NATIONAL ASSOCIATION OF WORKFORCE DEVELOPMENT PROFESSIONALS
(A District of Columbia Non-Profit Corporation)
Adopted 1990; Last Revised September 28, 2007
ARTICLE I: CORPORATE EXISTENCE
Section 1.01 -- Corporate Name and Seal. The name of this Corporation is National
Association of Workforce Development Professionals, Inc. The Board of Directors shall provide
a suitable seal containing the name of the Corporation. The form of the seal shall be subject to
alteration by the Board of Directors.
Section 1.02 -- Corporate Purpose. The Corporation is an association of individual
practitioners in human resource development programs. NAWDP works to improve the
effectiveness of the nation's training and employment programs, and to enhance public-private
cooperation. NAWDP fosters professionalism through personal career development.
Section 1.03 -- Registered Office. The registered office of the Corporation shall be in the
metropolitan area that includes Washington DC and, until otherwise ordered by the Board of
Directors, shall be at 810 First Street NE, Washington, D.C. 20002.
Section 1.04 -- Certain Limitations on Corporate Activities. No substantial part of the
activities of the Corporation shall be carrying on propaganda or otherwise attempting to
influence legislation or participating in or intervening in any political campaign in behalf of any
candidate for public office. No part of its net earnings shall inure to the benefit of any member,
director or officer of the Corporation or any private individual, except that reasonable
compensation may be paid for services rendered to or for the Corporation in the performance of
its corporate purpose. No member, director or officer of the Corporation or any private
individual shall be entitled to share in the distribution of any of the Corporation's assets on
dissolution of the Corporation.
ARTICLE II: MEMBERS - MEETINGS - VOTING
Section 2.01 -- Membership And Voting Rights. The Association shall have the following
classes of membership:
(A) Active Members. The Active Members of the Association shall be individual
professionals, volunteers, and other persons who are employed or interested in
employment and training and related human resource development programs.
(B) Associate Memberships. The Board of Directors may by resolution create such
subcategories of membership, consistent with the purposes of the Association, as are
deemed necessary. The Board of Directors shall establish a fee schedule and a listing of
services available to various categories of associate members.
(C) Voting. Each Active Member shall have one vote on every question before a general
or special membership meeting. Votes will be considered valid only if exercised by an
Active Member who is present at the time which voting takes place. Proxy votes shall
not be accepted.
Except as otherwise provided under these Bylaws, voting shall be by voice unless roll
call or written ballot is demanded by three or more voting delegates.
For purposes of conducting meetings in an orderly fashion, the chairperson may elect,
unless decided otherwise by a majority of the Active Members present and voting, to
allow for a registering of votes on the losing side of a question, such registration list to be
made available to the full membership upon request.
Section 2.02. -- General Membership Meetings. A general membership meeting shall be held
at least once each year during the Annual Business Meeting.
Section 2.03. -- Notice of Meetings. Notice of meetings of the Officers and Board of Directors
shall be delivered or mailed by first-class mail or email to the last known physical address or
email address of all Officers and Board members not less than ten (10) or more than thirty (30)
days before such meetings.
Notices of meetings of the Association shall be delivered or mailed by first-class mail or email to
the last known physical address or email address of all Active Members not less than thirty (30)
or more than sixty (60) days before such meetings, Provided, however, that any notices required
by this section may be waived in writing by the participants before such meetings.
Any action that may be taken at a meeting of the Board of Directors may be taken without a
meeting if authorized in a writing signed by a majority of the members of the Board at that time.
ARTICLE III: CHAPTERS
Section 3.01 -- Establishment. A group of Active Members, acting in concert and in keeping
with the provisions of these Bylaws, may establish a Chapter of the Association in order to
facilitate communication among, provision of services and benefits to, and personal involvement
of members of the Association. The Board of Directors shall accept applications for recognition
of such Chapters and for affording them the rights, benefits, and responsibilities enumerated
herein and such additional benefits as the Association shall from time to time provide.
Section 3.02 -- Chapter Areas. A Chapter area may be a State, a group of several contiguous
States comprising a region, a unit of general local government, or a combination of contiguous
units of general local government within a State. A Chapter may be established for a sub-area of
a Chapter already established and chartered. Chapter membership is optional; a Chapter area may
coincide or overlap with the area of a non-chartered district, and members choosing not to
affiliate with the chapter will be represented as part of the appropriate district.
