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Silicon Valley Compensation Association By-Laws

I  NAME

The name of the organization shall be the Silicon Valley Compensation Association (SVCA), previously known as the Peninsula Compensation Association (PCA).

II  PURPOSES

The purpose of the Silicon Valley Compensation Association is to provide its members with opportunities to network with other compensation professionals through participation in monthly meetings, workshops and seminars.  Programs are designed to enhance members’ skills and knowledge of current research and legislation that affect employee compensation.  This falls within the meaning of CA FTB RTC Section 23701(e).

The Silicon Valley Compensation Association will adhere to the following standards of conduct and will assure that:

  • Activities will not be directed to influencing legislation or carrying out political activities. Members will not join together or collectively bring economic sanctions on employees or employers.
  • The highest standards of ethical conduct are fostered, including the maintenance of confidentiality with regard to proprietary information which might secure personal advantage to a member or promotion of the business advantage of a member company.
  • No transfer of data identifying any member of the Silicon Valley Compensation Association as the source of forecast or planned compensation activity will occur.  

Non-Profit Status

The association is organized for non-profit purposes and the individual members will not derive profit from the organization. The organization does not contemplate pecuniary gain or profit to the members thereof and is organized for nonprofit purposes.

Limitation

Notwithstanding any of the above statements of purposes and powers, this organization shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purpose of this organization.

III  MEMBERSHIP

Membership Categories

The Silicon Valley Compensation Association offers three membership options: Company, Individual and Sponsor.  Corporate, Individual and Sponsorship membership is on an anniversary basis.

Member Company: Membership belongs to the member Company and the Company may add or change individual member representative(s) at their sole discretion. Individuals from each member company may attend meetings and are encouraged to represent their organizations interests in SVCA activities.

Individual Membership: If your company does not support association memberships, prospective members may apply for an individual membership. Individual memberships are available to compensation and other HR practitioners.  They are also available to compensation professionals working as in-house corporate consultants or to individuals in career transition.  Individual members have all the rights of other member organizations.

Sponsor: Compensation services providers may apply to become a Sponsor.  Individuals from sponsor companies may attend meetings and are encouraged to represent their ideas and expertise in SVCA programs and program development.

The SVCA may, from time to time, share its membership list with other professional-development organizations (BACA, WorldAtWork, SVEF, etc.) to communicate compensation-related topics.

Membership Requirements

Membership is open to practicing compensation and other HR professionals.  Companies and individuals interested in joining the Silicon Valley Compensation Association must complete a Membership Application and submit it to the SVCA Administrator for processing. All Membership Applications will be reviewed and acted upon by the SVCA Board.  Membership is contingent upon approval by the Membership Committee, and paid up dues for the year.

Termination of Membership

Membership may be terminated as a result of:

·         Request from the individual, corporation or sponsor.

·         Determination by the Membership Committee that the member is not a practicing compensation professional.

·         Determination by the Membership Committee that the member is participating in unwelcome activities such as violating the no solicitation policy or for any other conduct deemed by the SVCA Board as inappropriate.

·         Non-payment of membership dues.

IV  MEETINGS

The Silicon Valley Compensation Association will meet at least 8 times per year.  Meetings usually occur on the third Wednesday of the month.  The details of the meetings, including program details, timing and location are posted on the Association website at www.svca-online.org.  Additionally, members receive email notification of meetings, meeting changes or rescheduling. 

Quorum requirements

In the event that a vote needs to be taken, 50% of individual members or companies constitutes a quorum.  Voting may take place either in person at a meeting, or by email voting.

V  VOTING

From time to time voting may be required by the membership.  In most cases, the vote will be conducted via email request; this may be supplemented by a live vote at a meeting.

Voting Process

The Board will advise members, by way of email, of the issue to be voted upon, and include any background documentation as required.  The board will ask that members respond by email with their vote information.  Votes will be tallied by the SVCA Administrator, and will be verified by the Treasurer and Chairperson.  If a live vote is required, the members will be advised of the issue to be voted upon, and any background documentation will be available and provided to members.  The voting will be conducted, and the votes will be tallied by one Board Member, and will be verified by the Treasurer and/or Chairperson.  Members will then be advised of the result of the vote by email notification.

VI  ORDER OF BUSINESS

Meetings will be conducted in the following order:

·         Networking opportunity

·         Opening of meeting

·         Any SVCA items of business to be discussed

·         Open discussion by members of topics of interest

·         Formal education presentation

·         Close of meeting

VII  BOARD OF DIRECTORS

The SVCA Board of Directors shall serve without pay, and consists of up to twenty (20) volunteers from member companies or individual members.

