ARTICLE I

NAME AND LOCATION OF CORPORATION

The name of this Corporation is Middle Tennessee Chapter, American Society of Training and Development (MTASTD). Its principal office shall be located at such locations as the Board of Directors shall deem appropriate. 

ARTICLE II

PURPOSE

Section 2.1. Purposes. 

MTASTD is organized and shall be operated exclusively for the following specific purposes:

a. To constitute the Middle Tennessee regional chapter of the American Society of Training and Development;

b. To promote work place learning and performance by assisting individuals and organizations in achieving workplace competence, performance and fulfillment;

c. To promote scope of practice and standards for workplace training and development;

d. To provide a forum for networking and discussion of issues in the field of training and development;

e. To provide opportunities to develop association leadership skills; and 

f. To do within the limits of the law, all things necessary, proper, incidental, suitable, useful and conducive to complete accomplishment of the foregoing purposes.

Section 2.2. Corporate Offices. 

MTASTD shall have and continuously maintain in the State ofTennessee a registered office and the VP of Finance shall serve as the registered agent, whose office address is identical with any such registered office. MTASTD may have other offices within or without the State of Tennessee as the Board of Directors may from time to time determine. 

ARTICLE III

MEMBERSHIP

Section 3.1. Types of Members. 

MTASTD may have the following types of members:

a. Individual

b. Corporate

c. Student

The Board of Directors of MTASTD may from time to time add membership types. The number of members of any type shall not be restricted. All members must be members in good standing of MTASTD.

Section 3.2. Qualifications: Individual. Any person interested in the field of training and development, human resources, or a related field shall be eligible for membership in MTASTD as an "Individual Member.” All Individual Members must renew their membership annually. 

Section 3.3. Qualifications: Corporate. Any corporation or organization shall be eligible for membership in MTASTD as a "Corporate Member." Corporate Membership belongs to the organization, rather than to the individual. Any five employees of the Corporate Member's organization may attend meetings as a member. Should a Corporate Member wish to have six or more employees attend a MTASTD function, the sixth employee would be considered a guest. Multiple corporate memberships may exist within one organization in order to allow for more than five employees to attend. All Corporate Members must renew their membership annually. 

Section 3.4. Qualifications: Student. Any individual currently enrolled as a full time student in an institution of higher learning shall be eligible for membership in MTASTD as a "Student Member."All Student Members must renew their membership annually. 

Section 3.5. Membership Rights and Privileges. All Active Members shall have all rights and privileges of membership in MTASTD.

Section 3.6. Dues. The Board of Directors may determine from time to time the amount of annual dues payable to MTASTD by its members. Annual dues shall be payable in advance on the first day of the month of renewal. Each member shall pay his or her annual dues for MTASTD as specified by the serving Board of Directors.

Section 3.7. Automatic Termination of Membership. Membership in MTASTD shall be automatically terminated if a member fails to pay annual dues.

Section 3.8. Termination by Board Action. The Board of Directors, by an affirmative vote of two-thirds of all of the members of the Board, may censure, suspend, expel or otherwise discipline a member for  causes deemed sufficient by the Board.

Section 3.9. Resignation of Membership. Any member may resign after fulfilling all obligations to MTASTD.  Any dues paid will not be reimbursed.

Section 3.10. Reinstatement. A member who forfeits membership for non-payment of dues may be reinstated:

a) During the year of forfeiture by payment of current dues.

b) After the year of forfeiture, by application as a new member and payment of current dues, and satisfaction of all requirements for membership then in force.

A member who resigns or who forfeits membership for any other reason must apply for membership as a new member, pay the current dues and otherwise satisfy all of the requirements for membership then in force. A member who is expelled may be reinstated only upon written request and approval by the affirmative vote of two-thirds of the members of the Board of Directors, and compliance with such other terms as the Board of Directors may deem appropriate.

Section 3.11. Transfer of Membership. Membership in MTASTD is not transferable or assignable.

Section 3.12. Access to Records. Consistent with legal requirements, a member may inspect MTASTD records upon request for any proper purpose upon reasonable notice. 

BOARD OF DIRECTORS

Section 4.1. Number and Qualifications. 

The affairs of MTASTD shall be governed by a Board composed of the Executive Officers and not fewer than five and not greater than twenty other persons. All Officers must hold current memberships in MTASTD as well as National ASTD.  In addition, all officers must be of legal age in the State of TN.

