AMENDED AND RESTATED
BYLAWS OF
THE PHOENIX CHAPTER OF THE
NATIONAL ASSOCIATION OF STOCK PLAN PROFESSIONALS
AUGUST 1, 2011
Article I – Name
The name of this organization shall be the Phoenix Chapter of the National Association
of Stock Plan Professionals (the “Chapter”).
Article II – Purpose
This Chapter is an unincorporated association of the National Association of Stock Plan
Professionals (“NASPP”). The purpose of the Chapter is to develop and educate individuals
concerned with stock plan design and administration and to enhance the professionalism of its
members.
Article III – Membership
Chapter membership is contingent upon membership in the “NASPP” and residing in
Arizona, however, non-members may attend any event provided by the local Chapter.
Article IV – Annual/Local Dues
The annual dues are assessed by NASPP National. In addition, there are meeting fees for
attendance at the local Chapter meetings. Based upon a majority vote of the Board present, when
the question is considered, the amount of meeting fees for the local Chapter meetings will be
determined.
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Article V – Board of Directors
(a) Number – The business and affairs of the Chapter shall be managed and directed by a
Board of elected Officers (the “Board”) who also must be members of the NASPP National. The
number of elected Officers to the Board shall be fixed from time to time by a resolution of the
Board.
(b) Members of the Board – The Board is authorized to designate Officer positions in
its discretion including but not limited to the President, Vice President, Program Chairperson(s),
Secretary, Treasurer, and Industry Advisor. Each member shall reside in Arizona. No more than
two elected Officers on the Board can represent the same employer organization at any time. The
Board may elect other members at anytime, through a majority vote of the current Board.
(c) Annual Business Meeting – An annual business meeting shall be held in February, or
at such other date, time and place as the Board shall each year fix for the election of the Board of
Directors. The results of election shall be announced at the annual business meeting. Any other
proper business may be transacted at the annual business meeting.
(d) Election and Term of Board – Prior to the annual business meeting each year, the
membership shall nominate members for election to the Board. Immediately following the
nomination process, members will vote for those members who accepted his/her nomination. The
process for soliciting and receiving both nominations and votes shall be determined by a majority
vote of the Board. Only NASPP members who live and/or work in Arizona may vote in any
election to either nominate or elect a Chapter Board member. Each member is allowed to cast
only one nomination and one vote per election. Each Board member shall serve a two-year term.
(e) Vacancy – When a vacancy occurs on the Board, the Board may appoint a successor
to assume the duties for the remainder of the term. This appointment shall be deemed approved
based upon a majority vote of the Board present when the appointment is considered.
(f) Quorum – The majority of the authorized number of Board members shall constitute
a quorum for the transaction of business at any meeting of the Board and every act or decision of
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the majority of the Board members present at a meeting at which a quorum has been established
shall be a valid act of the Board. The majority of those present, although less than a quorum, may
adjourn the meeting until a quorum is present.
(g) Powers and Duties of the Board – The Board, subject to the restrictions of the law,
the Bylaws and the Chapter’s charter from NASPP, shall exercise all of the powers of the Chapter
and shall have power to appoint a member to serve in place of any Board member who is unable
to serve because of temporary absence or disability.
Article VI – Chapter Meetings
It is intended that meetings, which shall include the annual business meeting, will occur
no less than five times a year at a location designated by the Board, unless extenuating
circumstances prevent a regularly scheduled meeting. The President of the Board may call
special meetings at any time for any purpose.
Article VII – Powers and Duties of Officers
(a) President – The President shall be the Chief Executive Officer of the Chapter and
shall preside at all meetings of the Chapter/Board. The President shall have general charge of the
business of the Chapter and shall appoint standing or special committees, as the President deems
necessary.
(b) Vice President – The Vice President shall serve as the President, with all powers and
duties, in the event that the current President is not able to fulfill his/her duties. In this case, the
President will formally notify the entire Board of his/her situation and timeframe for which the
Vice President will serve in his/her absence.
(c) Program Chairperson(s) – The Program Chairperson(s) shall be responsible for
identifying topics and speakers interesting to the Chapters members. This person shall also work
with the Board to approve such speakers and topics and coordinate with the speaker all necessary
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items for a successful presentation, such as directions to the meeting location, logistics, speaker
gifts, etc.
(d) Secretary – The Secretary shall keep and have charge of the minutes of all
proceedings of the members and the Board; shall serve notices of all meetings of the members
and of the Board; shall execute official documents, with the President, in the name of the Chapter;
shall keep the Bylaws and such other papers as the Board may direct; and shall perform all the
duties incident to the office of Secretary, subject to the control of the Board.
(e) Treasurer – The Treasurer shall keep full and accurate accounts of the receipts and
disbursements; shall receive and deposit money and other valuables of the Chapter in the name
and for the credit of the Chapter, and is responsible for compiling the Annual Chapter Financials
statement, which is to be approved by a majority of the Board, prior to submission to the NASPP
by the Treasurer.
(f) Industry Advisor – The Industry Advisor shall keep the Board and members apprised
of industry trends or circumstances which may help serve the interests of the Chapter. He/she is
expected to provide such updates either directly to members at Chapter meetings, as directed by
the President, or to the Board for distribution to the members.
Article VIII – Amendments
Amendments to these Bylaws shall be adopted upon the affirmative vote representing a
majority of the members present at a meeting of the members provided proper written notice has
been sent to the members and a comment period has been provided.
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