High Plains Chapter

Chapter By-Laws

Clovis, New Mexico

Table of Contents
ARTICLE I: NAME, ORIGIN AND PLACE OF BUSINESS...........................................................3 ARTICLE I: PURPOSES.....................................................................................................................3 ARTICLE II: MEMBERSHIP.............................................................................................................3 ARTICLE III: CHAPTER ORGANIZATION....................................................................................4 ARTICLE IV: TERM OF OFFICE......................................................................................................6 ARTICLE V: ELECTION OF CHAPTER OFFICERS......................................................................6 ARTICLE VI: CHAPTER MEETINGS..............................................................................................7 ARTICLE VII: MANAGEMENT........................................................................................................8 ARTICLE VIII: CHAPTER ASSETS.................................................................................................9 ARTICLE IX: PRINCIPAL FUNDS...................................................................................................9 ARTICLE X: ANNUAL AUDIT.......................................................................................................10 ARTICLE XI: CODE OF ETHICS....................................................................................................10 ARTICLE XII: BY-LAWS AND AMENDMENTS.........................................................................11 ARTICLE XIII: OTHER....................................................................................................................11 ARTICLE XIV: INDEMNIFICATION AND INSURANCE...........................................................11 ARTICLE XV: CERTIFICATION....................................................................................................12 ARTICLE XVI: ADOPTATION.......................................................................................................13

High Plains Chapter of NCMA

NATIONAL CONTRACT MANAGEMENT ASSOCIATION CHAPTER BY-LAWS HIGH PLAINS CHAPTER Date: 18 31 August 2011 Next revision date: This date should be NLT five years after last approval date ARTICLE I: NAME, ORIGIN AND PLACE OF BUSINESS

Section A: A Chapter is a logical grouping of National Contract Management Association (NCMA)

members who desire to gather together and hold a charter issued by the Board of Directors of the NCMA National.

Section B: A charter was issued to the High Plains Chapter on 10 July 2011, designating the Chapter
number 200. The membership includes NCMA members who reside or work within the general area of Eastern New Mexico, and Northwestern Texas regions, or who desire for other reasons to be members of this Chapter. The principal office for business purposes of the Chapter is Clovis, New Mexico or such other place as may be designated by an affirmative vote of three fourths of the Chapter officers.

Section C: The authority for issuance of the By-Laws of the High Plains Chapter is the By-Laws of the
National Contract Management Association (NCMA) and National Association policies (and all revisions there-to), which are incorporated into this document by reference. In the event of conflict between these Chapter By-Laws and the National By-Laws, the National By-Laws shall prevail. These Chapter ByLaws and any amendments thereto shall become effective subsequent to approval by the National Board of Directors.

Section D: The fiscal year of the Chapter shall be the same as NCMA national, which is from July 1
through June 30 of the following year. The fiscal year and program year shall be the same dates. ARTICLE I: PURPOSES

Section E: The mission of the NCMA and the High Plains Chapter is to foster professional growth and
the educational advancement of members and other individuals in the private sector, the public sector (including federal, state, and local government) and academia who are engaged in or associated with any aspect of the field of contract management.

Section F: The objectives of the Association and the High Plains Chapter are to provide for interchange
of information among the members, to conduct research in the field of contracting and acquisition, to provide and maintain standards of proficiency and ethics, to encourage an increasing professional attitude toward contract management and procurement, and to unite all persons interested in the profession toward the fulfillment of these purposes. ARTICLE II: MEMBERSHIP Membership shall be in accordance with the National By-Laws, qualifications, and procedures prescribed by the National Board of Directors.

All members have the right to one vote in the Chapter and to hold any elective office and/or appointive position at the Chapter and National levels. ARTICLE III: CHAPTER ORGANIZATION

Section G: CHAPTER BOARD OF DIRECTOR (BOD) (1) Responsibility/Role: The BOD shall have all the necessary responsibility and authority to
govern and direct the affairs of the Chapter within the limitations of these By-Laws and those of the National Association subject to Article IX, Section B. It may empower one or more of the Chapter Officers to act on its behalf by taking any and all action necessary to bind the Chapter to the extent delegated, and to conduct the regular business of the Chapter. By early September, annually, the BOD shall review and approve a Long Range Plan, an Operating Budget, and an Annual Operating Plan for the current fiscal period.

