Code of Bylaws

CODE OF BYLAWS

OF THE

ROCKY MOUNTAIN

COMPENSATION ASSOCIATION

Effective January 1, 2009

Amended April 2008

ARTICLE I

Identification

Section 1.Name

The name of the Association is ROCKY MOUNTAIN COMPENSATION ASSOCIATION, hereinafter referred to as “the association” or “RMCA”. The association shall function as a Local Network of WorldatWork.

Scope

The geographic scope of influence for the association is the state of Colorado. This declaration does not preclude any similar group within the aforesaid geographic area from establishing itself as a Local Network affiliate independent of RMCA.

Section 2.Registered Agent

The Registered Agent of RMCA shall be the President as set forth in the Article VII, Section 1, of the bylaws.

Section 3.Fiscal Year

The fiscal year of the Association shall be from January 1 through December 31.

ARTICLE II

Objective

Section 1.The association’s objective shall be to improve the competence of total rewards professionals; to raise the standards of performance in all phases of compensation administration and management; to provide a forum whereby helpful information, suggestions, policies, plans, and ideas can be exchanged; to provide continuing professional development opportunities; and to promote active participation in any movement, as approved by the Board of Directors or the association as a whole, which will tend to improve the methods, practices, and laws governing total rewards administration.

Section 2.The association shall cooperate with WorldatWork and other similar compensation and human resource groups, as deemed appropriate by the Board, in advancing administrative and technical standards, improving practices of total rewards management, and working with the aforesaid groups on activities and projects initiated by any of the above.

ARTICLE III

Membership

Section 1.Regular Membership

Membership in the association shall be open to all parties interested in the field of total rewards.

Student Membership

Student membership in the association shall include those individuals pursuing a degree program as a student as an institution of higher learning. Student members shall have all the privileges of regular membership, but may not vote or hold office in the Association. Dues for student members shall be set by the Board of Directors.

Section 2.Members may make recommendations, present motions, and vote on all issues before the association. They may hold office in the association. Members may make recommendations and present motions, but may not vote or hold office in the Association.

Section 3.Memberships are individual. Transfer of membership to another individual will not be allowed.

Section 4.Application for membership will be made to the Vice President-Membership. Membership becomes effective upon receipt of membership dues.

Section 5.Conduct

Members must refrain from using their membership to sell their services, except at the association functions for which they have obtained prior approval from the Board of Directors.

ARTICLE IV

Meeting of Members

Section 1.Place of Regular Meeting

Regular meetings of the members of RMCA shall be held at any place as authorized by the Board of Directors upon giving of their proper notice to the members, as hereinafter set forth.

Section 2.Notice of Regular Monthly Meetings

General membership meetings of the association shall be held bi-monthly in the form of a luncheon program. Communication of meetings/programs shall be in form of one or more of the following methods: e-mail, web site posting, or quarterly newsletter.

Section 3.Annual Meeting

The annual meeting of the members shall be the last regularly scheduled meeting each year for the purpose of announcing newly elected officers and Board of Directors members, and to transact any other business which is authorized by the members.

Section 4.Conduct of Meetings

All meetings of the association shall be governed by Robert’s Rules of Order, as amended.

ARTICLE V

Voting

Section 1.Each member shall be entitled to one vote on each question brought before the membership by the Board of Directors.

Section 2.All matters brought before the membership shall become effective upon certification by the Secretary of the association that a majority of the ballots cast have voted in favor of the matter.

Section 3.Ballots may be distributed via e-mail or U.S. mail as the board deems appropriate based upon the item(s) to be voted upon.

Section 4.Non-responses will be considered a passive approval of the item(s) to be voted upon.

Article VI

Officers and Board of Directors

Section 1.The association’s officers, having voting rights, shall be a President, a President-Elect, a Past-President, two Vice Presidents-Programs, a Vice President-Membership, a Treasurer, and a Secretary.

Five representatives shall be elected at-large to represent specific areas of need. Collectively, the officers and at-large representatives of the association shall constitute the Board of directors. All officers and Board of Director members shall be actively employed in the field of human resources and/or total rewards and reside in the state of Colorado.

Section2.The Board of Directors shall meet at least monthly at a time and place designated by the President.

Section3.The officers shall be elected by the active members of the association annually, during the month of November, in the manner prescribed by these Bylaws. Officers’ terms shall begin on the first day of January and end on the following December 31, or until their successors are duly elected.

