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Buffalo Niagara Chapter of the Association for Talent Development Constitution and Bylaws

Article 1: Name and Purpose

Section A: Chapter Name
The name of this organization is the Buffalo Niagara Chapter of the Association for Talent Development, abbreviated ATD Buffalo Niagara, formerly known as the Niagara Frontier Chapter of the American Society of Training and Development. The registered office of the chapter shall be located in the State of New York.

Section B: Affiliation with the National Society
The chapter is an affiliate of the American Society for Training and Development, DBA 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 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:
• To provide for the discussion of mutual training and human resource development issues.
• To exchange information in training and development experience, ideas, and methods.
• To stimulate and maintain interest in effective, organized training and development in business, education, and industry.
• To establish and improve standards of professional services in these fields.
• To support the goals and objectives of the Association for Talent Development.

Section E: Equal Opportunity
The chapter offers equal opportunity to all eligible members, regardless of race, creed, color, ethnicity, national origin, religion, sex, sexual orientation, gender expression, age, physical or mental ability, military service, political affiliation, or marital status.

Section F: Harassment
ATD Buffalo Niagara strives to maintain a healthy environment that is built on mutual respect and trust for one another. It is the intention of the Chapter to provide a meeting place and environment that is free of harassment, especially sexual harassment. Harassment is illegal discrimination and will not be tolerated. Sexual harassment subjects our members to negative conditions that are unrelated to the purpose of the organization, as stated above. No one may harass any member because of that person’s race, creed, color, ethnicity, national origin, religion, sex, sexual orientation, gender expression, age, physical or mental ability, military service, political affiliation, or marital status.

This organization will promptly and thoroughly investigate any complaint or report of a violation of this policy. A member who believes he/she is a victim of harassment is requested to make a complaint to an Officer of the organization. Officers notified of complaints must notify either the President, President Elect, or Past President, who are responsible to begin an immediate investigation and notify all other officers.

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 Association; 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.
(1) Any person desiring membership shall fill out the prescribed application form and submit it to the President or Vice President of Membership.
(2) A member who wishes to resign from the Chapter shall do so by notifying the Vice President of Membership or any Officer in writing.
(3) Any member who has not paid the current year’s dues will be dropped from membership within thirty (30) days after sending a second Renewal Notice in writing.

Section B: Dues
Dues, fees, and terms of chapter membership will be set by the Board of Directors. Chapter membership is not transferable.

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.
(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 five (5) chapter members in good standing.
(3) Before exaction of 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 Officers of 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
• Performing other functions as appropriate for the Board of Directors.

The President, President-Elect, Past-President, and Vice President of Finance shall have prime responsibility for developing the strategic plan for the full Board’s approval. The President-Elect and all the Vice Presidents shall have primary responsibility for the operations management of the Chapter.

Section B: Officer Membership
The Officers of the Board of Directors will consist of not less than 6 and not more than 11 individuals elected from among chapter members in good standing as specified in Article II of these bylaws. The Officers of the Board of Directors shall continue in office until successors are duly installed.

The members of the Board of Directors shall be President, President-Elect, Past President, Vice President of Finance, Vice President of Programs, Vice President of Communications, Vice President of Chapter Services, Vice President of Membership, and Vice President of Marketing and others as determined by the Board of Directors and these bylaws.

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 New York State. The President presides at, and sets the agenda for, meetings of the Officers, 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. 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.

Past-President
The Past President serves in an advisory role to the President, President-Elect, and Chapter as a whole, and provides guidance and expertise as a knowledgeable member of the Board. He/She advises on past practices and operations in accordance with the chapter bylaws. Upon request, he/she assists officers in performing their duties.

Vice President of Finance
The Vice President of Finance is responsible for keeping the financial records of the Chapter; setting up bank accounts and paying bills promptly. As a Board Member, the Vice President of Finance assists in providing leadership and organization for the local Chapter in the areas of financial policy, financial procedure development and investment planning and goal setting. The Vice President of Finance also coordinates fundraising efforts.

Vice President of Programming
The Vice President of Programming is responsible for planning and facilitating Chapter programs, directing the activities of the Chapter Program Committee, maintaining records of program attendance, budgeting and evaluating, and assisting the Special Events Chair with his/her duties.