(2) Composition: The BOD shall consist of at three members from the private sector, either by
election or appointment to the Board.

Section H: CHAPTER OFFICERS

The elected officers of the High Plains Chapter shall be: (1) President (2) Vice President (3) President Elect (4) Secretary (5) Assistant Secretary I (6) Assitant Secretary II (7) Treasurer (8) Assistant Treasurer I (9) Assistant Treasurer II Section I: COMMITTEES Additionally, the officers shall appoint the following committee chairs: (1) Programs Chair (2) Membership Chair (3) Education Chair (4) Nominations and Elections Chair

Section J: CHAPTER OFFICERS & COMMITTEE DUTIES

The duties of the Chapter officers and committee chairs are as stated in national policy and procedure documents. If there is no description in the national policy, the instructions of the national policy on Other/Special Committees shall apply. The principal duties of the Chapter Officers are summarized as follows:

(1) President: The Chapter President is the chief executive officer of the Chapter and chairs all
Chapter meetings. He/She is responsible for administration and surveillance of all Chapter activities
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and is accountable to the National Board of Directors. The President is responsible for the appointment, guidance, and supervision of all Chapter committee chairs. He/She is charged with providing an effective organization and carries out the policies formally handed down by the National Organization. The President ensures the timely performance of all Chapter activities and coordinate matters of importance with the National Vice President for the Region.

(2) Vice President: The Chapter Vice President follows the President in the line of Chapter
authority, and in the absence or incapacity of the Chapter President shall automatically assume the authority, duties, and responsibilities of the President. He/She shall have authority in coordinating all committee activities, obtaining monthly activity reports from each committee chairperson, and such other authority as is delegated by the Chapter President.

(3) President Elect: The Chapter President-Elect is mentored by and/or shadows the President in the
authority and duties of the President in preparation for the following year. This position automatically assumes the position of President in the next fiscal year.

(4) Secretary: The Chapter Secretary follows the Vice President in the line of Chapter authority and
in the absence of the Chapter President and Vice President shall automatically assume the authority, duties, and responsibilities of the President. The Chapter Secretary shall originate and maintain such records as the minutes of the regular and special Chapter membership meetings; reports to the NCMA Office; and a current roster of all Chapter assets.

(5) Assistant Secretary I: The Assistant Secretary I position will generally be an elected position.
If during the nomination and election process there were no Assistant Secretary I nominees, then the BOD will appoint a volunteer for this position. Assistant Secretary I will assume the Secretarys duties and responsibilities in the event of his or her absence. Other roles may be assigned to the Assistant Secretary I.

(6) Assitant Secretary II: The Assistant Secretary II position will generally be an elected position.
If during the nomination and election process there were no Assistant Secretary II nominees, then the BOD will appoint a volunteer for this position. Assistant Secretary II will assume the Assistant Secretary I duties and responsibilities in the event of his or her absence. Other roles may be assigned to the Assistant Secretary II.

(7) Treasurer: The Chapter Treasurer follows the Secretary in the line of Chapter authority, and in
the absence of the Chapter President, Vice President, and Secretary shall automatically assume the responsibilities of the President. The Chapter Treasurer is responsible to effectively manage and maintain accurate records of the Chapters finances. He/She is responsible for the Chapters bank account; receipt of all income and timely deposit thereof; payment of all accounts payable, and maintenance of all official financial records. The Treasurer shall also countersign all obligations of the Chapter.

(8) Assistant Treasurer I: The Assistant Treasurer I position will generally be elected position. If
during the nomination and election process there were no Assistant Treasurer I nominees, then the board will appoint a volunteer for this position. Assistant Treasurer I will assume the Treasurers duties and responsibilities in the event of his or her absence. Other roles may be assigned to the Assistant Treasurer I.

(9) Assistant Treasurer II: The Assistant Treasurer II position will generally be elected position. If
during the nomination and election process there were no Assistant Treasurer II nominees, then the
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board will appoint a volunteer for this position. Assistant Treasurer II will assume the Assistant Treasurer Is duties and responsibilities in the event of his or her absence. Other roles may be assigned to the Assistant Treasurer II.

