Greater Atlanta Chapter Association for Talent Development (ATD) BYLAWS

ARTICLE I. SCOPE

The Bylaws detail the functions, regulatory practices and management procedures of the Chapter subject to the Constitution. All functional areas of the Chapter (i.e., Executive Board and its committees/subcommittees and the Board of Directors and its committees/subcommittees) shall understand and execute these Bylaws and all ATD Chapter Affiliation Requirements (CARE).

ARTICLE II. MEMBERSHIP

1. Membership is open to all individuals who have an interest or involvement in the Chapter’s purpose.

2. Memberships are individual and nontransferable, except for organizational memberships. Organizational memberships are assignable within a defined organizational membership.

3. Each member in good standing has a vote and full membership rights.

4. A member in good standing is one who meets the requirements for membership and whose dues are fully paid for the membership year.

5. A member may be suspended or expelled by a two-thirds vote of the Board of Directors for conduct injurious to the Chapter.

6. The Board of Directors may grant honorary membership status to an individual for outstanding contributions to The Greater Atlanta Chapter or to the field of talent development. The Board will also specify the period of honorary membership and any modification or exemption from Chapter dues via majority vote.

7. Chapter dues are waived for Past Presidents for life.

ARTICLE III. CHAPTER ADMINISTRATION

Board of Director (BoD) and Executive Board (EB) Meetings

1. The Boards shall meet minimally four times per year as prescribed by ATD Chapter Affiliation Requirements (CARE) – Administrative Component.

2. Board Meetings are open to all Chapter members in good standing.

3. Board Meetings will be scheduled on the Chapter’s website calendar.

4. At any time during a meeting, the Board of Directors or the Executive Board may enter into executive session (i.e., excuse all non-Board members from this portion of the meeting) to discuss grievances, personnel or financial matters or any matter the Board deems appropriate to discuss in a closed-session format.

5. All Board members are encouraged to attend Chapter and Community of Practice Meetings.

Board of Directors

1. A simple majority (greater than 50%) of Members of the Board of Directors shall constitute a quorum to convene a BoD meeting. Although BoD meetings are open to anyone, only members of the Board of Directors are considered in determining the quorum.

2. A simple majority vote of the quorum shall be the act of the Board unless a greater proportion is required by the Constitution and/or these Bylaws. Only the members of the Board can vote on business of the Board.

3. Board of Directors meetings may be conducted via in-person meeting, conference call, or online conferencing.

4. Proxies are not allowed for BoD Members.

5. The Order of Business at all Board meetings shall be prescribed by the Chair. Robert’s Rules of Order shall govern all Board meetings on any point not covered in the Constitution and/or the Bylaws.

6. Special meetings of the BoD may be called by any member of the Board.

7. Before September 30 of each calendar year, the BoD shall review, update and approve the Chapter Strategic Plan and deliver the plan to the President and President-Elect. The Chapter Strategic Plan shall be published on the Chapter website.

8. Quarterly, the BoD shall review the performance of the Executive Board and provide feedback and support to the President regarding organizational effectiveness.

9. The BoD, with support by the EB, is responsible for executing the Chapter’s annual election process.

Executive Board

1. A simple majority (greater than 50%) of Members of the Executive Board shall constitute a quorum to convene an EB meeting. Although EB meetings are open to anyone, only members of the EB are considered in determining the quorum.

2. A simple majority vote of the quorum shall be the act of the Board unless a greater proportion is required by the Constitution and/or these Bylaws. Only the members of the Board can vote on business of the Board.

3. EB meetings may be conducted via in-person meeting, conference call, or online conferencing.

4. Proxies are not allowed for EB Members.

5. The Order of Business at all Board meetings shall be prescribed by the President. Robert’s Rules of Order shall govern all Board meetings on any point not covered in the Constitution and/or the Bylaws.

6. Special meetings of the EB may be called by any member of the Board.

7. Bimonthly, the EB shall review the Chapter’s performance and make adjustments in their tactical plans to ensure the Chapter is on track to reach its goals.

8. Each January, the EB shall review all contracts, affiliations with other professional organizations and partnerships and report the status to the BoD.

9. All EB members are expected to attend all Chapter Meetings.

ARTICLE IV. CHAPTER OFFICERS AND FUNCTIONAL PORTFOLIOS

1. National and local ATD membership is a prerequisite to holding an elected or appointed office on either the Board of Directors (BoD) or the Executive Board (EB). National membership must be secured when appointed or accepting a nomination to stand for election.

