NSA-Austin Chapter Policies

I. Definition of a Chapter

An NSA Chapter is defined as a geographically-based community of NSA members meeting locally to support advanced professional development, camaraderie and networking.

II. Maintaining Chapter Charter

NSA Austin will furnish bylaws to NSA headquarters to maintain the present charter.
Chapter Bylaws will be in agreement with current NSA Bylaws and/or revised Bylaws as adopted by NSA.
The Chapter will renew their national affiliation on an annual basis (see Section III – Affiliation Agreement).
NSA Austin will have a minimum of seven (7) board members (five of which are officers); there is no minimum number of total chapter members required, in accordance with the 2005 Convention Chapter Structure requirements.

III. Affiliation Agreement

NSA Austin will file an Affiliation Agreement with NSA annually in compliance with NSA policy. Along with the Affiliation Agreement, the chapter shall submit:

List of Officers/Board Members
Financial Policies
Member Roster (including name, phone number, email address)
Basic programming calendar for the next 12 months
Annual affiliation fee of $150 (which goes toward the improvement and development of NSA chapter services)
Bylaws
An Antitrust Compliance Statement

IV. Incorporation and Chapter Director and Officer Insurance (optional)

NSA Austin will be incorporated with the State of Texas.

NSA Austin will file the required annual filing and fees required by the Texas Department of State.
NSA Austin may purchase Director and Officer (D & O) Insurance for the board and officers of the Chapter.

V. Name Change and Bylaw Amendments

In cases of name concerns between new and existing Chapters during a pre-charter application, the Chapter will rely upon the NSA Board to resolve Chapter name concerns.
Chapter Bylaw amendments will be submitted to the Chapter Leadership Committee for approval prior to implementation

VI. Apparent Authority

The Chapter shall take all steps as may be necessary to avoid any direct or indirect concept or appearance that it has apparent or real authority, expressed or implied, to bind or otherwise obligate NSA in any way for any act or omission of the Chapter, its officers, directors, employees, agents and members.
It is the policy of NSA Austin that any communication on behalf of the Chapter shall be official, at the discretion of the President, Board or staff. No statements shall be made, either verbal or written that conflict with the position or policy of the Chapter. Those persons holding leadership positions in the Chapter must understand that, by virtue of their position, any statements may be perceived as official and made on behalf of the Chapter.

VII. Social Media Policy

The following are generally accepted guidelines that serve as NSA Austin’s policy and shall be considered when using the Chapter’s social media sites:

Members should continue to follow the guidelines in the Ethics & Code of Conduct and Apparent Authority sections of this policy manual.
The member is personally responsible for the content he or she posts. Members must post responsibly and should remember to protect their own privacy.
Members must not publish any confidential or proprietary information on a social site.
Members must not discuss other NSA members, clients, vendors or other partners without their approval and should link back to the original source whenever possible.
Members must not post insults, obscenity, racial slurs or ethnic slurs. Members must be respectful when addressing sensitive subjects like religion and politics.
Members must be aware of and respect copyright, fair use and financial disclosure laws.
Members should post information to social media/the web to contribute to the knowledge pool. Whenever possible, post content that adds value to social friends and followers.

VIII. Logos, Symbols and Intellectual Property

In the event that NSA Austin determines to create a Chapter logo, the Board of Directors will ensure such Chapter logo will incorporate the NSA logo into the Chapter logo design without altering the NSA logo. Such decision will be at the discretion of the Board of Directors.
NSA Austin will comply with all policies, procedures and regulations as may be adopted from time to time by the compliance, membership procedures, and use of trademarks, copyright and other intellectual property that is owned by or claimed by NSA.
Use of the national organization’s distinctive logo is a benefit of professional membership; non-members may not use the logo. The Chapter will encourage only professional members in good standing to promote their membership in the organization and what it stands for by using the NSA logo on business cards, resumes and other such self-promotional items.
Members must not place the NSA and/or Chapter logo (if and when such logo may be created) on their products.
Questions about proper logo usage may be directed to the NSA Headquarters at 480.968.2552 or information@nsaspeaker.org. NSA reserves the right to cancel or prohibit the use of its logo to any Chapter or member who violates logo usage policy. In the event legal action becomes necessary to enforce its trademark rights, NSA will seek damages and attorney’s fees from anyone who utilized its trademark in an unauthorized manner.

