Constitution & Bylaws

Constitution for Houston Compensation & Benefits - An Association for Total Rewards Professionals in the Greater Houston Area
Revised December 1, 2013

Article I – Name, Purpose and Organization

Section I. Name

            The name of the organization is “Houston Compensation & Benefits”, hereafter referred to as HC&B.

Section II. Purpose

            HC&B is committed to promoting the total rewards field and the professional interests of those engaged in its practice throughout the greater Houston area.  HC&B seeks to fulfill this purpose by:

  • Creating a professional environment to encourage the exchange of information between members;
  • Developing a direct communication link between the members of the HC&B and WorldatWork;
  • Keeping the membership informed of new developments, laws, trends in the field of total rewards through the selection of appropriate speakers for membership meetings;
  • Enhancing and promoting the total rewards profession through the participation of the members in seminars, workshops, conferences, and symposiums for the benefit of the membership.

Section III. Organization

a. The organization shall consist of: A Board of Directors consisting of HC&B’s Immediate Past President, President, Vice President Elect, Treasurer, Secretary, Programs Director, Professional Development Director, Communications Director, two At-Large Directors, and any active WorldatWork Regional or National Officer who is a member of HC&B, shall have the responsibility for the operation and continuance of HC&B.  The President will act as Chairman of the Board.  The Board of Directors, as the executive policy making group, shall have responsibility for interpretation of HC&B’s Constitution.  In addition, the Board shall make recommendations to the membership regarding matters that are outside its vested authority established in this Constitution.  The eligibility requirements to serve on the Board of Directors shall be found in the Bylaws.
b.  Term of Office – All Officer and Director terms are to be for one year or until successors are elected, and shall run from January to December for each calendar year with the exception of the President Elect and President positions.  The Vice President Elect must commit to serving a minimum of one year in each of the following positions: Vice President Elect, President and Past President.  The President must commit to serving as Past President.
 

Article II.  Officers

President – The President of HC&B shall perform the following duties:

  1. Preside at all meetings of the membership and Board of Directors and call said meetings in the manner provided herein.
  2. Be responsible for directing the day-to-day operations of HC&B.
  3. Be the official spokesperson for HC&B.
  4. Recommend candidates for interim appointments to Office should vacancies occur.  The Board of Directors must approve all candidates.
  5. Arrange at least annually for an outside audit of the Association’s records.
  6. Serve as a liaison and direct all engagements of any outside management companies who may assist the Board in the management of HC&B’s day-to-day operations.
  7. Is a voting member of the Board of Directors.

Past President – The Past President of HC&B shall perform the following duties:

  1. Serve in an advisory role regarding past practices, general operations, and other matters to assist in the leadership transition.
  2. Coordinate special projects as needed.
  3. Attend and participate in all meetings of the Board of Directors.
  4. Is a voting member of the Board of Directors.
     

Vice President Elect – The Vice President Elect shall perform the following duties:

  1. In the event of the President’s absence, disability, or disqualification, the Vice President Elect shall perform all duties of the President.
  2. If both the President and the President Elect are absent or unable to perform their duties,  the Board of Directors shall appoint a President pro tempore.
  3. Attend and participate in all meetings of the Board of Directors.
  4. Direct and facilitate the activities of the membership committee.
  5. Oversee the annual Total Rewards Survey for HC&B including leading the survey committee, selecting survey provider, and ensuring relevant data is included.
  6. Is a voting member of the Board of Directors.
     

Treasurer – The Treasurer shall perform the following duties:

  1.  Be responsible for the financial affairs of HC&B, including the preparation, interpretation, and dissemination of budgets and periodic financial reports to the Board.
  2. Lead the WorldatWork revenue sharing program, ensuring our membership realize their rewards for being a member and HC&B obtains their share from WorldatWork.
  3. Attend and participate in all meetings of the Board of Directors.
  4. Work with the President to arrange an annual outside audit of  HC&B’s records.
  5. Is a voting member of the Board of Directors.

Secretary – The Secretary shall perform the following duties:

  1. Act as a Recording Secretary for all meetings of the Board of Directors, and the membership.
  2. Act as the parliamentarian at all meetings of the Board of Directors and membership.
  3. Attend and participate in all meetings of the Board of Directors.
  4. Is a voting member of the Board of Directors.

Programs Director – The Programs Director shall perform the following duties:

  1. Plan program content of each HC&B meeting ensuring the programs are considered valuable to the HC&B membership.
  2. Stay abreast of issues of interest of the membership and identify expert resources to address these issues for the benefit of the association membership.
  3. Ensure the Communications Director has all the details of the upcoming events in order to publicize the event.
  4. Plan other social opportunities, such as happy hours, where membership can network and benefit from the social event.
  5. Ensure membership is surveyed after each event to determine quality of the program offerings.
  6. Introduce speakers and/or sponsors and prepare a gift to present them with for their support of the association.
  7. Attend and participate in all meetings of the Board of Directors.
  8. Is a voting member of the Board of Directors.


