ByLaws of NSA/Colorado

ARTICLE I – NAME AND AFFILIATION

Section 1. Name. The name of the organization shall be NSA - COLORADO hereinafter referred to as THE CHAPTER.

Section 2. Affiliation. THE CHAPTER is affiliated with the NATIONAL SPEAKERS ASSOCIATION, INC., hereinafter referred to as NSA, which is incorporated in the State of Arizona. THE CHAPTER is subject to NSA’s Articles of Incorporation, its Bylaws, Rules and Policies. THE CHAPTER holds its Charter and its United States Government Tax Identification Number as an affiliate of the NSA. THE CHAPTER shall, in no way, obligate its financial obligations to the NSA. THE CHAPTER’s Charter may be revoked and THE CHAPTER dissolved at the discretion of NSA.

Section 3. Incorporation. THE CHAPTER is incorporated in Colorado and under the laws of the United States as a section 501.c.3 not-for-profit corporation.

ARTICLE II – PURPOSE AND OBJECTIVES

Section 1. Purpose and Objectives. THE CHAPTER’s purpose and objective is to increase the public awareness of the speaking profession in the Rocky Mountain area. It shall also promote the integrity and visibility of the speaker members. The members may share their knowledge and gain friendships of others who have similar platform interests. THE CHAPTER shall encourage the members in their pursuit of professional speaking; encourage others to become members of NSA; and to adhere to the NSA CODE OF PROFESSIONAL ETHICS. Further, THE CHAPTER abides by the purpose and objectives as covered by the Articles of Incorporation of the NSA.

ARTICLE III – MEMBERSHIP

Section 1. Categories of Membership. The Categories of Membership of THE CHAPTER shall be:

            Professional Member. Those members who: (1) make a minimum of twenty (20) fee-paid

            professional speaking engagements every year or earn a minimum of twenty five

thousand ($25,000.00) dollars in speaking income every year, (2) are a Bureau Member of  NSA, or (3) are a Service/Supplier Member of NSA.

            Affiliate. Those persons or companies who don’t meet the requirements of

Professional Membership. Affiliates are non-voting members of THE CHAPTER.

Section 2. Admission to Membership. Admission to membership in THE CHAPTER shall be determined by the applicant’s status as a member in good standing of NSA. Also by the applicant’s desire to associate with other professional speakers and to pay THE CHAPTER’s dues and fees. The applicant’s membership dues and initiation fees shall be assessed by THE CHAPTER’s Board of Directors.

Section 3. Dues. Dues are payable immediately after the receipt of an invoice to be sent by THE CHAPTER’s Treasurer by early September. An account shall be delinquent 60 days after receipt of the invoice and non-payment of the assessed dues. The account shall be automatically dropped from membership for having become delinquent. A dropped account may be reinstated after paying the dues and late fees established by the Board of Directors. The Treasurer shall notify delinquent accounts of their possible loss of membership for non-payment of dues thirty (30) days after the initial invoice was sent.

Section 4. Resignation from THE CHAPTER. Any member desiring to resign from THE CHAPTER shall submit a letter of resignation to the Board of Directors. No reimbursement of dues or fees shall be granted upon the acceptance of the letter of resignation.

ARTICLE IV – BOARD OF DIRECTORS AND OFFICERS

Section 1. Governing Body. The governing body of THE CHAPTER shall be a BOARD OF DIRECTORS, hereinafter called THE BOARD, which shall supervise, control and direct the affairs of THE CHAPTER. The Officers and Directors shall constitute the Board. The Board shall have general supervision of the affairs of THE CHAPTER, fix hours and place of meetings, set dues and fees, fill vacancies of unexpired terms and such other duties as are specified by these Bylaws. The Board shall be subject to the orders of the Membership and none of its actions shall conflict with the actions taken by THE CHAPTER or the NSA.

Section 2. Meetings of the Board. The Board shall meet regularly as established by Board policy. At least four (4) meetings are required annually: one to fix the agenda for the Business Meeting in October, one to review actions taken at the Business Meeting in October, one to fix the agenda for the election of Officers and Directors, and one to review the actions of the Membership after the election of Officers and Directors.

Section 3. Makeup of the Board. THE BOARD shall be made up of Officers and Directors. The Officers of THE CHAPTER shall be President, President-Elect, Vice President of Professional Development, Vice-President of Membership, Vice-President of Industry Relations, Secretary, Treasurer and Immediate Past President. There shall be four (4) Directors-at-Large, hereinafter referred to as Directors. The Officers shall perform the duties as prescribed in these Bylaws according to parliamentary laws and policies adopted by THE CHAPTER.

Section 4. President. The President shall be the Chief Officer of THE CHAPTER. The President shall preside at all meetings of the Board and of the Membership unless s/he designates another person. The President shall be a voting, ex-officio member of all committees except the Nominating Committee.

Section 5. President-Elect. The President-Elect is the duly elected Chief Officer of THE CHAPTER for the next fiscal year. The President-Elect shall assume the duties of the President in the event of the President’s temporary disability or absence from any meetings. The President-Elect shall also have such other duties as the President may assign.

