death of the President, the President-Elect shall become President for the remainder of that term of office.
In the event that the President-Elect is unwilling or unable to assume the duties of the office of President, the Executive Board can appoint an interim President until a special election can be scheduled. The Secretary shall be responsible for keeping official records of the Chapter and of the Executive Board except financial records, issuing notes and keeping minutes for all Executive Board and Extended Board meetings, delivering the Secretary's records to his/her successor upon retirement from office, and carrying out other duties described in the position description approved by the Executive Board.
The Vice President for Public and Community Affairs shall be responsible for promoting member and public understanding, acceptance, and participation in the organization and its programs, for coordinating programs and events with other officers, and for performing other related duties described in the position description approved by the Executive Board.
The Vice President for Communications shall be responsible for publishing the Chapter's newsletter, managing the Editorial Board, overseeing the maintenance of the Chapter web site, and performing other duties described in the position description approved by the Executive Board.
The Vice President for Programs shall be responsible for regular monthly programs, coordinating with other officers and committee chairs to ensure a comprehensive program that complements other programming and perform other related duties described in the position description approved by the Executive Board.
The Vice President for Professional Development shall be responsible for the development of the Chapter members through internal special programs for Chapter members, coordinate with other officers and committee chairs, and perform other duties as described in the position description approved by the Executive Board.
The Vice President for Member Services shall maintain all membership records of the Chapter, promote both local and national membership, and carry out other related duties described in the position description approved by the Executive Board.
The Vice President for Finance and Administration shall be responsible for assuring the Chapter operates in a fiscally and administratively accountable manner, developing and maintaining the Chapter's annual operating budget, managing the Chapter's finances, including investments, in accordance with accepted accounting practices, helping establish, in conjunction with the Board of Directors, policies and procedures for Chapter operations, and perform other duties as described in the position description approved by the Executive Board.
Section 4: In carrying out their Chapter duties, officers shall refrain from engaging in any employment or activities that may be reasonably considered to comprise a conflict of interest.
Section 5: Qualifications for Nomination: Members seeking election to the Executive Board must be active members in good standing for at least one year with the Suncoast Chapter. For election to the position of President-Elect, members must have a minimum of 2 years active membership with the Suncoast Chapter, preferably having held a previous Executive Board position with the Suncoast Chapter. He/she may also be considered if the candidate has held a Directorship within the Suncoast Chapter or has served on a committee or project. Exceptions may be made by a simple majority vote (at least 51%) of the Board.
ARTICLE V: MEETINGS
Section 1: Regular meetings of the Chapter shall be held as determined by the Executive Board.
Section 2: Ten percent (10%) of the membership shall constitute a quorum.
ARTICLE VI: ELECTION AND REMOVAL OF OFFICERS
Section 1: The officers consisting of President-Elect, Secretary, Vice Presidents from the areas of Member Services, Finance and Administration, Public and Community Affairs, Communications, Professional Development, and Programs shall be nominated and elected no later than September 30 of each year from a slate presented by the Nominating Committee and/or nominations from the floor and shall assume their respective offices as slated in Article IV, Section 2.
Section 2: Any officer may be removed by a two-thirds vote of the Executive Board when, in the judgment of the Board, the best interest of the Chapter will be served. The vacancy created by such removal may be filled pursuant to Article III, Section 4, Subsection c.
ARTICLE VII: DUES
Section 1: Dues shall be determined by the Executive Board. The aforementioned dues are entirely for the use of the local Chapter and shall be controlled and accounted for by the Vice President for Finance and Administration pursuant to Article IV, Section 3, Subsection i.
ARTICLE VIII: DIRECTORS, COMMITTEES, AND SPECIAL ADVISORS
Section 1: The President shall appoint Directors to handle specific responsibilities of the organization as described in position descriptions approved by the Executive Board.
Term of Office: Each appointed Director shall serve a one-year term beginning January 1 and ending December 31. Appointed incumbent Directors may succeed themselves in office for one additional term. If vacancies occur throughout the term, the President may appoint Directors and assign duties to them at any time.
Directors are expected to attend Chapter meetings regularly in addition to meetings called by the Vice President to whom they report.
Directors are not voting members of the Executive Board.
Section 2: The duties of the Directors shall be determined by the Executive Board and made available to the Chapter membership.
Section 3: Standing Committees may be established or abolished by a simple majority (at least 51%) of the Executive Board at any time. The President, with the advice of the Executive Board, will determine which elected officer will oversee which Standing Committee during the term of that Board. Those established or appointed committees and their duties are to be made available to the Chapter membership.
Section 4: Special Advisors may be appointed by the President at any time to carry out a specific duty or function, typically of a one-time or limited nature.
Section 5: Special Interest Groups (SIGs) may be formed by the membership with approval of the Board of Directors. Members of the SIG should be chapter members in good standing. All SIG activities will be open to any member of the Chapter.
ARTICLE IX: PARLIAMENTARY PROCEDURE
Section 1: Bylaws and standing rules may be adopted, amended, or repealed at any regular meeting of the Executive Board by a simple majority (at least 51%) of the Board.
ARTICLE X: AMENDMENTS
Section 1: The Article of Incorporation may be amended by a two-thirds vote of the Chapter membership present at a regularly scheduled meeting, provided a quorum is present as defined in Article V, Section 2, in accordance with the process outlined in Sections 2 and 3 below.
Section 2: Proposed amendments must be submitted in writing to the Secretary of the Chapter at least three weeks before the next Chapter meeting. The Vice President for Finance and Administration shall immediately mail a copy to each member or have a copy published in the Chapter newsletter prior to the next regular meeting. The proposal shall be read at the following month's regular meeting.
Section 3: The vote shall be by ballot at a regular meeting or by mail.
ASTD Suncoast Chapter