ByLaws

Amended October 14, 2024.

Article I | NAME AND OFFICE

Section 1. Name - The name of this Association shall be the National Speakers Association Chapter of  Houston, Texas, also known as NSA Houston, Texas (hereinafter “Chapter”).

Section 2. Office - Chapter shall maintain a statutory agent with a registered office in the State of Texas.  The principal office of the Chapter, if any, shall be at such location as the Board of Directors shall determine.

Article II | Purposes

The primary purpose and objective of Chapter shall be to provide a forum for geographically-based community of National Speakers Association (NSA) members to meet locally to support advanced professional development, camaraderie and networking. Supporting purposes may be stated in the Articles of Incorporation.

Article III | Membership

Section 1. Chapter Membership Levels - memberships are calculated on a rolling year schedule, where dues are set a standard annual fee and renewal will occur 365 days from the date of starting membership.

Professional Membership

• Any individual shall be eligible for Professional Membership in the Association who:
• Has a reputation for integrity and sound character
• Agrees to abide by Chapter’s Bylaws, Code of Professional Ethics, and such other rules or regulations as may be adopted from time to time.

Affiliate Membership

• Any individual who is a member of an affiliate organization* and also wants to become a member of Chapter at a discounted affiliate rate.
• *An affiliate organization is a professional organization that has a mutual agreement with NSA Houston to offer discounted memberships to its members, and vice versa.
• Has a reputation for integrity and sound character
• Agrees to abide by Chapter’s Bylaws, Code of Professional Ethics, and such other rules or regulations as may be adopted from time to time

Student Membership

• An individual who is currently attending high school or an accredited university and wants to become a member of Chapter.
• Has a reputation for integrity and sound character
• Agrees to abide by Chapter’s Bylaws, Code of Professional Ethics, and such other rules or regulations as may be adopted from time to time

Section 2. Approval of Members – any individual eligible for membership under these bylaws must be approved for membership on written application in accordance with procedures and policies adopted by the Chapter Board of Directors. 

Section 3. Right and Responsibilities – All classifications of membership who are within good standing of this Chapter shall be eligible to vote, and hold office or serve on the Chapter Board of Directors.

Section 4. Censure, Suspension, and Expulsion – Members of the Chapter may be censured, suspended, terminated or otherwise sanctioned for cause by the National Speakers Association and/or by Chapter. Sufficient cause shall be a violation of the National Speakers Association’s Bylaws, Code of Ethics, Professional Conduct Policy or any policy or procedure duly adopted by the National Speakers association, or any other conduct prejudicial to the best interests of National Speakers Associations and its Chapters.

Section 5. Membership Term – Each Member’s term of membership shall expire annually, but may be renewed by payment of dues, fees or assessments in accordance with the provisions of Article IV of these Bylaws.

Section 6. Resignation of Membership – Any member resigning from membership shall not be entitled to any refund of dues, assessments or other fees. The resigning member remains obligated to pay any outstanding indebtedness to the Chapter incurred prior to such resignation. Upon resignation, a resigning individual shall have no rights or claim against the Chapter.

Section 7. Non-Transferability of Chapter Membership – Membership in the Chapter is individual and is non-transferable and non-assignable unless special permission is granted by two-thirds (2/3) vote of the Chapter Board of Directors.

Article IV | Dues and Finances

Section 1. Dues, Fees and Assessments - Annual dues, fees and assessments, if any, and the payment date for same shall be determined by the Chapter Board of Directors.

Section 2. Contributions – The Chapter at any time may accept and use contributions or gifts made to it by any person, firm or corporation in accordance with the purpose stated in Article II or in the Articles of Incorporation or any amendment hereto or thereto.

Section 3. Failure to Pay – Members who fail to pay their dues, fees or assessments at the time they become due shall be notified of the same by the Chapter Administrator or such other officer as may be designated for such purposes by the Chapter Board of Directors. If payment is not made within the next succeeding 30 days, such member shall, without further notice, be dropped from membership and thereupon forfeit all rights and privileges of membership.

The Chapter Board of Directors may prescribe procedures for extending the time for payment of dues, fees or assessments and the continuation of membership privileges.