Section 3.03 -- Chapter Charters. A Chapter shall be recognized by the Association upon
issuance by the Board of Directors of a Charter, which shall be the formal affiliation agreement
between a Chapter and the Association. The Association shall enter into negotiations with
representatives of the applicants on the provisions of a Charter whenever, after the first date
selected by the Board of Directors for receiving applications, a Chapter submits an application
that meets the following requirements:
(A) Fifty (50) or more Active Members of the Association shall work or reside in the
Chapter area and at least 50 of such Members shall sign or otherwise endorse in writing
(B) An application shall contain assurances that the Chapter will abide by the provisions
of these Bylaws and will negotiate in good faith with the Association in an effort to reach
agreement on such other provisions of a Charter as the Association may propose.
(C) An application shall be in such form and contain such information as the Board of
Directors may specify.
Section 3.04 -- Chapter Membership. Active membership in a Chapter shall be opened to all
individuals who are Active Members of the Association. The schedule for implementing such
membership requirements shall be incorporated in the Charter.
A new Chapter's membership may be less than 100% Active Association Members for a
designated period of time, as outlined in the Charter.
Section 3.05 -- Chapter Dues. Chapters shall decide their membership dues and abide by a
mutually agreed upon collection process for dues, as outlined in the Charter. Any amounts so
collected by the Chapter shall be promptly forwarded to the Association, or any amounts
collected by the Association shall be promptly forwarded to the Chapter Treasurer.
Section 3.06 -- Voting Credentials. Elections shall be first conducted by a Chapter upon
issuance of its Charter, unless such elections have been duly held within 182 days of the Charter
effective date. Elections shall next be conducted between May 1 and June 30 following the first
anniversary of the issuance of the Charter and in succeeding years between May 1 and June 30
unless stated otherwise in the Charter.
Section 3.07 -- Chapter Activities and Services. Each chapter shall provide activities, services,
and benefits for its members, which shall include, at a minimum, regular membership meetings,
annual election of officers and national Director(s), maintenance and distribution of membership
directories, establishment and promotion of the use of communication networks, developing
input on issues of professional significance, and conduct of conferences, workshops, or training
sessions and other activities to foster professional development and advancement of members.
The schedule for implementing such activities shall be incorporated in the Charter.
Section 3.08 -- Association Support for Chapters. The Association shall provide activities,
services, and benefits for its Chapters, which shall include, at a minimum, membership
recruitment, membership directories, acceptance and consideration on Chapter input on issues of
professional significance, participation in the governance of the Association, agenda
development and logistical support for Chapter conferences, material for Chapter newsletters,
information for Chapter communications networks, and an opportunity for Chapters to provide
services to Association members under contract. The schedule for implementing such activities
shall be incorporated in the Charter.
ARTICLE IV: BOARD OF DIRECTORS - OFFICERS - COMMITTEES
Section 4.01. Board of Directors. In recognition of the evolution of the Association toward
becoming broadly representative of all professionals and policymakers in the field of
employment and training and related human resource development programs, the Board of
Directors shall be established and empowered as follows:
(A) Composition. The Board of Directors shall be comprised of Active Members of the
Association in good standing who are chosen in elections conducted by the Association
among Active Members.
(B) Term of Service. Directors shall serve ordinarily for a term of two years beginning
on July 1 and ending on June 30, and may seek re-election.
Members of the Board of Directors missing 50 percent of regularly scheduled Board
meetings within a twelve-month period may be removed by a majority vote of the Board.
(C) Vacancies. Vacancies that occur by resignation of a Director, or by other
circumstances, shall be filled by special election for the balance of the term remaining, if
the balance of the term is twelve months or more.
When a Director shall move from the geographic area of his or her district or state, he or
she may continue to serve until the following June 30 If the term does not end on that
date, the position shall be filled at the next election, for the balance of the term.
Should a State or District fail to put forward a candidate, or should a vacancy occur with
less than twelve months remaining in the term, the Chair shall appoint an interim
representative from that State or District.
(D) Powers. The corporate powers, business, and property of the Association shall be
controlled exclusively by the Board of Directors.
The Board shall provide for the employment of an Executive Director and other staff, and
for other necessary assistance under contract, to carry out the responsibilities of the
Corporation to provide services to its members. In making such provisions, the Officers
and Board of Directors shall give direction to the annual work program, budget, goals and
objectives of the Corporation, and development of revenues to finance appropriate
activities of the Corporation.
The Board of Directors may refer to the membership for decision by ballot any matter
which is not otherwise provided for herein.
