Chapter Bylaws: Nov 2005 2005

Bylaws of the San Diego Chapter of the

National Speakers Association

 This revision November 14, 2005






Section 1.             General Information


1.1        The Name of the Chapter shall be the "The National Speakers Association, San Diego ChapterĒ, 
      with the office maintained in the County of San Diego, State of California.

1.2        All actions of this Chapter shall be in accordance with the Bylaws and policies, procedures and

regulations of the National Speakers Association and shall be consistent with all such policies, procedures and regulations as may be adopted by the National Speakers Association. The Chapter shall not have the power to obligate or otherwise make the National Speakers Association liable for any expenditures or commitments, unless such expenditures or commitments shall first have been approved by the National Speakers Association

1.3       The Chapter shall not undertake any action or practices that would cause it to be no longer eligible for exemption from the payment of federal income taxes as a tax exempt organization within the meaning of section 501_ (6) of the Internal Revenue Code of 1954, as amended, or the corresponding provisions of any future United States revenue law.




Section 1.             Purpose

The primary purpose of the Chapter is to facilitate community and education among the National Speakers Association members residing within San Diego region and connecting areas.  The secondary purpose is to support and assist the objectives of the National Speakers Association within our local community.




Section 1.             Classes of Membership

1.1.            There shall be one class of Chapter membership consistent with the Bylaws of the National Speakers Association.  Any National Speakers Association member in good standing  (Professional Member, Bureau Partner, Service/Supplier Partner or Emeritus Member) and residing or maintaining a business office within a certain geographic distance of downtown San Diego as outlined in the chapterís Policies and Procedures Manual is automatically entitled to be a member of the NSA San Diego Chapter.  All other membership requirements, restrictions, etc., follow the NSA National Bylaws.






Section 1.             Annual Business Meeting  

The Board of Directors will hold an annual meeting of the Association to discuss the state and future of the Chapter.  The notice of this meeting must be at least five days (5) advance notice unless circumstances require immediate action.

Section 2.             Board of Directors Meetings

The Board of Directors may meet at the discretion of the President to discuss any issues that arise.  It is recommended that the Board meet at least four times during the year, in person or by teleconference. Alternately, a Board meeting may be called upon by a Board member by the written, telephone, or e-mail notification of all the members of the Board of Directors directed to either the Chapter President or Secretary.  The notice of this meeting must be at least five days (5) advance notice unless circumstances require immediate action.

Section 3.            Regular Meetings

There shall be at least four (4) meetings dedicated to educational purposes held throughout the year.  Additional meetings (educational or social) may be held as determined by the Program Chair and/or President.




Section 1.             Powers, Composition, Terms, Vacancies of the Board 

1.1              The Board of Directors shall manage the affairs and assets of the Chapter

1.2              The Board of Directors shall consist of least five (5) and no more than seven (7) members.

1.3       Each Director shall serve a two (2) year term, except the President who serves a one (1) year term.

All Directors must be members in good standing of the National Speakers Association, regardless of membership class.

1.4       The President may serve two terms, consecutive or not if such a need arises. 

1.5       The President may appoint a member to serve on the Board for the remainder of the current term.  The person may replace a Board Member or serve as an additional member on the Board.  This appointment must be approved by a  majority of the current Board.

1.6       The Immediate Past President shall sit on the Board as a voting member.


Session 2.             Voting

A simple majority of the members of the Board of Directors is required to approve any motion requiring a vote. Changes to Bylaws require an approximate two-thirds (2/3) majority vote of all Board of Directors (Voting Chart follows).  Voting by e-mail is an acceptable alternative provided that board members have the opportunity to voice contrasting opinions before a final vote is taken.

 5 Members  =  3 Votes required for Approval

6 Members  =  4 Votes required for Approval

7 Members  =  5 Votes required for Approval

Section 3.             Resignation or Removal

3.1              A Board Member may resign at any time by giving written or verbal notice to the President or Secretary.

3.2              Any Board Member, including the President, who terminates his or her membership in or whose membership is terminated in the National Speakers Association for any reason, automatically ends his or her term on the Board. 

3.3              A Board Member may be removed by a two-thirds (2/3) majority vote of the Board.  A Board member may be removed for violating NSA National Code of Ethics or missing excessive Board Meetings.





Section 1.             Officers

1.1              The required officers of the Chapter shall be the President, Secretary, and Treasurer and such other officers as deemed necessary by the Board of Directors each year.

1.2       The remaining Board Members shall be At-Large members and assigned positions by the President.

Section 2.             Duties of the Officers   

2.1              President

The President shall be the chief elected officer of the Chapter, preside over all meetings of the Board of Directors, and shall call such meetings of the Board of Directors, as he or she deems necessary. It shall be the duty of the President to exercise general supervision over the activities and welfare of the Chapter and to keep in regular touch with the other members of the Board of Directors and Chapter officers, relative to matters of policy. The President shall be an ex officio member of all Chapter committees, with the exception of the Nominating Committee.  The Chapter President, with the approval of the Board of Directors, may appoint the Chair and members of Chapter Committees as deemed necessary.

2.2              Treasurer

The Treasurer shall receive and disburse the funds of the Chapter, and shall keep, preserve, and/or oversee proper vouchers and books of accounts, which shall be open to inspection by the Board of Directors. The Treasurer shall deposit Chapter funds in such depositories as may be approved by the Board of Directors and shall disburse funds only for approved investments or upon approved vouchers and in accordance with procedures approved by the Board of Directors. The Treasurer shall submit a financial report to the Board of Directors upon request by the Chapter board, the Chapter President, or the National Speakers Association.  A annual report shall be made available, upon request, to the Chapter membership. The Treasurer shall ensure that all required tax forms with local, state, and federal authorities are filed. The Treasurer is also involved in a supervisory manner all fundraising, sets budgetary goals, and monitors income and expenditure, and chapter financial performance.  The Treasurer shall also work with an accountant to submit tax returns before the due date.

