Bylaws

HOUSTON COMPENSATION & BENEFITS

BYLAWS

ARTICLE I – MEETINGS OF THE MEMBERSHIP

Section 1. Regular Meetings

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

Section 2. Special Meetings

Special meetings of the members may be held at any time upon the call of the Board of Directors, or upon written request of ten percent (10%) or more of the membership, stating briefly the purpose of the meeting, provided that notice is given in accordance with Section 3 of this Article.

Section 3. Notice of Special Meetings

Notice of any special meeting of the members shall be given to each member in writing. The preferred method of correspondence shall be electronic mail (email). In the event a member has not provided an email address, notice shall be mailed to the member’s home address.

Notice of the time and place of a special meeting shall be provided at least thirty (30) days prior to the meeting date and shall briefly state the purpose of the meeting. Special meetings may be called only by the President, or in the absence of the President, by the Vice President Elect.

ARTICLE II – MEMBERS

Section 1. Membership Requirements

Membership in HC&B shall be on an individual basis and not on a company or group 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 participation would be primarily for the purpose of soliciting business or recruiting. Examples of such specialties include, but are not limited to, individuals engaged exclusively in external recruiting and/or sales roles.

Section 2. Classes of Members

1. Professional Members
   Individuals actively engaged in the practice of total rewards management.

2. Honorary Life Members
   The Board of Directors may grant Honorary Life Membership in recognition of individuals who have made substantial contributions to HC&B and/or its continued success. Honorary Life Members shall not be required to pay membership dues and shall be entitled to all rights and privileges of membership.

3. Student Members
   Students actively pursuing a degree in Human Resources or a specialized function related to Human Resources.

Section 3. Maintenance of Membership

To maintain membership, individuals must pay annual dues and continue to meet the requirements set forth in Section 1 of this Article. The Board of Directors may grant exceptions for members who are temporarily unemployed.

Section 4. Application

Application for membership shall be made using the approved application form and submission of the applicable membership dues.

Section 5. Dues and Fees

1. Annual membership dues shall be established by the Board of Directors and communicated to the membership annually. Dues are payable on an annual basis.

2. Fees and charges for seminars, symposia, conferences, and meetings shall be established by the Board of Directors and shall not require approval of the general membership.

Section 6. Suspension or Expulsion

Members may be suspended or expelled from HC&B for good cause following a hearing by the Board of Directors. Good cause includes, but is not limited to, abuse of membership privileges, breach of professional ethics, or misuse of HC&B materials for solicitation or other improper purposes. Decisions of the Board of Directors shall be final.

Section 7. Non-Discrimination

HC&B shall be a non-discriminatory organization. Membership shall not be denied on the basis of age, sex, race, national origin, disability, or any other characteristic protected by law.

ARTICLE III – BOARD OF DIRECTORS

The Board of Directors shall serve as the Operating Committee of HC&B and shall be responsible for the day-to-day operations of the organization and for furthering its mission. All Board members shall receive copies of meeting agendas and minutes.

Section 1. Board and Committee Eligibility

Candidates for the Board of Directors or Board committees must be members of HC&B in good standing at the time of nomination or appointment and throughout their term of service. Consultants may not comprise more than fifty percent (50%) of the Board of Directors.

Section 2. Committees and Task Forces

The Board of Directors shall have the authority to establish committees and task forces, appoint chairpersons, define duties, establish terms of service, appoint members, and dissolve committees and task forces as necessary.

The standing committees of the Board and their general responsibilities shall include:

1. Program Planning Committee
   Identifies relevant meeting topics, secures speakers and meeting locations, and coordinates all meeting logistics. The Programs Director shall serve as Chair.

2. Membership Committee
   Recruits members, maintains membership records, publishes the membership directory, and reports membership activity to the Board. The Membership Director shall serve as Chair.

3. Communications Committee
   Oversees communications to members, including website content, email communications, marketing materials, and advertising. The Communications Director shall serve as Chair.

4. Scholarships Committee
   Manages scholarship communications, planning, application review, and award distribution. The Professional Development Director shall serve as Chair.

5. Sponsorship Committee
   Develops and maintains sponsorship relationships. The Sponsorship Chair shall serve as Chair of the committee.

6. Texas Total Rewards Alliance Conference Committee
   Works in conjunction with the Conference Chair and other Texas associations to support conference planning and logistics. HC&B shall elect one active member in good standing to serve as the Texas Total Rewards Alliance Representative, who shall serve as Chair of this committee and attend all required meetings and conference calls.

Section 3. Quorum and Notice Requirements

A simple majority of the Board of Directors shall constitute a quorum for the transaction of business. A minimum of three (3) working days’ notice shall be provided to Board members prior to any Board meeting.

Section 4. Membership Directory

HC&B shall maintain an electronic membership directory containing each member’s name, title, employer, mailing address, and phone number. The directory shall be available only to members in good standing and shall not be released to outside parties without authorization from the Board of Directors. The directory shall not be used for solicitation purposes.