By Laws

Hardcopy

ARTICLE I - IDENTIFICATION

SECTION 1. NAME

The name of this association shall be Employee Services Management Association of North Texas, hereinafter referred to as ESM Association of NT.

SECTION 2. PLACE OF BUSINESS

The principal place of business shall be determined by the Board.

SECTION 3. AFFILIATION

This association is affiliated with the Employee Services Management Association, Inc. (ESM Association) with a "Chapter" status.

SECTION 4. SEAL/INSIGNIA

This association shall have such official seal/insignia as the Board of Directors may designate from time to time.

SECTION 5. FISCAL YEAR

The fiscal year of this association shall be the calendar year, commencing on January 1 and ending on December 31.

ARTICLE II - PURPOSES AND LIMITATIONS

SECTION 1. PURPOSES

The purpose of ESM of NT shall be:

To advance the principals of sound employee services and employee recreation practices and furnish a medium through which those responsible for and/or engaged in the administration of employee services/recreation may exchange ideas and experiences.
To encourage employee services/recreation programs within service organizations, commercial and industrial companies, and governmental agencies in the Dallas-Fort Worth Metroplex area.
To provide the opportunity for professional growth of member individuals/organizations involved in employee services/recreation.
To provide the opportunity for recreational activities between member organizations.
To otherwise assist members of the association and their employees in employee service/recreation.
To develop and encourage high standards of service and conduct of employee services/recreation programs within organizational members.
To hold meetings and conferences for the mutual improvement and education of its members.
To cooperate with local, regional, and national groups whose purposes are directed to employee services/recreational practices and to establish and maintain liaison with other professional and business groups.
To achieve the purposes of this association there shall be no discrimination because of race, religion, sex, age, handicap or national origin.

SECTION 2. LIMITATIONS

These by-laws shall not be in conflict with the principals, purposes and procedures of the parent organization, ESM Association.

ARTICLE III - MEMBERSHIP

SECTION 1. MEMBERSHIP

This association reserves the right to accept, reject, or terminate membership on the grounds of non-conformance to the association purposes, rules and regulations, bylaws or professional conduct and ethics.

Acceptance- All memberships are subject to the approval or rejection by the Board of Directors.
Resignation - Any member may resign at any time by giving written notice to the Staff person who shall present such notice at the next succeeding meeting of the Board of Directors. All rights, privileges, and interest of said member in the association shall cease upon resignation. Rebate of dues paid is not granted.
Termination- A violation of the "privilege of membership" may cause severance from the association as determined by the Board of Directors, at any meeting, by a 2/3 vote of those present provided that a statement of the cause for termination shall have been sent to the last recorded address of the member at least (20) days before the final action is taken.
Appeal- The member shall be sent a notice of the time and place of the meeting at which the Board of Directors shall consider the charges. The member shall have the opportunity to appear in person and/or to be represented by counsel to present any defense to the charges. Action by the Board of Directors shall be final.

SECTION 2. TERMS AND CLASSES

Subject to the provisions of the bylaws, membership in the association shall be open to all service, commercial, industrial companies and governmental agencies in the DFW Metroplex area. Membership shall be listed by company. All employees of company members are individually eligible for programs and services rendered by the association.

ORGANIZATIONAL MEMBER- Regular membership shall be limited to those organizations whose purpose for joining the association is to improve and promote the quality of employee services and recreational activities for their employees. Each organization may designate up to three representatives to act in their behalf regarding association affairs. The primary representative (the one listed first) will have the voting right in behalf of the member company, be eligible to be elected to the Board of Directors and will receive all mailings. Each member organization shall be entitled to one vote, with no proxy voting permitted.
ASSOCIATE MEMBER-The association may accept organizations whose membership will enhance employee services and/or recreation activities for employees of the member organizations. The Board of Directors shall be responsible for determining the suitability of associate members. Prospective Associate members shall meet minimum standards. Prospective Associate Members shall meet minimum standards to be established by the Board of Directors which standards may be revised by a majority vote of the Board of Directors. Employees of Associate members will be eligible for the association services but their representatives will not be allowed to vote or hold office except as set forth in Articles V and VI. Associate members must present a new Organizational membership before their Associate membership will be accepted.
PROFESSIONAL/INDEPENDENT - National membership only.
STUDENT MEMBER - National membership only.
FELLOW MEMBER - The Board of Directors, at their discretion, may offer Fellow Membership opportunities to person who have demonstrated their expertise in the area of Employee Services and/or Recreation through their rolls as past members of the Board of Directors of ESM Association of North Texas and who are not currently in a capacity of affiliation with either past organizational or associate entitlements. Fellow Members may be called on for an exchange of ideas and experiences, but are prohibited from self business promotions, or that membership is subject to cancellation by the Board of Directors. Fellow Membership is a non-voting membership, but can serve on council committees as appointed.

