About UTRA

BYLAWS

Effective October 1, 2009

Amended December 23, 2011

I.     NAME

The name of this organization is the Upstate Total Rewards Association, Inc. ( also known as UTRA), referred to in these bylaws as the “corporation” or “Upstate Total Rewards Association” or the “Association.”

 II.     PURPOSE

Subject to the Certificate of Incorporation of the corporation, the purpose of the Upstate Total Rewards Association is to provide a network that facilitates the sharing of information, ideas and best practices and promotes the development of total rewards professionals in Upstate New York companies.

III.     MEMBERSHIP

Section A – Membership Types

Persons providing the appropriate qualifications may be admitted to membership in the Upstate Total Rewards Association, subject to the approval of the Membership/Treasury Committee.  There shall be two classes of members: Professional and Student. Members with voting rights as provided below are referred to in these bylaws as “Voting Members.” The corporation does not discriminate in membership on the basis of age, race, gender, religion, ethnicity, or sexual orientation.

 Professional Membership – comprised of Compensation, Benefits, Work-Life Balance, Total Rewards and/or Human Resources professionals within an organization, or a full-time academic role teaching in the same. The Professional Membership class may also include individuals who are retired or who otherwise demonstrate, to the satisfaction of the Membership/Treasury Committee, a genuine commitment, knowledge and interest in and to the profession. Professional members may vote, serve as officers of the Association, and chair and/or participate on established committees of the Association. 

Student Membership – comprised of full-time students within an accredited post-secondary educational institution and majoring in human resources, business or a related field.  Student members may vote but may not serve as officers of the Association or chair established committees of the Association.  They may volunteer and assist with events.

Section B – Membership Applications 

Application for membership to the Upstate Total Rewards Association shall be made via a form approved by the Membership/Treasury Committee. The appropriate membership fee must accompany the application.  The application will be reviewed by the Membership/Treasury Committee for acceptance or decline.

Section C – Dues

Annually, the Membership/Treasury Committee will recommend to the Executive Committee the dues to be charged each membership type.  Upon acceptance by the Executive Committee the dues will be in effect from January 1stthrough December 31st.  Payment must be received by the first meeting for those attending; all others must pay by January 31st to maintain membership in the Association.  Dues will be pro-rated on a quarterly basis for those individuals seeking to become members and who are not currently members or on our mailing list. Membership is specific to the person, not the company they work for.

Section D - Membership Responsibility

It is expected that members will participate actively in the Association, including attending meetings, assisting in securing speakers, recommending candidates for membership, spreading the word of our Association to peers that are not members, and other activities of the Association.  All members are encouraged to volunteer and if desired, seek leadership roles in the Association.  Members shall not actively solicit other members by any means for purposes of selling total rewards-related services or other business services.

IV.     ELECTION OF OFFICERS

Section A – Officers

The officers of the Association shall be:

President 

Vice President 

Secretary

Treasurer 

Officers must be professional members of the Association, a member of one of its standing committees and members in good standing.  The officers collectively shall constitute the Executive Committee of the Association. For purposes of applicable law, the Executive Committee shall be the board of directors of the corporation with the authority to manage the affairs of the Association. In furtherance but not in limitation of the preceding sentence, (a) the Executive Committee may establish rules that are consistent with these Bylaws for policies, procedures and programs of the Association and (b) the Executive Committee may authorize officers to enter into contracts or otherwise hire vendors or service providers necessary to operate the day-to-day business activities of the Association.

Officers shall be nominated by the Executive Committee, with input from general membership as appropriate.  Officers will be elected at the annual meeting of the members.  Officers can serve up to three consecutive terms in the same role; additional consecutive terms can be served in the absence of qualified candidates for a particular office.  Officers of the Association will not receive any compensation from the Association. A person may hold only one elected position at a time. No more than one person from the same company or organization may be an officer. If a conflict described in the preceding sentence arises after the two persons were elected officers of the Association, then the person with the lesser seniority as an Association officer may remain an officer of the Association only until the end of the person’s current term and may not be re-elected while the conflict remains. 