Section 6. Vice-President of Professional Development. The Vice-President of Professional Development shall be responsible for programs at the General Membership meetings, “Members-Only” meetings and other such gatherings where the members and guests can hear and learn from other speakers. The Vice-President of Professional Development may also have other duties as the President may assign.

Section 7. Vice-President of Membership. The Vice-President of Membership shall be responsible for promoting and encouraging qualified professional speakers to join THE CHAPTER. The Vice-President of Membership shall also be responsible for keeping the roll of members in good standing, registration of members and guests at meetings and other such duties as the President may assign.

Section 8. Vice-President of Industry Relations. The Vice-President of Industry Relations’ primary function is to serve on the Board of the Meetings Industry Council (MIC) and attend monthly meetings. The Vice-President of Industry Relations will be responsible for interacting with the Strategic Partnership Council Representative who oversees Colorado on behalf of NSA National.

Section 9. Secretary. The Secretary shall keep all records and seals of THE CHAPTER. The Secretary shall issue the “Call to Meeting,” keep the minutes of all meetings and other such duties as the President may assign. The Secretary, along with the President, shall be the official correspondents to The National Speakers Association and to any governmental inquiries.

Section 10. Treasurer. The Treasurer shall receive and expend all monies on behalf of THE CHAPTER and other such duties as the President may assign. The Treasurer shall give a regular accounting of THE CHAPTER’s finances to the Board

Section 11. Line of Succession. In the absence of the President at a Membership Meeting or a Board of Directors Meeting, the President-Elect, then in succession, the Vice-President of Professional Development, the Vice-President of Membership, Vice-President of Industry Relations, Secretary, Treasurer and Immediate Past President, shall act as Presiding Officer. In the event of the resignation, incapacity or death of the President, the President-Elect shall immediately become President for the remainder of the term. The newly installed President shall also serve his/her duly elected term. In the event the President-Elect is unwilling or unable to assume the duties of the Office of President, the Board will appoint a new President from among its members who shall serve for the remainder of the term.

Section12. Quorum of the Board. A quorum of the Board shall be seven (7) members.

Section 13. Absence of a Quorum. In the absence of a quorum, business may be conducted and the total Board polled by electronic ballot to secure the approval of action taken. The record of the meeting and the polling results shall be held on file by the Secretary. The results of the electronic poll shall be posted and reported to the Board within three (3) business days. The action taken in the electronic poll shall be binding upon THE CHAPTER. Proxies and absentee ballots shall not be used in the business of the Board.

ARTICLE V – ELECTION OF OFFICERS AND DIRECTORS

Section 1. Nominating Committee. The Nominating Committee shall be composed of at least five (5) Professional Members of THE CHAPTER. The Immediate Past President shall chair the committee. In addition to the Immediate Past President, the committee shall include the President-Elect, one other member of the Board and two (2) other Professional Members of THE CHAPTER. The President shall recommend the new Nominating Committee members and present them to the Board for approval not later than January 31 of each year. These committee members shall serve until their successors are appointed. Members of the Nominating Committee may not stand for election as Officer or Director.

Section 2. Nomination and Election of Board Officers. The election of Officers shall take place once a year. The Nominating Committee shall accept nominations and prepare a slate of nominees to fill the positions of all Board Members whose terms are expiring and ascertain the availability and qualifications of such nominees to serve in those positions. The Nominating Committee shall solicit and accept recommendations from the board and shall determine those who are best qualified to serve from demonstrated leadership ability at CHAPTER activities and an absence of previous ethical violations in accordance with the NSA Code of Professional Ethics. Selection proceedings shall be confidential and the Nominating Committee shall not be required to notify individuals who were nominated but not selected of those reasons for non-selection.

Section 3. Qualifications. Nominations for Officers and At-large Board Directors shall be restricted to current members in good standing of NSA and THE CHAPTER with a desire to serve.

Section 4. Election of At-large Board Directors. A ballot will be prepared listing all candidates with their credentials, and sent to last known email address of all Members in good standing at least 30 days prior to the election. Absentee Ballots shall be returned to the specified address no later than two (2) days prior to the Election Meeting Date. The Nominating Committee will tally all votes during the Election Meeting and the results announced before the end of that meeting.

Section 5. Publication of the Ballot. The Chair of the Nominating Committee shall notify THE CHAPTER Membership of the names of nominees not later than ten (10) business days prior to the April or May Business and Election Meeting. A ballot listing the candidates shall be prepared and the candidates will be presented in person to the Membership at the April or May Meeting.

Section 6. Terms of Office. The Officers, except the President-Elect and the At-large Board Directors, shall be elected by ballot to serve for a one (1) year term or until their successors are elected. The President-Elect shall serve for three (3) contiguous years progressively as President-Elect, President and Immediate Past President. The Directors shall be elected by ballot to serve for two (2) year terms and have staggered terms so that two (2) Directors are elected each year. The term of office is a fiscal year beginning July 1 and ending June 30 the following year.

Section 7. Limitation of Term of Service. No member shall hold more than one office at a time. No member shall be eligible to serve more than two consecutive terms in the same office.