Section 4.2. Governing Powers. The Board of Directors shall have all the powers and duties necessary or appropriate for the administration of the affairs of MTASTD, consistent with the law and with the Charter of MTASTD and with these Bylaws. The duties of the Board shall include, but shall not be limited to:

a) Establishment of MTASTD's mission and goals;

b) Supervision of the general business and affairs of MTASTD;

c) Adoption of an annual budget;

d) Designation of the place of deposit for income received and the financial management of the organization.

e) Election of  Officers and Directors in the event of a vacancy in office;

f) Initiation of and the conducting of proceedings for the removal of  Officers for misconduct or neglect of duty in office; 

g) Initiation of and the conducting of proceedings for the discipline or expulsion of members; 

h) Establishment of advisory councils, if and when needed; and the establishment of committees and appointment of Chairs for those committees;

i) Adoption of standing rules and policies, as deemed necessary or otherwise appropriate; and 

j) Establishment of the time and place of annual or special meetings of the membership, and of the Board.

Section 4.3. Election and Term of Office. The term of office for members of the Board of Directors shall be one (1) year. Each officer shall hold office until the expiration of the term for which he or she is elected. None of the officers shall serve more than two (2) consecutive one (1) year terms in a particular role. The term of office shall commence in January of each year. 

Section 4.4. Extension of Term.  With majority Board approval, an Officer’s term may be extended for up to an additional two (2) years if the incumbent has a special set of knowledge and skill that is not readily available in the membership or other circumstances warrant the extension.  A Co-VP, if not already in place, will also be elected to serve alongside the Officer during these additional terms.
 
 Section 4.5. Annual Meeting. The annual meeting of the Board of Directors shall be held at such time, place, and means as shall be determined by the Board of Directors. The Board may at the annual meeting consider any other business which may properly be brought before it.

Section 4.6. Regular Meetings. Regular meetings of the Board of Directors may be held at such time, place, and means as shall be determined, from time to time, by a majority of the Officers. Notice of regular meetings of the Board of Directors shall not be necessary.

Section 4.7. Special Meetings. Special meetings of the Board of Directors may be called by the President, or the written request of any five (5) Officers on two days' notice to each Officer, given personally or by mail, email, telephone, or facsimile, which notice shall state the time, place, means and date of the meetings. Agenda items requiring an immediate vote may be done via email or other form of communication, provided the entire Board of Directors receives at least two days' notice in which to respond, and decisions are reached by at least a quorum.

Section 4.8. Quorum. At all meetings of the Board of Directors, a majority of the Officers, including two executive Officers (one of whom shall be the President or the President-Elect), shall constitute a quorum for the transaction of business. No proxy voting shall be permitted. Officers may participate in and act at any meeting through the use of a conference telephone or other communication equipment that enables all persons participating in the meeting to communicate with each other. Meetings may continue without a quorum present if voting is not required to transact business.

Section 4.9. Manner of Acting. At all meetings of the Board of Directors, each Officer shall have one (1) vote. The act of a majority of the Officers present at any duly called meeting in which a quorum is present shall be the act of the Board, except as otherwise required by law, the Charter of MTASTD or these Bylaws.  In extremely urgent situations, the Executive Committee may meet to make a decision as long as it does not conflict with what is required by law, the Charter of MTASTD or these Bylaws.

 Section 4.10. Compensation. No Officer shall be entitled to receive any compensation for his or her service to MTASTD; provided that the Board may reimburse any director for actual and reasonable expenses incurred in the conduct of MTASTD's purposes. Nothing herein shall be construed to preclude any director from receiving any compensation for services rendered or for expenses incurred in any capacity other than as a director.  Additionally, conflicts of interest are to be avoided so that no director may willfully profit indirectly.

Officers

Section 5.1. Number. Based on chapter needs, MTASTD may have a President, President-Elect, Past President, Vice President of Finance, Vice President of Administration, CO-Vice Presidents of Membership, CO-Vice Presidents of Programs, CO-Vice Presidents of Community Relations, CO -Vice Presidents of Marketing & Communications, and one or two Directors for special projects or advising during critical times.   No person may hold more than one Board Office at any one time. 

Section 5.2. Executive Committee. The Executive Committee shall be composed of the President, President Elect, Past President, and the VP of Finance. 

