NAME

The name of the chapter shall be NSA-NEW ORLEANS or such other name as approved by the chapter Board of Directors and the National Speakers Association.

STATEMENT OF PURPOSE AND OBJECTIVES

The NSA-New Orleans Chapter is an organization that supports and encourages its members in furthering their professional speaking careers. The purpose of this chapter shall be those purposes set forth in the Articles of Incorporation and Bylaws of the National Speakers Association.

SECTION 1.1: BUSINESS TO BE CONDUCTED WITHOUT PROFIT

This chapter shall conduct and carry on its business without profit to itself or its members. No member of this chapter shall, by reason of membership herein, be or become entitled, at any time, to receive any assets, property, income, or earnings from the chapter or to profit therefrom in any manner.

SECTION 1.2: USE OF INCOME

All of the income, revenue, and earnings of the chapter shall be held, used, managed, devoted, expended and applied in the discretion and judgment of the Directors, to carry out the objectives and purposes of the chapter, and without profit, direct or indirect, to any member of the chapter as such.

SECTION 1.3: DISTRIBUTION OF ASSETS ON DISSOLUTION

In the event of the dissolution of this chapter, all of its assets and property, after payment and satisfaction of all claims and demands against the chapter, and all liabilities of the chapter, shall be conveyed and transferred to such non-profit charitable organization(s) as the Directors of this chapter shall determine, based on a majority vote of the Board of Directors.

SECTION 2.1: CLASSES OF MEMBERS

There shall be four classes of members, consistent with the Bylaws of the National Speakers Association.

SECTION 2.2: APPLICATION FOR MEMBERSHIP

Section 2.2.1: All applications for membership must be on the currently approved Membership Application Form. The application form shall be accompanied by payment of chapter dues and shall be addressed to the Treasurer. Further, it shall be the responsibility of the Treasurer to send a copy of the application to the President and VP for Membership.

Section 2.2.2: Acceptance of membership shall be dependent upon an applicant meeting the requirements of the specific membership category for which he / she has applied.

SECTION 2.3: CENSURE, SUSPENSION AND EXPULSION OF MEMBER

Individual members may be censured, suspended, terminated or otherwise sanctioned for cause by a two-thirds (2/3) vote of the Board of Directors. For any cause other than nonpayment of dues, the action by the board shall take place only after the member complained against has been advised of the complaint and has been given reasonable opportunity for defense. Such member may appeal the decision of the Board of Directors at the Annual Meeting of the chapter. The Board's decision may be overturned by a vote of two-thirds (2/3) of the members present and voting at the Annual Meeting. The Board may drop any member who is thirty (30) days delinquent in payment of dues.

SECTION 2.4: DUES

Membership dues shall be assessed on an annual basis or on any other basis established by the Board of Directors.

SECTION 2.5: LENGTH OF MEMBERSHIP

Membership shall be for a period of one (1) year. Any member who fails to reapply for membership or pay annual dues in accordance with the bylaws and rules and regulations of this chapter, shall have his / her membership automatically terminated.

SECTION 2.6: RENEWAL OF MEMBERSHIP

Membership shall be automatically renewed by payment of the annual dues. The procedure for subsequent admission to membership to this chapter shall be the same as for the initial admission to membership in the chapter.

SECTION 2.7: RESIGNATION

Any member resigning from membership shall not be entitled to any refund of dues or other fees. The resigning member remains obligated to pay any outstanding indebtedness to the chapter. Upon resigning, the resigning individual shall have no rights or claim against the chapter.

SECTION 2.8: RIGHT TO VOTE

Each member of the chapter shall have the right to one vote at the Annual Meeting or any other membership meeting of the chapter. The member will cast said vote personally. The Board of Directors, when appropriate, may authorize proxy and / or mail voting.

SECTION 2.9: NON-TRANSFERABILITY OF MEMBERSHIP

Membership in the chapter is non-transferable and non-assignable, unless the Board of Directors grants special permission.

SECTION 2.10: MEMBERSHIP ROLL

A written record of the membership of this chapter shall be kept by the Treasurer and said record shall contain the name and address of each member, and in any case where any membership has been terminated for any reason whatever, an entry of such fact, together with the date upon which said membership was so terminated.

SECTION 3.1: ANNUAL BUSINESS AND REGULAR MEETINGS

Section 3.1.1: The annual business meeting of the chapter membership shall be held at such time and place as may be selected and determined by the Board of Directors. Notice of the annual meeting shall be mailed to the membership at least thirty (30) days in advance of such meeting.

Section 3.1.2: There shall be at least eight (8) regular meetings of the chapter. The purpose shall be instructive or promotional with respect to the purpose of the Chapter. The Board of Directors shall determine the time and place. All members shall be notified at least five (5) days in advance as to the time, place and agenda for each meeting.

SECTION 3.2: SPECIAL MEETINGS

Special meetings of the chapter may be called by the Board of Directors and may also be called by demand, in writing, submitted to the Board of Directors by not less than twenty-five (25) percent of the active members. Notification of the special meeting shall be sent to the members at least ten (10) days in advance of the meeting.