Officers may be removed for cause by a vote of 75% of the members of the Executive Committee.

In the event of complete vacancy in the Executive Committee, the most recent previous Executive Committee members (if they are still members of the Association) shall be deemed to be a nominating committee to develop a slate of candidates to nominate to the members of the Association at a special meeting. If there are no such former Executive Committee members available or willing to serve, then the Chairs or Co-Chairs of the other committees of the Association shall be deemed such a nominating committee.

V.     DUTIES OF OFFICERS

President – presides at all business meetings of the members and the Executive Committee and will have general supervision of the affairs of the Association.  The President will appoint all chairs and vice chairs of standing committees and chairs of ad-hoc committees, subject to the approval of the Executive Committee. 

Vice President – will act on behalf of the President as required by absence, serve as designated liaison with WorldatWork and its local networks and have such other duties as determined by the President.

Secretary – will prepare a record of the proceedings of all meetings of the Executive Committee and any other business meeting of the Association.  The Secretary will have other duties as determined by the President.

Treasurer – responsible for the financial affairs of the Association, the disbursement of funds and for the preparation, interpretation and dissemination of periodic financial reports and will complete other duties as the Executive Committee may prescribe.

Vacant officer positions occurring between elections will be filled by a majority vote of the Executive Committee.

VI.     COMMITTEES

Standing committees will be determined by the Executive Committee.  Membership on each committee is voluntary and limited to professional members of the organization.  In shortages of available volunteers, the Executive Committee may request specific members assist, if even on a temporary basis.

Standing Committees of the organization are:

1.     Executive Committee – includes the President, Vice President, Secretary, Treasurer, immediate Past President and President-elect, as appropriate.  A majority of the Committee will constitute a quorum at any meeting.  The Executive Committee will select the names of candidates for Officer positions and present the slate to the membership for vote.  A maximum of two external advisors shall be selected to sit on this Committee. Committee chairs not part of the Executive Committee will participate in the meetings to provide updates and will not have voting rights.

2.     Events Committee – responsible for meetings of the Association as well as any special events and related activities associated with them.  A member(s) of the Committee shall serve to collect fees or dues to ensure separation from the Treasurer for control purposes.

3.     Membership/Treasury – responsible for maintaining current and former member lists as well as the overall mailing list of the Association.  The Committee is also responsible for maintenance of the Association’s bank account and general ledger and payment of its expenses.  The Committee chair and vice chair will serve to count the votes for the annual election of officers.

4.     Communications/Web Design – responsible for identifying and developing the best methods for communicating with members and potential members.  Develops and maintains the Association’s web-site.  Undertakes marketing and public relations activities on the Association’s behalf.

5.     Audit Committee – exclusive of elected officers and Membership/Treasury Committee members, to ensure adherence to proper control procedures.

VII.     MEETINGS

Section 1 – Meetings of Members

            (a) Annual Meeting.  The annual meeting of the Voting Members of the corporation, for the election of officers and for the transaction of such other business as may be set forth in the notice of meeting, shall be held each year at such time and at such place as the President or Vice President shall determine and the notice of the meeting shall specify.

            (b) Special Meetings .  Special meetings of the Voting Members may be called by the Board of Directors or by the President or Vice President, and shall be called by the President or Vice President at the request in writing of three or more members of the Board of Directors, or at the request in writing of at least 20% of the Voting Members of the corporation.  Such request shall state the purpose or purposes for which the meeting is to be called.  Each special meeting of the Voting Members shall be held at such time and at such place as the Board of Directors or the person calling the meeting shall determine and the notice of the meeting shall specify.