IX. Meetings & Minutes

EDUCATIONAL CHAPTER MEETINGS

Meetings of NSA Austin shall be open to Professional Members of NSA in good standing, NSA Speaker Academy Members in good standing, and guests or Affiliates as determined by the Chapter.
Meetings of NSA Austin shall be held generally on the first week of each month in accordance with the published calendar on the Chapter web site. Exceptions may be made to accommodate education and development opportunities with at least 30 days advance notice published on the web site as determined by the Board of Directors.
Non-members will pay a non-member meeting rate of $65.00 and are eligible to attend up to three (3) annually.
Meetings will not be held one week prior to, nor one week after, the NSA Convention or NSA Conferences.
Professional members in good standing shall be allowed to bring guest/staff to all non-members-only meetings at the discounted member rate.
REFUND POLICY: A refund will be processed if requested at least five days before the date of the event. After that period, no refund will be given. A refund request must be emailed to speakers@nsa-austin.com. Any refund will be given in full, minus a 5% fee to cover card processing and administrative costs. This refund policy also applies to duplicate and/or mistaken purchases. No refunds are given on membership fees, sponsorship fees, or special bundle offers.
CREDIT POLICY: The chapter does not issue credits. In the event that you cannot attend the event for which you’ve purchased a ticket, and you miss the refund deadline, you may send someone in your place. If you’d like your “substitute” to have a printed name tag, please notify the chapter’s administrative manager by email (speakers@nsa-austin.com) at least 24 hours prior to the event.
Rates: Member rate $55.00
Guest rate $65.00
Early bird discounts of $10 are offered

ANNUAL BUSINESS MEETING/ELECTIONS

An annual business meeting of the Chapter Membership for the election of officers and directors and for the transaction of other business relative to the affairs of this Chapter shall be held once each year at a time and place as designated by the Chapter Board.
The Chapter Secretary shall send notice of the annual meeting to each voting member of the Chapter at least five (5) days in advance of the meeting.
1. This notice requirement will be met by including the annual business meeting on the Chapter calendar as sent to the membership and published on the chapter website by August 1^stof each year.
2. If no annual business meeting has been held prior to the April meeting of the Chapter, this April meeting shall be the annual business meeting with or without separate notice to the Membership.

SPECIAL MEETINGS

Special meetings may be held at any time upon the authorization of the President, the Board or by the written request of 25% of the Chapter’s voting membership.
The Secretary shall send notice to the voting Members of the Chapter at least five (5) days in advance of the meeting.

CHAPTER BOARD OF DIRECTORS MEETINGS

Discussion at meetings will be limited to published agenda topics unless the appropriate Chapter officer has approved additional topics.
The Chapter will operate in an environment of transparency and accountability. Accountability to any and all commitments by volunteers and staff is crucial.
Minutes
1. Minutes shall be recorded in writing for all meetings of the NSA Austin Board of Directors and Chapter membership, including Executive sessions. Minutes shall be recorded in a manner as to reflect the actions, motions and statements of the board, without recording superfluous discussions.
2. Minutes shall be distributed/made available to members of the NSA Austin Board of Directors in the case of Board meetings, and chapter members in the case of chapter meetings, within twenty (20) days of the meeting. If any audio or video recording was made of the meeting, it shall be destroyed upon approval of the minutes.
3. If distribution of the Minutes is by electronic means, or posted to the Chapter website, the file shall be in the format of a PDF to protect against unauthorized editing of a word processor document.
Consent Agenda
1. The President of NSA Austin, in consultation with the Board of Directors, may place items on a consent agenda approval of minutes, committee or staff reports. This requires that all reports be submitted in writing three (3) days prior to the official Board meeting.
2. By using a Consent Agenda, the Board agrees to the consideration of these items as a group under one motion.
3. Consent items are those which usually do not require discussion or explanation prior to Board action, are non-controversial and/or similar in content, or are those items which have already been discussed and/or explained and do not require further discussion or explanation.
4. An individual Board member may remove items from the Consent Agenda by making a timely request of the President prior to the vote on the Consent Agenda. The request does not require a second or a vote by the Board. Any items removed will then be discussed and acted upon separately.
Executive Session
1. Prior to calling an executive session of the Chapter Board of Directors (closed-door session without staff), a motion must be passed by the Board of Directors to identify topics to be discussed.
2. Discussion will be framed by, and limited to, the topics identified in the approved motion.
3. After the meeting, actions of the executive session shall be recorded in the official meeting minutes of the current or next immediate board meeting, summarizing what was discussed and any decisions made in the executive session.
Board Retreats
1. Once a year the Board will hold a retreat for the Directors for the purpose of strategizing and planning Chapter activities and meetings for the coming year.
2. The Chapter Board or President may also elect to have an additional annual Chapter Retreat which may include additional persons holding status with NSA Austin as invited by the Board or the President.