SECTION 3.3: QUORUM

Quorum for an annual or special meeting of the members of the chapter shall require the presence of not less than
fifteen (15) percent of the members of the chapter. If no quorum is present, the majority of the members present nay adjourn the meeting from time to time, until a quorum shall be present. 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 voting and only by affirmative vote of the majority of the eligible voting members.

SECTION 4.1: CORPORATE POWERS VESTED IN BOARD OF DIRECTORS

The corporate powers of this chapter shall be vested in the Board of Directors, consisting of nine (9) members, seven (7) of them being elected; one (1) voting member appointed by the President with approval by the Board serving for the duration of the term of the appointing president and the ninth (9th) member being the immediate past president of the chapter. The immediate past president shall remain on the Board of Directors for one (1) year following his / her term as President of the chapter and during said one (1) year, he / she shall have voting powers. Thereafter, all past presidents shall remain ex-officio (honorary) members of the Board of Directors, though without voting powers. The business, property, and affairs of the chapter shall be managed and directed by the Board of Directors. A board quorum shall consist of five (5) members of the Board of Directors.

SECTION 4.2: TERMS OF OFFICE

The term of office for the Board of Directors shall be one (1) year. National members shall elect replacement Directors at each annual meeting, as each term expires. Directors, when nominated, shall be given specific duties. A member of the board may be elected for two consecutive terms, but then must go off the board for at least one (1) year before being eligible for re-election as a member of the board again. If a member of the board is elected to a chapter office, their length of service may be extended beyond two years. Officers are elected on an annual basis.

SECTION 4.3: REMOVAL FROM OFFICE

Any director may be removed from office as such by the affirmative vote of two-thirds (2/3) of the members at any annual or special meeting of the members or by two-thirds (2/3) vote of the Board of Directors on written notice setting forth the reasons and grounds thereof, mailed to such director at his/her last known address at least ten (10) days prior to the date of such meeting. Any director who misses two consecutive board meetings, without Presidential excuse, shall be automatically dismissed from the board.

SECTION 4.4: VACANCIES

In the event of a vacancy on the board of directors, the vacancy shall be filled by a majority vote of the board. The appointee will fill the remainder of the vacancy term.

SECTION 4.5: SPECIAL MEETINGS

Special meetings of the board of directors for any purpose or purposes shall be called at any time by the President or, if he/she is absent or unable to act, or refuses to act, then by the president-elect or the vice-president, or by any three (3) directors. Written notice of the time and place of special meetings shall be delivered personally to directors or sent to each director by mail or faxed, charges prepaid, addressed to him/her address as is shown upon the books of the chapter at least five (5) days prior to the date of the meeting. Delivered messages must have at least a forty-eight (48) hour notice time. Delivery of notices as described above shall be due, legal, and personal notice to such directors.

SECTION 4.6: WRITTEN CONSENTS AND WAIVERS OF NOTICE

The transaction of any meetings of the board of directors, however called and noticed, or wherever held, shall be as valid as though a meeting had been held after regular call and notice, if a quorum is present.

SECTION 4.7: NOMINATING COMMITTEE

There shall be established a Nominating Committee consisting of not less than three (3) members of the Board of Directors and shall preferably include those board members whose term of office is concluding and who are not running for re-election. The committee will include the President and may include past presidents. The committee shall be selected by the immediate past president and/or executive committee each year prior to the selection of the nominees for the officers and directors of the National Speakers Association and shall cease to exist immediately after said elections take place. The chairman of the nominating committee shall be the immediate past president or the committee may itself be empowered to select a chairman from among the members of the election committee. The committee shall meet with a quorum present and shall consider such suggested nominees as are submitted by the Board of Directors and the membership that shall be solicited no less than sixty (60) days prior to the committee meeting.

SECTION 5.1: OFFICERS

Anyone holding a chapter office shall be a member of national. The chapter members who hold membership in national shall elect each officer. The Nominating Committee will present a slate of officers at the March meeting. Nominations will be taken for 14 days following said meeting after which nominations will be officially closed. A list of nominations will be presented in the chapter newsletter, with a written ballot available for those not attending the May meeting where the membership will vote on the slate of officers from the nominated candidates. Installation of new officers will take place at the June meeting. The term of office for all officers shall be one year.

The officers of the chapter shall consist of President, President-Elect, Vice-President, Secretary and Treasurer.

SECTION 5.2: PRESIDENT

The president shall be the chief executive officer of the chapter and shall preside at all meetings of the members and the board of directors. He/she shall appoint, subject to the approval of the board of directors, such standing and special committees as are provided for or authorized by these bylaws or by the board of directors, and shall be an ex-officio member of all committees except the nominating committee, upon which he/she will sit as an official member.

SECTION 5.3: PRESIDENT-ELECT

The president-elect shall preside at all meetings of the members and the board of directors in the absence of the president. He/she will work with the president to develop the program for chapter meetings and shall participate in the NSA leadership-training program as part of preparation for assuming the presidency.