2. BOD Senior Advisors will contribute a minimum of $200 yearly, unless they are under economic hardship.

3. The BoD consists of six elected Senior Advisors, one appointed senior advisor, the President, Past-President, President-Elect, and the CFO and all are voting members.

a. Six Senior Advisors are elected for three-year terms with two Senior Advisor replaced annually. The President appoints one Senior Advisor for a one-year term as a voting member. The Past President is automatically appointed as a Senior Advisor for a one-year term.

b. By a simple majority vote, the Board selects a Chair from the Senior Advisors. The Chair presides at all meetings of the BoD. The Chair appoints BoD Committees and Task Forces for projects supporting the Board’s role and responsibilities. The Chair can designate another BoD member to preside over a meeting.

c. The Chair is responsible for onboarding all BoD members prior to beginning their respective term including midterm replacements.

d. The BoD Chair is accountable for ensuring the BoD executes all aspects of the CARE applicable to strategy development and operational effectiveness.

e. The President (or President-Elect) shall represent the Chapter’s EB at all BoD meetings.

4. The Executive Board consists of the President, President-Elect, and the Vice Presidents (VPs) listed below. The President may create additional VPs as she/he deems necessary to execute the Chapter’s Strategic Plan while keeping the size of the EB around 10.

a. All EB members are responsible for reviewing the CARE for their area, budget planning, preparing and executing annual plans, and reporting to the EB the progress of those plans.

b. The President is accountable for ensuring the EB executes all aspects of the CARE applicable to the operation of the EB and Chapter.

c. The President shall in collaboration with the EB create an annual Chapter Operational Plan in accordance with the CARE.

d. Each January, the President shall communicate to members the State of the Chapter and publish the document on the Chapter website.

e. The President is responsible for ensuring current position descriptions for all BoD and EB positions are posted on the Chapter website.

f. The President is responsible for ensuring that all current Chapter BoD and EB members are listed on the Chapter website.

g. The President is responsible for onboarding all EB members prior to beginning their respective term including midterm replacements.

h. The President is responsible for ensuring the Chapter Organizational Chart is posted on the Chapter website and updated at least quarterly.

i. The President presides at all meetings of the EB and Chapter, represents the Chapter at all official functions, directs the administration of Chapter Business, and serves as an ex-officio member of all EB Committees. The President may create Committees or Task Forces to address issues or challenges the Chapter faces. With the approval of the EB, the President may appoint a Board Consultant to support leadership and parliamentary procedures.

j. The President may modify the EB’s leadership structure to support all identified functional areas needed to execute the Chapter’s Strategic Plan and to best serve the Chapter’s goals and initiatives.

k. The President is responsible for communicating Chapter and financial policies to all Chapter leaders.

l. The President-Elect acts for the President in his/her absence. The President- Elect is responsible for the following:

i. Completing the Chapter’s annual CARE submission; and

ii. Maintaining leadership continuity, including the annual Leadership Academy and transition of her/his Executive Board; and

iii. Reviewing the Chapter’s Strategic Plan, developing Chapter Goals based on executing the Strategic Plan as required by CARE, and determining the required makeup of her/his EB.

m. The CFO is responsible for the financial operations of the Chapter. The CFO will report monthly to the EB and BoD the financial position and health of the Chapter. The CFO will review all fiscal practices annually and update as required.

n. At a minimum, the EB shall consist of the following additional Vice Presidents:

i. Communications and Marketing – responsible for marketing all Chapter meetings, professional development programs, and Communities of Practice (CoPs) meetings and ensuring Chapter communication channels are effective and operational.

ii. Community Relations – responsible for ensuring community involvement programs are effective and operational.

iii. Member Services – responsible for ensuring membership activities and member services are effective and operational.

iv. Programming – responsible for ensuring all the following events are developed and posted on the Chapter Calendar: Chapter Meetings, Communities of Practice Meetings, Geographic Interest Group (GIG) Meetings, Professional Development Programs, and the Annual Conference and Expo (ACE).

v. Technology – responsible for all technology, regardless of function, that supports the Chapter.

o. Vice Presidents (VP) shall be appointed by the President for a two-year term. The term may be extended by the president for an additional year. If there are no other volunteers (after a search is conducted) for the position after three years, the president may extend the term until the position is filled. At the discretion of the President, these roles may be combined or split across multiple individuals as co-VPs.

p. VPs are responsible for ensuring current position descriptions for all positions within their respective area of responsibility are posted on the Chapter website.

q. All VPs are responsible for coaching and supporting their respective leadership teams.

5. The CFO, Senior Advisors and VPs are limited to two consecutive terms unless an additional term is approved by a simple majority vote of the BoD.

6. The BoD and EB are responsible for ensuring that all Chapter policies and procedures are followed.

7. In recognition of service, all members of the BoD and EB receive no-cost registration at all Chapter events except Professional Development workshops and ACE.

