Bylaws
AMENDED NOVEMBER 17, 2023
Article I
NAME AND OFFICE
Section 1. Name - The name of this Association shall be the National Speakers Association.
Section 2. Office – The Association shall maintain a statutory agent with an office in the State of Arizona. The principal office and other offices of the Association may be established within or without the State of Arizona as required by law and as the Board of Directors of the Association may from time to time determine.
Article II
PURPOSES
The primary purpose and objective of the National Speakers Association shall be set forth in the Articles of Incorporation.
Article III
MEMBERSHIP CATEGORIES AND QUALIFICATIONS
Section 1. Membership Categories - There shall be three categories of membership:
1.1 Regular Membership. Regular members meet the requirements set forth in Section 2.1 of these Bylaws have their primary residence within the United States.
1.2 International Membership. International members meet the requirements set forth in Section 2.1 of these Bylaws, have their primary residence outside the United States borders, and have a primary membership in good standing with another Global Speakers Federation association.
1.3 Legacy Membership. Legacy member. A Member of the Association for a minimum of continuous 10 years who is a minimum of 70 years old and is making fewer than 15 paid speaking presentations per year.
Section 2. Qualifications - The following qualifications define each Membership Category:
2.1 Any individual shall be eligible to apply for any category of membership in the Association who:
2.1.1. Either (a) earns a portion of his or her income from professional speaking engagements for fee, (b) aspires to earn a portion of his or her income from professional speaking engagements for fee, or (c) supports individuals who earn a portion of income from professional speaking engagements for fee.
2.1.2 Agrees to abide by the Association’s Bylaws, Code of Ethics, Professional Conduct Policy and such other policies or procedures as may be adopted by the Board of Directors from time to time.
Section 3. Approval of Members - Any individual eligible for membership under these bylaws may be approved for membership on written application in accordance with procedures adopted by the Board of Directors.
Section 4. Rights and Responsibilities - All members in good standing shall enjoy the rights and privileges afforded by the Association, including the right to vote, hold office, participate in Association activities, and receive benefits and services as determined by the Association.
Section 5. Censure, Suspension, and Expulsion - Members of the Association may be censured, suspended, terminated, or otherwise sanctioned for cause. Sufficient cause shall be a violation of the Association’s Bylaws, Code of Ethics, Professional Conduct Policy or any other policy or procedure duly adopted by the Association, or any other conduct prejudicial to the best interests of the Association. The Board of Directors shall adopt disciplinary policies and procedures which are consistent with all requirements of the Arizona Nonprofit Corporation Act (“the Act”).
Section 6. Membership Term - Each member's term of membership shall expire annually, but may be renewed by payment of dues, fees, or assessments in accordance with the provisions of Article IV of these Bylaws.
Section 7. Resignation of Membership - Any member resigning from membership shall not be entitled to any refund of dues, assessments or other fees. The resigning member remains obligated to pay any outstanding indebtedness to the Association incurred prior to such resignation. Upon resignation, a resigning individual shall have no rights or claim against the Association.
Section 8. Non-Transferability of Membership - Membership in the Association is individual and is nontransferable and non-assignable.
Article IV
DUES AND FINANCES
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.
Section 2. Contributions - The Association, at any time, may accept and use contributions or gifts made to it by any person, firm or corporation for any lawful purpose.
Section 3. Failure to Pay - Members who fail to pay their dues, fees or assessments, at the time they become due, shall be notified of same by the Association. If payment is not made within the next succeeding 30 days, such member shall, without further notice, be dropped from membership and thereupon forfeit all rights and privileges of membership.
Section 4. Disbursements - The disbursement, banking and transfer of any and all Association funds shall be according to policies and rules adopted by the Board of Directors.
Section 5. Fiscal Year - The fiscal year of the Association shall be as determined by the Board of Directors.
Section 6. Bonding - Any person entrusted with the handling of funds or payments of the Association shall obtain and maintain either a fidelity bond or appropriate insurance at the cost of the Association.
Section 7. Budget - In advance of each fiscal year, the Treasurer and Chief Executive Officer shall propose and the Board of Directors shall adopt an annual operating budget covering all activities of the Association.
Section 8. Audit - The accounts of the Association shall be audited in accordance with Statements on Auditing Standards not less than every third year. In years in which an audit is not performed, a review engagement in accordance with Statements on Standards for Accounting and Review Services shall be performed. In addition, during review years, audit-like procedures shall be performed as a consulting assignment upon accounts deemed high risk by the Audit Committee. Reports from the audit, review and consulting procedures performed shall be directed to the Audit Committee then approved by the Board.