X. Self-Promotion, Member Privacy and Ethics & Code of Conduct

Self-Promotion: NSA Austin requests that all Presenters refrain from selling or promoting products and services during their presentations and that the Presenter review all points promised on promotional flyer. The Chapter also maintains the policy that Members will not use the Chapter’s website or social media sites to sell or promote their products and services (excluding the usage of the Chapter’s Find a Speaker Directory).
Member Privacy/Selling Contact Information: The Chapter maintains member privacy via a strict policy against the selling or distribution of member contact information to any external individual or organization.
Ethics/Code of Conduct: NSA Austin adheres to the NSA Code of Professional Ethics, which appears below. Violations of this Code are determined in accordance with NSA’s bylaws, policies and procedures. Any disciplinary action will be binding and final upon the NSA member and without recourse to the Association, its officers, members or staff.

Article 1. Representation The NSA member has an obligation to oneself and to NSA to represent oneself truthfully, professionally and in a non-misleading manner. The NSA member shall be honest and accurate in presenting qualifications and experience in the member’s communication with others.

Article 2. Professionalism The NSA member shall act, operate his/her business, and speak in a most professional and ethical manner so as neither to offend nor bring discredit to oneself, the speaking profession or one’s fellow NSA members.

Article 3. Research The NSA member shall exert efforts to understand each client’s organization, approaches, goals and culture in advance of a presentation, in order to professionally apply one’s expertise to meet each client’s needs.

Article 4. Intellectual Property The NSA member shall avoid using—either orally or in writing—materials, titles or thematic creations originated by others unless approved in writing by the originator.

Article 5. Respect & Collegiality The NSA member shall maintain a collegial relationship with fellow members based on respect, professional courtesy, dignity and the highest ethical standards.

Article 6. Confidentiality The NSA member shall maintain and respect the confidentiality of business or personal affairs of clients, agents and other speakers.

Article 7. Business Practices The NSA member is obligated to maintain a high level of ethical standards and practices in order to assist in protecting the public against fraud or any unfair practice in the speaking profession and shall attempt to eliminate from the profession all practices that could bring discredit to the speaking profession.

Article 8. Diversity The NSA member shall not participate in any agreement or activity that would limit or deny access to the marketplace to any other speaker, to a client, or to the public. This shall include but not be limited to economic factors, race, ethnicity, creed, color, sex, age, sexual orientation, disability, religion, or country of national origin of any party.

XI. Sexual Harassment & Diversity/Inclusion

NSA Austin is committed to providing an environment that is free from discrimination. In keeping with this commitment, we maintain a strict policy prohibiting any kind of unlawful harassment or discrimination, including racial, sexual, ethnic, handicap, age, or religious harassment.
Sexual Harassment includes:
1. Quid pro quo sexual harassment where opportunities are conferred based on the granting of a sexual favor.
2. The creation of a hostile environment to the extent that a member or NSA Academy candidate feels coerced or intimidated.
3. Words or actions are considered unlawful sexual harassment if, among other things, they are (1) sexual in nature, and (2) unwelcome.
NSA Austin is committed to providing an environment of diversity and inclusivity among the membership, leadership and staff.
In principle and in practice, the Chapter values and seeks diverse and inclusive participation within the field of Professional Speaking.
NSA Austin promotes involvement and access to leadership opportunity to all members regardless of race, ethnicity, gender, religion, age, sexual orientation, nationality, or disability.

