ATRA By-Laws

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Arizona Total Rewards Association

Bylaws

Amended and Restated May 5, 2015

I.         NAME

The name of the organization shall be the Arizona Total Rewards Association (“ATRA” or the “Association”).

II.        PURPOSE

The purpose of ATRA is to provide its members with opportunities to advance knowledge and education, exchange information and foster sound principles, procedures and practices in the field of Total Rewards.

ATRA will adhere to the following standards of conduct and will assure that:

  • The highest standards of ethical conduct are fostered, including the maintenance of confidentiality with regard to proprietary information which might secure personal advantage to a member or promotion of the business advantage of a member company.
  • Neither the Association nor any of its committees or representatives acting on behalf of the Association shall recommend or sponsor any concerted action, program or agreement that will in any way restrict or tend to restrict competition among its members.

 Non-Profit Status

The Association is organized for non-profit purposes and the individual members will not derive profit from the organization. The organization does not contemplate financial gain or profit to the members thereof and is organized in Arizona for nonprofit purposes as a tax-exempt corporation pursuant to A.R.S. §.1 0-3202 and United States Internal Revenue Code§ 501(c)(6).

III.       MEMBERSHIP

The Association’s membership is on an organizational or corporate basis, requiring individual members to have direct involvement in the Compensation, Benefits and/or Total Rewards aspect of their organization.

A.                 Eligibility for Membership

Membership is open to individuals who are employed by a corporation or company and currently engaged in designing, establishing, executing, consulting, administering or managing the Compensation, Benefits and/or Total Rewards function; or have the appropriate background and experience as set forth above.

B.                 Membership Responsibilities

In order to realize the objectives of the Association, each member is expected to participate actively in the Association. This includes attending meetings, recommending candidates for membership, participating in group discussions, and other activities of the Association. All members are encouraged to volunteer for various activities and to seek leadership roles in the organization.

Use of the ATRA membership list for solicitations or any other business activity including recruitment or marketing, advertising, or sale of events, products, or services is strictly prohibited.  ATRA, or official partners of ATRA, may use the list to communicate events, meetings and notifications.

C.                 Continuity and Termination of Membership

Membership will continue provided that a member does not violate the Association's By-laws, pays his/her annual membership dues in a timely manner, and otherwise works in good faith to fulfill the membership responsibilities.   If a member fails to meet any one of the membership requirements or responsibilities, the member will be notified in writing, which may include electronic mail, of his/her bylaws violation(s) and pending loss of membership. The notified member will have sixty (60) days from the date of the notification to respond. Unless, the Board’s review of the notified member’s response determines otherwise membership will be terminated. 

IV.       MEETINGS

The Association intends to meet at least four (4) times per year. The details of the meetings, including program details, timing and location will be announced. Unless otherwise designated by the Board, the first meeting of the year shall be the Annual Meeting.

Meetings of the Board of Directors (the "Board") shall be called whenever the President or three (3) members thereof so request. The Secretary or President shall give notice of any such meeting to each member of the Board at least ten (10) days before the meeting, unless such notice shall be waived by a majority of the members of the Board. Such notice shall state the date, time, and place of the meeting.

V.       VOTING

From time to time, voting may be required by the membership. In most cases, the vote will be conducted via e-mail request. Each member as defined in Article Ill Section A will have one (1) vote. In the event that a vote needs to be taken, 50% of the voting members constitute a quorum and fifty percent  plus 1 (50% plus 1) will constitute a majority except as provided for in Article IX. Voting may take place either in person or electronically, via electronic mail.

VI.      BOARD OF DIRECTORS

The Board of Directors (the “Board”) shall be comprised of seven members: the Officer (“Officers”) positions as set forth in Section B of this article, as well as General Directors, all from the corporate, individual, or consulting members as set forth in Article Ill Section A. The Board intends to meet quarterly. The Board members will serve a two year term.

A.        Nominations and Elections

The Secretary shall distribute to the voting eligible membership, as defined in Article Ill Section A, a notification requesting nominations for positions to be filled in the coming term. A call for nominations shall be sent out at least 60 days before the expected election date.  Unless the Board designates otherwise, elections will be held every other year at the Annual Meeting.annually.

The Board will select a slate for vacant Officer and Board positions from the submitted nominations. The slate will be distributed for voting by the membership. The slate shall have no less than 1 nominee, but no more than 2 nominees, for each of the Officer positions.  The slate for the General Director positions shall have no less than 3 nominees and no more than 6 nominees.  Each member may vote for one person for each Officer position and no more than 3 nominees for the General Director positions.  The returned ballots will be sent to the Board Secretary who will count and record the votes, present the results to the Officers, and announce election results as soon as administratively possible. A simple majority (50% plus 1) of those voting shall be sufficient to elect a candidate as an Officer.  The nominees for General Director positions with the highest vote totals shall be the elected Directors.    The Immediate Past President shall not appear on the ballot but shall serve on the Board as a non-voting ex officio.

