The Official Bylaws of the North Florida PRSA Chapter
Chapter of the
PUBLIC RELATIONS SOCIETY OF AMERICA, INC.
Approved July 2011
Article I – General
Section 1. Name. The name of this organization is “North Florida” a chapter of the Public Relations Society of America, Inc. (“Society” or “PRSA”).
Section 2. Territory and Location. The Chapter will operate and serve members within the territory approved by the Society, and its principal office will be located in a place determined by the Chapter’s board of directors. The territorial limits approved by the Society for this Chapter are the southernGeorgia fromSavannah south toDaytona Beach,Fla. and west to includeGainesville andTallahassee,Fla. andThomasville andValdosta,Ga.
Section 3. Objectives. In accordance with the purposes of the Society as set forth in the Society’s articles of incorporation and bylaws, the objectives of this Chapter shall be to serve a diverse community of professionals, empowering them to excel in effective, ethical and respectful communications on behalf of the organizations they represent and the constituencies they serve, and advance the careers of its members by providing:
- Lifelong learning.
- Vibrant, diverse and welcoming professional communities.
- Recognition of capabilities and accomplishments.
- Thought leadership, ethics and professional excellence.
Further, the Chapter, its board, officers, and members shall support and adhere to the bylaws, purposes, code of ethics, and all applicable policies and procedures established by the Society.
Section 4. Restrictions. All policies and activities of the Chapter shall be consistent with:
- Applicable federal, state and local antitrust, trade regulation or other requirements.
- Tax-exemption requirements imposed on the Society under Internal Revenue Code Section 501(c)(6), including the requirements that the Chapter shall not be organized for profit and that no part of its net earnings shall inure to the benefit of any private individual.
ARTICLE II - MEMBERSHIP
Section 1. Membership Eligibility. Membership in the Chapter is limited to individuals who are members in good standing with the Society, who are in compliance with the Society’s bylaws, member code of ethics, and applicable policies and procedures, and who have paid membership dues to the Chapter.
Section 2. Admission to Membership. Admission to membership in the Society shall be governed by the pertinent provisions of the Society’s bylaws and subject to the eligibility requirements set forth above in Section 1.
Section 3. Rights and Privileges of Membership. Membership carries with it a definitive obligation to pay all applicable dues, fees and other charges (collectively referred to as “financial obligations”), as provided in these bylaws and as determined by the board from time to time. Any payments by a member to the Society does not mitigate such member’s financial obligations to the Chapter.
Section 4. Resignation or Termination of Membership.
(a) Membership is automatically terminated without action by the board for failure to pay applicable dues, failure to meet the eligibility requirements for membership, or when the membership to the Society has been terminated for any reason, including non-payment of dues.
(b) A member may resign by submitting a written resignation.
(c) Termination or resignation does not relieve a member from liability for any financial obligations accrued and unpaid as of the date of the termination or resignation.
Section 5. Dues. The amount of Chapter dues shall be fixed annually by the board. Any member whose Chapter dues are unpaid shall not be in good standing, and shall not be entitled to vote, hold office or enjoy other privileges of Chapter membership, provided such member has been duly notified.
Section 6. Membership Meetings.
(a) There shall be an annual membership meeting each year held no later than Nov. 1 at such date, time and place as may be designated by the board.
(b) In addition to the annual meeting, there shall be regular membership meetings at least two times a year at such times and places as may be designated by the board.
(c) Special meetings of the Chapter may be called by the president, the board or on written request by 25 percent of the Chapter members.
(d) Notice of the annual meeting shall be given to each member personally by mail, electronic mail or other mode of written transmittal at least thirty days prior to the meeting. Notice of a regular meeting or special meeting shall be given to each member at least 10 days in advance.
(e) A quorum for membership voting is 50 percent of the voting members present in person plus one.
ARTICLE III - OFFICERS AND BOARD OF DIRECTORS
Section 1. Scope. The affairs of the Chapter are managed by its board of directors. It is the board’s duty to carry out the objectives and purposes of the Chapter, and to this end, it may exercise all powers of the Chapter. The board is subject to the restrictions and obligations set forth in these bylaws, the Society’s bylaws, policies and procedures, and code of ethics.
Section 2. Board Composition. The governing body of the Chapter shall be a board of directors consisting of the president, president-elect, secretary, treasurer, past president, vice president of membership, vice president of programs, PRSA Leadership Assembly delegates (2) and two (2) directors-at-large. Directors and officers shall be members in good standing with the Chapter and the Society. Officers, except for the president and past president, shall be elected by the Chapter membership at its annual meeting for a term of one year, beginning Jan. 1 and ending when their successors are elected and installed, except for the treasurer, Assembly delegates and the directors-at-large, who serve for two (2) consecutive years. The board shall set forth the nomination and election procedures and make such procedures available to the membership.