XII. Finance/Taxes

Chapter Credit Card/Monies: Any credit card/monies provided by NSA Austin for business use by a member or staff is for association business use only. Members/staff may not, under any circumstance, use the credit card/monies for personal purchases nor for guaranteeing any type of personal reservations (hotel, rental cars, etc.) nor for any other non-chapter-related business use. Members/staff may not, under any circumstance, use the credit card/monies for the purchase of alcohol.
1. For all business purchases made with the chapter’s credit/debit card, a receipt must be acquired from the seller and submitted to the Treasurer by the end of the month in which the expense occurred.
2. To receive reimbursement for purchases for which the chapter credit/debit card wasn’t used, a receipt from the seller and a reimbursement request form must be submitted to the Treasurer by the end of the month in which the expense occurred. Expenses that were not pre-approved may not be reimbursed.
3. The monthly statements for credit card accounts must be mailed to NSA Austin, Attention: Treasurer.
4. Any personal use of the chapter business credit card/monies will constitute an ethics violation and will be filed with the national NSA Board of Directors Ethics Committee or may be grounds for termination in the case of a staff member.
Expenditures
1. Liabilities
  1. The Chapter shall reimburse guest speakers for travel, hotel, meals and expenses at a flat rate of $1,000 for out-of-state speakers and $500 for in-state/out-of-Austin speakers. There will be no reimbursement paid to speakers who are based in the Austin metro area or who speak virtually.
  2. The Chapter may, at its discretion, give a “thank you gift” to a guest speaker of no more than a $50 gift card.
  3. The Chapter shall never pay, assume or become responsible for the personal or unapproved debts or liabilities of any individual Member, Officer or Director of the Chapter.
2. Charitable Contributions
  1. The Chapter Board may, from time to time, and as funds allow, allocate up to $100.00 in Chapter funds to be donated to a charitable cause. Such charitable causes will be determined by the Board and may include donations to individuals in need.
Refunds
1. Any member resigning from membership shall not be entitled to any refund of dues or other fees. The resigning member remains obligated to pay any outstanding indebtedness to the Association. Upon resignation, a resigning individual shall have no rights or claim against the Association after the end of the period for which they have already paid dues.
2. Any allowable refunds will be paid via a check drawn on the Chapter’s bank account, subject to Board of Directors approval in writing.
3. Refund policy for NSA Austin meetings- See Section IX, A, 6a and 6b.
Financial Records
1. The NSA Austin will have an independent bank account with a minimum of two (2) signers.
2. The Chapter will reconcile bank statements to accounts monthly.
3. The Chapter Board of Directors will appoint a qualified person not serving on the Board of Directors to review the financial records and statements according to the Chapter bylaws. This person (“qualified reviewer”) does not need to be a CPA but must be able to read and understand basic financial statements. The “qualified reviewer” may not have served on the Board of Directors during the year being reviewed.
4. The “qualified reviewer”’ shall carry out the following procedures within 60 days of the end of the Chapter fiscal year:
  1. Meet with the VP of Finance and staff (whoever maintains the books, writes checks, reconciles bank statements and carries out other accounting duties)
  2. Select the financial statements from the final month of the Chapter’s fiscal year and randomly select one other month
    1. Review the bank reconciliation and the bank statement and verify that the cash balance reconciles
    2. Select at least three (3) expense checks from each month and review the invoice, documentation and evidence of approval (This could be an email from the President or VP of Finance or it could be a routine expenditure approved by the Board in the annual budget. If relying on approval in the annual budget, review the meeting minutes where the Board approved the budget).
5. Review the finance policy and interview the VP of Finance/staff to determine who can sign checks, has access to funds, or can move money by phone or online.
6. Compare to Chapter policies and procedures to be sure it is in alignment.
7. For year-end
  1. Compare the final revenue and expense totals to the budget and investigate any significant differences
  2. Compare member dues to the number of members listed on the Chapter membership list times the annual dues to test for reasonableness
  3. Review documentation for any large expenses or any related-party transactions (payment to any member, etc.)
  4. Compare to the previous year-end financial statement and investigate major differences
  5. Document your work (a checklist along with any recommendations) and include the result in a written letter to the Board and as an attachment to the Minutes of the Board meeting to which it is presented. In the written report, recommend needed changes to the Chapter Board of Directors if unable to complete the above procedures due to:
    1. Inadequate information in bylaws
    2. Inadequate or no Chapter finance policy
    3. Incomplete financial statements
    4. Inadequate or no annual budget
8. Tax Form 990: As a 501c6 organization, the Chapter will file the IRS Form 990 annually in accordance with United States law.
9. Record Keeping: NSA Austin shall keep the following records recommended by NSA for tax purposes (retention time):
  1. Bank statements (Indefinitely)
  2. A book of minutes and modifications to this policy (Indefinitely)
  3. Canceled checks (Seven years)
  4. IRS exemption letter (Indefinitely)
  5. Articles of Incorporation (Indefinitely)
  6. Supporting data for income and expenses (Seven years)
  7. Contracts, leases, etc. (Ten years)
  8. Copies of the Chapter’s filing Form 990 (Indefinitely)

