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Chapter Bylaws

San Francisco Chapter of the NASPP
Amended and Restated Bylaws

Article 1 – Name

The name of this organization shall be the San Francisco Chapter of the National Association of Stock Plan Professionals.

Article 2 – Purpose

This Chapter is an unincorporated association of the National Association of Stock Plan Professionals. The purpose of the Chapter is to develop and educate individuals concerned with stock plan design and administration and to enhance the professionalism of its members.

Article 3 – Membership

Chapter membership is contingent upon membership in the national organization.

Article 4 – Annual Dues

There are not dues for the San Francisco Chapter. However, based upon a majority vote of the members present when the question is considered, dues may be assessed.

Article 5 – Board of Directors

Number – The business and affairs of the Chapter shall be managed and directed by a Board of up to ten (10) Directors consisting of no more than seven (7) Officers and three (3) Elected Directors.

Members of the Board – The members of the Board are the President, Vice President, Secretary, Treasurer, and Program Committee Chairpersons, and the three Elected Directors.

Election and Term of Board – At the regular annual business meeting the membership shall elect the Board of Directors. Each Director shall serve a one (1) year term or until their successors are elected. In lieu of a regular annual business meeting, elections can be executed by way of an electronic voting method.

Vacancy – When a vacancy occurs on the Board, the Board shall appoint a successor to assume the duties for the remainder of the term.

Quorum – The majority of the authorized number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board and every act or decision of the majority of the Directors present at a meeting at which a quorum has been established shall be a valid act of the Board. The majority of those present, although less than a quorum, may adjourn the meeting until a quorum as present.

Powers and Duties of the Board – The Board, subject to the restrictions of the law, the Bylaws and the Chapter’s charter from the National Association of Stock Plan Professionals, shall exercise all of the power of the Chapter and shall have power to appoint a member to serve in place of any Director who is unable to serve because of temporary absence or disability.
Committees – The Board may establish one or more committees of the Board, each of which shall consist of one or more Directors and shall have such authority to act as the Board shall determine.

Article 6 – Chapter Meetings

It is intended that meetings will occur at least ten times a year at a location designated by the Board. An annual business meeting shall be held for the purposes of electing the Board and transacting other regular business. In lieu of an annual business meeting, voting and other transaction may be conducted electronically. Special meetings may be called at any time for any purpose by the President or the Board.

Article 7 – Powers and Duties of Officers and Elected Directors

President

The President shall be the Chief Executive Officer of the Chapter and shall preside at all meetings of the Board. The President shall have general charge of the business of the Chapter, subject to the approval of the Board when deemed appropriate and necessary. The President shall be the primary contact with the Regional Representatives and the National Office and represent the chapter at NASPP functions specifically designated for chapter presidents and other meetings benefiting the chapter.

Administrative duties include:

  • Direct chapter and Board meetings/events
  • Distribute and solicit information to/from the Board
  • Monitor the progress of any chapter goals/objectives – tracking what worked or hasn’t worked well in the past
  • Recognize achievement of local members and sponsors
  • Oversee preparation of required annual financial report
  • Distribute Chapter Announcements
  • Maintain Chapter Website
  • Monitor Chapter mailbox
  • Send special Chapter meeting invite to new NASPP members to encourage membership and involvement
  • Oversee implementation of enhancements

Vice President

The Vice President shall assist the President whenever possible. Should the President be unable to preside at Chapter and/or Board meetings, the Vice President should be prepared to assume that role.

Administrative duties include:

  • Maintain written Plan for implementing goals/objectives/enhancements
  • Assistant in compiling new ideas and presenting to all board members
  • Assistant in distribution of all administrative tasks to be performed in order to ensure that no one board member is overly burdened and that all board members have tasks

Secretary

The Secretary shall keep and have charge of the minutes of all proceedings of the members and the Board; shall execute official documents, with the President, in the name of the Chapter; shall keep the Bylaws and such other papers as the Board may direct; and shall perform all the duties incident to the office of the Secretary, subject to the authority of the Board.

Administrative duties include:

  • Maintain/Distribute Board roster
  • Maintain/Distribute calendar of important dates/deadlines/responsible members
  • Create/Collect evaluation forms
  • Take minutes at all Board meetings and planning sessions, distribute within one week of meeting

Treasurer

The Treasurer shall be authorized to open and maintain such bank accounts as are necessary; receive, deposit and disburse money of the Chapter in the name and for the credit of the Chapter; and shall keep full and accurate accounts of the receipts and disbursements of such accounts.

Administrative duties include:

  • Draft required annual financial reports
  • Distribute quarterly financial updates to board members

Program Committee Chair

The Program Committee Chair shall take all steps necessary to provide informative meetings for Chapter members and guests including but not limited to: setting the date and location for monthly and annual all day meetings, choosing appropriate topics, locating speakers, organizing speaker gifts, ordering food.

Administrative duties include:

  • Monitor Registration mailbox
  • Create and monitor Registration Form online
  • Draft all Chapter announcements
  • Maintain Job Bank for inclusion on Announcements
  • Review Announcement drafts for errors and send final copy to President for distribution
  • Collect money for Treasurer
  • Send email receipts
  • Create/Bring to each meeting, CEP credit forms, receipts, nametags

Co-Program Committee Chairs

The Co-Program Committee Chairs shall be equally responsible for the Program Committee Chair duties with tasks divided between the three Chairs (division to be determined by the Chairs).

Board Member 1, 2, 3

Three Board Members shall act on behalf of the Chapter to enhance Chapter activities. They will serve in an advisory role at Chapter meetings in addition to enhancing the Chapter’s value to our customers.

Administrative duties include:

  • Take active role to grow meeting attendance
  • Explore and develop ways to expand/enhance NASPP membership on behalf of our Chapter
  • Notify Secretary of any trade events that should be included on Announcements
  • Man registration table at meetings (one member per meeting)
  • Have working knowledge of each meeting logistics in order to assist members with questions and provide support to President

Standards for all Board Members:

  • Attend at least 75% of all Chapter meetings
  • Attend at least 75% of all Board meetings
  • Perform high profile tasks in lieu of attendance
  • Perform administrative tasks as necessary
  • Serve as official announcer for at least one meeting

Article 8 – Amendments

Amendments to these Bylaws shall be adopted upon the affirmative vote representing a majority of the members present at a meeting of the members.

These Amended and Restated Bylaws reflect the amendments adopted at the September 12, 2007 Board of Directors Meeting.