Section 3. Chapter Officers. The officers of the Chapter shall be a president, president-elect, immediate past president, vice president – programs, secretary, treasurer and ethics officer. The offices of secretary and treasurer may be combined and held by the same person at the discretion of the board. The officers shall be elected by Chapter membership at its annual meeting for a term of one year, beginning Jan. 1 and ending when their successors are elected and installed. No officer having held an office for two successive terms shall be eligible to succeed himself/herself in the same office.
Section 4. President. The president shall preside at all meetings of the Chapter and of the board. He/she shall appoint all committees with the approval of the board and shall be an ex-officio member of all committees, unless otherwise provided by the board. The president shall perform all other duties incident to the office of president. The president shall immediately succeed to the position of past president upon expiration of the president’s term of office. [The president or his/her designee shall serve as a PRSA Leadership Assembly delegate.]
Section 5. President-Elect. The president-elect shall assist the president, perform all duties incident to the office of president-elect and, in the absence or disability of the president, shall exercise the powers and perform the duties of the president. The president-elect shall immediately succeed to the office of president upon expiration of the president’s term of office, and in the event of the death, resignation, removal, or incapacity of the president.
Section 6. Immediate Past President. The immediate past president will chair the nominating committee. The other duties of the immediate past president are assigned by the president, with the approval of the board of directors.
Section 7. Vice President – Programs. The vice president of programs shall plan, promote and stage programs for the regular chapter meetings. Duties include scheduling speakers, panelists or other programs, obtaining biographical information for introductions and promoting and publicizing the meeting. The vice president of programs will also plan special chapter functions such as a holiday party, annual meeting or joint program with other professional groups.
Section 8. Vice President – Membership. The vice president of membership shall plan and promote membership growth, working with the chapter board. Duties include coordinating membership drives and recruitment efforts.
Section 9. Secretary. The secretary shall keep records of all meetings of the Chapter and of the board, send copies of such minutes to PRSA Headquarters and to the district chair, issue notices of all meetings, maintain or cause to be maintained the roll of membership, and perform all other duties customarily pertaining to the office of the secretary.
Section 10. Treasurer. The treasurer shall receive and deposit all Chapter funds in the name of the Chapter, in a bank or trust company selected and approved by the board. He/she shall issue receipts and make authorized disbursements by check after proper approval by the president or board. He/she shall prepare the Chapter's budget, make regular financial reports to the board, render an annual financial statement to Chapter membership and perform all other duties incident to the office of the treasurer.
Section 11. Leadership Assembly Delegates. The PRSA Leadership Assembly delegate(s) shall serve as the Chapter's representative(s) at meetings of the PRSA Leadership Assembly, and as a liaison between the Society and the Chapter. Each delegate shall be elected by the Chapter membership or appointed by the Chapter boardfor a term of two (2) years beginning Jan. 1 and ending when his/her successor is elected/appointed and installed.
To be eligible to serve as a PRSA Leadership Assembly delegate, a member must be Accredited in Public Relations (APR), or be a current or former member of the Chapter’s board.
An assembly delegate will represent the chapter with the guidance of the board of directors. In the absence of such guidance or by compelling circumstance, the assembly delegate shall represent the chapter at his or her own discretion.
An assembly delegate must submit a written report on the business of each assembly to the board of directors. Then, some appropriate report must be shared with the entire membership. When more than one delegate is representing the chapter at an assembly, the delegates will determine among themselves who shall prepare the written report. It must be signed by each delegate who represented the chapter at the assembly.
Alternate Delegate - The chapter may, as needed, designate an alternate assembly delegate for each delegate to which the chapter is entitled. Such designation shall be made by the president or president-elect and reported to the chair of the Assembly Credentials Committee. As an elected delegate, an alternate must be accredited or must have served for at least one year as a chapter officer or director at-large.
Section 12. Directors At-large. Two (2) individuals will serve as directors at-large, leading committees, task forces or special programs as established by the president with the approval of the board of directors. One director’s two-year term will begin in even-numbered years, and the other’s term will begin in odd-numbered years. This is to maintain consistency and institutional memory for the board.
One of the two directors will serve as the chapter’s Ethics Officer, who shall promote and inspire the highest levels of ethical behavior and performance among the PRSA chapter members. Duties include providing education and consultation to the board and chapter members throughout the year, developing and promoting at least one professional development program each year, and assist the local Accreditation chair by providing the ethics curriculum for the Accreditation exam.