Election of Board Members

When a Board position becomes available, an invitation for submission of applications is issued to all members via email.  To be eligible for consideration, the applicant must be a SVCA member in good standing and a practicing compensation professional.  A professional position of Senior Analyst (or above) and 5+ years of compensation experience, or equivalent experience is preferred.  All applications are reviewed by the Board.  Vacancies shall be filled at the discretion of  the Board, after review and vote by the Board.  Board Members may serve for an indefinite period until they resign or are removed from office.

Board Responsibilities

Each Board member must carry out the following duties and responsibilities:

·         Provide strategic guidance to the SVCA, assist with monthly program development, speaker coordination, review of new membership applications and assist with the management of on-going business affairs of the association.

·         Each Board member also serves as a resource to companies inquiring about membership in SVCA, or to member companies regarding SVCA membership rules and obligations

·         Serve in a defined Board or Officer position (e.g., Chairman, Treasurer, Web Liaison, etc.). .

Each Board member is expected to carry out the following duties and responsibilities:

·         Attend a minimum of 5 of the 10 SVCA general membership meetings.  (Board members who are located outside the Bay Area may receive an exemption on this requirement).

·         Attend a minimum of 7 of the 12 monthly SVCA Board meetings.


Meetings and Quorum requirements

The Board will meet monthly, either in person or telephonically.  A majority of board members constitutes a quorum.  In absence of a quorum, no formal action shall be taken except to adjourn the meeting to a subsequent date.

Passage of a motion requires a simple majority (i.e., one more than half the members present)

Retirement of Directors

Directors may retire from the office of Board member as a result of:

·         Request from the individual.

·         Determination by the Chairperson that the Director is not a practicing compensation professional.

·         Determination by the Chairperson that the member is not carrying out their duties and responsibilities as a Board member.

VIII  OFFICERS

Directors may be nominated and appointed to one of the position of officers.   They will serve for a minimum of a year, and there is no maximum service period.  Officers will meet as part of the monthly Board meetings.  Officers shall serve without pay.

Officer Positions and Responsibilities

The current officer positions are:

·         Chairperson – has the overall responsibility to ensure that the association’s mission is fulfilled via developed policies

·         Treasurer – has overall responsibility for maintaining the financial records of the association

·         Secretary – has overall responsibility for maintaining the all non-financial records

Retirement of Officers

Officers may retire from the office of Board member as a result of:

·         Request from the individual.

·         Determination by the Chairperson that the Officer is not a practicing compensation professional.

·         Determination by the Chairperson that the Officer is not carrying out their duties and responsibilities as a Board member.

IX  COMMITTEES

The Board may appoint standing and ad hoc committees as needed to carry out the responsibilities of the association.  Committees will be created and dissolved by Board approval.  The Committee may consist of Officers, Directors, members or other such individuals as approved by the Board.  Committee members may retire from the Committee upon their request, or upon approval by the Board, at its discretion, to remove a member from a Committee.  Committee members may serve for a minimum of a year, or for the period required by the Committee charter, and there is no maximum service.

X  DUES

Annual dues will be established by the Board and communicated to the membership.   Dues are currently assessed at:

·         Corporate Membership is $200/year

·         Individual Membership is $100/year

·         Sponsorship  is $500/year

Membership fees are payable no later than their respective due date each year.

Membership dues will be used as determined by the Board to further enhance the programs, education, and information available to the organization. Costs for specific educational programs or seminars targeting only a segment of the SVCA membership will be borne by the participating individuals. Any funds not spent during the year will be available for subsequent year(s) activities.

If remittance of the annual dues are not received by their respective due datemembership will be suspended, and all benefits of membership will cease.

XI  RECORDS AND REPORTS

The Treasurer shall maintain an Income Statement, as well as a Profit and Loss statement.  The Secretary will maintain minutes and records of all Board meetings.

Upon request, the Board will provide Members with a detailed copy of the financial statements. 

XII  AMENDMENTS

The bylaws can be amended by:

·         Proposal by the Board of Directors

·         Request by the membership.

These by-laws may be amended by a two-third vote of Board members present at any meeting, provided a quorum is present.

XIII. CONFLICT OF INTEREST

Any member of the Board who has a financial, personal, or official interest in, or conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to the Board to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said item.

Amended and approved by a majority vote of the SVCA Board on December 5, 2012

 

 

 

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