Triangle Technical Recruiter Association Bylaws

Article I, Name

Section 1:
The name of the Association shall be “Triangle Technical Recruiters Association (TTRA)”.

Section 2: 
The Association is based in the Research Triangle Park with no fixed office.  The Board of Directors will designate a de facto corporate address as needed.

Article II, Purpose

Triangle Technical Recruiters Association is a non-profit organization for individuals in the technical recruiting industry. The mission/purpose of the group is to provide leadership for our profession and information to the public as necessary to promote and develop awareness of issues of importance to our members.

Article III, Fiscal Year

The fiscal year, for financial purposes only, shall commence on January 1st and shall end on December 31st.

Article IV, Dues & Assessments

The annual dues for each member of the Association shall be determined by the Board of Directors. Dues will be billed according to a calendar year January 1 through December 31.

Article V, Board of Directors & Officers

Section 1:
The Board of Directors shall have supervision, control, and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its objectives, and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board of Directors shall have the authority to employ executive and management services, to fix term and compensation for such services, to designate executive officer titles, and to designate duties and authority to those performing such services.

Section 2:
The Board of Directors shall be comprised of the following voting officers: President, Advisory Board Member (Immediate Past President), Vice President/President Elect, Secretary, Treasurer, Programs Director, Membership Director, Webmaster and up to Four (4) additional Board Members whose roles/titles will reflect their involvement in membership, programs or communications. Board Members shall be elected annually by the general membership via an e-mail vote. Each Officer and Director shall have one (1) vote on all matters.  In addition, the Board of Directors may elect up to four (4) Members to fill vacancies on the Board.

Section 3:
Board Meetings shall be conducted on a monthly basis.  Additional Board Meetings shall be called by the President on an as needed basis or shall be called upon demand of a majority of the members of the Board of Directors.  A calendar of prospective Board meetings will be maintained by the Board at least six (6) months in advance of each meeting. Notice of all scheduled Board meetings shall be sent to each member of the Board in timely fashion.

Section 4: 
A quorum shall be a majority of the entire Board at any meeting of the Board of Directors. Any Board Member requesting absence from a meeting must offer his/her proxy vote to the President should a quorum/vote be required during their absence. A proxy vote allows the President to cast a vote as he/she deems or to rule in the majority of those present. If a quorum is not established at the start of each meeting, any voting must be adjourned until a quorum can be established.

Section 5: 
Upon election to the Board of Directors, commitments to be an active member of the TTRA Board are required as follows: For each term committed (term equals one year) it will be the policy that failure to attend two (2) consecutive scheduled board meetings, per term, without advanced notification or failure to attend a total of five (5) scheduled meetings, per term, regardless of notification, shall constitute resignation from the Board. Exception to this policy is at the discretion of the Board of Directors.

Section 6: 
Vacancies that may occur on the Board by reason of death, resignation, or otherwise, may be filled by the remaining members of the Board for the un-expired term.

Section 7: 
The President shall be the chief officer of the Association, and shall preside at meetings of the Association and of the Board of Directors. The President shall be a member of any committees formed. The President shall also, at the annual meeting of the Association, and at such other times as he/she shall deem proper, communicate to the Association or the Board of Directors, such matters and make such suggestions as may in his/her opinion tend to promote the welfare and increase the usefulness of the Association and shall perform such other duties as are necessarily incident to the office of the President, or as may be prescribed by the Board of Directors.

Section 8: 
The Vice President/President Elect shall act as President in the absence of the President, and with like authority and effect. The Vice President/President Elect shall be a member of all committees and shall chair the committee on nominations.

Section 9: 
The Secretary shall keep an official record of Board of Directors meeting proceedings.

Section 10: The Treasurer will be authorized to receive all monies coming to the Association and disburse Association funds by direction of the Board of Directors on the signature of the Treasurer in combination with either the President or other designated officer. The Treasurer shall keep written or computerized records of all financial dealings and shall regularly report the Association’s financial status to the Board of Directors and to the general membership at the annual meeting.

Article VI, Resignations & Expulsions

Section 1: 
Resignations shall be made in writing and sent to the Membership Director. No resignation shall be accepted unless and until the member presenting it has paid all current indebtedness to the Association.

