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Central Mich. PRSA @CMPRSA

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Bylaws of Central Michigan Chapter of the Public Relations Society of America, Inc.

ARTICLE I - GENERAL

Section 1. Name. The name of this non-profit professional organization shall be the Central Michigan Chapter of the Public Relations Society of America (the Chapter).

Section 2. Territory and Location. The Chapter will operate and serve members within the territory approved by the Public Relations Society of America (the Society or PRSA), 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 Calhoun, Clinton, Eaton, Ingham and Shiawassee counties.

Section 3. Purposes and Limitations. The Chapter is organized and shall be operated exclusively

as a not-for-profit trade association within the meaning of Section 501(c)(6) of the Internal Revenue Code of 1986 and the Regulations thereunder, as they now exist or as they may hereafter be amended (collectively referred to as “the Code”), and exempt from taxation under Section 501(a) of the Code. Its specific purposes are set forth in the Chapter’s Articles of Incorporation. The Society shall not directly or indirectly conduct or carry on any activities not permitted to be conducted or carried on by an organization described in Code Sections 501(c)(6) and 501(a). No part of the net earnings of the Chapter shall benefit any member, director or officer of the Chapter, or any private person, except that reasonable compensation may be paid for services actually rendered to or for the Chapter. No member, director or officer of the Chapter, or any private person, shall be entitled to share in the distribution of any of the assets upon dissolution of the Chapter.

ARTICLE II - OBJECTIVES

Section 1. Chapter Objectives. In accordance with the objectives of the PRSA, the objectives of this Chapter shall be to advance the art and science of public relations in the public interest; to serve a diverse community of professionals; to encourage research, discussion and study of the problems and techniques of the public relations profession; to strengthen and maintain the highest standards of service and ethical conduct by all members of the profession; to exchange ideas and experiences and collect and disseminate information that may enhance or improve the professional knowledge, standards, ethics and standing of the membership; and to promote fraternalism within the profession.

ARTICLE III - MEMBERSHIP

Section 1. Eligibility and admission to membership. To be eligible for membership in the Chapter, a person must be a member in good standing of the society and in compliance with the Society’s bylaws, member code of ethics, and applicable policies and procedures. Any such member of the Society is eligible for Chapter membership and may become a Chapter member upon payment of Chapter dues.

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.

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 payment by a member to the Society does not mitigate such member’s financial obligations to the Chapter.

Section 4. Retirement Status. Any active member of the Chapter who is eligible may be granted retirement status by the Chapter board of directors in accordance with provision of the bylaws of the Society. No Chapter dues will be assessed to any member accorded official retirement status. Members with retirement status shall enjoy all rights and privileges of membership.

Section 5. Termination of Chapter Membership. Any member who for any reason ceases to be a member of the Society or is dropped from the Society's roll for non-payment of dues shall cease to be a member of the Chapter and shall be dropped from the Chapter roll. Membership is automatically terminated without action by the board for failure to pay applicable dues for more than three months, 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. A member may resign by submitting a written resignation. 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 6. Rights and Privileges of Membership. In accordance with the bylaws of the Society, assembly delegates, alternate delegates, and at least one of the professional advisers to PRSSA chapters shall be accredited members. The right to hold Chapter office or to sponsor applicants for membership shall be limited to members in good standing, subject to such other Chapter bylaw provisions that apply.

ARTICLE IV - DUES

Section 1. Dues Amount. Changes in the amount of the Chapter dues shall be recommended by the Chapter's board of directors and approved by the membership. Local dues will be collected annually by the national PRSA office at the same time national dues are invoiced. CMPRSA will be reimbursed for these local dues in accordance with national PRSA’s chapter dues billing service guidelines.

Section 2. Nonpayment of Dues. A member whose Chapter dues are unpaid for three months shall be considered not in good standing and may not vote, hold office or enjoy other privileges of Chapter membership, provided such member shall have been duly notified.

Section 3. Fiscal Year. The fiscal year of the Chapter shall be the calendar year.

ARTICLE V - 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. Composition. The governing body of the Chapter shall be a board of directors consisting of the president, president-elect, assembly delegate(s), secretary, treasurer, immediate past president, and not less than three nor more than nine directors-at-large as determined by the board to ensure at least one director-at-large for every 15 Chapter members. The offices of secretary and treasurer may be combined and held by the same person at the discretion of the board. The chair of any standing committee, who is not a board officer or director-at-large, shall be a voting member of the board of directors.