Section 8. Removal from Office. Any Officer or Director may be removed from office by the affirmative vote of two thirds (2/3) of the Professional Members, at any meeting of the Members, provided that written notice was sent by US mail or electronically to said Officer or Director at his/her last known address, at least one (1) week prior to the date of such meeting. All members will be sent notice of this meeting by US mail or electronically not later than one (1) week prior to such meeting.

Section 9. Dismissal for Absence. Any Officer or Director who misses three (3) consecutive Board Meetings without presidential permission shall be automatically dismissed from office.

Section 10. Vacancies. Vacancies on the Board shall be filled by appointment by the President and approved by the Board, to serve until the next annual Election of Officers and Directors.

ARTICLE VI – MEMBERSHIP MEETINGS

Section 1. Required Meetings. Two Membership Meetings will be required by THE CHAPTER: a Business Meeting in October for the presentation of the Chapter Business Plan and Guidelines (program of work), Budgets and other business and a Business and Election Meeting in April or May, or as designated by the Board, for the presentation of the slate of Officers and Directors-at-Large and to give Directors Reports. Notice of these meetings shall be mailed to all members by US mail or electronically at least two (2) weeks in advance of the meetings.

Section 2. Special Meetings. Special Meetings may be called by the President or by the Board or by written request of twenty (20) percent of the Professional Members of THE CHAPTER. The purpose of Special Meetings shall be stated in the “Call to Meeting.” Except in emergency situations, at least one (1) week’s notice shall be given.

Section 3. Quorum. A quorum of THE CHAPTER at Membership meetings shall be twenty (20) percent of the total Professional Membership.

Section 4. Absence of a Quorum. In the absence of a quorum, business may be conducted and the total Professional Membership polled by US mail or electronic ballot to secure the approval of action taken. The record of the meeting and the polling results shall be held on file by the Secretary. The results of the electronic poll shall be posted and reported to the Membership within ten (10) business days. The action taken by the special poll shall be binding upon THE CHAPTER.

ARTICLE VII – COMMITTEES

Section 1. Standing Committees. There shall be two (2) Standing Committees: a Finance Committee and an Auditing Committee.

Section 2. Finance Committee. A Finance Committee shall be composed of the Treasurer and such other Members the President shall appoint. The Finance Committee shall prepare a budget for the upcoming fiscal year beginning July 1 and shall submit said budget to the Board for approval. After Board approval, the budget shall be presented to the Membership at the Business Meeting in October for approval. The Finance committee may submit supplements and changes to the budget during the current term.

Section 3. Auditing Committee. An Auditing Committee shall be appointed by the President with Board approval. No member of the Auditing Committee may be a member of the Finance committee. An audit of the Treasurer’s accounts shall be performed by the Auditing Committee, or contracted Certified Public Accountant (CPA) under the supervision of the Auditing Committee, and a report shall be filed within sixty (60) days of the start of the fiscal year.

Section 4. Chapter Business Plan and Guidelines Committee. The Officers, Directors, all Standing Committee Chairs and Chairs of Special Committees as directed by the Board, shall prepare a Chapter Business Plan and Guidelines as a program of work to be approved by the Board. The approved Chapter Business Plan and Guidelines will govern activities of each committee.

Section 5. Other Committees. Such other committees, standing or special, shall be appointed by the President with approval of the Board as shall be deemed necessary to carry out the work of THE CHAPTER.

ARTICLE VIII – AMENDMENTS TO THE BYLAWS

Section 1. Amendments. These Bylaws may be amended at any meeting of THE CHAPTER by a two-thirds (2/3) vote of the Professional Members, provided the amendment has been submitted in writing by US mail or electronically at least two (2) weeks prior to the meeting AND a quorum is present.

ARTICLE IX – MISCELLANEOUS

Section 1. Rules of Order. The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern THE CHAPTER in all cases to which they are applied and in which they are not inconsistent with these Bylaws and any other special rules of order THE CHAPTER may adopt.

Section 2. Dues, Fees and Assessments. The Board shall establish membership dues, fees, meeting assessments and other fees within the guidelines of the budget and supplements approved by the members.

Section 3. Rules of Professional Conduct. The Board may promulgate such rules of professional conduct and the procedures for their enactment and sanctions as it deems necessary.

Section 4. Seal of the National Speakers Association. The Seal of the National Speakers Association may be used by the Members of THE CHAPTER to designate membership only if they are members in good standing with both NSA and THE CHAPTER.

Section 5. Insurance. THE CHAPTER may purchase and maintain insurance and bonding on behalf of any person who is an Officer, Director, Employee, Agent or who is serving at the request of THE CHAPTER.

Section 6. Dissolution. If THE CHAPTER is dissolved due to lack of interest of the Membership, for other reasons or at the request of NSA, all liens of indebtedness and, or all accrued monies, shall be distribute equally to the members in good standing as of July 1 in the year of dissolution.

Section 7. Written Communication. For the purpose of these Bylaws, written communication shall include: US Mail, Fax, Electronic and/or Web-based Communications.