(E) Meetings. The Board of Directors shall meet at least twice each year.
(F) Quorum. A quorum of the Board shall be one more than one-half of the number of
Board members at the time of the meeting.
Section 4.02 -- Officers. The Officers of the Association shall include a Chair, a Vice Chair,
and a Secretary-Treasurer who shall be elected annually at the first Board meeting after the
Board elections, by the Directors from among their number.
(A) Powers and Duties. The powers and duties of the officers shall be such as by general
usage are indicated by the title of their offices, as well as such powers and duties as from
time to time may be conferred by the Board of Directors.
(B) Term of Office. Officers shall serve for one year, or until their successors are elected
and qualified, and may succeed themselves.
(C) Order of Succession. The Office of Chair shall, upon becoming vacant, be filled by
the Vice Chair.
(D) Vacancies. Vacancies which remain in any Office shall be filled by the Board of
Directors through election from among their number for the balance of the unexpired
term of such officer.
Section 4.03 -- Committees. The Board of Directors shall have an Executive Committee and
such other committees as may be deemed necessary to perform certain duties and to provide
advice and counsel to the Board of Directors in the execution of its powers and the performance
of its responsibility.
(A) Executive Committee. The Executive Committee shall be comprised of seven (7)
members of the Board of Directors.
(1) The Officers of the Association shall be, and shall be counted as,
members of the Executive Committee.
(2) The immediate Past Chair of the Board of Directors shall be, and shall
be counted as, a member of the Executive Committee, provided that
he/she remains a Director.
(3) The other members of the Executive Committee shall be elected in the
same manner, at the same time, and for the same terms as officers.
4) If not already a member of the Executive Committee, the Chair of the
Conference Committee for the next conference - provided he or she is a
member of the Board - shall be an ex-officio, nonvoting member of the
Executive Committee until the Conference is over and a new Conference
Chair is appointed.
(5) The corporate powers, business, and property of the Association shall
be exercised, conducted, and controlled by the Executive Committee on
behalf of the Board of Directors when it is unable to convene. Any action
taken by the Committee shall be reported to the Board promptly.
(B) Standing Committees. Standing committees shall be the Professional Development
Committee, Membership & Services Committee, and Nominations and Elections
(C) Temporary Committees. The Board of Directors may establish such temporary
committees as may be deemed necessary.
(D) Chairpersons. The Chair shall appoint, from among the members of the Board of
Directors or the Active Membership, the chairperson of each committee and shall define
the charge for each committee's yearly work program within 30 days of such
(E) Membership. The members of each committee shall be appointed by the Committee
Chair from among the Active Members and Associate Members of the Association. The
term of membership on a committee shall be coterminous with the term in office of the
ARTICLE V: NOMINATIONS AND ELECTIONS
Section 5.01 -- Voting Credentials. All credentials for participating in the election of a Director
or of an Officer of a Chapter shall be issued by the Association based upon its roster of Active
Members in good standing. No individual may vote in such elections except pursuant to such
Section 5.02 -- Nominations. In recognition of the importance of each member of the
Corporation and of the vitality that thrives in open and participatory organizations, nominations
for elective office shall be made in an open process pursuant to the provisions of this section.
(A) Duties of the Nominations and Elections Committee. The Committee on
Nominations and Elections shall have the following duties:
(1) Examine the qualifications of all nominees for election as a Director or
Officer of a Chapter to ensure that they meet the requirements, as provided
in these Bylaws, of the office;
(2) Submit a notice and report of its determinations to all Active Members
who are eligible to participate in the election not less than 30 days prior to
the date of such election.
(3) Provide for and supervise the conduct of any such election.
Section 5.03 -- Election by Secret Ballot. Election for any office of the Association or any of
its Chapters shall be conducted separately by secret written ballot, except that when only one
candidate has been nominated for an office, such requirement may be dispensed with and the
vote taken by voice.
Section 5.04 -- Candidates. Only Active Members in good standing of the Association shall be
candidates for election as a Director of the Association or as an officer of the Association or any
of its Chapters.
