Article I - Name and Purpose

Section A: Chapter Name

This organization is doing business as the Association for Talent Development – Central Indiana Chapter (ATD-CIC). The registered office of the chapter shall be located in the State/Commonwealth of Indiana.

Section B: Affiliation with the National Society

The chapter is an affiliate of 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 selected by the membership. The Board of Directors shall set policies within the limits prescribed by these bylaws.

Section D: Purpose

The Board of Directors will maintain a mission statement and make it available to the membership. The Chapter is organized exclusively for charitable and educational purposes under Section 501 (c)(3) of the Internal Revenue code, or corresponding section of any future federal tax code.

Section F: 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, politico/, affiliation, veteran status, physical or mental impairment.

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 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 is transferable, if the membership fee was paid by an organization and not an individual.

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 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 (20) 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 action 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 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 five (5) individuals selected from among chapter members in good standing as specified in Article II of these bylaws. There is no requirement for the maximum number of Board positions required; however, this should correlate to those positions required to meet fluctuating membership demands. 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, Immediate Past President, and other Vice Presidents and Directors as determined by the Board of Directors and these bylaws.
3. The President's responsibility is to serve 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 Indiana. 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.  The Vice Presidents and Directors will have position descriptions approved by the Board, listing the duties and responsibilities of each position. Position descriptions will be made available upon request to chapter members and potential Board members 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. (National society membership is a required element of all chapter charters.)

Section D: Terms

The President will serve a one year term, but may extend for up to two years as necessary and with approval from the remaining Board members including the President-Elect. Board members selected for Vice President and Director positions shall serve two year terms. Board members may stand for re-election to the same board position and if so, may serve no more than two consecutive terms. A board member may run for the President-Elect position after he or she has served on the board for one year.

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 on a regular basis as set by the board from year to year. Meetings will occur at least as often as CARE requires. The exact time and place of all Board meetings will be announced to all Board members at least 14 days in advance of the meeting.

Section G: Attendance:

Board members must attend 2/3 of scheduled board meetings during the year. Failure to attend three 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. The Board will consider extraordinary circumstances preventing attendance when determining its course of action.

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 meeting of the Board of Directors. Written notice of, and rationale for, proposed suspension or termination shall be mailed 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 three (3) 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 Immediate Past President 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

1. The President-Elect will form a Nominating Committee with the approval of the Board of Directors. The Nominating Committee will have no fewer than four (4) members, and will include the Immediate Past President, President, President-elect, and one (1) chapter member in good standing not currently serving in an elected position.
2. The Nominating Committee will seek the input of the Board of Directors and will present a slate of qualified candidates to the membership at least thirty (30) calendar days prior to the selection process or forty-five (45) calendar days prior to the end of the current Board terms, whichever comes first.
3. The slate will be published to the membership and the Board will be selected by a majority vote of chapter members.

Article V - Financial Review

 Section A: An internal 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 external audit or external financial review conducted by a certified public accountant is mandated every two (2) 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 Vice President of Operations, and one other chapter member in good standing who has not served as a Board member for at least two years. The Director 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 – Committee Volunteers

In addition to committees specified in these bylaws, committees of volunteers 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 and the following stipulations will apply to all volunteers.

1. There will be two levels of volunteers within the Chapter: (a) Committee level – is a member who serves on a committee such as Programming, Membership or Learning Summit, meets regularly with the group and takes on various roles within the team to accomplish the goals of that function. (b) Task level – is a volunteer who supports a committee or Chapter event or specific function in a limited capacity (i.e. making phone calls to new members, taking attendance at a monthly event).
2. Membership in ATD-CIC is mandatory for all committee-level volunteers, but is optional for task-level volunteers.

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.

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. 10% 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 State of Indiana 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 thirty (30) calendar days prior to voting on such measures.

Section C: Amendments must be approved by a majority vote of chapter members in good standing voting by mail, electronic ballot or at a duly called special meeting.

Section D: Notice of approved changes to these Bylaws shall be published or distributed to all chapter members no later than sixty (60) days following adoption.

Article X - Dissolution of Chapter & Liquidation of Assets

1. The chapter may be dissolved by a vote of two-thirds of chapter members in good standing.
2. 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 for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.