Constitution

ARTICLE I - Name, Purpose and Organization

Section 1 - Name
The name of the organization is "North Texas Compensation Association," hereafter referred to as NTCA.

Section 2 - Purpose
NTCA is committed to promoting the total compensation 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 compensation opportunities to those interested in compensation 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 compensation trends, new developments, and laws.
     
  4. Enhancing and promoting the compensation profession through the participation of members in seminars, workshops, and symposiums. 

Section 3 - Organization
The organization shall consist of:

A Board of Directors consisting of President, VP Membership/Secretary, VP Treasurer, VP Career Development/Programs, VP Communication, VP at Large.

The President will act as Chairman of the Board. The Board of Directors, as the executive policy making group, shall have responsibility for interpretation of NTCA's Constitution. In addition, the board shall make recommendations to the membership regarding matters that are outside its vested authority established in the Constitution. The qualifications, duties and terms of office shall be found in the Bylaws.

ARTICLE II - Membership and Election of Officers

Section 1 - Membership Requirements:

  1. Membership
    Membership in NTCA is on an individual rather than company or group membership basis. Eligibility is limited to individuals engaged in either designing, establishing, executing, administering, or managing the compensation function.
     
  2. Honorary life Membership
    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. Such membership is to be without payment of any further membership dues and will entitle such Honorary life Member to all rights and privileges of a member in NTCA.
     
  3. Maintenance of Membership
    To maintain membership, in addition to the payment of annual dues, the conditions specified in paragraph A must be met. The Board of Directors may make an exception for members temporarily unemployed. In such cases, membership may be maintained up to 12 months. Extensions beyond 12 months may be brought before the Board. It is the responsibility of each member to notify NTCA of any changes affecting membership status.
     
  4. Suspension or Expulsion
    Members may be suspended or expelled from NTCA for good reason after a hearing by the Board of Directors. "Good reason" is defined as abusing the privilege of membership, a breach of professional ethics, the misuse of NTCA materials for the purpose of soliciting business, or other related matters. The decision of the Board is final.
     
  5. Nondiscrimination
    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.
     
  6. Application
    Application for membership shall be made by utilizing the approved application form and submitting the appropriate membership dues. 

Section 2 - Eligibility and Election of Officers

  1. Eligibility
    Only those members engaged in designing, establishing, executing, administering or managing the compensation function for a single principal employer are eligible to hold Officer or Director offices. Consulting compensation practitioners who are engaged in providing advice and/or services on a fee basis for services rendered are not eligible to hold office, but may serve on committees or task forces.
     
  2. Election
    1. A Nominating Committee of at least three (3) members shall be appointed by the President. All nominees must be members of NTCA at the time of nomination. The Committee will be responsible for ensuring that candidates have an understanding of their prospective roles and commitments as Officers and Directors.

    2. Any active member in good standing may nominate qualified candidates. 

ARTICLE III - Political Activities

Section 1 - 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 - 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 the American Compensation Association.
     
  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 IV - Amendments - Bylaws

Section 1 - Amendments
This Constitution may be amended by the membership by a two-thirds (2/3) vote of those voting.

Section 2 - 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 12/10/93