Article V
MEETINGS OF MEMBERS
AND VOTING
Section 1. Annual Meeting - The annual meeting of the Association shall be held at such place and on such dates as may be determined by the Board of Directors. Notice of such meeting shall be communicated to each member at least 10 but not more than 60 days before the time appointed for the meeting. Any notice required or permitted in these Bylaws may be communicated in any manner permitted by the Act.
Section 2. Special Meetings - Special meetings of the Association may be called by the President/CEO or the Board of Directors, or shall be called by the Board Chair upon the written request of at least 25 percent of the voting members. Notice of any special meeting shall be communicated to each member at least 10 days, but not more than 60 days before the time appointed for the meeting with a statement of time and place of the meeting. The business to be transacted at any special meeting shall be stated in the meeting notice.
Section 3. Cancellation or Postponement of Meetings - The Board of Directors may cancel or postpone any annual or special meeting for good cause.
Section 4. Election and Voting - The election of directors shall be conducted via written or electronic ballot as determined by the Board of Directors. A member entitled to vote shall vote by designated ballot only. Members shall not be entitled to vote by proxy
Section 5. Quorum - At least 10 percent of the total membership shall constitute a quorum at any meeting of members. The postponement of a meeting because of the lack of a quorum shall not require the publication of a new or additional notice of the meeting. Unless otherwise provided by these Bylaws, any proposition required to be approved, ratified, or carried by the members of the Association shall be approved, ratified, or carried only if there is a quorum of members present and only by affirmative vote of a majority of those members voting.
Section 6. Action Without a Meeting – The members may act other than at a meeting either by the written consent procedure or the written (including electronic) ballot procedure specified in the Act.
Section 6. Virtual Meetings – To the fullest extent permitted by the Act, all or any portion of any meeting of the members may be conducted using remote communications technology pursuant to which all participants may hear and communicate with each other.
Article VI
BOARD OF DIRECTORS
Section 1. Composition and Term of the Board - The Board shall consist of not less than nine (9) elected Directors and, inclusive of the officers, not more than 15 Directors; elected Directors shall serve staggered, single terms of four (4) years. No elected Director shall be eligible for re-election upon the completion of one (1) full term until after the passage of two (2) years. In addition to the elected Directors, the Board Chair, Chair-Elect, Secretary/Treasurer, and the Immediate Past Chair of the Association shall be voting members of the Board of Directors. The Chief Executive Officer shall be a member of the Board ex officio, without vote or the right to make motions. The Board Chair, in addition, may appoint a member to serve on the Board for a term of one (1) year. Such member shall have responsibilities equal to other Board members including voting provided they have successfully completed an approved selection and review process.
Section 2. Power of the Board - The Board of Directors shall have ultimate responsibility for the direction of the affairs of the Association, shall determine its policies or changes therein within the limits of these Bylaws and the Articles of Incorporation, including education programs, awards, and designations, shall actively execute its purposes and shall have discretion in the disbursement of its funds. The Board of Directors may adopt such policies and procedures for the conduct of the Association's business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 3. Meetings - The Board of Directors shall have an annual meeting at the place of and preceding the annual meeting of members. In addition, special meetings of the Board shall be held upon call of the Board Chair, and shall be called by the Board Chair upon the written request of a majority of the voting members of the Board of Directors, at such time and place as the Board Chair may designate. Notice of all meetings of the Board of Directors shall be sent to each Director at least two (2) but not more than 40 days prior to the time appointed for such meeting. The Board may conduct meetings by telephone or similar communications equipment pursuant to which all participants may hear each other simultaneously. The Board may act other than at a meeting by unanimous written consent, including by mail or electronic mail.
Section 4. Quorum - A majority of the voting members of the Board of Directors shall constitute a quorum at any meeting of the Board and any business transacted when a quorum is present shall be valid providing it is affirmatively passed upon by a majority of those present, unless otherwise required by law or the Articles of Incorporation. If a quorum is not present, a majority of those voting Directors present may adjourn the meeting from time to time, without further notice, until a quorum is present.
Section 5. Compensation - Directors, as such, shall not receive any stated compensation for their services as Directors, but the Board of Directors may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses by designated officers of the Association.
Section 6. Resignation or Removal - Any Director may resign at any time by giving written notice to the Board Chair, the Chief Executive Officer or to the Board of Directors. Such resignation shall take effect at the time specified in the notice, or if no time is specified, at a time determined by the Board Chair or by the Board. Any member of the Board unable to attend a meeting shall advise the Board Chair as to the reason for the absence. A Director may be removed from office with or without cause by a two-thirds affirmative vote of the Directors present and voting at any regular or special meeting at which a quorum is present, provided that the notice of such meeting stated that a purpose of the meeting was the removal of the director.
