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BYLAWS OF THE VIRGINIA PENINSULA CHAPTER
OF THE PUBLIC RELATIONS SOCIETY OF AMERICA, INC.
ARTICLE 1 ‑ NAME
The name of this nonprofit professional organization shall be the Virginia Peninsula Chapter (hereafter, the Chapter) of the Public Relations Society of America, Inc. (hereafter, the Society).
ARTICLE II – OBJECTIVES
In accordance with the mission of the Public Relations Society of America, the objectives of this chapter shall be to advance the practice of public relations by:
- Uniting those engaged in the profession.
- Encouraging continuing education of practitioners.
- Playing an active role in all matters affecting the practice of public relations.
- Formulating the objectives and interpreting the functions of public relations, and those who practice it, to the public.
- Strengthening the relationships of public relations professionals with employers and clients, with government at all levels, with educators, with media, and with the public.
- Encouraging the highest standards of conduct and public service.
ARTICLE III ‑ MEMBERSHIP
Section 1 – Eligibility
Any member in good standing of the Society may be a member of the Chapter.
Section 2 – Admission to Membership
Admission to membership in the Society shall be governed by the pertinent provisions of the Bylaws of the Society. Any person admitted to membership in the Society shall become a member of the chapter upon payment of Chapter dues.
Section 3 – Approval of Membership Applications
In the event the Society refers a decision on Chapter membership to the Chapter for final determination, a recommendation from the Membership Committee and the vote of a majority of the Board of Directors shall be necessary for approval of the application.
Section 4 – 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.
Section 5 – Rights and Privileges of Membership
The right to hold Chapter office is limited to members in good standing. Subject to the Bylaws of the Society, the right to serve as an Assembly Delegate or Alternate Delegate or as professional advisor to a PRSSA chapter shall be limited to Members who are Accredited.
Section 6 – Retirement Status
Retired membership may be extended to a member who has entered retirement status, who is gainfully employed less than 50 percent of the time and has been in good standing for at least five years provided such individual makes application for such membership to PRSA and the chapter. Retired members shall enjoy all rights and privileges of membership.
Section 7 – Non-discrimination
The Chapter shall in all deliberations and procedures subscribe to a policy of non-discrimination on the basis of race, creed, religion, disability, sex, age, color, national origin, or sexual or affectional preferences.
ARTICLE IV ‑ DUES
Section 1 – Amount
The amount of annual Chapter dues shall be defined by the Chapter’s Board of Directors and shall be payable no later than 60 days from the member’s anniversary date.
Section 2 – Nonpayment of Dues
The Board of Directors has the right to terminate any member whose Chapter dues are unpaid for 60 days (See Section 1), and to reinstate such members to Chapter membership upon payment of delinquent dues. Any member whose chapter dues are unpaid for 60 days shall be considered not in good standing and shall not be entitled to 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 – Composition
The governing body of the Chapter shall be a board of directors consisting of the President, President‑Elect, Secretary, Treasurer, the immediate past President, the Assembly Delegate(s) and three Directors‑at‑large.
Section 2 – Assembly Delegates
The Assembly Delegate(s) shall serve as the Chapter's representative(s) at meetings of the PRSA Assembly and shall be elected by the Chapter membership for a three‑year term in accordance with provisions of the Bylaws of the Society.
Section 3 – Directors‑at‑Large
On the first board of the Chapter one director shall serve three years, one director shall serve two years and one director shall serve one year. Thereafter, one director shall be elected each year by the Chapter membership at its Annual Meeting to serve a term of three years beginning January 1 and until his/her successor is elected and installed.
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.
Section 5 – Removal
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 4 above.
Section 6 – Board Meetings
There shall be at least four meetings of the board of directors at such times and places as it may determine. It shall meet at the call of the President or upon call of any three members of the board of directors. Notice of each meeting of the board shall be given to each director at least seven days in advance.
Section 7 – Quorum
A majority of the board of directors shall constitute a quorum for all meetings of the board.
Section 8 – Veto Power
The Board of Directors shall have veto power over acts of any officer or committee.
Section 9 – Interim Business
If, in the opinion of the President, urgent business requiring board action must be conducted between regularly scheduled Board meetings, the President may poll directors by telephone or e-mail and conduct a vote. The subject of the vote and the individual directors' votes must be entered into the record at the next regularly scheduled Board meeting.
ARTICLE VI ‑ OFFICERS
Section 1 – Chapter Officers
The officers of the Chapter shall be a President, President‑Elect, a Secretary and a Treasurer. The officers shall be elected by the Chapter membership at its Annual Meeting for a term of one year and until 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 2 – President
The President shall preside at all meetings of the chapter and of the board of directors. He/she shall appoint all committees with the approval of the board of directors and shall be ex‑officio member of all committees except the Nominating Committee. He/she shall perform all other duties incident to the office.