ARTICLE V. RESIGNATION, SUCCESSION AND REMOVAL

1. An Officer may resign at any time by delivering written notice to the President or to the BoD Chair should the Chapter President resign. A resignation is effective upon receipt unless the notice states a later date. If a resignation is made effective at a later date, the vacancy may be filled before the effective date so long as the successor does not take office until the effective date.

2. In the event the Board of Directors (BoD) Chair cannot serve out his/her term, the BoD will select by simple majority vote a new Chair from the current Senior Advisors or Past President.

3. In the event an elected Senior Advisor cannot serve out his/her term, the BoD will select by simple majority vote a replacement from the general membership for the remainder of the term.

4. In the event the President cannot serve out his/her term, the President-Elect will assume the duties and responsibilities of the President for the remainder of the term and for the following year.

5. If the event the President-Elect cannot serve out his/her term, a special election will be held within 60 days of his/her announcement in accordance with these Bylaws.

6. In the event the CFO cannot serve out his/her term, the BoD will select by simple majority vote a new CFO from the general membership.

7. Any member of the BoD or the EB can be removed for nonperformance of duties or violation of Chapter policy by two-thirds vote of the full BoD.

8. Any BoD or EB member that resigns during their term forfeits no-cost registration for Chapter events for the balance of the year. Any BoD or EB member that resigns is noneligible to be nominated for an elected or appointed position for the balance of the year.

ARTICLE VI. FISCAL MANAGEMENT

1. The Chapter shall follow ATD Chapter Operating Requirements (CARE) – Financial Component.

2. An annual fiscal review of the Chapter’s financial records shall be conducted by the end of the first quarter of each calendar year. The review may be conducted by the CFO and Past President Committee member, another member of the Board of Directors (other than the immediate Past President) and another volunteer or an external financial audit entity. The BoD shall approve the committee appointees. A summary report shall be provided by the end of the first quarter to the BoD and EB.

3. The President has authority to sign legal contracts and can delegate that authority only to the CFO or the President-Elect.

4. The CFO is responsible for all Chapter financial practices and policies. All practices, policies and financial statements shall be published on the Chapter’s website. The CFO is responsible for updating all documents for the Chapter’s financial institution.

5. The President, President-Elect and CFO are the designated signers for approved payments and may designate Chapter employees as authorized signers as appropriate.

6. The Chapter shall have a minimum of six (6) months operating reserve.

ARTICLE VII. DUES

1. Annual dues shall be collected for the use by the Chapter to promote its purposes and objectives.

2. Dues and processing fees for members shall be set by the Executive Board and approved by the Board of Directors.

ARTICLE VIII. ELECTIONS

In August, the Chapter elects a President-Elect, a CFO, and a Senior Advisor using the following procedures:

1. By March each year, the Board of Directors (BoD) Chair selects a Nominating Committee Chair from the members of the BoD.

2. The Nominating Committee Chair establishes a Nominating Committee that prepares and qualifies a slate of nominees.

3. The Nominating Committee will include the President-Elect, serving as the Nominating Committee Chair. The committee will consist of at least three active members of the Chapter (the Nominating Committee Chair and two members from the general membership). Should the President-Elect resign during the election process, the President or Past President will fulfill that role.

4. By April each year, the Nominating Committee Chair will communicate a Call for Participation to General Members. The Nominating Committee Chair will select committee members from those members who respond. If there is no response, the BoD will act at the Nominating Committee.

5. The Nominating Committee will provide an Election Slate to the BoD by July. This slate must be approved by two-thirds vote of the full Board of Directors.

6. Elections should be held no later than August, earlier if possible.

7. Elections may be conducted via web-based forms.

8. The Poll remains open for two weeks.

9. Nominees receiving a simple majority vote are elected. Any ties in the vote count are resolved by two-thirds vote of the full BoD.

10. Results of the election are posted on the Chapter website within one week of the closing of the Poll.

ARTICLE IX. GRIEVANCES

1. Any Chapter member or paid staff member should report a violation of Chapter policy to the Chapter President or any member of the Board of Directors.

2. The Executive Board is responsible for grievance resolution.

3. The President will provide the resolution to the Chapter member or paid staff member.

4. If there is no resolution, the Chapter member or paid staff member can submit the policy violation to the Board of Directors Chair for resolution.

5. The Board of Directors Chair will provide the resolution to the Chapter member or paid staff member.

Article X. BYLAWS IN EFFECT

These Bylaws, having been approved by a simple majority of a quorum of the Board of Directors, shall take effect on September 24, 2024.