Section 7. Vacancies - A vacancy in the office of a voting Director may be filled by the Board of Directors for the balance of the remaining term, with consideration given to the individuals previously nominated.
Section 8. Voting - Voting rights of a Director shall not be delegated to another or exercised by proxy.
Section 9. Policy and Procedures Manual - The Board of Directors of this Association shall establish a "Policy Manual" which may contain information, procedures, policies or elaboration upon these Bylaws.
Article VII
OFFICERS
Section 1. Officers - The officers of the Association shall be the Board Chair, Chair-Elect, Secretary/Treasurer, Immediate Past Chair and Chief Executive Officer, and such other officers as may be deemed necessary by the Board of Directors. The Chair-Elect shall be elected by the outgoing Board of Directors at its meeting immediately preceding the annual meeting of the members from a slate of nominees presented by the Officer Nominations Committee. The incoming Secretary/Treasurer shall be nominated by the Chair-Elect and elected by the Board at the Board of Directors’ meeting immediately preceding the annual meeting of members. The Chair-Elect shall automatically become Board Chair of the Association at the end of outgoing Chair’s 2-year term. The Secretary/Treasurer, at the time of his or her election must be an elected member of the Board of Directors.
Section 2. Term of Office - Each officer shall take office following election or selection at the time specified in these Bylaws or at such time designated by the Board of Directors and shall serve for a term of two years or until a successor is duly elected and installed.
Section 3. Resignation or Removal - Any elected officer may resign at any time by giving written notice to the Board Chair, the Chief Executive Officer or to the Board of Directors. Any elected officer may be removed by a two-thirds vote of the Board of Directors whenever, in its judgment, the best interest of the Association shall be served.
Section 4. Vacancies - Vacancies in any office, with the exception of Board Chair or Chair-Elect, may be filled for the remainder of the term by the Board of Directors at any regular or special meeting. In the event of a vacancy in the office of Board Chair, the Chair-Elect shall complete that term and then enter into a full term as Board Chair. In the event of a vacancy in the office of Chair-Elect, the Board shall elect a new Chair-Elect as outlined in the policy manual.
Section 5. Board Chair - The Board Chair shall be the chief elected officer of the Association and, shall preside over all meetings of the members, the Board of Directors and the Executive Committee. The Board Chair shall also, at the annual meeting of the Association, and at such other times as deemed proper, communicate to the Association or to the Board of Directors, such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office of Board Chair or as may be specified by the Board of Directors.
Section 6. Chair-Elect - The Chair-Elect shall assume the office of Board Chair at the on the first day of January in the year their term begins, or upon the death, resignation or removal of the Board Chair. The Chair-Elect may be delegated by the Board Chair, the Executive Committee or the Board of Directors, to perform the Board Chair's duties, in the event of the Board Chair's temporary disability or absence from meetings and shall have other duties as the Board Chair or the Board of Directors may assign. Whenever serving as Board Chair, the Chair-Elect shall have all of the powers of and be subject to all restrictions upon the Board Chair.
Section 7. Secretary/Treasurer - The Secretary/Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association, and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board Chair or by the Board of Directors. The Secretary/Treasurer shall keep the minutes of the meetings of the Board of Directors and the general membership; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and in general perform all duties incident to the office of the Secretary/Treasurer and such other duties as from time to time may be assigned by the Board Chair or by the Board of Directors. Any of the Secretary/Treasurer's duties may be delegated to the Chief Executive Officer or to their designee by the Board of Directors.
Section 8. President and Chief Executive Officer - In addition to elected officers, the Association shall have a President and Chief Executive Officer (herein referred to as Chief Executive Officer). The Chief Executive Officer shall be administrator and manager of the Association employed by the Board of Directors on a salaried basis. The Chief Executive Officer shall be responsible to the Board of Directors, shall have the authority to execute contracts on behalf of the Association and to disburse funds, as approved by the Board of Directors, and shall hire and may terminate the employment of members of the staff as necessary to carry out the work of the Association. In addition, the Chief Executive Officer shall manage and direct all functions and activities of the Association and perform such other duties as may be specified by the Board of Directors. The Chief Executive Officer shall be a non-voting, ex officio, member of the Board of Directors and of all committees and councils.
Section 9. Immediate Past Chair - The Immediate Past Chair shall serve as a voting member of the Board of Directors and Executive Committee, shall chair the Nominations Committees and perform such other duties as may be prescribed by the Board Chair or the Board of Directors.
Article VIII
COMMITTEES, COUNCILS and TASK FORCES
Section 1. Committees and Councils - The Association shall have the following standing committees: Executive, Finance, Board Nominations, Officer Nominations, and Board Development. The Board of Directors may appoint such other committees, subcommittees, councils, or task forces (“committees”) as may be required to carry out the Association's business. The Board of Directors shall appoint committee chairs, and the committee chairs, working with the Association’s Chief Executive Officers and staff, shall appoint committee members.