Section 5.3.  Election and Term. Officers shall be elected by the members in accordance with the provisions of Article VII.  Officers shall be elected by the Membership via secured electronic means or at a designated meeting, typically the annual meeting. 

Section 5.4. Duties. All Officers and Directors shall have such authority and perform such duties in the management of MTASTD as are normally incident to their offices and as the Board of Directors may from time to time provide.

ARTICLE VI

RESIGNATIONS, REMOVALS, AND VACANCIES

Section 6.1. Resignations. Any Officer or Director may resign at any time by giving written notice to the President. Any such resignation shall take effect at the time specified therein, or, if no time is specified, then upon its delivery to MTASTD at its principal offices.

Section 6.2. Removal of Officer. Any Officer may be removed by the affirmative vote of a majority of the members of the Board whenever in their sole judgment, the best interests of MTASTD would be served thereby.  Any such removal shall be deemed “for cause.”

Section 6.3. Vacancies. A vacancy in the office of the President shall be filled by the President-Elect. Vacancies on the Board of Directors may be filled during the year through election of a replacement by the Board of Directors. Each person so elected shall be an Officer or Director until the expiration of the current term of office. 

ARTICLE VII

NOMINATIONS AND ELECTIONS

Section 7.1. Nominating Committee. The Nominating Committee shall be composed of five (5) members selected by the current President-Elect, and approved by the Board. The Nominating Committee shall include the President-Elect as chairperson, the Past President, a previous MTASTD board member and 2 members in good standing not currently serving in elected positions. Should a member of the Nominating Committee become a nominee for Officer or Director, that person shall resign.  It is recommended that this Committee be formed at the beginning of the new year in order to be ready to respond to requests from the Board.
 
Section 7.2. Duties. The Nominating Committee has a three (3) step responsibility to the membership: Step 1:  Requesting Candidate RecommendationsThe nominating process shall begin by requesting that members recommend candidates for each elective position.  This should begin not less than four (4) months prior to the Annual Membership Meeting of the members. The date of the Annual Membership Meeting shall be designated by the Board of Directors on an annual basis, but must occur at least 60 days prior to the end of the current Executive Board terms and at a regularly scheduled meeting.  The Committee shall consider the qualifications of all candidates proposed by the membership and such additional candidates as may be proposed by members of the Nominating Committee.Step 2:  Present Slate to the Board of DirectorsThe Nominating Committee will seek input from the Executive Board and from chapter membership and shall select nominees for each Officer or Director position for which the membership will vote at the annual meeting.  The Committee Chair shall then present a slate of qualified candidates to the Board at least three (3) months prior to the  election date.Step 3: Publish Slate to the General MembershipUpon approval from the Board, the Nominating Committee shall then publish the list of nominees not less than two (2) months prior to the election date.  The consent of all persons whose names who will appear on the ballot shall be secured prior to publication. A ballot shall be prepared which shall include the names of the nominees recommended by the Nominating Committee.Section

7.3. Ballot. Annually, the ballot  may contain nominees for:

a) President-Elect

b) Vice President of Finance (Treasurer)

c) Vice President of Administration

d) CO-Vice Presidents of Marketing & Communications 

e) CO- Vice Presidents of Membership

f) CO-Vice Presidents of Programs 

g) CO –Vice Presidents of Community Relations

h) Directors, as needed 

No member shall be a candidate for more than one position.

Section 7.4. Election Procedures.

a)      All elections shall be by ballot prepared by the Nominating Committee.

b)  The ballot should show all nominees who consent to serve if elected for each office.

c) The Officers and Directors shall be elected via secured electronic means or at at a regularly scheduled membership meeting from the slate presented by the Nominating Committee. In the event of a contest, nominees who receive the most votes from the assembled membership will be declared the election winners and the chapter officers for the next term.

Section 7.5. Votes. A plurality vote shall elect. In the event of a tie vote, a decision shall be determined by lot. 

ARTICLE VIII

FISCAL MANAGEMENT

Section 8.1. Fiscal Year. The fiscal year of MTASTD shall begin on the first day of January of every year, except that the first fiscal year of MTASTD shall begin on the date of incorporation. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors.

Section 8.2. Execution of Corporate Documents. All notes and contracts are authorized to be executed on behalf of MTASTD by the President or President Elect, or their express designees, and may be attested by the Vice President of Communications, and all checks executed on behalf of MTASTD by the President or the VP of Finance, or their express designees. The Board may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of MTASTD, and such authority may be general or confined to specific matters.

