ARTICLES:

1. Name and Purpose
2. Membership
3. Board of Directors
4. Election of Officers
5. Financial Review
6. Committees
7. Special Meetings of the Chapter
8. Indemnification
9. Amendment and Modification of Bylaws
10. Parliamentary Procedure
11. Dissolution of Chapter and Liquidation of Assets

Section A. Chapter Name

The name of this organization is the Lincoln Chapter of the American Society for Training and Development. The registered office of the Chapter shall be located in the State of Nebraska.

Section B. Affiliation with the National Society

The Chapter is an affiliate of the American Society for Training and Development, 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, which sets 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:

The purpose of the organization is to achieve a better utilization of human ability and potential in business, industry, education and government by:

1. Providing leadership in the field of personnel training and development in order to assist management to develop and maintain a competent work force;
2. Insuring continuity of effective organization leadership by assisting management to motivate personnel to achieve individual growth goals;
3. Promotion and understanding of training and development as a basic responsibility of management;
4. Encouraging or sponsoring appropriate research and publishing results in the fields of training and development;
5. Providing means for the dissemination and exchange of knowledge, skills and attitudes about training and development;
6. Encouraging educational institutions to provide programs for the preparation and growth of training and development practitioners;
7. Encouraging the participation and affiliation of individuals and groups concerned with specialized areas of activity or interest within the broad field of personnel training and development.

Section E. 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, political affiliation, veteran status, physical or mental impairment.

Section F. 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, unless the issue falls within the bounds of the organization's mission.

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. Each member in good standing shall have a vote and full membership rights.

A member in good standing shall be:

1. One who subscribes to the purpose of the Chapter as specified in ARTICLE I, Section D.
2. One whose membership dues are fully paid for the current year.

Any person desiring membership shall complete the prescribed application and submit it with dues payment to the Lincoln Chapter of ASTD.

Section B. Dues

Dues, fees, and terms of Chapter membership will be set by the Board of Directors. Chapter membership is held by the individual or company who purchased the membership. Thus, if a company has paid for a person's membership and that person leaves the company, the company may transfer ASTD-Lincoln membership to another employee for the remainder of that year.

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 the 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 the member is suspended or terminated, 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 the following: establishing policy for the operation of the Chapter; approving the annual plan and budget; approving categories of membership; authorizing new committees of the Chapter; and performing other functions as appropriate.

Section B. Membership

1. The Board of Directors will consist of no fewer than six (6) officers and three (3) directors, elected from among Chapter members in good standing as specified in ARTICLE II of these bylaws. Board members continue in office until their successors take office.
2. Officers of the Board of Directors shall be President, President-Elect, Past President, Vice President of Membership, Vice President of Programming or Professional Development, Vice President of Communication/Secretary, and Treasurer. Additional directors may be appointed as needed.
3. 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 State of Nebraska. 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. 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.
5. Treasurer
   The Treasurer shall report on the financial condition of the Chapter at meetings of the Board and at other times when called upon by the president.
6. Other Vice Presidents shall include but not be limited to the following:
   1. Vice President of Membership
   2. Vice President of Programming
   3. Vice President of Communication/Secretary

All 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 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 ARTICLE II of these bylaws. Board members are strongly encouraged to maintain membership in the National Society, and effective 1/1/01, are required to do so.

Section D. Terms

Board members shall be elected to serve terms of one year. Board members may stand for re-election to the same board position, serving not more than three consecutive terms.

The President shall not succeed him/herself in office.

1. A majority of members of the Board of Directors shall constitute a quorum at any meeting of the Board.
2. The act of the majority of the 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.
4. The Board of Directors shall assume their respective positions on the Board the first day of January in the year immediately following the elections.

Section F. Meetings

The Board of Directors will meet monthly or at the discretion of the President. The Board shall otherwise meet at the call of the President or upon written request addressed to the Vice President of Communication/Secretary by any three members of the Board. The date of Board 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.

Chapter members are permitted to attend all regularly scheduled Board meetings. All agenda items should be submitted to the President by the Board members and/or Chapter members at least one week prior to the meeting of the Board.

Section G. Attendance

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.

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.

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 or Past President will be chosen by a majority vote of the Board of Directors, to assume the position and its responsibilities. If both the offices of President and President-Elect become vacant simultaneously, the 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.

ARTICLE IV. ELECTION OF OFFICERS

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 three (3) Chapter members in good standing not currently serving in elected positions.

Section B.

The Nominating Committee will seek the input of the Board of Directors and will present a slate of qualified candidates of Board officers to the membership in the September issue of the Chapter's newsletter.

Section C.

At the September Chapter meeting, the president will present the proposed slate of Officers, and take any additional nominations from the floor. Anyone nominated from the floor must be a member of the Chapter and (effective 1/1/01) the national Society, in good standing.

Section D.

The Nominating Committee will confirm any nominees from the floor and add their names to the proposed slate of candidates. Election ballots will be sent to the membership within ten (10) days of the September Chapter meeting. Officers will be elected by receiving a simple majority of the total ballots cast.

Section E.

Additional board members who serve as directors are appointed by the President Elect, with the guidance of the Nominating Committee.

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 two 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 financial review 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/Treasurer shall not be eligible to serve on the committee, but will provide the committee or an independent auditor 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 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 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/Commonwealth of Nebraska 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 of Chapter members in good standing voting by mail or e-mail 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. PARLIAMENTARY PROCEDURE

Parliamentary procedure, if used, will be in accordance with Roberts Rules of Order.

ARTICLE XI. DISSOLUTION OF CHAPTER AND 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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