Section 3 – President‑Elect
The President‑Elect, in the absence or disability of the President, shall exercise the powers and perform the duties of the President. He/she also shall assist the President and perform such other duties as shall be prescribed by the board of directors.
Section 4 – Secretary
The Secretary shall keep records of all meetings of the Chapter and of the board of directors, send copies of such minutes to Society 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.
Section 5 – 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 of directors. He/she shall issue receipts and make authorized disbursements by check after proper approval by the President or board of directors. He/she shall prepare the Chapter's budget, make regular financial reports to the board of directors, render an annual financial statement to the Chapter membership, and perform all other duties incident to the office.
Section 6 – Compensation and Reimbursement
No elected officer of the Chapter shall be entitled to any salary or other compensation. The board of directors may reimburse elected officers or Assembly Delegates or their alternates for their expenses incurred in connection with the performance of their duties.
ARTICLE VII ‑ NOMINATIONS AND ELECTIONS
Section 1 – Nominating Committee
There shall be a Nominating Committee of no fewer than three Members appointed by the President with approval of the board of directors. This committee shall meet at least 30 days prior to the Annual Meeting of the Chapter.
Section 2 – Nominations
The Nominating Committee shall name at least one qualified nominee for each office, 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 at the Annual Meeting provided the nominees have been contacted and agree to serve if elected.
Section 3 – Notice of Membership
At least 15 days before the Annual Meeting of the Chapter, the Secretary shall mail, e-mail or post on the Virginia Peninsula Web site for all Chapter members a ballot with the list of nominees prepared by the Nominating Committee.
Section 4 – Elections
Officers, directors and Assembly Delegates shall be elected at the Annual Meeting of the Chapter.
1. Candidates receiving the greatest number of votes will be declared elected.
2. Officers are elected by members voting in person or by proxy at the annual meeting.
3. The voting results are to be certified by at least two additional officers and shall be announced to the Membership within 15 days of the Annual Meeting.
4. Newly elected meeting officers shall be installed for service beginning on January 1 of the year following their election.
ARTICLE VIII – BUDGET
Section 1 – Budget Approval
The Treasurer shall recommend a budget to the Board of Directors for approval.
Section 2 – Contingency Funds
Expenditure of contingency funds must be approved by a two-thirds majority of the Board.
Section 3 – Use of Funds
The Chapter's funds shall be expended in such a manner as to return the greatest benefits to members in accordance with the objectives outlines in Article II.
ARTICLE IX ‑ COMMITTEES
Section 1 – Standing Committees
In addition to the Nominating Committee, there may be standing committees on:
Accreditation
Awards
Communications
Membership
Newsletter
Programming
Professional Development
Public Relations / Web site
Public Service
Student Chapter
Section 2 – Ad-hoc Committees
Ad-hoc committees may be established and appointed by the President with approval of the board of directors.
Section 3 – Committee Reports
The chair of each committee shall submit a written report of activities to the Board of Directors on a bi-annual basis. All committee activities and expenses shall be subject to approval by the Board of Directors.
ARTICLE X ‑ CHAPTER MEETINGS
Section 1 – Annual Meeting
There shall be an Annual Meeting of the Chapter in November each year at such time and place as the Board of Directors may designate.
Section 2 – Regular Meetings
In addition to the Annual Meeting, there shall be regular membership meetings at least four times a 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, the board of directors or on written request by 25 percent of the Chapter members.
Section 4 – Notice of Meetings
Notice of meetings shall be e-mailed to each member at least 10 days in advance.
Section 5 – Meeting Locations
The location of regular meetings will rotate among the cities or locales represented by the members.
Section 6 – Quorum
One-third of the members of the Chapter shall constitute a quorum at any meeting of the Chapter.
ARTICLE XI – AMENDMENTS
These Bylaws may be amended by a two-thirds vote of the membership present at any meeting or by mail, e-mail or PRSA Virginia Peninsula Web site vote provided a quorum votes, and provided at least 30 days notice has been given to all members of any proposed amendment. By mail, e-mail or PRSA Virginia Peninsula Web site vote, ballots shall specify a closing date, which must be a minimum of 30 days subsequent to the mailing, e-mailing or Web site posting date. Amendments adopted in accordance with the provision become effective only after approval by the Society's National Board of Directors.
ARTICLE XII - PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert's Rules of Order shall govern the Chapter in all cases to which they are applicable, and in which they are not inconsistent with these By-Laws and any special rules of order the Chapter may adopt.
ARTICLE XIII – DISSOLUTION
The Chapter may be dissolved by written ballot of two-thirds vote of the Chapter membership. The Society's Board of Directors may dissolve a Chapter with the approval of the national Assembly. Upon dissolution of a chapter, the chapter's remaining funds shall be transferred to the Society and distributed as designated by the national Board of Directors. [ARTICLE VIII, Section 1, PRSA Bylaws]
Adopted: Jan. 16, 2008 |