Section 3. Directors-At-Large. The directors-at-large shall be elected for three years. One third of their number shall be elected each year by the Chapter membership at its annual meeting for three-year terms beginning January 1 of the following year. If additional positions are created by an expansion of the board, in accordance with these bylaws, shortened initial terms shall apply to certain of the directors as are required to maintain the effect of having the terms of one third of the directors expire each year.

Section 4. Vacancies. In the event of death, resignation, removal or expulsion of any officer, director or assembly delegate, the board of directors shall elect a successor who shall take office immediately and serve for the balance of the unexpired term or until the next annual election, whichever occurs first.

Section 5. Removal or Resignation. Any director or officer may resign at any time by providing 30 days written notice to the board. Any member of the board who misses more than three regularly scheduled board meetings in a year without an excuse acceptable to the board will be contacted by the Chapter president at the recommendation of the board of directors to determine their interest in and commitment to remaining on the board of directors. 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. Any removal or resignation of a person as an officer automatically results in that person’s removal or resignation from the board. Any board member who is removed or resigns will be replaced in accordance with Section 4 above.

Section 6. Board Meetings. There shall be at least four meetings of the board of directors each year, at such times and places as it may determine. In addition, it shall meet at the call of the president or upon the call of any three members of the board of directors. Notice of each meeting of the board shall be given personally by mail, electronic mail or other mode of written transmittal to each officer and director at least seven days in advance. Proxy voting is prohibited at board meetings.

Section 7. Quorum. A majority of the board of directors in office shall constitute a quorum for all meetings of the board.

ARTICLE VI - OFFICERS

Section 1. Chapter Officers. The Chapter officers are president, president-elect, immediate past president, secretary, treasurer and assembly delegate(s). The officers shall be elected by the Chapter membership for a term of one year and until their successors are duly elected and installed, with the exceptions of the annual succession of the president if previously elected as president-elect and of the immediate past president if previously elected as president or president-elect.

Section 2. President. The president presides at all meetings of the Chapter, the executive committee, and of the board of directors. He/She appoints all committee leaders, with the approval of the board of directors. He/She is an ex-officio member of all committees except the nominating committee. He/She performs all other duties incident to the office.

Section 3. President-Elect. The president-elect succeeds to the office of president in the year immediately following his/her term as president-elect. The major duties of this position are to serve as program chair, assist the president, learn the requirements of the office of president and plan for a smooth administrative transition. In the absence or disability of the president, the president-elect exercises the powers and performs the duties of the president.

Section 4. Immediate Past President. The immediate past president succeeds to that office in the year immediately following his/her term as president. The major duties of this position are to serve as the ad hoc nominating committee chair and assist the president.

Section 5. 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. If the secretary is unable to attend a meeting, a board member designated by the presiding officer shall take minutes. Draft minutes shall be forwarded to the president no less than five days before the meeting at which they will be discussed.

Section 6. Treasurer. The treasurer receives and deposits Chapter funds in the name of the Chapter, in a bank or trust company selected and approved by the board of directors. The treasurer issues receipts and makes authorized disbursements by check after proper approval by the president or board of directors. The treasurer prepares the Chapter's budget, makes regular financial reports to the board of directors, renders an annual financial statement to the Chapter membership, and performs all other duties incident to the office. Committee chairs are responsible for submitting annual budgets (if applicable) to the treasurer.

Section 7. 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. PRSA Leadership Assembly delegate(s) shall be elected by the Chapter membership for a term of three (3) years beginning January 1 and ending when his/her successor is elected and installed. To be eligible to serve as a PRSA Leadership Assembly delegate, a member must be Accredited in Public Relations (APR).

Section 8. Compensation and Reimbursement. No elected officer of the Chapter is entitled to any salary or other compensation. The board of directors may reimburse elected officers or assembly delegate(s) or their alternates for their necessary expenses incurred in connection with the performance of their duties.

ARTICLE VII - EXECUTIVE COMMITTEE

Section 1. Composition. The executive committee of the Chapter consists of the president, president-elect, immediate past president, secretary, treasurer, and assembly delegate(s). Each officer has full voting rights on the executive committee.

Section 2. Functions. In the absence of a quorum for either a regular or special board meeting, the president is empowered to convene the executive committee as the temporary or emergency administrative body of the Chapter. As such it may administer ongoing Chapter activities previously approved by the board of directors. In the event of an emergency, the executive committee may make decisions on behalf of the board. It may also issue temporary rules which will have the force of law until the next regularly-scheduled board meeting and may formulate and recommend policies and procedures to the board. At the next board meeting, the board shall either ratify or abrogate any actions of the executive committee.