Section 4. Disbursements – The disbursement, banking and transfer of any and all Chapter funds shall be according to policies adopted by the National Speakers Association or the Chapter Board of Directors. When in conflict, the National Organization’s policies and rules shall be followed.

Section 5. Fiscal Year - The fiscal year of the Chapter shall be as determined by the Chapter Board of Directors.

Section 6. Bonding and Insurance - Any person entrusted with the handling of funds or payments of the Chapter shall obtain and maintain either a fidelity bond or appropriate insurance at the cost of the Chapter.

Section 7. Budget - In advance of each fiscal year (before July 1), the Treasurer proposes and the Chapter Board of Directors adopts an annual operating budget covering all the Chapter's activities.

Section 8. Qualified Review - The Chapter's accounts shall be reviewed each year by a person with sufficient financial knowledge to assess the Chapter’s bookkeeping practices, operations and financial position. The reviewer may be a CPA but this is not required. The reviewer may NOT have served as a Chapter Board member for the year under review. While a review within the meaning of AICPA’s Statements on Standards for Accounting and Review Services may be performed, this is not the level of accounting review contemplated by this Article. A written report from a qualified person not serving on the board of directors shall be directed to the Chapter Board of Directors.

Article V | Meetings of Members and Voting

Section 1. Annual Meeting - The annual membership meeting of the Chapter shall be held at such place and on such date and time as may be determined by the Chapter Board of Directors. Notice of such meeting shall be communicated to each member no more than two (2) weeks prior to such meeting and in a manner determined by the Board of Directors.

Section 2. Cancellation or postponement of Meetings – The Chapter Board of Directors may cancel or postpone any meeting for good cause.

Section 3. Special Meetings - Special meetings of the Association may be called by the Board Chair or the Board of Directors. Notice of any special meeting shall be communicated to each member at least 10 days, but not more than 60 days before the time appointed for the meeting with a statement of time and place of the meeting. The business to be transacted or any special meeting shall be stated in the meeting notice.

Section 4. Election and Voting - The election of Directors shall be conducted via written, electronic or verbal ballot as determined by the Chapter Board of Directors. A member entitled to vote shall vote by designated ballot only. Members shall not be entitled to vote by proxy.

Section 5. Quorum – Ten percent (10%) present in person shall constitute a quorum at any meeting of members. The postponement of a meeting because of the lack of a quorum shall not require the publication of a new or additional notice of the meeting. Unless otherwise provided by these Bylaws, any proposition required to be approved, ratified, or carried by the members of the Chapter shall be approved, ratified, or carried only if there is a quorum of members present and only by affirmative vote of a majority of those members voting. 

Section 6. Virtual Meetings – To the fullest extent permitted by the chapter, all or any portion of any meeting of the members may be conducted using remote communication technology pursuant to which all participants may hear and communicate with each other.

Article VI | Chapter Board of Directors 

Section 1. Composition and Term of the Chapter Board - The Chapter Board shall consist of not less than five (5) Directors, including the officers. The President, President-Elect and Immediate Past President shall be ex officio voting members of the Chapter Board of Directors and do not require re-election.  The remaining directors shall be elected, and each serve for a one-year term in the same position. No elected Director shall be eligible for re-election upon the completion of two (2) full terms in the same position until after the passage of one (1) year. 

Section 2. Power of the Chapter Board - The Chapter Board of Directors shall have supervision, control and direction of the affairs of the Chapter, shall determine its policies or changes therein within the limits of the Chapter Bylaws, Articles of Incorporation, including education programs, awards, and events, shall actively execute its purposes and shall have discretion in the disbursement of its funds. The Chapter Board of Directors may adopt such policies and procedures for the conduct of the Chapter's business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 3. Meetings - The Chapter Board of Directors shall have an annual meeting at the place of and preceding the annual meeting of members. In addition, special meetings of the Chapter Board shall be held upon the call of the President. Notice of all meetings of the Chapter Board of Directors shall be distributed to each Director of the Chapter Board at least five (5) but not more than forty (40) days prior to the time appointed for such meeting. The Chapter Board may transact business by mail, electronic or telephonic means as may be allowed by law and in accordance with policies and procedures adopted by the Chapter Board of Directors. 