(10) Programs Committee: The Program Chapter Committee is responsible for planning,
organizing, and conducting educational and informational events for the Chapter which would include identifying topics, recruiting speakers, obtaining suitable facilities, and promoting events.

(11) Membership Committee: The Membership Chapter Committee is responsible for the
recruitment, retention, and reinstatement of the Chapter members which would include organizing membership reports as posted on the NCMA Intranet, and communicate updates to NCMA national. The Chapter membership committee also handles membership anniversary pins or producing anniversary certificates.

(12) Nominations and Elections Committee: The Nominations and Elections Chapter Committee
is responsible for recruiting volunteer leaders to assume Chapter leadership roles and conducts actual elections.

(13) Audit Committee: The Audit Committee is responsible for arranging audit of the Chapters
financial records each year, ensuring that audit is completed timely, and briefing Chapter leaders of the results. Section K: REMOVAL FROM OFFICE Any officer will be removed from Chapter office by loss of Association membership, transfer to another Chapter, or for non-payment of dues. Five unexcused absences from Chapter and BOD meetings during a yearly term of office may be grounds for removal of a Chapter Officer. Such removal shall be proposed by a majority of the BOD and shall be decided by majority vote of the members present at the next Chapter meeting. However, such action must be specifically listed on the agenda of the meeting announced at least one week prior to the meeting. In counting the absences, meetings in August and September will not be counted. Any such removal must consider the officers other contributions to the Chapter besides such attendance. Chapter officers may be removed from office for cause in accordance with the national by-laws. ARTICLE IV: TERM OF OFFICE The term of office for Chapter officers shall be one year. At the completion of his or her term, the Officer may be re-elected to that same office for a maximum of two additional one (1) year terms. If an officer serves three consecutive one (1) year terms he or she may not be re-elected to that position for one (1) full Program Year after completion of his or her third term. ARTICLE V: ELECTION OF CHAPTER OFFICERS

Section L: Elections shall be held every year to elect Chapter officers. Officers shall be nominated by
the NCMA High Plains Chapter members and confirmed by the Nominations and Elections Chairperson every year before the April meeting. Officers shall serve for a one-year period and may, if re-elected, serve in the same office for three consecutive terms. Officers will be installed at the June meeting and take office on 1 July for a program term of one year. A President may serve consecutive terms by
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running for President Elect. In that case, the President Elect and President would be one, and the same for that program year. Officers serve without compensation.

Section M: The chair and members of the Nominations and Elections Committee shall be responsible for
filling the slate of officer candidates. The committee shall operate within the guidelines of the national policy on Nominations and Elections Committee and ensure that Chapter elections are completed by May 1 of each program year.

Section N: Only members current in their obligations to the Chapter and National Association may be
nominated or elected to Chapter office. Any member in good standing who is nominated and accepts the nomination shall be placed on the ballot.

Section O: Officer candidates shall be nominated from the general Chapter membership and elected by
an affirmative vote of the majority of Chapter members casting ballots. A member may be nominated or be a candidate for more than one position. With the exception for President or President-Elect, if a candidate received majority of votes for multiple position as a result of the election, such candidate shall only accept one position.

Section P: Chapter elections may be held at a Chapter meeting or may be conducted by mail or
electronic ballot. Association members in good standing, whose dues are paid in full and assigned to the High Plains Chapter, are entitled to cast a ballot in Chapter elections.

Section Q: Newly elected Chapter officers should be installed at the last meeting of the program year, if
possible, to ensure proper authority to act on behalf of the Chapter and in planning actions for the next program year.