B.        Officer Positions and Responsibilities

The current Officer positions are:

President – shall preside at the meetings of the members, of Officers, and of the Board. He/she shall direct the Association and have charge and supervision of affairs and business of the Association.

Vice-President – at the request of the President or in his/her absence, may perform any of the duties of the President. He/she will have such other powers and perform such other liaison duties as the Board or President may determine.

Immediate Past-President – shall serve on the Board following the end of their term as President, until such time as the current President leaves office and becomes the Immediate Past-President. The purpose of this position is to provide continuity to the organization and serve as a source of information and guidance, as requested.

Treasurer – has overall responsibility for the financial affairs of the Association, including required financial filings. He/she is responsible for membership billing and maintaining the books and records of the Association The Treasurer position may be combined with the Secretary position at the discretion of the Board of Directors.

Secretary- has overall responsibility for recording the minutes of all meetings of the Association, document management and retention and all other non-financial records including Board election ballots and results. The Secretary position may be combined with the Treasurer position at the discretion of the Board of Directors.

The Officers shall be responsible for management of the business affairs and professional activities of the Association and for the enforcement of its bylaws.

Immediate Past-President- shall not be deemed an Officer but shall serve on the Board as a non-voting ex officio member following the end of his/her term as President, until such time as the current President leaves office and becomes the Immediate Past-President. The purpose of this position is to provide continuity to the organization and serve as a source of information and guidance, as requested.

The duties of Officers and Directors include those set forth in ARS §1-3842. ATRA shall indemnify officers, directors and others as provided by ARS §10-3850, et seq. including any amendments thereto (but in the case of any such amendment, only to the extent such amendment permits or requires the Association to provide broader indemnification rights than prior to such amendment.)

C.             Committees

The Board may appoint standing and ad hoc committees as needed to carry out the responsibilities of the association. Committees will be created and dissolved by Board approval. A Committee may consist of Board members or members.

D.             Removal of Board Members

Members of the Board may be removed for cause by a majority vote of the Board. Removal may occur only after the Board member complained against has been advised in writing, which may include electronic mail, of the complaint lodged against them and has been given a reasonable opportunity to present a defense to the Board.  A vote to remove a member shall not occur until at least 30 days following the delivery of the writing outlining the complaint.  Board members may be removed for any reason determined in good faith by the Board to be good cause including but not limiting to failing to attend meetings, failing to respond to communications from the Board or Association, failing to pay dues, breaching the duties of loyalty, confidentiality, or due care.

E.             Interim Appointments

In the event an Officer or General Director position becomes vacant between bi-annual general elections, the Board may make interim appointments to fill the remainder of the Officer’s or General Director’s term.  Interim appointments will be made by a three-fourths vote of Board members present at any meeting, provided a quorum is present.

VII.      DUES

Annual dues will be established by the Board of Directors and communicated to the membership. Dues are paid on a calendar year basis.

Membership dues will be used as determined by the Board to further enhance the programs, education and information available to the Association. Costs for specific educational programs or seminars targeting only a segment of the ATRA membership may be borne by the participating individuals. Further, the Board of Directors are delegated the authority to establish any cost to offset the cost of specific educational programs or seminars for the general membership. Any funds not spent during the year will be available for subsequent year(s) activities.

If remittance of the annual dues is not received by January 31st, and other arrangements have not been made with the Treasurer, membership will be suspended and all benefits of membership will cease.

No repayment of dues is made for any reason.

VIII.    RECORDS AND REPORTS

The Treasurer shall maintain an Income Statement and Balance Sheet. The Secretary will maintain minutes and records of all Board and Membership meetings.

IX.      AMENDMENTS

The bylaws can be recommended for amendment by:

• Proposal by the Board of Directors

• Request by the Membership

These bylaws will be amended by a three-fourths vote of Board members present at any meeting, provided a quorum is present.

X.       CONFLICT OF INTEREST

Any member of the Board who has a financial, personal or official interest in, or conflict with, any matter pending before the Board, in such a way that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item. Provisions in the Arizona Nonprofit Corporation Act regarding Conflict of Interest are incorporated in these bylaws.

XI.      CORPORATE OFFICES

The known place of business of the Association in the State of Arizona shall be the office of its statutory agent unless otherwise designated in the Articles of Incorporation or in a written statement or document duly executed and filed with Arizona Corporation Commission. The Board may from time to time change the Association's known place of business or its statutory agent by filing a statement with Arizona Corporation Commission pursuant to applicable law. The Association may have such other offices as the Association's Board may designate or as the business of the Association may require from time to time.