SECTION 3. APPLICATION FOR MEMBERSHIP

Application for membership shall be by and on the form provided for such purpose by this association, and submitted to the Board of Directors.

SECTION 4. MEMBERSHIP DUES

The Annual dues of the association shall be determined by the Board of Directors which shall also determine the method of payment and period to be covered.

The Board of Directors shall establish a grace period during which a member shall not be terminated for non-payment of dues. (90 Days) Should payment not be received by the end of the grace period (unless dues have been waived under other provisions of these by-laws) the membership shall be terminated.

Any organization whose membership has been terminated, for any reason except termination by cause, may be considered for reinstatement upon submission of a new application for membership accompanied by a reinstatement fee as determined by the Board of Directors. Dues shall be charged from the date of such reinstatement.

The Board of Directors may cancel or waive payment of any dues, assessments, or other indebtedness of a member for any period.

SECTION 5. MEMBERSHIP RIGHTS AND PRIVILEGES

Members of this association shall be eligible for all membership benefits and privileges as established by these by-laws and/or by action of the Board of Directors except that:

Only those persons holding organizational membership in good standing shall have the right to vote on the affairs and issues of this association.
Only those members holding organizational membership in good standing shall be eligible for election or appointment to the Board of Directors.
Associate members in good standing shall elect (3) Directors to serve as their representatives to, and on, the Board of Directors with the right to vote on the affairs and issues presented to the Board of Directors.
No more than (2) representatives who are employees of any one company, including any division of such company, shall concurrently serve on the Board of Directors.

ARTICLE IV - MEETINGS

Section 1. ANNUAL MEETING OF MEMBERS

An annual meeting of this association shall be held in January at such time and place as shall be designated by the Board of Directors and shall include the installation of members of the Board of Directors, annual reports and the transaction of other related business.

Section 2. MEETINGS OF THE MEMBERSHIP

Regular meetings of the association may be held each month, at a time, place designated by the Board of Directors and published by a written notice of the date, time and place at least (10) days in advance of said meeting.

Section 3. SPECIAL MEETING OF MEMBERS

Special meetings of the association's members may be called by the President at any time, or upon written request of a majority of the members of the Board of Directors, or upon written request of 33% of the regular members of the association.

Section 4. ANNUAL MEETING OF THE BOARD OF DIRECTORS

An annual meeting of the Board of Directors shall be held each year preceding the annual membership meeting.

Section 5. MEETINGS OF THE BOARD OF DIRECTORS

Meetings of the Board of Directors shall be held at such places and at such times as the Board shall from time to time determine.

Section 6. QUORUM

A quorum for any duly called and constituted meeting of the members of this association shall be a simple majority for the conduct of business.

A quorum for any duly called and constituted meeting of the Board of Directors shall be a majority of the members of the Board.

Section 7. NOTICE OF MEETINGS

Notice of the time, place and purpose of all meetings shall be issued by the Secretary and served by mail not less than (10) days in advance thereof.

The notice of a special meeting shall include the agenda and no other subject may be considered at that meeting.

ARTICLE V - ELECTIONS

Section 1. ELECTION OF DIRECTORS

At the November meeting there shall be elected, by ballot, (3) Directors from the organizational membership who shall be for a term of two years. Also, there shall be elected by ballot, (3) Directors from the Associate membership who shall be elected for a term of two years. Each Director shall be elected on the basis of a plurality of votes cast.