Section R: Vacancies in any elected Chapter officer position caused during the program year by
resignation, succession or other reason, shall be filled by a vote of the members of the Chapter executive council, and not the membership as described above. The Chapter member elected to fill such vacancy shall serve until the completion of the term of the vacated office. ARTICLE VI: CHAPTER MEETINGS Section S: BOARD OF DIRECTOR MEETING

(1) The Chapter President shall preside over the meetings of the Board of Directors. (2) The BOD shall hold regular meetings at least four times during each program year at the call of
the President. The Secretary shall provide notice of all meetings of the BOD to each member not less than three working days prior to the date set for each meeting, but failure in the delivery of such notice shall not invalidate the meeting or any action taken thereat which otherwise meets the requirements of these By-Laws. (3) Special BOD meeting may be called by the President or upon written petition, by three members of the BOD or ten percent of the membership, to the Secretary who shall comply within five days of receipt of such petition with the notice requirements for regular meetings. When a BOD meeting is called by petition, the Chair shall be the originator of the petition.

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(4) A quorum for meetings of the BOD shall be five members and shall be required for the valid conduct of business. Each member shall have one vote, and actions taken shall be a majority of those members present unless otherwise required by the By-Laws or those of the National Association.

(5) Upon advanced notice of any officer, any member of the Chapter may attend a BOD meeting to
present matters to the BOD, to observe the actions of the BOD or to raise any matters pertaining to the affairs of the Chapter for discussion or consideration.

(6) Any Director who shall cease to hold a membership in the High Plains Chapter shall
automatically cease to be a member of the Board of Directors.

Section T: CHAPTER MEMBERSHIP MEETING (1) The Chapter shall have regularly scheduled membership meetings. The Chapter shall meet during
the months of July to June of each program year, except for August and September or other months deemed appropriate by the BOD.

(2) The time, day and place of Chapter meetings shall be established by the Chapter executive council
and will be provided to the membership via the Chapter newsletter and other regular methods of Chapter communication.

(3) Chapter membership meetings may include Education Seminars, Conference, Social Events, and
other Chapter events established by the Program Committee. Section U: EXECUTIVE COUNCIL MEETINGS

(1) The elected Chapter officers shall be called the Chapter executive council. The Chapter executive
council shall convene on a regularly scheduled basis at least every quarter during the program year and conduct the business of the Chapter.

(2) The Chapter president shall conduct the executive council meetings and will provide each council
member with an agenda for the meeting. ARTICLE VII: MANAGEMENT

Section V: The governance of the Chapter shall be vested in the Chapter Board of Directors (BOD). The
BOD shall consist of the elected officers, and committee chairpersons.

Section W: Any proposed contract, banking transaction, or commitment of Chapter resources shall be
subject to the approval of the BOD by an affirmative vote of a majority of those present at any meeting unless a greater number is specifically required by the By-Laws. The BOD may delegate this authority to one or more Chapter Officers. However, all obligations of the Chapter, including checks, must be signed by two-elected officers, usually the Treasurer and President.

Section X: The annual Chapter budget shall be prepared by the Chapter Treasurer, reviewed by the
BOD, and be presented by the BOD for approval of the Chapter membership. The membership approval of the budget shall be done by October in the current Chapter fiscal year.

Section Y: Meetings shall be held on the third week of the month, September through June. Meetings
may be canceled, postponed, or changed by the President or next senior officer, provided that such notice
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is made no less than seven calendar days prior to the previously scheduled date of the meeting. Special meetings may be held any time by the majority vote of the BOD for such purposes as seminars, workshops, or special business of the Chapter.

Section Z: Twenty percent of the total voting membership as listed on the Secretarys membership roster
shall constitute a quorum for the transaction of business at any regular or special Chapter meeting.

Section AA: Each member, current in their obligations to NCMA and the Chapter, shall be entitled to
one vote and actions shall be taken by majority vote of those eligible members present and voting unless otherwise required by these By-Laws.

Section BB: A special Chapter membership meeting may also be called by written petition of ten percent
of the membership for the purposes set forth in the petition. Upon receipt of such a petition, the Secretary shall verify that ten percent of the membership (as of the first day of the program year) current in their obligations have signed and, if so, shall call a special meeting within ten calendar days. The meeting shall be chaired by the originator of the petition.