Section 3. Quorum. A majority of the officers shall constitute a quorum for all meetings of the executive committee. A member of the board or of any committee may participate in a meeting by conference telephone or other means of remote communication through which all persons participating in the meeting can communicate with each other, provided that all participants are advised of the means of communication in use and the names of the participants in the conference are divulged to all participants. Participation in a meeting in this manner constitutes presence in person at the meeting. If the president is aware that the next regularly scheduled meeting is expected to have low attendance, the board may entertain a vote to waive quorum to allow for the approval of the agenda and minutes of the previous meeting. All other business of the Chapter must be conducted with a majority of the officers participating.

Section 4. Voting. If a quorum is not present, or if an issue needs to be resolved prior to the next regularly scheduled meeting, motions made at a board meeting may be sent to all board members for approval via electronic or written communication. A vote taken in this manner shall be considered an official action of the board.

ARTICLE VIII - NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee. With the approval of the board of directors, the immediate past president shall appoint and chair an ad hoc nominating committee of up to three members in good standing.

Section 2. Nominations. In September of each year, the nominating committee shall recommend to the board of directors for approval a qualified nominee for each elected officer position, assembly delegate and director whose term is expiring. It shall ensure that each nominee has been contacted and agrees to serve if elected. Additional nominations, if any, shall be accepted from members provided the nominees have been contacted and have agreed to serve if elected.

Section 3. Nomination of President and President-Elect. Nominees for Chapter president and president-elect shall be Accredited in Public Relations. In the event that no accredited member accepts nomination, a non-accredited member may be nominated.

Section 4. Notice to Membership. At least 30 days before the annual meeting of the Chapter, the ballot approved by the board shall be provided to all Chapter members in good standing. Such provision may occur by electronic means.

Section 5. Elections. Officers, directors and assembly delegates shall be elected by a majority of the ballots returned by members in good standing. Balloting in contested elections shall be by secret ballot.

ARTICLE IX - COMMITTEES

Section 1. Standing Committees. Standing committees of the Chapter shall include the Program Committee and the Nominating Committee. The Chapter will provide a professional adviser to the Ned S. Hubbell Chapter of the Public Relations Student Society of America at Michigan State University. Other committees may be established or dissolved as provided for in Section 2 below.

Section 2. 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 3. Committee Reports. The chair of each committee shall report its activities regularly to the board of directors. All committee activities are subject to the approval of the board.

ARTICLE X - MEMBERSHIP MEETINGS

Section 1. Annual Meeting. Prior to the Society's annual national assembly meeting, there shall be an annual meeting of the Chapter. This shall be held in October each year at such time and place as the board of directors may designate.

Section 2. Regular Meetings. There shall be monthly membership meetings at least six (6) times each year at such times and places as may be designated by the board of directors.

Section 3. Special Meetings. Special meetings of the Chapter may be called by the president, a majority of the executive committee or by written request of at least 25 percent of Chapter membership.

Section 4. Notice of Meetings. Notice of the annual meeting shall be provided to each member at least 30 days in advance of the meeting. Notice of regular or special meetings shall be provided to each member at least 10 days in advance. Such provision may occur by electronic means.

Section 5. Quorum. A quorum for membership voting is one-third of the voting members present in person or by proxy. Voting at any membership meeting may be done in person or by proxy, with each voting member having a single vote. A majority of the members voting in person or by proxy where a quorum is present carries an action. Members may vote without a meeting in elections, or on any matter presented by the board where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, electronic mail or any other electronic means.

ARTICLE XI - AMENDMENTS AND REVISIONS

Section 1. 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 (30) 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 XII – 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. Annual Report to the Society. The Chapter will submit an annual report to the Society each year, as well as any other document or report required by the Society.

Section 4. Conflict-of-Interest Policy. The board will adopt a conflict-of-interest policy and annual disclosure process that applies to all officers and directors of the Chapter.

Section 5. 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 must be transferred from the Chapter’s bank account to the Society, as such assets are at all times the property of the Society. 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 6. 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 7. Fiscal Year. The fiscal year of the Chapter will be the calendar year.

Reviewed and revised by Chapter Board: September 2011

Approved by Chapter Members: _____________

Approved by national PRSA Board of Directors: _____________