Vice President, Chapter Services
The Vice President of Chapter Services is responsible for providing all professional development and placement services, community service, and special interest group services to Chapter members. He/she also directs the activities of the Professional Development & Placement Committee, the Community Service Committee, and the Special Interest Group Committee and oversees the committees' budgets.

This position is also the liaison to ATD. He/she directs activities of the Chapter Services Committee and oversees committee’s budget.

Vice President of Communications
The Vice President of Communications is responsible for keeping the minutes of the Board meetings and Executive Board meetings, handling necessary correspondence, keeping all records of the Chapter.

Vice President of Marketing
The Vice President of Marketing is responsible for increasing visibility of the Chapter within the local business community, educating others about the value of membership, promoting ATD Buffalo Niagara programs, developing and maintaining media relationships and supporting other Board and Committee functions as appropriate.

Vice President of Membership
The Vice President of Membership is responsible for coordinating within the Chapter all aspects of recruitment and retention of Chapter members, including the keeping of accurate, current, and complete records on Chapter members.

All Board of Directors 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 thirty (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 ATD and ATD Buffalo Niagara.

Section D: Terms
Officers of the Board shall be elected to serve terms of two years, with the exception of the Vice President of Programs and President-Elect. The VP Programs will serve a 1 year term. The President-Elect will serve a 3 year term: the first year as President-Elect, the next year as President, and the third year as Past-President. The Past President is not eligible to hold an Officer position until one year after the end of his/her term.

With the exception of the Past-President, Officers may stand for re-election to the same or a different board position and may serve no more than three consecutive terms on the Board. An Officer who has served the maximum number of consecutive terms must, upon leaving the Board, wait one year before becoming eligible to run for an Officer position.

Section E: Conduct of Chapter Business
A simple majority of members of the Officers 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.

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 have proxy votes for absent Board members.

Section F: Meetings
The Board of Directors will meet monthly. The date of these 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.

A transition meeting of the Officers of the Board of Directors will be held by the end of July.

Section G: Attendance
Failure to attend three unexcused 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
(1) The Board of Directors may, by two thirds 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.
(2) Suspension or termination of board members will be considered at a regularly scheduled or specifically called meeting of the Board of Directors. Notice of, and rationale for, proposed suspension or termination shall be provided in writing to Board members and the individual concerned at least twenty (20) days prior to the meeting.
(3) 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 5 chapter members in good standing.
(4) Before action of suspension or termination, the Board member will have an opportunity to be heard by the Board.

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.
(2) 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.

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 five (5) members, and will include the President-Elect, the Past President, and 3 chapter members in good standing not currently serving in elected positions.

Section B: Nominations
The Nominating Committee shall meet no later than March and will seek the input of the Board of Directors and the general membership. Members can make additional nominations by submitting the names in writing to the President-Elect at or before the April meeting. Nominations will be considered closed at the time the April meeting is adjourned. Official ballots indicating a slate of qualified candidates will be sent to members no less than fifteen (15) days prior to the May meeting.

Section C: Elections
Elections shall be by written or secure electronic ballot if more than one candidate has been nominated for a given office; otherwise, an oral vote may be taken at the May meeting. Ballots must be returned by the day before the May meeting. The Officers will decide a tie vote. A President-Elect is to be elected each year. During odd numbered years elections will be held for Vice President of Finance, , and Vice President of Communications. During even numbered years elections will be held for Vice President of Membership, Vice President of Chapter Services, and Vice President of Marketing.

Section D: Installation of Officers
Officers elected at the May meeting will be installed and shall assume their respective offices at the annual business meeting in June.

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 certified public accountant is mandated every three (3) 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 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 Vice President of Finance shall not be eligible to serve on the Financial Review Committee, but will provide the committee or an independent auditor with 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 Officers of 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 fifteen (15) of chapter members in good standing.
(1) 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.
(2) Fifteen percent (15%) of chapter members in good standing will constitute a quorum required for the conduct of business at a Special Meeting.
(3) 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.
(4) A majority vote of chapter members present will be sufficient to carry a motion, provided that such a motion complies with these Bylaws.
(5) 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 New York 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 fifteen percent (15%) 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) days prior to voting on such measures.

Section C
Amendments must be approved by a majority of ballots cast by chapter members in good standing.

Section D
Notice of approved changes to these Bylaws shall be published or distributed to all chapter members seventy-five (75) 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.



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