XIII. Leadership Travel

NSA Austin may subsidize expenses (airfare, hotel, ground transportation, parking, meals not already covered by NSA National) for NSA Austin leadership team members during the year. See Section XII A for reimbursement policies.

Up to $1,500 for the President-Elect to attend Chapter Leadership Institute in the fall, to be paid on or after December 15th if still serving in these positions.
Up to $400 each for the incoming Executive Committee (President, President-Elect, Treasurer, Secretary, and Immediate Past President) to attend Chapter Leadership in its entirety at NSA National’s annual Convention in July, to be paid in December if the cash on hand on December 15th is at least $9000 ($1000 above the chapter operational cushion) plus the amount of this reimbursement, and if still serving board duties.
Up to $400 each for the incoming Directors or Officers (Membership, Programs, Marketing) to attend Chapter Leadership in its entirety at NSA National’s annual Convention in July, to be paid in December if the cash on hand on December 15th is at least $10,000 plus the amount in Part B plus this reimbursement, and if still serving board duties.
Up to $150 each for the remaining incoming Board Members who attend NSA National’s annual Convention in July, to be paid in December if the cash on hand on December 15th is at least $12,000 plus the amounts in Parts B and C plus this reimbursement, and if still serving board or committee duties.

XIV. Administrative/Officers/Committees

The Board of Directors shall be made up of people with a variety of skills and expertise, community connections, occupations, ages and backgrounds. Board members should have the time, commitment, interest and ability to work together.
Any member of NSA Austin in a position of leadership, holding a position on the Board of Directors, or serving on a committee, who feels he/she is unable to support the policies of the Chapter, should tender a resignation as a volunteer leader.
The Chapter Board of Directors will meet a minimum of once a quarter.
In addition to elected officers, the Chapter may have a Chapter Administrator or an Executive Director, as defined in the Chapter Bylaws.
In addition to the duties outlined in the Chapter Bylaws, the responsibilities and terms of office for NSA Austin elected Officers are as follows:
1. All Board members are expected to:
  1. Attend at least six (6) programs and three (3) board meetings/conference calls during their term of office
  2. Invite prospective members to be a one-time guest at member rate at a monthly program. Further discounts or promotions can be offered if fiscally sound and approved by the Board of Directors.
  3. Submit and manage their income and expense portions of the Chapter budget
  4. Forward the names and addresses of leads to the Chapter Membership Chair
  5. Identify and develop the leadership of Chapter volunteers for succession planning
  6. Implement the action steps identified in the strategic plan and any other responsibilities agreed by the Board
  7. Submit monthly status /activity reports to the Board by the 1^st of each month
  8. Represent the best interest of the Chapter and the speaking industry at all times in accord with the Bylaws, policies, Code of Ethics and ongoing requirements of NSA
2. President:
  1. Term of office shall be 1 year
  2. Provide leadership to the Board of Directors
  3. Serve as the Chief Executive Officer and Business Manager of the Chapter
3. President-Elect:
  1. Term of office shall be 1 year
  2. Perform duties of the President in the absence of the President or at the President’s request
  3. Attend Chapter Leadership Institute in November and present a Leadership Action Plan of Ideas to the Board
  4. Coordinate succession planning with the Nominating Committee
4. Vice President:
  1. Term of office shall be 1 year
  2. Shall perform such responsibilities as may be designated from time to time by the Board
  3. Preside over the Programming, Communications, Marketing and Membership Committee(s), if such committees shall be active
5. Treasurer:
  1. Term of office shall be 1 year
  2. Maintain accurate financial records and reconcile monthly bank statements
  3. Manage all financial aspects of the Chapter’s business (i.e. revenues from membership dues, program fees, special project revenue and all expenses)
  4. Provide monthly financial reports (i.e. Balance Sheet, Income Statement, Budget Variance) at Board meetings or when called upon by the President