Section 4. Quorum - A majority (51%) of the voting members of the Chapter Board of Directors shall constitute a quorum at any meeting of the Chapter Board, and any business transacted when a quorum is present shall be valid, providing it is affirmatively passed upon by a majority of those present, unless otherwise required by law or the Articles of Incorporation. If a quorum is not present, a majority of those voting Directors present may adjourn the meeting from time to time, without further notice, until a quorum is present.

Section 5. Compensation - Directors shall not receive any compensation for their services as Directors, but the Chapter Board of Directors may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval and payment of such expenses by designated officers of the Chapter.

Section 6. Resignation or Removal - Any director may resign at any time by giving written notice to the President or to the Chapter Board of Directors. Such resignation shall take effect at the time specified in the notice, or if no time is specified, at the time of acceptance thereof as determined by the President or by the Chapter Board. The resigning Board Member is required to help in a transition plan to ensure their duties, projects, team, etc. are successfully transitioned within 30 days.

Any member of the Chapter Board unable to attend a meeting shall advise the President as to the reason for the absence. If a Director misses two meetings for reasons which the Chapter Board has declared to be insufficient, the Director shall be deemed to have resigned as a Director. A Director may be removed from office with or without cause by a two-thirds (2/3) affirmative vote of the directors present and voting at any regular or special meeting at which a quorum is present, provided that the notice of such meeting stated that a purpose of the meeting was the removal of the director.

Section 7. Vacancies - A vacancy in the office of a voting Director may be filled by the Chapter Board of Directors for the balance of the remaining term.

Section 8. Voting - Voting rights of a Director shall not be delegated to another nor exercised by proxy.

Section 9. Policy and Procedures Manual - The Chapter Board of Directors shall establish a "Policy and Procedures Manual" which may contain information, procedures, policies or elaboration upon these Bylaws. 

Article VII OFFICERS

Section 1. Officers - The officers of the Chapter shall be the President, President-Elect, Treasurer and Secretary.  Immediate Past President and such other officers may also be included as may be deemed necessary by the Chapter Board of Directors. The Secretary and Treasurer shall be elected at the Chapter Board of Directors meeting immediately preceding the annual meeting of the members from a slate of nominees presented by the Nominating Committee, comprised of the Past President, President and President-Elect.

The President-Elect shall automatically become President of the Chapter and the President shall automatically become the Immediate Past-President of the Chapter at the conclusion of the annual meeting of members.  Officers with signing authority on behalf of the Chapter must be active members in good standing with the National Speakers Association for the duration of their term.

Section 2. Term of Office - Each officer shall take office following election or selection at the time specified in these Bylaws or at such time designated by the Chapter Board of Directors and shall serve for a term of one year or until a successor is duly elected and installed.

Section 3. Resignation or Removal - Any elected officer may resign at any time by giving written notice to the President or to the Board of Directors. Any elected officer may be removed by a two-thirds (2/3) vote of the Chapter Board of Directors whenever in its judgment, the best interest of the Chapter shall be served.

Section 4. Vacancies - Vacancies in any office, with the exception of President or President- Elect, may be filled for the remainder of the term by the Chapter Board of Directors at any regular or special meeting. In the event of a vacancy in the office of President, the President- Elect shall complete that term and then enter into a full term as President. In the event of a vacancy in the office of President-Elect, the President shall complete the unexpired term and then assume the office of President.

Section 5. President - The President shall be the chief elected officer of the Chapter and shall preside over all meetings of the members and the Chapter Board of Directors. The President shall also, at the annual meeting of the Chapter, and at such other times as deemed proper, communicate to the Chapter or to the Chapter Board of Directors, such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Chapter, and shall perform such other duties as are necessarily incident to the office of President or as may be specified by the Chapter Board of Directors.

Section 6. President-Elect - The President-Elect shall assume the office of President at the conclusion of the annual meeting of members or upon the death, resignation or removal of the President. The President-Elect may be delegated by the President or the Chapter Board of Directors, to perform the President's duties, in the event of the President's temporary disability or absence from meetings and shall have other duties as the President or the Chapter Board of Directors may assign. Whenever serving as President, the President-Elect shall have all of the powers of and be subject to all restrictions upon the President.

Section 7. Treasurer - The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Chapter, and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Chapter Board of Directors. Any of the Treasurer's duties may be delegated to a designee selected by the Chapter Board of Directors.

