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ATLANTA CHAPTER OF CHANGE MANAGEMENT PROFESSIONALS BYLAWS

ARTICLE I: NAME, PURPOSE, TERRITORY AND LOCATIONS

Section 1. Name. The name of this organization is the Association of Change Management Professionals, Atlanta Chapter (hereinafter referred to as the “Chapter”). 
Section 2. Purpose. The purposes of the Chapter, shall be to advance the discipline of change management, consistent with ACMP Global Corporation (hereinafter referred to as AMCP Global) objectives. All activities are organized exclusively for charitable, educational purposes and are open to the public. In addition, the Chapter will:

a) build community and champion the change management discipline in business and community;
b) provide professional development and learning to increase knowledge, skills abilities and employability within our communities;
c) promote human connection, social interaction and informal support and learning groups
d) build awareness of ACMP Global.

Section 3. Territory. The Chapter will operate and serve members within Atlanta, Georgia areas, extending into and including Middle Tennessee and other neighboring states.
Section 4. Location. In accordance with the laws of the state of Georgia, the Chapter will have a principal office located within the state. The registered office and registered agent will be determined by the Chapter’s Board of Directors.

Section 5. Funds. Any funding raised by the Chapter shall be used to expand the goals and objectives of the chapter.

ARTICLE II: MEMBERS AND MEETINGS

Section 1. Members. The Chapter shall have members who are registered and in good standing with ACMP Global, and are in compliance with ACMP Global rules and regulations.
Section 2. Voting Eligibility. Voting eligibility is granted to chapter members who are current on ACMP Global fee payments, have attended at least one large format face-to-face meeting hereinafter referred to as “membership meetings” and have selected Atlanta as their local Chapter.
Section 3. Resignation, Transfer, Termination, Suspension or Revocation of Membership.

a) Resignation: A member may resign by submitting a written resignation; resignation does not relieve a member from liability for full annual dues of the Chapter or ACMP Global, or other obligations accrued and unpaid prior to the resignation date.
b) Transfer: The Chapter has adopted the membership transferability guidelines as established by ACMP Global. Members in good standing from other ACMP Chapters may transfer their membership the Chapter. Conversely, members in good standing from the Chapter may transfer their membership to other ACMP Chapters.
c) Termination or Suspension: Termination or suspension of membership by ACMP Global shall automatically constitute termination or suspension in the Chapter.
d) Revocation: Membership in the Chapter is automatically revoked for any of the following:
i. failure to pay applicable dues for more than ninety (90) days
ii. failure to meet the eligibility requirements for membership
iii. documented violation of behavior that damages the reputation of ACMP Atlanta; violators will have 30 days to contest the decision with the Board of Directors.

Section 4. Membership Meetings. The Chapter will hold a minimum of four (4) membership meetings annually. Place and time to be announced in advance to all members.

Section 5. Special Meetings. Special meetings of the voting membership may be called by or at the request of the President or the majority of the entire Board of Directors. The person or persons authorized to call special meetings of the voting membership may choose the location for holding any special meeting called by them.

Section 6. Notice. Notice of any meeting of the members, shall be delivered to each member by mail, overnight courier, telecopies, electronic mail, general post to the Chapter website, or other mode of written transmittal, not less than ten (10) days before the date set for such a meeting, and must include the time, date, and place of such meeting. Notice of a special meeting must also include the purpose for which the meeting is called. Any members may waive notice of any meeting before, at or after such meeting.

Section 7. Participation by Electronic Means. If the Chapter chooses to make available a telephonic, electronic or other communication channel that permits all members to communicate adequately with each other during a meeting of Members, any person entitled to attend such meeting may participate in the meeting. A person participating in such meeting will be deemed present at the meeting. Notwithstanding any other provision of this Bylaw, any member participating in a meeting of Members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Chapter has made available for this purpose. 

Section 8. Chair. The President shall preside as Chair at all meetings of the voting membership. In the absence of the President from any meeting of the voting members, the Vice President shall serve as temporary Chair.

ARTICLE III: BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the Chapter shall be managed by its Board of Directors. It shall be the Board of Directors’ duty to carry out the objectives and purposes of the Chapter, and to this end the Board of Directors may exercise all powers of the Chapter. The Board of Directors shall be subject to the restrictions and obligations set forth by law and in the Chapter’s Articles of Incorporation and Bylaws. The Board shall report annually to the membership on the progress of the Chapter in fulfilling its purposes and on the finances of the Chapter.

