RICHMOND COMPENSATION ASSOCIATION BYLAWS

ARTICLE I
NAME/AFFILIATION AND PURPOSE

Section 1. Name. The name of the Corporation is Richmond Compensation Association. Hereinafter RCA.

Section 2. Affiliation. RCA is a member of the WorldatWork Local Network.

Section 3. Purpose. RCA is organized exclusively to advance the educational and professional development interests of its members in order to raise the standards of performance in the compensation and/or human resources profession in our locality.

ARTICLE II
MEMBERSHIP

Section 1. General. The qualifications for membership in RCA shall be as stated in Section 2. To achieve the purpose of RCA there shall be no discrimination in individual memberships with regard to race, creed, color, age, sex, gender, sexual orientation, marital status, pregnancy, medical conditions, national origin, religion, physical or mental disability, including genetic characteristics, stats, or as otherwise required by law.

Section 2. Members. Membership is available to those persons actively engaged in bona fide compensation and/or human resources functions; faculty members holding an assistant, associate, or full professional rank in education at an accredited college or university and who are actively engaged in the instruction of compensation or related research, and other professionals whose positions require an active involvement in the development or enforcement of legislation related to compensation and/or human resources functions.  In addition, students currently enrolled in compensation and/or human resources curricula, those persons who have experience in compensation and/or human resources and are actively seeking employment, as well as those persons who have retired from the profession of compensation and/or human resources may also be considered for membership.

Section 3. Applications for Membership. Application for membership shall be reviewed by the Director of Membership to verify that the applicant has met the membership criteria set forth in Section 2.

Section 4. Voting. Each RCA Member shall have the right to cast one vote on each matter brought before a vote of the members.

Section 5. Dues. Annual membership dues shall be established by the Board of Directors. New members shall be accorded full membership rights from the date of the application and payment of dues, if the application is approved.

Section 6.  Professional Conduct. RCA is committed to maintaining an environment that is free of disrespectful conduct, including any form of discrimination, retaliation, and harassment. RCA will not tolerate disrespectful conduct, discrimination, retaliation, or harassment, including sexual harassment, at events or other RCA sponsored activities.  This includes any events where a member is representing RCA.  Any member who engages in any form of disrespectful conduct, discrimination, retaliation, and/or harassment including sexual harassment, will be subject to disciplinary action, up to and including termination of membership.

ARTICLE III
MEETINGS OF MEMBERS

Section 1. Meetings. Meetings of the members shall be held each calendar quarter or as otherwise determined by the Board of Directors.

Section 2. Notice of Meetings. Notice of all Meetings shall be given to all members at least one week prior to the Meetings.

Section 3. Electronic Business. The board may use electronic communications to communicate with membership. Matters requiring membership vote may be presented and voted upon through electronic means after advance notice has been given of the upcoming vote. Members will be given 5 business days from the date the matter is sent out to reply with a vote. Non-response to the call for a vote will be deemed an abstention.

Section 4. Quorum. The vote of a majority of members present at any Meeting shall be necessary for the adoption of any matter voted on by the members. The vote of a majority of members when voted upon through electronic means shall be necessary for the adoption of any matter provided a minimum of 25% of members participate.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. Number. The Board of Directors shall consist of seven (7) persons. The following shall be members of the Board of Directors: Co-Directors of Professional Development, Director of Finance, Director of Membership, Director of Communications, Past President, and the President. The Board of Directors, at its discretion, may appoint additional Directors or reassign duties.

Section 2. Qualifications. All candidates for the Board of Directors must be in good standing at the time of nomination or appointment and must remain in good standing.

Section 3. Election – Term of Office.  Directors shall be nominated by the Board and approved by a vote of Members.  Each Director shall assume office on the first of the month following his/her approval or at any time as determined by the Board of Directors.  The Director(s) shall hold office for up to twenty-eight months or until his/her successor is elected and takes his/her place.  The President and Directors may not serve more than two (2) consecutive terms in one position unless a replacement cannot be found.  The role of Past President is filled for half a term.  The President and Directors will serve for up to twenty-eight months.  The Past President’s term will last for up to fourteen months.  In the instance that term limits have been met and a replacement cannot be found for the President and/or Director(s), the Board of Directors will assume responsibility for the vacant Director(s) role or the current incumbent may be asked to extend their term until a replacement is found.
 