Section 8.3. Loans. No loans shall be contracted on behalf of MTASTD and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances. No loan shall be granted to an officer or Director of MTASTD.

Section 8.4. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of MTASTD shall be signed by such officer or officers of MTASTD in such manner as shall from time to time be determined by resolution of the Board.

Section 8.5. Maintenance of Records. MTASTD shall keep correct and complete books and records of account and other records of the activities of MTASTD in accordance with commonly accepted good business standards or as necessary for compliance with legal requirements. Consistent with legal requirements, all such records shall be open to inspection upon the demand of the any Member for any purpose upon reasonable notice.Section 8.6. Annual Audit.  It is recommended that an annual external review be conducted by someone other than a current chapter leader or a person who handles the books. The review can be done by a chapter member, CPA, bookkeeper, MBA, or a Vice President of Finance at another chapter.

Section 8.7. Deposits. All funds of MTASTD shall be deposited within thirty (30) days to the credit of MTASTD in such banks, trust companies, or other depositories as the Board may select.

Section 8.8. Payment of Member Expenses. Any member who incurs approved (by the board) or budgeted expenses in the course of providing services to MTASTD is entitled to reimbursement for those expenses. The procedure for receiving reimbursement follows:

·         Submit a standard invoice and copies of expense receipts to the Vice President of Finance who will submit the invoice to the President for approval.

·         The President will approve the invoice and inform the Vice President of Finance that it has been approved.

·         The Vice President of Finance will issue a check for the approved amount.This procedure does not apply to the President.

·         The President may simply submit budgeted expenses to the Vice President of Finance for payment. Expensessubmitted by the President over $100.00 must be approved by the Board before they are submitted for payment.

ARTICLE IX

CONFLICTS OR DUALITY OF INTEREST

Section 9.1. Statement of General Policy. It is natural for both real and apparent conflicts or dualities of interest to sometimes occur in the course of conducting the daily affairs of MTASTD. A conflict or duality of interest is defined as referring only to personal, proprietary interests of the persons covered by this policy and their immediate families and not to philosophical or professional differences of opinion. Conflicts or dualities of interest will occur because the many persons associated with MTASTD should be expected to have and do in fact generally have multiple interests and affiliations and various positions of responsibility within the community. Sometimes a person will owe identical duties to two (2) or more organizations having similar activities.

Conflicts or dualities of interest are to be avoided because they potentially or apparently place the interests of others ahead of MTASTD's obligations to its corporate purposes and to the public interest. Conflicts or dualities of interest are also undesirable because they often reflect adversely upon the persons involved and upon the institutions with which they are affiliated, regardless of the actual facts or motivations of the parties. However, it is decidedly not in the long-range best interests of MTASTD to terminate or cease all association with persons who may have real or apparent conflicts or dualities of interest if there is a prescribed and effective method of rendering such conflicts harmless to all concerned.

It shall be the policy of MTASTD, therefore, not to preclude dealings with those having actual or apparent conflicts or dualities of interest so long as the same are disclosed promptly and fully to all necessary parties whenever they occur.

Section 9.2. Coverage of this Policy. This policy shall apply to all members of the Board and Executive Officers, agents, and employees of MTASTD, including independent contractor providers of services and materials. It shall be the obligation of MTASTD's management to publicize this policy to all such parties on a recurring basis.

Section 9.3. Disclosure of all Conflicts. All members of the Board and all officers, agents, and employees of MTASTD shall disclose all real or apparent conflicts or dualities of interest which they discover or have brought to their attention in connection with MTASTD's activities. "Disclosure" as used in these Bylaws shall mean providing to the appropriate persons a written description of the facts comprising the real or apparent conflict or duality of interest. 

Section 9.4. Proscribed Activity by Persons Having Conflicts. Where an individual director, officer, agent or employee believes that he or a member of his or her immediate family might have or does have a real or apparent conflict or duality of interest, he or she should, in addition to filing the notice of disclosure required under Section 9.3, abstain from making motions, participating in relevant deliberations, voting, executing agreements, attempting to influence others' votes, or taking any other similar direct action on behalf of MTASTD where the conflict or duality of interest might pertain. 