Section 2. Composition, Election, Term, and Qualifications. The number of Directors shall be not less than three (3) and the maximum number to be determined by the Board of Directors.

a) Initial Board Interim Provisions. Until such time as successors have been duly elected by the membership, the initial Board may fix the number of Directors in accordance with the limitations set forth above in this Section 2 and may fill such additional positions by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present (singly and together, the “Initial Directors”). The Initial Directors of the Chapter shall serve until their successors have been duly elected in accordance with such plan of staggering of terms as may be determined by the Board pursuant to Section 2(b) of this Article III. Initial Directors are expected to serve annual terms with the option to recommit to a successive term in December. Duties of the office for Initial Directors includes:
(1) dedicate a minimum of ten (10) monthly hours to Chapter activities;
(2) serve dual roles as both Director and a Committee Chair; with the optional exception of Treasurer and Secretary (the President’s dual role is Board Chair)
(3) attend a minimum of ten (10) monthly board meetings over the calendar year or a prorated equivalent if elected or appointed during the calendar year or if total annual meetings is reduced.
b) General Provisions. Directors shall be elected by the affirmative vote of a majority of the Chapter’s voting members in accordance with and pursuant to Section 9 of Article II of these Bylaws. Each Director shall hold office for a two (2)-year term; provided, however, that Directors shall serve until their successors have been duly elected and have qualified. Directors may serve a maximum of two consecutive terms per position. The terms of Directors shall be staggered, so as to not all expire at the same time, to the extent and as determined by the Board of Directors. To this end, the term(s) of one (1) or more Directors may be extended or abbreviated, to the extent and as determined by the Board of Directors.

Section 3. Removal or Resignation of Directors. No Director may remain in office if he/she no longer meets the eligibility criteria for office or chooses to run for a different office in an election year. Should any elected or appointed Director be unable to fulfill his/her elected term, the remaining Directors (by majority vote) shall appoint a Member to fill the vacant position for the remainder of the term. The appointed Member must meet the qualification requirements for the position.

a) If a Board member wants to run for a different office in an election year, they must vacate their current position at the end of that year so it may be opened for re-election.
b) Any Board member may be removed from office by a vote of the membership for failure to perform the duties of the office, negligence, or any other person, provided that:
i. The members of the Chapter, including the Director to be removed, have been notified in advance of the reason for potential remove.
ii. The Director has been provided an opportunity to respond on his/her own behalf.
iii. A majority of those voting vote to remove the Director from the office.

Section 4. Vacancies. Any vacancy occurring in the Board of Directors or any Directorship to be filled by reason of an increase in the number of Directors may be filled at any time by the Board of Directors. A Director selected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Vacancies may be filled or new Directorships created and filled at any meeting of the remaining Directors. Such action shall be effected by the affirmative vote of a majority of the remaining Directors, even if less than a quorum of the Board of Directors.

Section 5. Minutes and Parliamentary Procedure. Full minutes of each meeting shall be recorded by the Secretary. The minutes shall be published to all members within seven (7) days of each meeting. All meetings shall be conducted in accordance with such rules of order as may be established by the Board.

In establishing such rules, the President shall be guided by applicable provisions of the latest edition of Robert's Rules of Order, to the extent that such provisions are not inconsistent with these Bylaws, the Chapter’s Articles of Incorporation, the Act, or rules adopted by the Board of Directors.

ARTICLE IV: OFFICERS

Section 1. Officers. The Officers of the Chapter shall be a President, Vice President, Treasurer, and Secretary. Two (2) offices may be combined and held by one member, as the Board sees fit, with the exception of the President holding no other office. The President will serve as Chairman of the Board and the Vice-President shall serve as Vice Chairman of the Board. The Officers of the Chapter shall serve as the Election Committee and oversee appointments to the Board.

Section 2. Terms of Office. Terms of office, election rules, and election rotations shall be decided by an Election Committee.

Section 3. Nominations. Terms of office, election rules, and election rotations shall be decided by an Election Committee.

Section 4. President. The President shall be the principal executive officer of the Chapter and shall in general supervise and have charge of all of the affairs of the Chapter. The President shall be responsible for implementing the strategic plans and policies of the Chapter. The President shall, subject to the authority of the Board, have general supervision over the affairs of the corporation and presides over Board meetings.