6. Secretary:
  1. Term of office shall be 1 year
  2. Record and maintain permanent records of the business of the Board and Chapter, except for financial records
  3. Help the President communicate with the Board pertinent information, such as Bylaws, Board Books, and meeting minutes and announcements
  4. Preserve a historical archive of the Board documents having legal implications
7. Immediate Past President:
  1. Term of office shall be 1 year
  2. Serve as the Executive Advisor to the President
  3. Complete/coordinate any special project appointed by the President
Committees:
1. The President, subject to approval of the Chapter Board of Directors, may appoint such standing or special committees, subcommittees, councils or task forces as may be required to carry out the Chapter’s business as the President may find necessary.
2. Each committee and council will abide by the rules and direction adopted by the Chapter Board of Directors and as per the Chapter Bylaws.
3. NSA Austin shall have the following standing committees; the Committee Chair’s job description and term of office follows:
  1. Programming Committee/Chair – The Program Chair shall chair the Program Committee.
    1. The term of office shall be 1 year
    2. With consideration to the needs of the Chapter, plan and coordinate at least five (5) educational programs in a calendar year
    3. Manage the logistic requirements for each program and speaker
    4. Coordinate each program’s announcement and speaker introduction for each program
    5. Evaluate and enhance audience satisfaction and the effectiveness of each program
  2. Membership Committee/Chair:
    1. The term of office shall be 1 year
    2. Manage the membership recruitment and renewal process
    3. Maintain a database of active members
    4. Work with Executive Director or President to keep track of membership and recruiting initiatives
  3. Nominating Committee/Chair:
    1. The term of office shall be 1 year
    2. The Immediate Past President shall chair a Committee of no fewer than four members to submit a slate of nominees for annual Elections.

XIV. Elections & Nominations

Chapter elections will be conducted during the Chapter’s annual meeting.
Chapter Board and Officer Nominations Committee – The Immediate Past President shall chair a committee of no fewer than four members that will submit a slate of nominees for the offices of director to be voted upon via secure ballot by the members of the Chapter and will submit a slate for the office of President-Elect to be voted upon at the annual meeting of the Chapter Board. If a slate of two nominees for President-Elect is submitted, the one nominee who receives a majority vote will be elected.
Conditions and protocols regarding Officer vacancies, removals, and terms of office shall be defined as per the Chapter bylaws.

XV. Volunteers

NSA Austin is fortunate to have a cadre of volunteers willing to generously donate their time and talent in support of the Chapter. Volunteers will be trained by the Chair of the committee for which they are performing projects and services.

XVI. NSA Austin Awards

Awards Policy
1. Only those members receiving Board-approved honors, awards and designations shall be recognized at NSA Austin Meetings and Events.
2. No awards other than the NSA Austin Member of the Year are to be given at the Awards Banquet. The NSA Austin Member of Year Award will be presented at the first regular meeting following the National Convention – typically August.
Austin NSA Member of the Year
1. Nominations for the Austin NSA Member of the Year are to be reviewed with no general discussion.
2. Requirements necessary to qualify for nomination are:
  1. Must be a Professional Member of NSA in good standing for a minimum of five (5) years.
  2. Must be an individual whose qualities, in the opinion of the nominator, most closely resemble those specified in the description of the ideal Member of the Year recipient.
  3. Must be a person who freely contributes his/her time and talent to NSA without concern for personal gain.
  4. Cannot be a compensated employee or supplier of goods or services to the Association within the last twelve months.
3. Nomination form must be signed by a member in good standing of the national organization.
4. All nominees will be reduced to a slate of no more than five (5) and no fewer than two (2) by the past three winners.

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