Section 5.05 -- Election of Directors. Election of members of the Board of Directors of the
Association shall be conducted, at the times and under the procedures approved by the Board,
subject to the following:
(A) Election by District. One Director will be elected from each of ten districts,
consisting of the following US states and territories:
District 1 - CT, ME, MA, NH, RI, VT
District 2 - NJ, NY, PR, VI
District 3 - DC, DE, MD, PA, VA, WV
District 4 - AL, FL, GA, KY, MS, NC, SC, TN
District 5 - IL, IN, MI, MN, OH, WI
District 6 - AR, LA, NM, OK, TX
District 7 - IA, KS, MO, NE
District 8 - CO, MT, ND, SD, UT, WY
District 9 - AZ, CA, GU, HI, NV
District 10 - AK, ID, OR, WA
(B) Election by State. One Director will be elected from each of the 17 states with the
largest active memberships. An additional Director will be elected from each of the 5
states with the largest active memberships.
(C) Election at Large. Three Directors will be elected at-large from the membership as a
(D) Time of Elections. Elections shall be conducted each year between May 1 and June
30. Special elections for filling vacancies on the Board of Directors shall be held as
determined by the Board.
Section 5.06 -- Election of Chapter Officers. Chapters shall elect a President, a Vice President,
and a Secretary-Treasurer each year. A Chapter may elect such additional officers as may be
provided for in its Charter.
Elections shall be first conducted by a Chapter upon issuance of its Charter. Elections shall next
be conducted by Chapters between May 1 and June 30 following the first anniversary of the
issuance of the Charter and in succeeding years between May 1 and June 30.
ARTICLE VI: USE OF CORPORATE INCOME
Section 6.01 -- Use of Corporate Income. All funds of the Corporation shall be devoted,
insofar as they are needed for educational and information purposes, to the fulfillment of
contractual and membership obligations for information and technical services, to the completion
of any research or other education programs in the field of employment and training which the
Corporation undertakes, to any other legal financial obligation of the Corporation, and to
reasonable compensation for services rendered by the Board of Directors, the staff, and
contractors for their actual and necessary expenses.
In no case shall the surplus funds of the Corporation or any other funds not lawfully appropriated
by the Board of Directors in accordance with these Bylaws, the Corporation's Articles of
Incorporation, or any law which governs the operations of the Corporation, inure to the benefit of
any individual or entity not specifically authorized by this Article. In the event of dissolution of
the Corporation, the remaining assets of the Corporation shall be distributed to one or more
corporations similar to the Corporation and organized and operated exclusively for charitable and
educational purposes within the meaning of the Internal Revenue Code of 1954, as the same is
now in effect or as it may hereafter be amended, in amounts determined by the Board of
ARTICLE VII: AUDIT AND SURETY BONDS
Section 7.01 -- Audit and Surety Bonds. The Board of Directors shall retain a certified public
accountant to audit the Corporation's financial records and to prepare financial reports to be
presented to the Board of Directors for their approval within thirty (30) days of the close of each
fiscal year. All employees of the Corporation shall post corporate surety bonds at the
ARTICLE VIII: DISSOLUTION AND DISTRIBUTION OF ASSETS
Section 8.01 -- Dissolution. Upon voluntary dissolution of the Corporation pursuant to statute,
all Corporation assets shall be distributed in accordance with the Articles of Incorporation, these
Bylaws and applicable law.
ARTICLE IX: MISCELLANEOUS PROVISIONS
Section 9.01 -- Fiscal Year. The fiscal year of the Corporation shall, unless otherwise ordered
by the Board of Directors, be twelve calendar months beginning on the first day of January and
ending on the last day of December.
Section 9.02 -- Indemnification. The Corporation shall, to the full extent permitted by law,
indemnify all persons whom it may indemnify pursuant thereto. Such indemnification shall not
be deemed exclusive of any other right to which those indemnified may be entitled under any
By-Law, agreement, vote of the Board of Directors or members, or otherwise. Members of the
Board of Directors shall be insured, at the expense of the Corporation, against personal liability
for activities of the Corporation.
Section 9.03 -- Amendments. Amendments to these Bylaws may proposed by: 1) Resolution
of the Board of Directors; and/or 2) Petitions signed by Active Members representing not less
than ten percent (10%) of the total active membership.
Amendments may be adopted: 1) At the Annual Business Meeting, by simple majority vote of
the Active Members present and voting; and/or 2) Through a mail ballot to eligible Active
Members, by simple majority of votes received.
Members shall be notified of the proposed Amendment not less than thirty (30) days prior to the
Section 9.04 -- Rules of Order. In all matters not covered by these Bylaws, the Association will
be guided by Robert's Rules of Order, as revised.
National Association of Workforce Development Professionals, Inc.
1133 19th Street, NW
Washington, DC 20036