Constitution

ARTICLE I - Name, Purpose and Organization

Section 1.01 - Name
The name of the organization is "North Texas Compensation Association," hereafter referred to as NTCA.

Section 1.02 - Organization
NTCA is incorporated under the laws of the State of Texas as a 501c(3) non-profit professional association and is governed by a Board of Directors. The Board of Directors, as the executive policy making group, has the responsibility for the interpretation of NTCA’s constitution.

  1. 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.
     
  2. Only members in good standing are eligible to hold Board of Director positions. Consulting practitioners who are engaged in providing advice and/or services on a fee basis for services rendered are also eligible to hold Board of Director positions, however only 25% of the Board can be comprised of consulting practitioners.
     
  3. All Board of Directors are required to sign and adhere to the NTCA Business Ethics and Code of Conduct policy. Failure to do so may result in removal from the Board.

Section 1.03 - Affiliation
NTCA is a member of the WorldatWork Local Network, which is an alliance of independent compensation, benefits and human resources organizations representing professionals globally. This network offers participating organizations networking advantages along with educational/fundraising opportunities such as sponsorship of WorldatWork seminars and events.

Section 1.04 - Purpose
NTCA is committed to promoting the total rewards field and the professional interests of those engaged in its practice throughout the North Texas area. NTCA seeks to fulfill this purpose by:

  1. Providing a high quality, cost effective source for professional development information and total rewards opportunities to those interested in total rewards in the North Texas area.
     
  2. Creating a professional environment to encourage the exchange of information between members.
     
  3. Selecting appropriate guest speakers to inform members of total rewards trends, new developments, and laws.
  4. Enhancing and promoting the total rewards profession through the participation of members in seminars, workshops, and symposiums

ARTICLE II - Political Activities

Section 2.01 - Political Activities:
No substantial part of the activities of NTCA shall involve lobbying activities, or otherwise attempting to influence legislation, and shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Section 2.02 - Dissolution, Disbursements

  1. Should NTCA be dissolved, after paying or adequately providing for the debt and obligations of NTCA, the remaining assets shall be distributed by the Board of Directors to WorldatWork.
     
  2. No part of the net earnings of NTCA shall ever inure to, be for the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that NTCA shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.
     
  3. Notwithstanding any other provisions of these articles, NTCA shall not carry on any other activities not permitted to be carried on by an association exempt from Federal Income Tax under Section 501(c)3 of the Internal Revenue Code of 1954, as amended.

ARTICLE III - Non-Solicitation

  1. NTCA does not permit any member or non-member to use the NTCA mailing list except for explicit NTCA purposes authorized in writing by the Board of Directors.
     
  2. NTCA does not endorse members, products, services, outside organizations, or vendors without the written approval of the Board of Directors.
     
  3. NTCA does not allow verbal or written solicitation during NTCA meetings without the written approval of the Board of Directors.
     
  4. Exceptions to the above require advance written approval by the Board of Directors.

ARTICLE IV - Amendments - Bylaws

Section 4.01 - Amendments
This Constitution may be amended by the membership by a two-thirds (2/3) vote of those voting.

Section 4.02 - Bylaws
Bylaws shall be established by the Board of Directors for the orderly conduct of the business of NTCA. It shall be the duty and responsibility of the Board of Directors to formulate new and modify existing NTCA Bylaws as required to meet changing conditions. Said Bylaws shall be subordinate both to the statutes of the State of Texas and to this Constitution.

Approved 08/25/08