ARTICLE X

INDEMNIFICATION

Section 10.1. Coverage. Any person who at any time serves or has served as a director or officer of MTASTD, or in such capacity at the request of MTASTD for any other corporation, partnership, joint venture, trust or other enterprise shall have a right to be indemnified by MTASTD to the fullest extent permitted by the Tennessee Nonprofit Corporation Act, Tennessee Code Annotated sections 48-51-101 et seq. (or the corresponding provision(s) of any successor statute or law) against (a) reasonable expenses, including reasonable attorneys' fees, actually incurred by him or her in connection with any threatened, pending or completed action, suit or proceedings and any appeal thereof, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of MTASTD, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity, and (b) reasonable payments made by him or her in satisfaction of any judgment, money decree, fine (including, without limitation, an excise tax assessed with respect to an employee benefit plan), penalty or settlement for which he or she may have become liable in any such action, suit or proceeding.

Section 10.2. Payment. Expenses incurred by such person may be paid in advance of the final disposition of such investigation, action, suit or proceeding upon receipt of any undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by MTASTD under the laws of the State of Tennessee.

Section 10.3. Evaluation. The Board of MTASTD shall take all such action as may be necessary and appropriate to authorize MTASTD to pay the indemnification required by this Article X, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the amount of indemnity due him or her and giving notice to, and obtaining approval by, MTASTD.

Section 10.4. Consideration. Any person who at any time after the adoption of this Article X serves or has served in any of the aforesaid capacities for or on behalf of MTASTD shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this Article XI. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification.

Section 10.5. Insurance. MTASTD shall have the power, by resolution of the Board, to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of MTASTD, or is or was serving at the request of MTASTD as a director, officer, employee or agent of any other Corporation, partnership, joint venture, trust or other enterprise, against any liability asserted him or her and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not MTASTD would have the power to indemnify him or her against such liability.

Section 10.6. Non-Exclusivity of Rights. The right of indemnification hereinabove provided shall be in addition to other rights of indemnification permitted by applicable law, and shall not be exclusive of any rights to which any such director, officer, employee or agent may otherwise be entitled under any bylaws, agreement, vote of the Board or otherwise with respect to any liability or litigation expenses arising out of his or her activities in such capacity. 

ARTICLE XI

MEETINGS

Section 11.1. Annual Meetings. There shall be an annual meeting of the Members of MTASTD at such other time or place as the Board of Directors shall determine. At the annual meeting, elections of directors, officers and others may be held in accordance with these Bylaws if electronic means are not employed. In addition, the members shall consider such other business as may properly be brought before the meeting. In the event of an emergency, the Board of Directors by two-thirds (2/3) vote may cancel or reschedule the annual meeting. All members shall be notified of the cancellation or rescheduling and the results of the election.

Section 11.2. Special Meetings. Special Meetings of the members may be called by the President, the Board of Directors or upon written request of 51% of the membership.

Section 11.3. Notices. Notices of all meeting of the membership shall be mailed or emailed in advance of the date of the meeting.

Section 11.4. Quorum.  Current members, including two (2) officers, one of whom shall be the President or Vice President, shall constitute a quorum.

Section 11.5. Official Record. An official record of the meetings will be made. 

ARTICLE XII

COMMITTEES

Section 12.1. Standing Committees. 

There shall be the following standing committees:

1. Nominating Committee
2.  Golden Torch Committee
3.  Special Interest Groups

The Chairs of all Committees, other than the Nominating Committee, shall be appointed by the President or VPs.

Section 12.2. Ad Hoc Committees. Ad Hoc committees may be appointed as authorized by the Board of Directors.

Section 12.3. Ex-officio Members. The President shall be an ex-officio member of all committees except the Nominating Committee. Other ex-officio members may be appointed to the board by a majority vote of the executive board.

Section 12.4. Quorum. The Quorum for any committee meeting shall be a majority of the members of the committee. 

ARTICLE XIII

PARLIAMENTARY AUTHORITY

Robert's Rules of Order Newly Revised shall govern the proceedings of this corporation, in all cases not provided for in these Bylaws or in the standing rules or policies adopted by the Board of Directors. 

ARTICLE XIV

AMENDMENT OF BYLAWS

These Bylaws may be modified, amended, added to, or repealed by an affirmative vote of a majority of the members of the Board. In addition, these Bylaws may be amended at any annual meeting or special meeting called for that purpose, by a majority of the general members present and voting, provided that the proposed amendments shall have been made available to each voting member at least thirty (30) days in advance. 

CERTIFICATION