Bylaws of the San Diego Chapter of the
National Speakers Association
revision November 14, 2005
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.
All actions of this Chapter shall be in accordance with
the Bylaws and policies, procedures and
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
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
PURPOSES AND LIMITATIONS
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.
Classes of Membership
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.
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.
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.
3. Regular Meetings
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.
Powers, Composition, Terms, Vacancies of the Board
The Board of Directors shall manage the affairs and assets of
The Board of Directors shall consist of least five (5) and no
more than seven (7) members.
Each Director shall serve a two (2) year term, except the President
who serves a one (1) year term.
Directors must be members in good standing of the National Speakers
Association, regardless of membership class.
The President may serve two terms, consecutive or not if such a need
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.
The Immediate Past President shall sit on the Board as a voting
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.
Members = 3 Votes required for Approval
Members = 4 Votes required for Approval
Members = 5 Votes required for Approval
Resignation or Removal
A Board Member may resign at any time by giving written or
verbal notice to the President or Secretary.
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.
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.
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.
The remaining Board Members shall be At-Large members and assigned
positions by the President.
Duties of the Officers
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.
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.
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
3: Election of Board of Directors
The Immediate Past President shall see to the management of all
election procedures. No one running for election may manage election
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
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.
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.
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
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.
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
4: President-Elect and Officer Selections
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.
Board positions, including Officers other than President will
be assigned by the incoming President.
Dues, Fees and Assessments
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.
Failure to Pay
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.
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.
4: Fiscal Year
shall use July 1 through June 30, as its annual year. All
references in the Bylaws to year refer to this term.
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.
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.
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
STANDING POLICIES AND PROCEDURES
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.
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.
shall keep correct and complete books and records of accounts and
shall also keep minutes of the proceedings of its Board of
Submission of Amendments
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.
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
Notice to and Approval by the National Speakers
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.
the Board of Directors on _________________________________
Speakers Association, San Diego Chapter