SECTION 2. ELECTIONS COMMITTEE

The Elections Committee shall be appointed by the President prior to the election or balloting and shall consist of (2) or more eligible voting members of the association inclusive of the nominating Committee Chairman.

The committee shall count and tally the ballots and report the results to the President for announcing to the membership.

ARTICLE VI - BOARD OF DIRECTORS

Section 1. AUTHORITY

The control of this association is vested in the Board of Directors. This body shall manage and control the property, business and affairs of the association and in general, exercise all powers of the association not reserved to the members by statute, or by other provisions in these by-laws.

Section 2. IDENTITY

The Board of Directors shall be composed of no more than (6) Directors who hold membership as organizational members and no more than (3) Directors who hold membership as Associate members. The Immediate Past President shall be an ex-officio member, voting rights not granted.

Section 3. TERM OF OFFICE

The term of office of all Directors shall begin at the first scheduled meeting in January and shall continue until their successors shall be duly elected and qualified, unless they resign, are removed or are otherwise unable to complete their term of office. Directors may be re-elected and serve (2) consecutive terms. One year must elapse before a Director may be elected for a third term.

Section 4. VACANCIES

Vacancies shall be filled by a majority vote on the remaining Board of Directors through less than a quorum, or by a sole remaining Director, and each Director so selected shall hold office until a successor is elected at an annual or special meeting called for that purpose.

Section 5. RESIGNATION OR REMOVAL

Any Director may resign at any time by giving written notice to the President, the Secretary/Staff Person or to the Board of Directors. Such resignation shall take effect at the time so specified, or if no time is specified, at the time of acceptance thereof.

Any Director may be removed by a majority vote of the Directors at any regular or special meeting at which a quorum is present.

Section 6. TERMINATION

If the membership of any Director shall for any reason terminate, the office of that Director shall automatically become vacant.

Section 7. COMPENSATION

Directors as such shall not receive any stated salaries for their services, but by resolution, the Board of Directors may fix a sum to reimburse a Director for expenses incurred in behalf of the association; but nothing herein contained shall preclude any Director from serving the association in any other capacity and receiving compensation thereof.

Section 8. INFORMATION ACTION BY DIRECTORS

Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.

ARTICLE VII - ELECTIVE OFFICERS

Section 1. ELECTIVE OFFICERS

The elective officers shall be a President, a Vice President, both being organizational members; a Secretary and a Treasurer, either Organizational or Associate. The Secretary and Treasurer may be combined should no Staff personnel be in existence.

Section 2. ADDITIONAL OFFICERS AND AGENTS

The Board of Directors may from time to time appoint such additional officers, agents and employees of ESM Association of NT as the Board may deem necessary or advisable, including a general counsel, one or more vice presidents and assistants to the secretary and treasurer.

Section 3. ELECTION

The officers set forth in this Article shall be elected by a plurality of the votes of the Board of Directors at its first meeting each year. Each officer shall take office then on the date of election and shall hold office until the end of the fiscal year or until a successor shall have been duly chosen and qualified.

Section 4. RE-ELECTION

Officers shall be eligible for re-election except that no officer shall serve more than two successive one-year terms in the same office.

Section 5. TERMINATION OF MEMBERSHIP OF OFFICER

If the membership in the association of any elected officer shall for any reason terminate, the office shall automatically become vacant.

ARTICLE VIII - DUTIES OF ELECTIVE OFFICERS

Section 1. THE PRESIDENT

The President from the Organizational Membership shall be the chief executive officer of the association; shall serve as presiding officer at meetings of the members of the association and the Board of Directors; shall have general charge and supervision of the affairs and business of the association while consulting with the Board of Directors; make an annual report to the members of the association; and shall perform such other duties as are by general usage indicated by the title and/or as may be assigned by the Board of Directors and/pr prescribed by these bylaws. The President may designate annually, subject to confirmation by the Board of Directors, the chairmen of standing committees and special committees and shall serve as ex-officio member of all committees with the exception of the Nominating Committee. The President shall execute, jointly with the Treasurer or other designated officer, all contracts, bonds, and other legal documents, which shall be in accordance with the Board of Directors approval.