Section CC: Each member of the Chapter council is responsible for reporting on the activities in their
area of responsibility. ARTICLE VIII: CHAPTER ASSETS

Section DD: The National Contract Management Association is a 501(c)(6) nonprofit association
chartered in accordance with the Internal Revenue Service Code of 1954. The High Plains Chapter follows those same guidelines. The Chapter Treasurer and Assistant Treasurer will ensure that the Chapter assets are utilized in accordance with those guidelines. A budget for the Chapter shall be established by the Chapter Treasurer, and approved by the majority of the Board of Directors. Each officer of the Chapter, as directed by the President, will develop a budget for their area of responsibility and provide input to the Treasurer. The Board of Directors is collectively responsible for the fiscal integrity of the Chapter and shall institute sufficient controls to ensure income and expenditures proceed as approved.

Section EE: Each Chapter officer shall submit a budget to the Chapter treasurer at the beginning of the
program year in accordance with guidelines provided by the treasurer. The budget shall consist of intended program year expenditures and estimated income from planned Chapter activities for their area of responsibility.

Section FF: The Chapter treasurer shall prepare an overall Chapter budget from the officer inputs and
shall submit the program year budget to the Chapter executive council. The Board of Directors shall approve the Chapter budget at the beginning of the Chapter program year. Section GG: The organization will comply with Air Force regulations governing giving and receiving gifts. ARTICLE IX: PRINCIPAL FUNDS

(1) Restricted Funds may be established and maintained by the Chapter to provide income for
specific purposes. Such funds may be initiated, and the amounts increased from any source, as approved by a majority of the BOD. Appropriations from the principal of these funds must also be approved by a majority of the BOD.
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(2) Other funds may be established and maintained by the Chapter to provide for designated activities
of the Chapter. Such funds may be initiated by an appropriation of the fund balance, and the amounts increase from any source, as approved by a majority of the BOD. The Treasurer and the Assistant Treasurer must countersign any expenditure. ARTICLE X: ANNUAL AUDIT

Section HH: The Chapter shall obtain an annual audit of the books of the Treasurer. The independent
annual audit is to be initiated by the President and the Audit Committee. The auditors shall perform an annual audit of the books and records of the Chapter to the extent they deem appropriate under generally accepted auditing standards applicable to non-profit corporations of similar purpose. A copy of the signed, written report of such audit, including any recommendations, suggestions, or comments made on its transmittal shall be forwarded to each member of the BOD and shall be available, upon reasonable request, to any member.

Section II: The audit will be conducted by a special committee the Audit Committee. The Audit
Committee shall be appointed by the President not later than 1 April, for the purpose of performing an audit of the Treasurers Fiscal Year books and records. The Audit Committee shall consist of a Chairperson and at least two other members, neither of which may be incumbent officers. The members of the Audit Committee should have a background in accounting. The audit shall be completed no later than July 31. ARTICLE XI: CODE OF ETHICS Each member of this Chapter accepts the obligation to continuously improve his or her professional knowledge and job performance in the field of contract management and abide by the ethical standards set forth below. Each member of the profession shall:

(1) Strive to attain the highest professional standard Strive to attain the highest professional standard
of job performance, to exercise diligence in carrying out his or her professional duties, and to serve the profession to the best of his or her ability; (2) Conduct themselves in such a manner as to bring credit upon the profession, as well as to maintain trust and confidence in the integrity of the contract management process; (3) Avoid engagement in any transaction that might conflict or appear to conflict with the proper discharge of his or her professional duties by reason of a financial interest, family relationship, or any other circumstance; (4) Comply with all laws and regulations which govern the contract management process in the jurisdictions in which he or she conducts business, including protection of competition-sensitive and proprietary information from inappropriate disclosure; (5) Keep informed of developments in the contract management field, utilizing both formal training and ad-hoc means, in order to continuously increase knowledge, skill, and professional competence; (6) Share his or her individual knowledge and experience openly to contribute to the development of other professionals, improve performance quality, and enhance public perception of the contract management profession; and (7) Not knowingly influence others to commit any act that would constitute a violation of this code.

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ARTICLE XII: BY-LAWS AND AMENDMENTS

Section JJ: The Chapter by-laws shall be revised when there are major changes to the national by-laws
or other sections of the national policy that create an inconsistency between that document and these bylaws, or every five years. Failure to revise the Chapter by-laws shall not, however, render these by-laws invalid.