Section 4a. Past President. The term of President will be 3 years in total, including a 12-month ‘Past President’ role that begins at the conclusion of the 2-year term. The Past President will play a consultative, coaching, historian and general support role and facilitate a smooth transition between administrations.

Section 5. Vice President. In the absence of the President or in the event of his/her inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have and may exercise all the powers of the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 6. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Chapter; receive and give receipts for monies due and payable to the Chapter from any sources whatsoever; and deposit all such monies in the name of the Chapter in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of these Bylaws. The Treasurer shall prepare all financial reports which will be provided at all Board meetings and perform such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 7. Secretary. The Secretary shall record the minutes of all meetings of the Board of Directors and the membership; maintain such minutes in one (1) or more books provided for such purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be the custodian of the corporate records, including but not limited to all correspondence of the Chapter; be the custodian of the seal of the Association and see that such seal is affixed to all documents where necessary, the execution of which on behalf of the Chapter under its seal is duly authorized in accordance with the provisions of these Bylaws; and in general perform all of the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 8Memberships Chair.  The Memberships Chair shall oversee all aspects of member management and administration for the Chapter, including recruitment, identification, and continuous engagement.  This role may host special events for the sole purpose of meeting and greeting prospective members, engaging with current members, and issuing invitations to suitable membership candidates. The Memberships Chair also perform such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors. 

Section 9. Delegation of Duties. One (1) or more duties of any Officer of the Association may be expressly delegated by the Board of Directors or by such Officer to one (1) or more other Officers, employees or agents of the Association, provided that if such delegation is not to another Officer, then the Officer shall supervise and oversee the actions of such employees or agents. Actions taken by Officers, employees or agents of the Association shall in all instances be subject to Article XII (Declaration of Policy) of these Bylaws, relating to limitations of responsibility and authority and restricting commitments on behalf of the Association and in matters of policy.

ARTICLE V: COMMITTEES

Section 1. Committee Formation. Committees can be formed by a group of Members, not less than three (3), with a common cause that promotes the overall objectives of the Chapter and ACMP Global, and also approved by the Board of Directors by majority vote.

Section 2. Committee Leadership. Each committee will be led by a Committee Chair who may or may not be a Director or Officer of the Chapter. The Committee Chair is responsible for leading the committee meetings, submitting committee requests to the Board, and executing, or causing to be executed, the decisions of the committee, pending approval by the Board of Directors. The Committee Chair is elected by majority vote of the committee membership.

Section 3.  Committee Members. Any member of the Chapter may belong to any committee of the Chapter.

Section 4. Committee Meetings. Committees can be held at any time or frequency with at least a seven (7) day notification to all committee members.

Section 5. Committee Requests. Committee requests must be submitted to the Board of Directors within seven (7) days of each committee meeting. The Board of Directors will vote upon receipt of the committee requests and inform the Committee Chair of the Board decision.

Section 6. Limitation on Delegated Authority. Actions taken by committees shall in all instances be subject to these Bylaws, relating to limitations of responsibility and authority and restricting commitments on behalf of the Chapter and in matters of policy.

ARTICLE VI: LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1. Limitation of Liability. To the fullest extent permitted by the Act and the Internal Revenue Code (IRC), the personal liability of the Directors, Officers, committee members, and employees of the Association is hereby eliminated.

Section 2. Indemnification. To the fullest extent permitted by the Act and the IRC, the Association shall indemnify its Directors, Officers, committee members, and employees.

ARTICLE VII: BOOKS AND RECORDS

The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors, committees having any of the authority of the Board of Directors, and of the membership. It also shall keep at its principal office a record of the names and addresses of its Board of Directors.

ARTICLE VII: AMENDMENTS

These Bylaws may be altered, amended or repealed by affirmative vote of a majority of the Board at any annual, regular or special meeting of the Board.

a) The members of the Board shall review the Chapter’s Bylaws whenever it receives notice that ACMP Global Bylaws have been amended.
b) It is the recommendation of the founding committee that these bylaws be reviewed annually for the first three (3) years. After that time period, the bylaws shall be reviewed every three (3) years.
c) Should changes be required between scheduled reviews, the Members of the Board will draft suggested amendments to be submitted for approval by the Chapter membership at the next regularly scheduled Chapter meeting provided that the notice of proposed amendments shall be given to all voting Members of the Chapter at least ten (10) days before the voting deadline.



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