Section 2. THE VICE PRESIDENT

The Vice President, from the organizational membership, in the absence or disability of the President shall perform all duties of the President. And when so acting shall have all the powers of, and be subject to, all the restrictions upon the President; be responsible for contracts with members at conferences and at meetings of the chapters, area associations and other operating units and at such other occasions as the Board of Directors designates and shall serve as official representative of the association at the meetings of other groups.

Section 3. THE SECRETARY/STAFF MEMBER

The Secretary/Staff Member shall record, and keep, the minutes of all meetings and proceedings of the Board of Directors and the membership and shall prepare and send notices required by these by laws and may in part or in while, be assisted by Committee Chairmen; be custodian of the records and of the seal of the association and see that such seal if affixed to all documents the execution of which on the behalf of the association is duly authorized in accordance with the provisions of these by-laws; keep a register of the address of each Director of the association; see that records required by law are properly kept and filled; sign such instruments as required the signature of the Secretary; and , in general, perform all the duties incident OT the office of the Secretary. In the absence of the President or Vice President, or in the event of either of their inability or refusal to act, perform the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon the President.

Section 4. THE TREASURER

The Treasurer or staff member shall have general supervision of the financial affairs of the association and shall receive and deposit monies and other valuables in the name of, and to the credit of, this association, with such depositories as may be designated by the Board of Directors; shall prepare or cause to be prepared a financial statement covering all activities and present same to the Board of Directors and to the membership in such form and frequency as they may direct; have authority for the payment of money, unless otherwise ordered by resolution adopted by the Board of directors; and perform such other duties as may from time to time be assigned by the Board of Directors.

Section 5. OFFICERS PRO TEM

If, at any meeting of the members of ESM Association of NT, or the Board of Directors, the President,Vice President and Secretary are absent, and no one authorized to perform their duties is present, then a Chairman Pro Tem shall be selected by the members present.

Section 6. REMOVAL

Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of ESM Association of NT would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 7. VACANCIES

A vacancy in any office for whatever reason may be filled by the Board of directors for the un-expired portion of the term.

ARTICLE IX - COMMITTEES

There shall be several committees, established by the President and/or the Board of Directors as required by these by laws or at the discretion of the President, responsible to the President and the Board of Directors.

Section 1. STANDING COMMITTEES

FINANCE- Members are to be appointed annually- not less than (5) members plus the association Treasurer who shall be an ex-officio member and designated Chairman. The committee shall have responsibility for the financial planning and policies of the associations' affairs and shall operate within the association's written Guidelines, Policies and Procedures, in addition to those specified by these by-laws.

MEMBERSHIP- Members are to be appointed annually, not less than (5) members with one-year terms plus the Vice President who shall be an ex-offficio member and designated chairman. The committee shall have the responsibility for the continuing growth of the association and shall operate within the written association Guidelines, Policies and Procedures, in addition to those specified in these by-laws.

PLANNING- Members are to be appointed annually, not less than (5) members with one-year terms plus a designated Director who shall be an ex-officio member and designated Chairman. The committee shall develop and recommend long-range objectives and plans to expand membership both numerically and geographically and shall operate within the written association Guidelines, Policies and Procedures, in addition to those specified in these by-laws.

PUBLIC RELATIONS- - Members are to be appointed annually, not less than (5) members with one-year terms plus the Secretary who shall be an ex-officio member and designated Chairman. The committee shall be responsible for developing and recommending plans for creating a dynamic and favorable image of the association, and shall operate within the written association Guidelines, Policies and Procedures, in addition to those specified in these by-laws.

Section 2. OTHER COMMITTEES

NOMINATING- The Board of Directors, in the month of August, shall appoint a Nominating Committee consisting of a Chairman and (2) organizational members and (1) associate member to nominate candidates for the Board of Directors.

The Nominating Committee shall notify the Secretary, in writing, within (30) days of the names of the candidates it proposes. Its recommendations shall be presented to the membership at its regularly scheduled October meeting. Nominations from the floor will be accepted and will thereafter be added to the Committees recommendations.