Professional Development Director – The Professional Development Director shall perform the following duties:

  1. In conjunction with WorldatWork and other Texas Associations, determine course offerings each year based on past successful attendance and current needs of the local area members.
  2. Coordinate with WorldatWork on marketing materials and publishing courses through the HC&B member emails and newsletters.
  3. Monitor and coordinate HC&B courses including registrants, hotel logistics, welcoming participants, and ensuring WorldatWork materials are handled appropriately.
  4. Develop and monitor the annual budget for the courses and track actual-to-budget results.
  5. Identify other Professional Development opportunities for our members to earn continuing education credits.
  6. Attend and participate in all meetings of the Board of Directors.
  7. Is a voting member of the Board of Directors.

Communications Director – The Communications Director shall perform the following duties:
Develop and oversee the communications plan for HC&B.

  1. Maintain and revise the HC&B website.
  2. Prepare communications intended to promote the organization to potential members or to other groups.
  3. Coordinate advertising from vendors on the website.
  4. Propose new ideas to enhance and improve communications, including website improvements.
  5. Attend and participate in all meetings of the Board of Directors.
  6. Is a voting member of the Board of Directors.

At-Large Directors – The At-Large Directors shall perform the following duties:

  1. Assist the other Directors on special projects.
  2. Assist with the other Standing Committees of the Board including the Programs Planning, Membership, Conference Committee, Scholarships, and Sponsorships Committees.
  3. Attend and participate in meetings of the Board of Directors as requested or as needed by the President or other standing Directors.
  4. Is a non-voting member of the Board of Directors.

Article III.  Election

  1. During the fourth (4th) quarter of each calendar year, the President, Vice President Elect, Treasurer, Secretary, Programs Director, Professional Development Director, Communications Director and two At-Large Directors shall be elected.  The term of office shall be for one year beginning January 1.  The election shall be by popular vote and a majority of those voting shall be necessary to elect in each case.  The election of offices shall be conducted by the HC&B Board and voted on by the current membership base, from the approved list of nominees.
  2. Any active members in good standing may run for a Board of Director position.

Article IV.  Political Activities

No substantial part of the activities of HC&B shall be the carrying on of propaganda or otherwise attempting to influence legislation, and HC&B shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Article V.  Dissolution, Disbursements

  1. Should HC&B be dissolved, after paying or adequately providing for the debt and obligations of HC&B, the remaining assets shall be distributed by the Board of Directors to WorldatWork.
  2. No part of the net earnings of HC&B shall ever transfer to, be for the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that HC&B shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.
  3. Notwithstanding any other provisions of these articles, HC&B shall not carry on any other activities not permitted to be carried on by an association exempt from Federal Income Tax under Section 501(c) 3 of the Internal Revenue Code of 1954, as amended. 

Article VI.  Amendments – Bylaw

Section I – Amendments

This constitution may be amended by the membership by two-thirds (2/3) vote of those voting.

Section II – Bylaws

Bylaws shall be established by the Board of Directors for the orderly conduct of the business of HC&B.  It shall be the duty and responsibility of the Board of Directors to formulate new Bylaws and modify existing HC&B Bylaws as required to meet changing conditions.  Said Bylaws shall be subordinate to both the statues of the State of Texas and to this Constitution.

HOUSTON COMPENSATION & BENEFITS BYLAWS

Article 1.  Meetings of the Membership

Section I.  Regular Meetings

There shall be at least (6) regular meetings of the members of HC&B each year.  The time and place of such meetings to be designated by the Board of Directors.

Section II.  Special Meetings

Special meetings of the members may be held at any time upon call of the Board of Directors, or upon request of ten percent (10%) or more of the membership in writing, stating briefly the purpose thereof; provided, however, notice is given in accordance with the provisions of Section III, Notice of Special Meeting.

Section III.  Notice of Special Meeting

Notice of Special Meeting of the members of HC&B shall be given to each member in writing.  The preferred method of correspondence shall be electronic mail (e-mail).  In the event that a member has not provided an e-mail address, a hard copy will be mailed to the member’s home address.  Notice of time and place of such meetings shall be published at least thirty (30) days prior to the date of such meetings and, in addition, notice of special meetings shall briefly state the purpose thereof.  Special meetings can only be called by the President, or in the absence of the President, the Vice President Elect.

 

Article 2.  Members

Section I.  Membership Requirements

Membership in HC&B is on an individual rather than company or group membership basis.  Individuals actively engaged in the professional aspects of total rewards including compensation and/or benefits may become members.