Section 4.Six(6) directors present at any duly noticed meeting shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless provided otherwise by the code of bylaws. Due notice shall be construed to be five (5) business days for any meeting, unless the President shall declare that an immediate meeting is an emergency. In such cases, two (2) business days shall be construed to be due notice and the voting process may be conducted via e-mail.

Section 5.Any officer or agent elected or appointed by the Board of Directors may be removed by an affirmative vote of the Board of Directors whenever, in its judgment, the best interests of the association would be served thereby.

Section 6.All vacancies occurring among any of the officers of the association shall be filled by majority vote of the Board of Directors present at the next meeting of the board.

Section 7.Any officer who ceases to be actively employed in the human resources or compensation field may continue in the position to which he or she was elected for the remainder of his or her term of office.

Section 8.The President may, with the consent of the Board of Directors, appoint members to project specific committee chair positions. Other committees may be formed on an as-needed basis for the purpose of facilitating various activities and interests of the association.

Any committee chair who ceases to be actively employed in the human resources or total rewards field may continue in the position to which he or she was appointed for the remainder of the calendar year.

Committee chairs will be invited to attend Board of Director meetings for the purpose of providing information and assistance to the board, but shall not be entitled to vote on matters before the board.

Section 9.RockyMountain Compensation Association shall indemnify and hold harmless each member of the board of directors for any actions taken in good faith.

Article VII

Election of Officers and Directors

Section 1.The President may appoint a nominating committee consisting of three (3) active members of board of directors, one of whom shall be the Past-President. The nominating committee shall meet and reports its findings to the Board of Directors no later than the last Wednesday in the month of October. All members in good standing who are actively employed, as defined in Article VI, Section 1, above, are eligible to be nominated for office.

Section 2.The Board of Directors shall, at a regularly scheduled board meeting, affirm or reject the nominating committee’s recommendations. If affirmed, the board shall direct the Secretary of the association to prepare a ballot to be e-mailed to each member of the association who is in good standing.

Article VIII

Duties and Responsibilities of Officers and Directors

Section 1.President

The President shall preside at all general membership and Board of Director meetings and conduct them by a formal order of business; may appoint Committee Chair positions, with the consent of the Board, to provide assistance in and coverage of such areas as are relevant to the Association; may request special meetings in the manner provided by these Bylaws; shall be responsible for the general management and control of the business and affairs of the Association; and shall perform such other duties usually pertinent to this office.

The term for the President position is one year, preceded by a one-year term in the President-Elect position, and followed by a one-year term in the Past President role. Should the need for a second term arise, the board of directors, at its discretion, may vote to extend the President’s term by one additional year.

Section 2.President-Elect

The President-Elect shall perform such duties as may be prescribed by the President. In the temporary absence or disability of the President, the duties of the President shall be performed by the President-Elect. The President-Elect shall succeed to the office of President upon either the resignation or the completion of the term of the President.

The term for the President-Elect position is one year, followed by one year in the role of President, and then one year in the Past President role.

Section 3.The Past President

The Past-President shall attend board of director meetings and function in a capacity that promotes the purpose of the association. The tasks of the Past-President may be varied and shall depend upon the needs of the association.

The Past-President shall be appointed to, and serve as, chairman of the nominating committee.

Section 4.Vice President-Programs (2)

The Vice President-Programs shall be responsible for the professional programs offered by RMCA during their terms of office. They shall also perform such other duties as assigned by the President.

Section 5.Vice President-Membership

The Vice President-Membership shall be responsible for maintaining an active membership recruiting and retention program. Incumbent is also responsible for maintaining the partnership with WorldatWork and ensuring the RMCA membership database is uploaded to WorldatWork’s membership database on at least a quarterly basis.

Section 6.Secretary

The Secretary shall keep a record of all meetings, shall receive and read to the Board of Directors all letters and correspondence relevant and pertinent to the association’s affairs; keep a file of all the Association’s letters, papers, minutes, and other records; handle all correspondence, and answer letters. The association’s records and correspondence maintained by the Secretary shall be open for inspection to members of the association.

The Secretary shall be responsible for the preparation, distribution, collection, tallying, and certification of all ballots for elections and other issues brought before the membership.