The Secretary or staff office, in the month of October, shall mail an election ballot containing the names of all nominees to the last recorded address of each member. A ballot will be issued for Directors from the organizational membership for those members voting and another ballot for Directors from the Associate membership for those associate members voting for their representatives.

ARTICLE X - GENERAL

Section 1. AUDIT

The Board of Directors may designate a qualified individual or firm to act as auditors for the association for the current fiscal year.

Section 2. FIDELITY BOND

Elected officers and members of committees as may be determined by the Board of Directors from time to time, and employees of the association who are responsible for collection, disbursement, investment or safekeeping of funds shall give bond for the faithful performance of their duties, the bond to be in such form and amount as shall be prescribed by the Treasurer and approved by the Board of Directors.

Section 3. USE OF MEMBERSHIP LIST

Any unauthorized use of the association name and/or membership list without prior written approval of the Board of Directors is strictly prohibited. Any member or associate member violating this restriction is subject to immediate suspension or expulsion without refund of dues.

ARTICLE XI - BYLAWS AMENDMENT

Section 1. REFERENDUM

These by-laws may be amended by a ballot issued and served by mail to all the regular "voting" members of the association in good standing.

The form and content of the proposed amendment shall be approved by a majority vote of the Board of Directors.
Within (20) days following approval by the Board of Directors, the Secretary shall prepare and mail the ballots which shall include unabridged statements of the existing language, if any of the section or sections of the by-laws affected by the proposed amendment, and of the proposed language or other changes. Should there be a complete re-write of the by-laws, that complete re-write shall be mailed to voting members and so noted.
Completed ballots, to be valid, must be received at the office designated by the Board of Directors, no later than (30) days after mailing the ballots.
A majority of the valid mail ballots cast shall be required for approval/adoption of the proposed amendment.
Subsequent to receipt of completed ballots and tallying of same said amendments as approved by the membership shall be forwarded to ESM Association for approval. A courtesy copy shall be forwarded to the ESM Association Director.
Unless otherwise specified all amendments approved by the membership and ESM Association shall become effective upon the date of approval/adoption.

Section 2. AMENDMENT BY THE BOARD OF DIRECTORS

by-laws amendments that do not have a significant and far-reaching impact on the membership may be amended by a vote of the Board of Directors at any meeting thereof according to the following criteria:

A written notice of the proposed amendment shall be mailed to all members of the Board of Directors not less than (30) days before the meeting thereof.
A majority vote of the Board of Directors at a meeting, at which there is a quorum, shall be required for the approval of the proposed amendment.
Said amendment(s) shall be forwarded to ESM Association for approval. A courtesy copy shall be forwarded to the ESM Association Regional Director.
Unless otherwise specified, all amendments approved by the Board and ESM Association shall become effective upon the date of approval/adoption.

ARTICLE XII - DISSOLUTION AND DISTRIBUTION OF ASSETS

Section 1. DISSOLUTION

A petition for Dissolution bearing the signature of a simple majority of the voting members in good standing must be presented to the Secretary and distributed to the total membership at least (10) days prior to voting. Thereafter, an affirmative vote of 3/4 of the voting membership is required for dissolution.

Section 2. DISTRIBUTION OF ASSETS

At any time the dissolution of the Association is authorized, pursuant to law, the Board of Directors shall apply and distribute its assets as follows:

All liabilities and obligations of the association shall be discharged or adequate provision made therefore.
Assets held on condition requiring return or other disposition in case of dissolution shall be so returned or disposed of.
All other assets shall be distributed to such other organizations or corporations, organized and operated not-for-profit and exempt from federal income tax under Section 501© of the Internal Revenue Code of 1954 (as amended) as in the judgment of the Board of Directors will best serve the purpose for which this association is organized.

Amended October 17, 2000

Board of Directors

President - Helen Kerr

Vice President - Paul Uselton

Treasurer -

Organizational Representative - Anita Smith, Frank Hiegert and Djuna Glenn

Associate Representative - Michael Cheever