Section 2: 
Charges preferred against any member must be made in writing and sent to the President or Secretary. The Secretary shall conduct an immediate investigation of all charges through all sources available and bring a report to the next meeting of the Board of Directors for appropriate action.

Section 3: 
Any member, after a hearing where the member has been given notice and an opportunity to be heard, may be dropped from membership for breaches of the Standards of Ethical Practices, by recommendation by the Board of Directors and a majority vote of the Association members, provided written notice of hearing is given at least thirty (30) days prior to such action.

Section 4: 
Any member of the Board of Directors against whom charges have been preferred shall be deprived of his/her vote at any hearings on his/her case.

Section 5: 
Any member expelled from membership for the cause set forth in Article VII, shall be indebted to the Association for the current year’s dues. 

Article VII, Committees

Section 1: 
All new, standing committees, except where otherwise provided, shall be elected by the Board of Directors.

Section 2: 
Other committees may be formed for any specific purpose at any time by nomination and approval of the Board of Directors.

Article VIII, Membership and Board of Director Meetings

Section 1: 
The Association will host a minimum of 10 meetings per year on a monthly basis.  Meetings are typically held on the second Thursday of each month.  The specific meeting schedule must be determined by the Board no less than 3 months in advance, with any changes from the normal Thursday meeting communicated to the Membership in a timely fashion.  Meeting announcements are distributed to the Membership via Meetup group and posted to the TTRA website.

Section 2: 
Special meetings of the Association may be called by the President or the Board of Directors, or shall be called by the President upon written request of one third (1/3) members of the Association. Notice of any special meeting shall be e-mailed to each member at least ten (10) days in advance, with a statement of time and place and information as to the subject or subjects to be considered.

Section 3: 
A majority of the voting members in attendance at any meeting of the Association shall constitute a quorum.

Section 4: 
The order of business may be altered or suspended at any meeting by a majority vote of the members present. The usual parliamentary rules laid down in “Robert’s Rules of Order, Newly Revised” shall govern all deliberations, when not in conflict with these bylaws.

Article IX, Nominations and Elections

Section 1: 
The general membership shall elect the Board of Directors on an annual basis.  Elections will be announced in October, first at the monthly meeting and then via electronic communications.  Nominations will be accepted through November, with an election date in early December.

Section 2: 
Additional nominations may be made from the membership, provided the nominee has given his/her prior approval. Nominated candidates must be active TTRA members for the current year with dues in good standing.

Section 3:
Elections shall be by e-mail or other electronic ballot and written proxies of absent members of the Association and a majority of the votes cast shall elect. Notice of the nominating slate and ballot will be mailed out to the membership fourteen (14) days before the election.  The election will ideally take place in advance of the final meeting in order for the upcoming board to be presented to the Membership at the final meeting.  The current Board will determine specific election dates each year.

Section 4: 
Officers and Directors, in addition to the Immediate Past President of the Association, shall serve a one (1) year term from January 1 to December 31st of the calendar year following their election. The calendar year thus coincides with the fiscal year of the Association.

Section 5: 
Any term limitation issues associated with future Board service shall be considered by each successive board as a mandatory agenda item based upon the prevailing circumstances during each service year.

Article X, Limitation of Liability

Section 1: Limitation of Liability
Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, director, agent, or employee of this Association shall be liable for the acts or failure to act on the part of any other member, officer, director, agent, or employee of the Association. Nor shall any member, officer, director, agent, or employee be liable for his/her acts or failure to act under these bylaws, excepting only acts or omissions to act arising out of his/her willful misfeasance and malfeasance.

Section 2 : Indemnification
Any officer of director of the Association or former officer or director of the Association shall be reimbursed against the reasonable expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been a director or officer or by reason of them currently serving as a director or officer of the Association, except in relation to matters as to which such director or officer or former director or officer, shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or misconduct in the performance of duty, and to such matters as shall be settled by agreement predicated on the existence of such liability.

Article XI, Amendment

These bylaws may be altered, amended, or repealed upon recommendation of the Board of Directors and by the affirmative vote of a majority of the active membership.

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