Section 13. Vacancies. In the event of death, resignation, removal or expulsion of any officer or director, other than the president who shall be succeeded by the president-elect, the board shall elect a successor who shall take office immediately and serve the balance of the unexpired term, or until the next annual election.
Section 14. Removal or Resignation.
(a) Any director who misses more than three consecutive board meetings without an excuse acceptable to the board may be given written notice of dismissal by the Chapter president and replaced in accordance with Section 9 above.
(b) Any officer may be removed by: (1) two-thirds of the members voting where a quorum is present, or (2) three-quarters of the full board, excluding the officer proposed to be removed. Any officer proposed to be removed shall be provided with advance written notice, including the reason for the proposed removal, and must have an opportunity to respond to the proposed removal in writing or in person.
(c) Any director or officer may resign at any time by providing written notice to the board.
(d) Any removal or resignation of a person as an officer automatically results in that person’s removal or resignation from the board.
Section 15. Board Meetings. There shall be at least four meetings of the board at such times and places as it may determine. It shall meet at the call of the president or upon call of any three directors Notice of each meeting of the board shall be given personally by mail, electronic mail or other mode of written transmittal to each director at least seven days prior to the meeting. Proxy voting is prohibited at board meetings.
Section 16. Quorum. A majority of the directors in office shall constitute a quorum for all meetings of the board.
Section 17. Compensation and Reimbursement. No director or elected officer of the Chapter shall be entitled to any salary or other compensation, but may be reimbursed for expenses reasonably incurred in connection with the performance of their duties.
Section 18. Nominating Committee. There shall be a nominating committee consisting of the president elect, the chapter president, who serves as ex officio without vote, the immediate past president, who serves as chair of the committee, and no less than three accredited members who are appointed by the president with the approval of the board. Therefore, the nominating committee will number no less than six members, five of them with vote.
The appointments to the nominating committee must be made prior to July, which is at least 60 days prior to the annual meeting of the chapter.
(a) Nominations. The nominating committee shall name a qualified nominee for each officer, for each director-at-large, and for each assembly delegate whose term is expiring. The nominating committee, through chapter meetings, the newsletter and the Willingness-to-Serve Form, should encourage the membership to make recommendations for the committee’s consideration in the nominating process. The committee chair shall ensure that each nominee has been contacted and agrees to serve if elected. Additional nominations shall be accepted from members at the annual meeting provided the nominees have been contacted and have agreed to serve if elected.
(b) Notice to Membership. At least 30 days prior to the annual meeting of the chapter, the list of nominees must be reported to the membership.
(c) Elections. Officers, directors-at-large, and assembly delegates shall be elected at the annual meeting of the chapter. Election shall be by majority vote of the members present and voting. Balloting in contested elections shall be by written ballot.
ARTICLE IV – COMMITTEES
Section 1. Appointment and Dissolution of Committees. The board may appoint and dissolve committees to carry on the affairs of the Chapter as the board deems necessary or advisable. The board shall determine the duties of any such group, as well as its size and tenure. All committees established under this section shall be subject to the authority of the board.
Section 2. Committee Reports. The chair of each committee shall report its activities regularly to the board. All committee activities shall be subject to approval by the board.
ARTICLE V - AMENDMENTS
These bylaws may be amended by a two-thirds vote of the members present at any meeting in which a quorum is present, provided such proposed amendment(s) has been approved by the
Chapter's board, and at least thirty days' notice has been given to all members of any proposed amendment(s). Amendments adopted in accordance with this provision become effective only after approval by the Society's board.
Article VI – Miscellaneous
Section 1. Charter. The Chapter, its officers, directors, and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by the Society.
Section 2. Books and Records. The Chapter must keep books and records of its financial accounts, meeting minutes, and membership list with names and addresses. The Chapter will make its books and records available to the Society at any time.
Section 3. Assets of Chapter and Dissolution. No member of the Chapter has any interest in, or right or title to the Chapter’s assets. Should the Chapter liquidate, dissolve or terminate in any way, all assets remaining after paying the Chapter’s debts and obligations shall be transferred to the Society or, in the event that the Society ceases to exist, to such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes and exempt under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law), as the Chapter board shall determine. In no event may any assets inure to the benefit of or be distributed to any member, director, officer, or employee of the Chapter.
Section 4. Nondiscrimination. In all deliberations and procedures, the Chapter will subscribe to a policy of nondiscrimination on the basis of race, creed, religion, disability, sex, age, color, national origin or sexual or affectional preference.
Section 5. Fiscal Year. The fiscal year of the Chapter will be the calendar year.
Section 6. Remote Communications. To the extent permitted by law, any person participating in a meeting of the membership, board, or committee of the Chapter may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation constitutes presence in person at the meeting.
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