Section 8. Secretary - The Secretary shall keep the minutes of the meetings of the Chapter Board of Directors and the general membership in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President or by the Chapter Board of Directors. Any of the Secretary's duties may be delegated to the Chapter Administrator or to his or her designee by the Chapter Board of Directors.

Section 9. Chapter Administrator / Executive Director - In addition to elected officers, the Chapter Association may have a Chapter Administrator or an Executive Director. The Chapter Administrator or Executive Director shall be the administrator and manager of the Chapter employed or engaged by the Chapter Board of Directors. The Chapter Administrator or Executive Director shall be responsible to the President and Chapter Board of Directors, shall have the authority to execute contracts on behalf of the Chapter and to disburse funds, as approved by the Chapter Board of Directors, and shall hire or engage and may terminate the employment or engagement of members of the staff as necessary to carry out the work of the Chapter. In addition, the Chapter Administrator or Executive Director shall manage and direct all functions and activities of the Chapter and perform such other duties as may be specified by the Chapter Board of Directors. The Chapter Administrator or Executive Director shall be a non-voting, ex officio, member of the Chapter Board of Directors and of all committees and councils.

Section 10. Immediate Past President - The Immediate Past President shall serve as a voting member of the Chapter Board of Directors, shall chair the Nominating Committee and perform such other duties as may be prescribed by the President and/or Chapter Board of Directors.

Article VIII COMMITTEES AND COUNCILS

Section 1. Committees and Councils - The Chapter shall have a Nominating Committee, and the Chapter Board of Directors may appoint such other standing or special committees, subcommittees, councils or task forces (“committees”) as may be required to carry out the Chapter's business.

Section 2. Chapter Board and Officer Nominations Committee - The President shall chair a Nomination Committee comprised of the Past President and President Elect whom will submit a slate of nominees for the offices of director.

Section 3. Rules - Each committee and council will abide by applicable law and the rules and directions adopted by the Chapter Board of Directors.

Article IX MISCELLANEOUS

Section 1. Procedures - All meetings of the Chapter shall be governed by parliamentary law as set forth in Robert's Rules of Order (most recent edition) when it does not conflict with these Bylaws or with duly adopted policies and procedures of the Chapter

Section 2. Code of Ethics - The Chapter Board of Directors will refer all issues regarding violation of the National Speakers Association Code of Ethics to the National Speakers Association for enforcement as it deems necessary.

Section 3. Seal or Logo – The Chapter will adhere to the NSA Logo Policy for Chapters:
NSA’s logo may not be revised or altered in any way. The Intellectual Property may not be used in conjunction with any other trademark, service mark, or other mark without the express prior written approval of NSA. Chapter must incorporate the NSA logo in their online and print materials. Chapter may incorporate NSA’s unaltered logo into CHAPTER’s own logo design.  Chapter does not need to create a unique Chapter logo but must assure that the NSA logo is visible in all website mastheads, letterhead, envelopes, and other printed documentation. NSA will provide the artwork for the logo and Chapter must not alter it. Chapter is allowed to incorporate the logo into their own designs in any way they wish as long as it does not alter the NSA logo.

Section 4. Indemnification - The Chapter shall indemnify and hold harmless to the full extent permitted by law any person who is or was a director, officer, committee or council member, employee or agent of the Chapter, or who is or was serving at the request of the Chapter as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, foundation or other enterprise. In addition, the Chapter may purchase and maintain insurance on behalf of any person who is or was a director, officer, committee or council member, employee or agent of the Chapter or who is serving at the request of the Chapter as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, foundation or other enterprise, against any liability asserting against such person and incurred in any such capacity, or arising out of such person's status as such, regardless of whether the Chapter would have the power to indemnify against such liability.

Section 5. Name Change – Any change to the name of the Chapter must be submitted to the NSA Board of Directors for approval.

Article X AMENDMENTS

These Bylaws may be amended or altered, in whole or in part, by a two-thirds (2/3) vote of the Chapter Board of Directors, provided that: the Chapter Board members have been notified at least 15 days in advance of the meeting at which the vote will be taken, no such amendment shall be inconsistent with the provisions of the Articles of Incorporation.

These Bylaws were adopted by the Chapter on October 21, 2024 and supersede any previously adopted ByLaws.