Organization Bylaws

BYLAWS OF THE ALBUQUERQUE CHAPTER
OF THE AMERICAN PAYROLL ASSOCIATION


GOALS AND GENERAL PRINCIPLES

PURPOSE:

  1. To increase the skill level of the payroll professional through education.
  2. To promote and enhance the image of the payroll profession throughout the State of New Mexico.
  3. To provide payroll professionals with networking opportunities and a forum for the effective exchange of payroll knowledge, trends and ideas.
  4. To promote the highest standards of professional practice and payroll ethics.

 

ARTICLE I
Membership

Section I.1 Membership

Only individuals will be eligible for membership and will be classified as Regular Members or Associate Members. Associate Members are those individuals having less than one (1) year experience in the payroll field or those attending a qualified educational institution. All others will be classified as Regular Members. A member should be actively engaged in or closely related to the payroll/human resource function within his/her organization. At least 75 percent of the membership will be comprised of members of the American Payroll Association (hereafter known as APA).

 

Section I.2 Revocation / Reinstatement

A) Members may be reprimanded, suspended or expelled by the Board of Directors (hereafter known as Board) for violations of these Bylaws or the Code of Ethics or any other conduct that discredits the Chapter or the payroll profession.

B) Officers and Board members missing more than three (3) meetings will be removed from office or the board and replaced with another Board Member.

C) Any person whose membership has been terminated may, upon written request and explanatory statement to the Board of Directors, have their membership reinstated upon a 2/3 majority vote of the Board of Directors.

 

Section I.3 Voting

Only Regular Members in good standing shall be entitled to vote and are entitled to one vote. Voting by proxy will not be permitted. A majority of those present will determine all matters requiring a vote of the membership. In the case of electronic polling, a majority of the respondents will determine the result(s).

 

Section I.4 Dues

The Board will determine the annual dues for the current year. Membership will begin on the first day of the calendar month in which dues are paid and continue for a period of one year, thereafter, renewable on the anniversary each year. A corporate discount is available based on the number of participants. These members will be named and treated as individuals. Dues for Associate Members will be at one-half (1/2) of the Regular Member rate. Any member who is more than 90 days delinquent in payment of dues invoiced shall automatically be removed from Regular membership.

 

Section I.5 General Meetings

Each year the Board will determine the frequency of the meetings. Special general meetings for any purpose may be called at anytime by the President of the Chapter.

 

Section I.6 Non-Member Attendance at General Meetings

Non-members will be welcome at any General Meeting, at a premium rate, and will not be entitled to any benefits of Regular Membership.

 

ARTICLE II
Board of Directors

Section II.1 Members

The Board of Directors shall consist of the elected officers of the Chapter and members appointed by the officers to serve on the Board of Directors. The Board of Directors shall contain no less than four (4) elected officers and (3) board members. Elected officers shall be known as the Executive Committee.

 

Section II.2 Responsibilities

The Board of Directors shall have supervision, control, and direction of the affairs of the Chapter and shall determine its policies or change therein within the limits of the Bylaws. Any action being voted on by the Board shall require a 2/3 majority to pass.

 

ARTICLE III
Officers

Section III.1 Officers

A) All Officers of the Chapter should be currently enrolled as a member of the National American Payroll Association and must be current, dues paying members of the Chapter in good standing.

B) The Officers of the Chapter shall be President, President-Elect, Secretary and Treasurer. The Officers will manage the business affairs of the Chapter collectively.

C) Officers and Board members will not accept fees for their services. There will be no more than two (2) members from the same company on the Board of Directors, only one of which can be an elected Officer.

 

Section III.2 Election of Officers

The Officers of the Chapter shall be elected by a 2/3 majority vote of the responding Members polled in June of every year and shall hold office from July 1st until June 30th of the following year. A vacancy in any elected office may be filled by a member of the Chapter, appointed by the Board of Directors, to serve the remainder of the term. A person may not hold more than one elected office on the Board simultaneously. Only one member of a company may be elected to serve as an Officer.

 

Section III.3 Term of Office

Officers and Board Members of the Chapter shall serve a one-year term of office from July 1st to June 30th.

 

Section III.4 President

The President shall preside at all meetings of the Chapter and Board of Directors. The President shall have the power to call meetings as deemed appropriate. The President, or an Officer as designated by the Board, shall review and sign all corporate statements, tax returns, contracts, financial statements, and any formal correspondence on behalf of the Chapter.

 

Section III.5 President-Elect

The President-Elect shall train under the President for one term ending on June 30th. They will become President on July 1st of the same year. In the absence of the President, the President-Elect shall preside at the Chapter meetings and Board meetings at which he/she is present.

 

Section III.6 Secretary

The Secretary shall keep the minutes of all Board meetings and perform like duties for committees when required. Minutes shall be provided to all Board Members, in approved standard format, no later than one (1) week following each meeting. Once minutes have been approved, the Secretary shall post said minutes to the Chapter website.

 

Section III.7 Treasurer

The Treasurer shall keep full and accurate accounts of receipts and disbursements in the books of the Chapter, and deposit all monies and other valuable effects in the name and to the credit of the Chapter. The Treasurer, in addition to the President and one Board Member, shall have signatory authority on all checking and savings accounts in the name of the Chapter. The Treasurer shall render to the President and Board of Directors, a monthly report of all financial transactions of the Chapter and of its financial condition. The Treasurer shall prepare all necessary tax and corporation statements on behalf of the Chapter. As deemed necessary by the Board, an informal audit of the books and any/all related documents may be conducted at any time.

 

ARTICLE IV
Committees

Section IV.1 Special Committees

The Board of Directors may create such special committees as deemed necessary or desirable. Committees shall report all activities to the Board and request any necessary approvals prior to any action(s) being taken.

 

Section IV.2 Nominating Committee

The Chapter may have a Nominating and Election Committee made up of at least two (2) Members to receive, make and qualify nominations of candidates for election to office and oversee the contents and tabulation of votes. Any member may submit names to the Nominating Committee.

 

ARTICLE V
Amendments

The Bylaws may be amended by a 2/3 majority vote of the Membership responding to a poll or vote.

 

ARTICLE VI
National Affiliation

Section VI.1 Yearly Plan

The Chapter shall not schedule its events and activities in a manner that will conflict with the APA’s events and activities.

 

Section VI.2 Terms of Affiliations and Renewal

Once the term of the Chapter’s Affiliation with the APA has been established, such affiliation shall be renewed automatically unless the APA notifies the Chapter that the Chapter will not be renewed.

 

ARTICLE VII
Autonomy

Except as otherwise provided in these Bylaws, the Chapter shall have complete autonomy with regard to all phases of its operations including adoption of its Article of Association or other documents of organization.

 

ARTICLE VIII
Limitations

The Chapter is not organized for profit and is tax exempt under Section 501(c) (3) of the IRS Code. No part of its net earnings shall inure to the benefit of any private individual. Upon termination and dissolution of the Chapter, The Board of Directors, after making provision for the payment of all the liabilities of the Chapter, shall arrange for the distribution of all the assets of the Chapter either by direct distribution or by distribution to one or more organizations exempt from income tax under Section 501(c) (3) of the Internal Revenue Code as the Board of Directors may determine.

 

ARTICLE IX
Liability of Officers and Directors

Section IX.1 Liability

The Directors, Officers and Members of the corporation shall not be personally liable for the corporation’s obligations.

 

Section IX.2 Indemnification

The corporation shall indemnify every Director and every Officer to the fullest extent provided by New Mexico law, including but not limited to 53-8-26 N.N.S.A. 1978.