 

Individuals in other specialties may be denied membership if it is determined that their membership would be based on the purpose of soliciting business or recruiting.  Examples of these specialties include (but not limited to) those involved in pure external recruiting and/or sales roles.

 

Section II.  Classes of Members

  1. Professional Members.  Individuals actively engaged in the practice of total rewards management.
  2. Honorary Life Membership.  The Board of Directors shall have authority to grant Honorary Life Membership in HC&B.  Such authority may be exercised in recognition of certain members who have made substantial contributions to the organization and/or continuation of HC&B.  Such membership to be without payment of any further membership dues and will entitle such Honorary Life Member to all rights and privileges or members in HC&B.
  3. Students. Students who are actively pursuing a degree in Human Resources or a specialized function related to Human Resources.

Section III.  Maintenance of Membership

To maintain membership, in addition to the payment of annual dues, the conditions specified in Article 2, Section I must be met.  The Board of Directors may make an exception for members temporarily unemployed.

Section IV.  Application

Application for membership shall be made by utilizing the approved application form and submitting membership dues.

Section V.  Dues and Fees

  1. Annual membership dues shall be established by the Board of Directors and communicated to the membership annually.  They are due and payable on an annual basis for each member.
  2. All fees and charges for seminars, symposia, conferences and meetings will be established by the Board of Directors; it does not require approval of the general membership.

Section VI.  Suspension or Expulsion

Members may be suspended or expelled from HC&B for Good Reason after a hearing by the Board of Directors.  “Good Reason” is defined as abusing the privilege of membership, a breach of professional ethics, and/or the misuse of HC&B materials for the purpose of soliciting business or other related matters.  The decision of the Board of Directors is final.

Section VII.  Non-discrimination

HC&B is non-discriminatory. Membership will not be denied on the basis of age, sex, race, country of national origin, disability, or other factors prohibited by law.

Article 3.  Board of Directors

The Board of Directors shall be considered the Operating Committee charged with the day-to-day functions of HC&B and dedicated and interested in furthering the aims of HC&B.  All Board Members are to receive copies of all meeting agendas and minutes.

Section I.  Board/Committee Eligibility

All candidates for the Board of Directors or Committees of the Board of Directors must be members of HC&B in good standing at the time of nomination or appointment and for their complete term of office. Consultants must be less than fifty percent (50%) of the composition of the Board of Directors.

Section II.  Committee/Task Forces

The Board of Directors, except as otherwise provided by these ByLaws, shall have the power to create committees and task forces, appoint chairpersons, designate duties, establish terms of service, define committees and task forces as standing or special, appoint members, and terminate committees and task forces as the need is determined by the Board of Directors.

Standing Committees of the Board and their duties shall be as follows:

  1. Program Planning – Identify relevant meeting topics and locate appropriate speakers.  Secure locations for meetings and arrange all meeting plans (meeting registration, meals, refreshments, audio-visuals or other needs of the speaker(s), parking clearances, etc.).  The Programs Director shall act as the Chair of the Program Planning Committee.
  2. Membership – Recruit members and maintain membership records, publish the membership directory, and report to the Board, as required on membership activities.  The Vice President Elect shall act as the Chair of the Membership Committee.
  3. Communications – Assist with all forms of communications to the membership base including the website, email, flyers, advertising, etc.  The Communications Director shall act as the Chair of the Communications Committee.
  4. Scholarships – Assist with the communication, planning, distribution, application review, and collection of scholarship requests from the membership base.  The Professional Development Director shall act as the Chair of the Scholarships Committee.
  5. Sponsorships – Assist in building and maintaining sponsorship relationships.  The Vice President Elect shall act as the Chair of the Sponsorships Committee.
  6. Texas Total Rewards Alliance Conference Committee - In conjunction with the Conference Chair and other Texas Associations, the Conference Committee will assist in developing and implementing conference logistics. HC&B shall elect one member to serve as the Texas Total Rewards Alliance Representative.  The Representative must be an active member of HC&B in good standing.  Conference calls and meetings regarding the conference must be attended.  The Representative shall act as the Chair of the Texas Total Rewards Alliance Committee.

Section III.  Quorum Requirement

A simple majority of the members must be present at any meeting of the Board of Directors to constitute a quorum for the transaction of business.  A minimum of three (3) working days notice of any meeting must be given to each member of the Board prior to any called meeting.

Section IV.  Membership Directory

A directory containing the name, title, employer, mailing address, and phone number of each member shall be maintained and published electronically.  The listing will be made available only to members in good standing and may not be released to outside agencies, parties, vendors or associations, except as may be authorized by the Board of Directors of HC&B from time to time. The membership directory should not be used for solicitation purposes.