Bylaws

Article I. Members

Section 1.01 Membership

Membership in NTCA is on an individual rather than company or group membership basis. NTCA is nondiscriminatory and membership will not be denied on the basis of age, sex, race, country or national origin, disability, or other factors prohibited by law.

Section 1.02 Membership Categories

Membership includes Regular and Honorary Life Members:

  1. Regular Members: Individuals actively employed or interested in the practice of total rewards management.

  2. Honorary Life Members: The Board of Directors shall have authority to grant Honorary Life Membership in NTCA. Such authority may be exercised in recognition of certain members who have made substantial contributions to the organization and/or continuation of NTCA. Honorary Life Members are not required to pay dues and are entitled to all privileges of membership, such as member rates for NTCA events.

Section 1.03 Dues and Fees

  1. Annual membership dues shall be established by the Board of Directors and communicated to the membership annually. They are due and payable on an annual basis on 1 March for all Regular Members.
     
  2. All fees and charges for seminars, symposia, conferences and meetings will be established by the Board of Directors.
     
  3. Seminar and conference registration fees charged for non-members shall exceed the fee charged members by an amount approved by the Board. Should the non-member make application for membership at the time of the NTCA seminar or conference or within thirty (30) days after attending the event, and be accepted, the difference in fee shall be applied toward the membership dues.
     
  4. New members who join NTCA in October, November or December and pay membership dues will be considered to have paid the annual membership dues for the following year.

Section 1.04 Membership Cancellation

The Board of Directors reserves the right to cancel or refuse renewal of any membership for good reason. “Good reason” defined as abusing privilege of membership, a breach of professional ethics or misuse of NTCA materials for the purpose of soliciting business or other related matters.

Article II. Meetings of the Membership

Section 2.01 Regular Meetings

There shall be at least five (5) regular meetings of the members of NTCA each year, the time and place of such meetings to be designated by the Board of Directors.

Section 2.02 Special Meetings

Special Meetings of the members may be held at any time upon call of the Board of Directors, or upon request of ten percent (10%) or more of the membership in writing, stating briefly the purpose thereof; provided, however, notice is given in accordance with the provisions of Section III, Notice of Special Meeting.

Section 2.03 Notice of Special Meeting

Notice of a Special Meeting of the members of NTCA shall be given to each member in writing. Notice of time and place of such meetings shall be published at least twenty (20) days prior to the date of such meetings, and in addition, notice of special meetings shall briefly state the purpose thereof. Special meetings can only be called by the President or President-Elect.

Article III. Board of Directors

The Board of Directors is responsible for the overall planning and strategic direction of NTCA and is considered the Operating Committee, overseeing the general management of the operations of NTCA.

Section 3.01 Board of Director Positions

  1. President – Responsible for directing the day-to-day operations of NTCA and presides at membership and Board of Directors meetings. This position is the official spokesperson for NTCA and guides the directors and committees in carrying out the goals and objectives for NTCA.
     
  2. Past-President – Serves in an advisory role regarding past practices, general operations and other matters to assist in the leadership transition and may coordinate special projects as directed.
     
  3. President Elect – Works closely with the President and Past-President in managing the activities and operations of NTCA. May perform the duties of the President as directed by the President.
     
  4. VP Treasurer – Responsible for the financial affairs of NTCA in accordance with general accounting principles and sound banking practices. Coordinates the preparation and filing of the annual tax returns with an outside accountant.
     
  5. VP Programs – Develops and coordinates membership meetings and educational programs to benefit members.
     
  6. VP Marketing/Public Relations – Responsible for the marketing and communication strategy for NTCA. Works closely with VP Website/Electronic Communications to ensure alignment between marketing strategy and website.
     
  7. VP Website/Electronic Communications – Responsible for website development and maintenance. Works closely with VP Marketing/Public Relations to ensure alignment between website and the communications strategy.

  8. VP Membership & Secretary – Coordinates member services and acts as Recording Secretary for all Board meetings.

  9. Conference Chair – Works with Houston Compensation Association, Central Texas Compensation & Benefits Association and San Antonio Compensation Association to plan and execute the annual Texas Total Rewards Conference.

  10. VP At Large – Coordinates special projects and provides support in other areas as needed.
     

Section 3.02 Term of Office

All Director terms, with the exception of the Past President and President-Elect, are to be for two (2) years or until successors are elected, and shall run from January 1 through December 31. The Past President and President-Elect terms are one (1) year. The Past President serves during the first year of the President and the President-Elect serves during the second year of the President term.

Section 3.03 Committees/Task Forces

The Board of Directors, except as otherwise provided by these Bylaws, shall have the power to create committees and task forces, appoint chairpersons, designate duties, establish terms of service, define committees and task forces as standing or special, appoint members, and terminate committees and task forces as the need is determined by the Board of Directors.

Section 3.04 Quorum Requirement

A simple majority of the board members must be present at any meeting of the Board of Directors to constitute a quorum for the transaction of business. A minimum of three (3) working days notice of any meeting must be given to each member of the Board prior to any called meeting.

Article IV. Management Services

The Board of Directors may employee a Business Manager/Board Administrator to provide administrative management support to NTCA. This position is a non-voting member of the Board. The Board, under the direction of the President, will conduct periodic performance appraisals and contract reviews of this position.

Approved 12/15/2008