Section 4. Vacancies. Any vacancy in the Board may be filled for the unexpired term by a vote of the Board of Directors.

Section 5. Quorum. A majority of the total Board membership shall constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 6. Removal of Director. Directors are expected to attend board meetings on a quarterly basis. Any Director who misses more than three (3) consecutive board meetings may be removed from the board, upon a majority vote of the Directors. Board members may also be removed by a majority vote of the Directors for conditions such as breach of confidentiality, failure to disclose a conflict of interest, or failure to exercise the duties expected of a board member.

Section 7. Board of Directors’ Responsibilities. The Board of Directors shall transact all business of RCA except as prescribed otherwise in the Articles of Incorporation or Bylaws. A member in good standing may request the President to place on the agenda of the next meeting any action to be taken by the Board of Directors.

Section 8. Compensation. Directors shall not be compensated for their service except for reimbursement of reasonable expenses, gifts provided to all members of the Association, and attendance inclusive of travel and expense at conferences the Board deems reasonable. However, Directors will be exempt from paying dues or symposium/meeting fees during their term of office. Directors will also be eligible to participate in any RCA-sponsored referral program and eligible for charitable donations on their behalf similar to other members.

Section 9. Electronic Business. Any action required or permitted by law to be taken at a meeting
of the Board of Directors may be conducted using electronic communications. The President will
communicate matters requiring action of the board and indicate that an electronic board meeting
is in progress. All motions, discussions and votes will be recorded for documentation with the
minutes. Board members will be given five business days to respond to vote requests. Non-
response to the call for a vote will be deemed an abstention.

Section 10.  Professional Conduct.  A Director shall not at any time, prior to or during his or her term, disparage, defame or denigrate the reputation, character, image, products or services of RCA, or of any of its Affiliates, or any of its Affiliate’s Directors, Officers, Members, or Agents.

Section 11.  Financial Responsibility.  A Director shall not take any of the following actions on behalf of RCA without the prior approval of the Board of Directors:
• Borrow or obtain credit in any amount or execute any guarantee;
• Expend funds in excess of budgeted expenditures; or
• Execute any contract or make any commitment for purchases in excess of two hundred fifty dollars ($250.00);

ARTICLE V
DUTIES AND RESPONSIBILITIES

Section 1. President. The President shall serve as Association Chair and preside at membership
meetings and Board of Directors meetings. This position is also responsible for public
communications in support of the association, including interaction with WorldatWork.

Section 2. Co-Directors of Professional Development. The Co-Directors of Professional Development shall coordinate topic generation and logistics for general membership meetings and WorldatWork courses and seminars. This position presides over meetings in the absence of the President. Additional duties include serving as Symposium Committee Chair and coordinating any symposiums, if applicable.

Section 3. Director of Finance. The Director of Finance shall coordinate all financial transactions and reports of the Association. The responsibilities shall include issuing quarterly financial reports to the Board, issuing payment from RCA, and coordinating regulatory financial filings. These financial reports may be audited on a periodic basis by an outside firm.

Section 4. Director of Membership. The Director of Membership shall coordinate membership
information, marketing and promotions, membership drives, college relations, and maintain the
member database.

Section 5. Director of Communications. The Director of Communications shall coordinate communications to the RCA membership to include but not limited to newsletters, announcements, event invitations, member surveys, etc.  This position also maintains the RCA website and its contents.

ARTICLE VI
STANDING COMMITTEES

The Board of Directors may, at its discretion, appoint a standing committee or committees for any such purposes determined appropriate. Such committees may be empowered by the Board to
conduct research, arrange special seminars or training, or other similar purposes intended to serve the interests of RCA.  Any such committee must consist of active RCA members.

ARTICLE VII
AMENDMENT OF BYLAWS

The Bylaws may be altered or amended and new bylaws may be adopted upon the affirmative vote of a majority of votes cast by the Board of Directors. Copies of proposed alterations, amendments, repeals, and new bylaws shall be made available to each member.

ARTICLE VIII
DISSOLUTION STATEMENT

In the event of the Association’s dissolution, any remaining monies in the treasury, after Association expenses have been paid, will be contributed to organizations serving the community as determined by the Board of Directors at that time.