            (c) Notice of Meetings .  Written notice of each meeting of the Voting Members shall be given, personally or by mail, not less than 10 or more than 50 days before the date of the meeting, to each Voting Member.  If mailed, such notice shall be deposited in the United States mail, with first-class postage thereon prepaid, directed to the Voting Member at his or her address as it appears on the record of Voting Members.  The notice shall state the place, date and hour of the meeting, the purpose or purposes for which the meeting is called and, unless it is the annual meeting, indicate that the notice is being issued by or at the direction of the person calling the meeting.  The notice need not refer to the approval of minutes or to other matters normally incident to the conduct of the meeting.  Except for such matters, the business which may be transacted at the meeting shall be confined to business which is related to the purpose or purposes set forth in the notice.

            (d) Waiver of Notice .  Whenever under any provision of these by-laws, the certificate of incorporation, the terms of any agreement or instrument, or law, the corporation, the Voting Members are authorized to take any action after notice to any person or persons or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of such period of time,  if at any time before or after such action is completed the person or persons entitled to such notice or entitled to participate in the action to be taken, or by his or her duly authorized attorney-in-fact, submit a signed waiver of such notice or time requirements.

            (e) Quorum .  At each meeting of Voting Members for the transaction of any business, a quorum for the transaction of business shall consist of twenty-five percent of the Voting Members.

            (f) Procedure .  The order of business and all other matters of procedure at every meeting of Voting Members may be determined by the presiding officer.

            (g) Voting .  Each Voting Member in good standing shall be entitled at every meeting of Voting Members to one vote on all matters appropriate for consideration by the corporation's Membership. Officers elected at any meeting of the Voting Members shall, except as otherwise provided by law or the certificate of incorporation, be elected by a plurality of the votes cast.  All other corporate action to be taken by vote of the Voting Members shall, except as otherwise provided by law, the certificate of incorporation or these by-laws, be authorized by a majority of the votes cast.  The vote for officers, or upon any question before a meeting of the Voting Members, shall not be by ballot unless the person presiding at such meeting shall so direct or any Voting Member shall so demand. Proxies shall be permitted. Ballots or proxies may be in the form of electronic records and signed by electronic signature.

            (h) Reports .  The Board of Directors shall present at each annual meeting a report, verified by the President and Treasurer or by a majority of the directors, showing in appropriate detail the following:

            (i)        The assets and liabilities, including the funds, of the corporation as of the end of twelve month fiscal period of the corporation terminating not more than six months prior to said meeting.

            (ii)       The principal changes in assets and liabilities, including trust funds, during said fiscal period.

            (iii)      The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, during said fiscal period.

            (iv)      The expenses or disbursements of the corporation, for both general and restricted purposes, during said fiscal period.

            (v)       The number of members of the corporation as of the date of the report, together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of the current members may be found.

            Such report shall be filed with the records of the corporation and a copy or an abstract thereof shall be entered in the minutes of the proceedings of the annual meeting at which the report is presented.

            (i) Written Consent of the Voting Members Without a Meeting .  Whenever by law Voting Members are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by all of the Voting Members.  Written consent thus given by all of the Voting Members shall have the same effect as a unanimous vote of the Voting Members.

Section 2 – Meetings of the Executive Committee

                           (a) Generally. The Executive Committee, in conjunction with the Events Committee will plan the number and schedule of meetings for the upcoming year, prior to year-end.  .  

                           (b) Regular Meetings .  Regular meetings of the Executive Committee shall be held regularly, except as otherwise fixed by the Executive Committee.

                           (c)  Special Meetings .  Special meetings of the Executive Committee may be called at any time by the President, or in his or her absence or disability, the Vice-President, and must be called by such officer on written request by one-fifth of the entire Executive Committee.  Such request shall state the purpose or purposes for which the meeting is to be called.  Each special meeting of the Executive Committee shall be held at such time and place as the person calling the meeting shall determine and the notice of the meeting shall specify.

                           (d) Annual Meeting .  The annual meeting of the Executive Committee shall be the regular meeting held immediately following the annual meeting of the Members, or such other regular meeting as the Executive Committee shall designate.