Section 7.Treasurer

The Treasurer shall have custody of, and responsibility for, all funds of RMCA, depositingall such monies in the name of the association in such depositories as selected by the board of directors. The Treasurer will write checks as authorized by the President to pay and proper indebtedness of the association. He or she shall prepare and disseminate income and expense reports for the board on a monthly basis, as well as updates as needed. Treasurer shall prepare an annual report on the financial affairs of the association to be presented no later than the third meeting of the calendar/fiscal year. The Treasurer shall perform such other duties assigned by the President or the board of directors.

The Treasurer shall ensure that the books of the association are audited by an independent auditor/accountant on an annual basis and tax returns are filed and submitted.

Section 8.Communications Chair, Newsletter

The Communications Chair, Newsletter shall be responsible for working with an outside graphic designer to update and disseminate the quarterly newsletter for the association. He or she will also coordinate recognition, in the newsletter, of those members who have received a WorldatWork certification.

Communications Chair, Web site

The Communications Chair, Web site shall be responsible to ensure that the RMCA web site content is up to date and accurate. A hired web hosting company shall be responsible for site maintenance and upgrades, but the chairperson shall add events and informational content as needed. The web site chair shall also be responsible for disseminating all “blast e-mails” to the RMCA membership.

Section 9.Education Chair, Certification & Scholarships

The Education Chair, Certification & Scholarships will act as a liaison between RMCA and WorldatWork with respect to coordinating certification courses for members, and will coordinate all other educational program offerings. S/he will also administer the RMCA Certification Course Scholarship and will work with other HR associations in Colorado, e.g., CHRA, to administer all other scholarship programs, on a semi-annual basis.

Education Chair, Library

The Education Chair, Library shall be responsible for maintaining and updating the association’s resource library. S/he shall ensure that an updated library listing is provided for the web site and work with members for check-outs and renewals.

Section 10.Southern Area Representative

The Southern Area Representative shall represent RMCA and interact with members in Castle Rock, Colorado Springs, Pueblo, and other southern areas. S/he shall update the board of directors on events and happenings with other HR associations in the southern region and promote RMCA to those associations to promote “good will” and partnership opportunities as appropriate.

Article IX

Financial Management

Section 1.Membership Dues

Prior to the October luncheon meeting, the board of directors shall determine the amount of annual dues for the following calendar year.

Section 2.Payment of Dues

The Vice President – Membership of the association shall send renewal notices to members for payment of annual dues. To remain a member in good standing, dues must be paid by the first day of January. Dues in arrears as of January 1 will cause a member to be suspended from the privileges of membership in RMCA.

After October 1, new memberships will be accepted at the established annual membership dues; such payment of dues will be considered payment for the remainder of the current year and the following calendar year.

Section 3.Other Fees

All charges for meetings, symposia, conferences, or other events sponsored by the association shall be established by the board of directors.

Section 4.Audit

An annual audit of the association’s finances shall be conducted by an outside independent auditor/accountant selected by the board of directors.

Article X

Contracts, Loans, Checks, and Deposits

Section 1.Contracts

The board of directors may authorize the President to enter into any contract or execute and deliver any instrument in the name of, and on behalf of,RMCA. Such authority may be generated or confined to specific instances.

Section 2.Loans

No loans shall be contracted on behalf of the association, and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be granted or confined to specific instances.

Section 3.Checks, Drafts, Orders for Payment

All checks, drafts, or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the association shall be signed for by the President, Treasurer, or the Past President.

Section 4.Deposits

All funds of the association not otherwise employed shall be deposited to the credit of RMCA in such banks, or other depositories as the board of directors may select.

Article XI

Amendment to Bylaws

Section 1,These bylaws may be altered, amended, or repealed, and new bylaws may be adopted upon the affirmative vote of a majority of votes cast by the board members. Copies of proposed alterations, amendments, repeals, and new bylaws shall be furnished to each voting member.

Section 2.The association President may appoint a committee to review these bylaws and to prepare suggested amendments. The committee shall serve during the incumbency of the President by whom they are appointed. The committee shall solicit, accept, and consider suggestions for necessary amendments. Proposed amendments will be submitted to the board of directors for review and comment.

Article XII

Dissolution and Disbursement

Section 1.Dissolution

Upon dissolution of the association, after paying or adequately providing for the debts and obligations of the association, the remaining assets, if any, shall be distributed by the Board of Directors to a not-for-profit fund, foundation or corporation that is organized and operating exclusively for education and/or scientific purposes and that has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

Section 2.Disbursement

No part of the earnings of the association shall ever inure to, or be distributable to, its members, officers, or other private persons.

The association shall be empowered to pay private persons, 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.

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