Section KK: In accordance with the National By-Laws, Chapter By-Laws and revisions to the Chapter
By-Laws shall be approved by a two-thirds vote of the general membership of the Chapter (who are present at a regularly scheduled meeting), and sent to the National office for approval by the National Secretary, or the Executive Vice-President as the designated representative.

Section LL: Chapter By-Laws shall be revised to when there are major changes to the National By-Laws
that create inconsistency between that document and these By-Laws, or no longer than every 5 years, but a failure to revise the Chapter By-Laws shall not make the By-Laws invalid.

Section MM: Amendments to the Chapter by-laws shall be proposed in writing to the Chapter president. Section NN: Approval of Chapter by-laws and revisions to Chapter by-laws shall be subject to an
affirmative vote of a majority of those members present at a scheduled Chapter meeting, where the Chapter secretary shall be instructed to mail a ballot of the proposed by-laws or revisions to the by-laws to the Chapter membership. Approval shall be determined by an affirmative vote of three-fourths (3/4) of the Chapter member votes received during the specified voting period.

Section OO: Upon resolution adopted by three-fourths (3/4) vote of the Chapter voting members, the
NCMA Governance Committee shall be requested to approve the by-laws or the by-laws as amended, as specified in national policy.

Section PP: A copy of the High Plains Chapter by-laws and amendments shall be kept in a book of
record with the Chapter secretary. ARTICLE XIII: OTHER

(1) The Chapter will not propagate extremist activities nor advocate violence against others or the
violent overthrow of the Government.

(2) The Chapter will not seek to deprive individuals of their civil rights.
(3) General membership meeting will commence with the following statement: This is a private organization. It is not part of the Department of Defense or any of its components and it has no government status. This statement shall also be included in public announcements, electronic media, and print related activities that will be distributed in Cannon AFB. ARTICLE XIV: INDEMNIFICATION AND INSURANCE NCMA shall indemnify any member of the Chapter Board of Directors, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee or other entity against any and all expenses and liability actually and necessarily incurred by him or imposed by him in connection with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which he may be or is made a party by
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reason of being or having been such director, officer, employee or agent; subject to the limitation, however, that there shall be no indemnification in relation to matters unless such person (1) conducted himself in good faith; (2) believed in the case of conduct in his official capacity with NCMA that his conduct was in the best interest of NCMA; and in all other cases that his conduct was at least not opposed to the best interests of the Corporation; or (3) in the case of any criminal proceeding, he had no reasonable cause to believe that his conduct was unlawful. Further, there shall be no indemnification in connection with a proceeding (1) by or in right of NCMA in which the director, officer, employee or agent was judged liable to NCMA, or (2) in which improper personal benefit is charged. Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, employee or agent. NCMA may pay for or reimburse the reasonable expenses in advance of final disposition of the proceeding provided that the provisions of 13.1-878 of the Virginia Nonstock Corporation Act are met. The provisions of this Article shall be applicable to claims, actions, suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any statute, bylaw, agreement, vote of the Board of Directors, or otherwise and shall not restrict the power of NCMA to make any indemnification permitted by law. ARTICLE XV: CERTIFICATION The By-Laws were approved at the meeting of the board of directors by a three-fourths of the voting membership attending the regular Chapter meeting on 18 23 August 20112012, and were approved by the National Board of Directors

//Signed//mjs//21Nov2011 Maria Jaine A. Sipin President High Plains Chapter #200

21Nov2011 Date

//Signed//bl//21Nov11 Brittney Leyba Secretary High Plains Chapter #200

21Nov2011 Date

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ARTICLE XVI: ADOPTATION The By-Laws of the High Plains Chapter have been reviewed and found to be legally sufficient.

//Signed/HEKL/LtCol/29Dec2011// HEATHER E.K. LoBUE, Lt Col, USAF Staff Judge Advocate //signed/jo/6Jan12// Jo OConnell, GS11 Chief, Resource Management //Signed/dlq/Maj/5Jan12// Dina L. Quanico, Maj, USAF Commander, 27 SOFSS

Date

Date

Date

David C. Piech, Col, USAF Commander, 27 SOMSG

Date

High Plains Chapter of NCMA

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