                           (e) Notice of Meetings .  Notice of each regular or special meeting of the Executive Committee stating the time and place thereof shall be given by the President, the Vice-President or the Secretary to each member of the Board not less than three (3) days before the meeting, by mailing the notice, postage prepaid, addressed to each member of the Executive Committee at his or her residence or usual place of business, or not less than two (2) days before the meeting, by delivering the notice, postage prepaid, addressed to each member of the Executive Committee at his or her residence or usual place of business, or not less than two (2) days before the meeting, be delivering the notice to each member of the Executive Committee personally, by electronic transmission or by telephone.     

                           (d) Quorum and Action by Executive Committee.  At all meetings of the Executive Committee, except as otherwise provided by law, the certificate of incorporation or these by-laws, a quorum shall be required for the transaction of business and shall consist of not less than one-third of the entire Executive Committee, and the vote of a majority of the directors present at the time of a vote, if a quorum is present at such time, shall decide any question that may come before the meeting.  A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time or place without notice other than announcement at the meeting of the time and place to which the meeting is adjourned.

                           (e) Procedure.  The order of business and all other matters of procedure at every meeting of the directors may be determined by the person presiding at the meeting.

                           (f) Action Without a Meeting.  Any action required or permitted to be taken by the Executive Committee or any committee thereof may be taken without a meeting if all members of the Executive Committee or the committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consents thereto by the members of the Executive Committee or committee shall be filed with the minutes of the proceedings of the Executive Committee or committee.

                           (g) Presence at the Meeting by Telephone.  One or more members of the Executive Committee or any committee thereof may participate in a meeting of such Executive Committee or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time.  Participation in a meeting by such means shall constitute presence in person at the meeting.

VIII.     BY LAW CHANGES

Section 1 – Bylaw Changes Subject to Member Vote

These bylaws may be altered, amended, repealed or added to by an affirmative vote of not less than a majority of the voting members in good standing who cast votes.  Members shall be provided a two week period to consider the change prior to submitting their vote.  Bylaw changes can be ratified at Association meetings, via e-mail or other methods as deemed appropriate.

Section 2 – Bylaw Changes Not Subject to Member Vote

The Executive Committee has the authority to approve grammatical, punctuation and terminology changes to the bylaws that do not affect the content or the meaning of the provisions of the bylaws.  The Executive Committee has sole discretion, subject to a two-thirds vote of said Committee, to add, remove or modify committees to the bylaws.  Committee changes are effective the date of the vote.

IX.     CONFIDENTIALITY

Information relative to total rewards and related matters is exchanged among companies as it is understood that such a reciprocal arrangement is based on strict confidence and the following rules:

·      All surveys and resulting summaries received from member companies are to be treated in strict confidence.  Such information is restricted to the use of management of member companies and shall not be published in any form.  Members act in accordance with applicable Federal and state laws.

·      All survey results will include a list of participating companies.  The individual results however, will not be linked to any specific participant.  Company-specific information received by the requester shall be maintained in strict confidence.

·      Exceptions to this policy require the approval of the Executive Committee.

·      Members negligent in maintaining confidentiality risk losing their membership.

·      A high degree of discretion shall be observed in reporting on the programs and discussions during meetings to protect confidentiality.

·      Distribution of confidential Association information by a member to outside sources is prohibited.

X.     ENFORCEMENT

Interpretations and enforcement of these bylaws is the responsibilities of the officers.

A member may be suspended or expelled for cause by a vote of at least two thirds of the Executive Committee.  No such vote will be taken until after the member has been given at least one week’s notice of time when their situation will be considered by the Executive Committee.  Every such member will have the right to appear before the Executive Committee and answer any charges before final action is taken.  No suspension or expulsion, voluntary or involuntary, will provide the member with any right to any refund of membership dues.  All such dues will be retained and belong to the Association free from any claim of such members.

It is intended that these bylaws and the conduct of the Association is in compliance with all applicable statutes 

XI.     MISCELLANEOUS

The fiscal year of the Association will be on a calendar basis, starting January 1st of each year.