Section 2. Executive Committee - The Board Chair, Chair-Elect, Secretary/Treasurer, and the Immediate Past Chair, shall constitute the Executive Committee. The Chief Executive Officer shall be a member ex officio, without vote, of the Executive Committee. The Executive Committee shall have the power to act for the Board of Directors and the Association between meetings of the Board, to conduct business/administrative affairs as are deemed necessary and to address legal/personnel concerns that require confidential decision making. The Executive Committee cannot amend policies, documents of governance or Board actions. Meetings may be called by the Board Chair or the Chief Executive Officer and shall be subject to the same procedures as are applicable to meetings of the Board of Directors. The Board Chair shall serve as Chair of the Executive Committee. Actions of the Executive Committee shall be reported to the Board of Directors at its next meeting or by mail or e-mail according to policies and procedures adopted by the Board.
Section 3. Finance Committee - The Secretary/Treasurer shall chair a Finance Committee of no fewer than four (4) members that will provide financial oversight for the Association, including but not limited to reviewing and advising on financial planning and budgeting; working with NSA senior staff to ensure key elements of the strategic plan are addressed in the budget; reviewing and approving the annual budget prior to sending to the full Board; ensuring that assets are protected, including advising the NSA Board of Directors on investment policies and actions; overseeing financial record keeping; ensuring all legal reporting requirements are met; and making specific recommendations on all financial matters which may require approval by the Board of Directors.
Section 4. Board Nominations Committee - The Immediate Past Chair shall chair a Board Nominations Committee of no fewer than three (3) and no more than five (5) members that will submit a slate of at least one nominee for the offices of Director to be voted upon via a confidential ballot by the members of the Association.
Section 5. Officer Nominations Committee - The Immediate Past Chair shall chair an Officer Nominations Committee of no fewer than (3) and no more than four (5) members that will submit a slate of up to three (3) nominees for the office of Chair-Elect to be voted upon at the annual meeting of the Board, which shall be the final meeting of such Board before the annual membership meeting. If a slate of three (3) nominees is submitted, and one (1) nominee does not receive a majority vote, a run-off election will be required.
Section 6. Board Development Committee – The Secretary/Treasurer shall chair the Board Development Committee. The Committee will be comprised of no fewer than three (3) Directors who shall review the NSA bylaws, orient new Directors, develop ongoing Board Training, evaluate the Board structure and process, and evaluate Director’s compliance with policies such as attendance and conflict of interest.
Section 7. Rules - Each committee and council may adopt its own governance, not inconsistent with applicable law, these Bylaws or with rules adopted by the Board of Directors.
Article IX
CHAPTERS AND AFFILIATES
Section 1. Chapters - In accordance with such policies and procedures as may be adopted by the Board of Directors, the Board may charter groups of members to be chapters of the Association upon application of such members who are within a similar geographic area or similar community group. Such chapters shall have rights, responsibilities, conditions, policies, and privileges as may be determined by the Board of Directors. The Board may revoke or modify charters in accordance with such policies and procedures as the Board may adopt from time to time.
Section 2. Affiliates - The Board of Directors may create such ancillary and affiliate organizations, associations and foundations as it deems appropriate or necessary.
Article X
MISCELLANEOUS
Section 1. Procedures - All meetings of the Association shall be governed by parliamentary law as set forth in Robert's Rules of Order (most recent edition) when it does not conflict with these Bylaws or with duly adopted policies and procedures of the Association.
Section 2. Code of Ethics - The Board of Directors may promulgate such rules of professional conduct and the procedures for their enforcement as it deems necessary.
Section 3. Indemnification - The Association shall indemnify and hold harmless to the full extent permitted by law any person who is or was a director, officer, committee or council member, employee or agent of the Association or who is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, foundation or other enterprise. In addition, the Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, committee or council member, employee or agent of the Association or who is serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, foundation or other enterprise, against any liability asserting against such person and incurred in any such capacity, or arising out of such person's status as such, regardless of whether the Association would have the power to indemnify against such liability.
Article XI
AMENDMENTS
These Bylaws may be amended, repealed or altered, in whole or in part, pursuant to a two-thirds vote of the Board of Directors, provided that the Board members have been notified of the proposed amendments at least 15 days in advance of the meeting at which the vote will be taken, and provided that no such amendment shall be inconsistent with the provisions of the Articles of Incorporation.
These Bylaws were adopted by the Association on November 17, 2023, and supersede any previously adopted Bylaws.