2.3              Secretary

The Secretary shall take the minutes and record attendance of all Board of Directors. All Chapter records except the financial and committee records, shall be under the control of the Secretary, including membership.  The Secretary shall keep such records and prepare such reports as may be requested by the Chapter or by the National Speakers Association. 


Section 3:            Election of Board of Directors

3.1       The Immediate Past President shall see to the management of all election procedures. No one running for election may manage election procedures.

3.2       No later than March 1 of each year, a notice will be sent via a separate and designated e-mail to members calling for nominations for open Board Positions.  Members may nominate themselves or someone else.

3.3               The Immediate Past President shall create an official election ballot that lists all nominees.  This may include their qualifications and position statements of 100 words or less.  Voting will be conducted via a separate and designated e-mail.  This ballot shall go out no later than April 1 with elections results completed by May 1st.

3.4               The highest number of votes cast shall determine the members who will fill the open positions. In the case of a tie, a run-off ballot will be sent to membership within one (1) week.

3.5       An e-mail stating the results shall be given to the current chapter President at least one (1) week prior to the May 15. The Immediate Past President shall announce the election results during the course of the next meeting and again in the chapterís subsequent newsletter.

3.6       Board members may serve up to two (2) consecutive terms.  However, they may serve additional terms if they are in line for presidency or there is no one else willing to serve.

3.7       The Immediate Past President or designate shall preside over the installation of all new directors and officers during the final general chapter meeting if possible.  At the onset of the fiscal year, the new board and officers will be officially installed and the outgoing officers and directors relieved of duty. During the transition phase, from installation until onset of active duty, the outgoing officers and directors will continue to carry full chapter responsibility.


Section 4:            President-Elect and Officer Selections


4.1       Before the official term of the next Board begins, the current board will vote for the President-Elect position.  Nominations shall come from the current Board Members. A majority vote by the Board will determine the next President Elect. If there are no nominations for the President-elect position in the current term, the President in the next term will have the authority to nominate a Board member under their term to be elected by the Board with a majority vote. 

4.2           Board positions, including Officers other than President will be assigned by the incoming President.




Section 1.             Dues, Fees and Assessments

Annual dues, fees and assessments if any, and the payment date for same shall be determined by the Board of Directors subject to the governing local, state, and federal non-profit and corporate provisions.

Section 2.             Failure to Pay

Should annual dues, fees or assessments be charged, Chapter members who have not paid within the time frame established by the Board of Directors, after notice to such effect is given, forfeit all rights and privileges of membership.  The Board of Directors may create a reinstatement policy and fee.

Section 3.             Liabilities

Board Member expenditure outside the approved budget and over $ 100.00 must be approved by the Treasurer and President. The Board of Directors shall have no power to assume liabilities on behalf of the Chapter for an amount in excess of the current funds of the Chapter. The Chapter shall never pay, assume or become responsible for the personal or unapproved debts or liabilities of any individual member, officer or director of the Chapter. The Chapter shall not have, and does not have any authority, express or implied, to bind or otherwise obligate the National Speakers Association for any act or omission of the Chapter.

Section 4:            Fiscal Year

The Chapter shall use July 1 through June 30, as its annual year.  All references in the Bylaws to year refer to this term.

Section 5.             Bonding

Any person entrusted with the handling of funds or payments of the Association, at the discretion of the Board of Directors, shall obtain and maintain a fidelity bond at the cost of the Association.

Section 6.             Budget

In advance of the next fiscal year, the VP Finance and President-Elect shall propose and the Board of Directors shall adopt an annual operating budget covering all activities of the Association.  The Annual Budget must be approved by a majority of the Board members.

Section 7:            Dissolution of Chapter

In case of the dissolution of the Chapter, the Board shall distribute the assets of the Chapter to the National Speakers Association.




The Chapter Board of Directors may formulate standing policies, procedures and regulations to supplement these Bylaws, so long as they are not inconsistent with these Bylaws. Such policies, procedures and regulations shall be adopted, if approved, by a two-thirds (2/3) vote of the Chapter Board of directors at any regular or special meeting of the Board.

Section 1.             Restrictions

This Chapter shall not discriminate based on race, religion, sex, or sexual preference.  It shall wholly abstain from any political or labor affiliation or endorsements for public office.

Section 2.             Records

The Chapter shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directorís meetings





Section 1.             Submission of Amendments

The Chapter Board of Directors, any member of the Chapter Board of Directors or by any member of the Chapter, may submit proposed amendments to these Bylaws in writing to the Secretary or President. The Secretary or designate shall promptly notify all directors of such proposals. Such amendments must be consistent with the Bylaws, policies, and procedures of the National Speakers Association.

Section 2.             Procedure

The Board of Directors may make changes to these Bylaws at any Board Meeting,  provided that all Board Members vote and there is a 2/3 favorable vote.  If a Board member refuses to vote, this will be counted as an abstention.

Section 3.             Notice to and Approval by the National Speakers Association

The Board shall immediately forward to the NSA Chapter Staff Liaison of the National Speakers Association a copy of any change in the Chapter Bylaws as approved by the Chapter membership.  


Approved by the Board of Directors on _________________________________




Rodger B. Price



National Speakers Association, San Diego Chapter





Last updated: 06/03/04

Copyright 2004 |National Speakers Association - San Diego Chapter