SECTION 5.4: VICE-PRESIDENT for MEMBERSHIP

The vice-president shall be in charge of the membership committee and assume such duties as may be delegated by the president. In the absence of the president and president-elect, he/she shall preside at all meetings of the members and the board of directors.

SECTION 5.5: SECRETARY

The secretary shall record the minutes of the meetings of the board of directors, the executive committee and the annual or special meetings of the members, as well as all committee meetings, which require records. He/she shall perform such other duties that are incidental to such office or may be assigned by the board of directors.

SECTION 5.6: TREASURER

The treasurer shall be the custodian of the funds of the chapter, which shall be deposited in the name of the chapter in one (1) or more depositories designated by the board of directors. He/she shall collect all dues, fees or other income due the chapter; shall see that a proper record is kept of all monies, receipts and disbursements of the chapter and shall render quarterly updates to the membership and provide an annual report of all transactions for the chapter year. He/she shall perform such other duties as assigned by the board of directors.

SECTION 5.7: DISBURSEMENTS

All checks, drafts and orders for payment of monies shall be signed to the name of the chapter and shall be handled by the treasurer. Such activities shall be coordinated with approval of the chapter president.

SECTION 5.8: VACANCIES ON THE BOARD OF DIRECTORS

Any vacancy occurring with any officer or director shall be filled by the then acting board of directors.

SECTION 5.9: EXECUTIVE COMMITTEE

The Executive Committee shall be appointed by the President and shall consist of the immediate past president of the chapter, who shall serve as chairman, the current chapter president, president-elect and two directors. The function shall be to handle such matters of immediate urgency that cannot wait for the next meeting of the board of directors and shall, in the judgment of the chapter president and president-elect, warrant immediate attention of this chapter.

SECTION 6.1: INSPECTION OF CHAPTER RECORDS

The membership roll or duplicate roll, the books or the accounts, and the minutes of the proceedings of members and directors shall be open to inspection upon written request of any member at any reasonable time, and for a purpose reasonably related to his/her interest of such member. Such records shall be exhibited at all times when required by the demand of ten (10%) percent of the members. Request for inspection other than at a member's meeting shall be made in writing to the President of the chapter or the chapter secretary.

SECTION 6.2: ANNUAL REPORT

An annual report of the financial affairs of the chapter shall be submitted to the members not later than one hundred twenty (120) days after the close of the fiscal year.

SECTION 6.3: CONTRACTS, ETC., HOW EXECUTED

The board of directors, except as in these bylaws, otherwise provided, may authorize any officer(s), to enter into any contract or to execute any instrument in the name of and on behalf of the chapter. Such authority may be general or confined to specific instances. Unless so authorized by the board of directors, no officer shall have any power or authority to bind the chapter by any contract or engagement, or to pledge its credit to render it liable for any purpose or to any amount.

SECTION 6.4: INSPECTION OF BYLAWS

The chapter shall keep in its principal office for the transaction of business, the original or a copy of the bylaws, as amended or otherwise altered to date, certified by the secretary, which shall be open to inspection by the members at all reasonable times during office hours.

SECTION 6.5: RULES OF ORDER

The current edition of Robert's Rules of Order newly revised shall be parliamentary guide when not in conflict with these bylaws.

SECTION 6.6: RULES OF PROFESSIONAL CONDUCT

The board of directors may promulgate rules of professional conduct, which would then be submitted to the membership for approval by a two-thirds (2/3) vote.

SECTION 6.7: DISCIPLINARY ACTION

Any member who is guilty of a criminal offense or gross conduct, or violates any of the provisions of these bylaws, or any principles of professional conduct adopted by this chapter, or who acts contrary to or in violation of any contracts, agreements, or statements of principle of their chapter, shall be liable to censure, suspension or expulsion. Censure, suspension, or expulsion shall be imposed by a two-thirds (2/3) vote of all members of the board of directors.

SECTION 6.8: FISCAL AND ADMINISTRATIVE YEAR

The chapter's fiscal and administrative year shall be in accordance with the bylaws of the National Speakers Association subject to the chapter's board of directors.

SECTION 7.1: POWER OF MEMBERS

Amendments to these bylaws may be made at any meeting of the chapter by a two-thirds (2/3) favorable vote of the members present, provided that a quorum is in attendance. Any proposed amendment must be submitted to and approved by the chapter board of directors at least ten (10) days in advance of any board meeting. A copy of the proposed amendments shall be sent to each chapter member at least ten (10) days in advance of the member meeting at which any amendment is to be submitted to a vote.

SECTION 7.2: POWERS OF BOARD OF DIRECTORS

Subject to Section 7.1 of this article, bylaws other than a bylaw or amendment thereof, changing the qualifications of classes of membership, or the authorized number of directors, or a changing of the powers of limitations of the board of directors may be adopted, amended, or repealed by the board of directors.

SECTION 7.3: NOTICE TO AND APPROVAL BY THE NATIONAL SPEAKERS ASSOCIATION

The secretary shall immediately forward to the NSA Chapter staff liaison a copy of any change in the chapter bylaws as approved by the chapter membership. No amendment shall become effective until approved by the National Speakers Association.