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PUBLIC RELATIONS SOCIETY OF AMERICA, INC.
BYLAWS
Approved:
Revised: November 2007
ARTICLE I - NAME
The name of this non-profit, professional organization shall be the
Southeastern Wisconsin Chapter of the Public Relations Society of America,
Inc., (PRSA).
ARTICLE II - OBJECTIVES
In accordance with the objectives of the Public Relations Society of
America, the objectives of this Chapter shall be to advance the art and
science of public relations in the public interest; to encourage research,
discussion and study of the problems and techniques of the public relations
profession; to strengthen and maintain the highest standards of 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 friendly association within the profession.
ARTICLE III - MEMBERSHIP
Section 1. Eligibility. To be eligible for membership in the
Southeastern Wisconsin Chapter, a person must be a member in good standing
of the national Society. Any such member of the Society is eligible for
membership in 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, if eligible, upon payment of Chapter dues.
Section 3. Retirement Status. Any member of the Chapter who has been
a member of PRSA in good standing for at least five years and is gainfully
employed for less than 50 percent of the time is eligible for retirement
status. Members on retirement status shall enjoy all the rights and
privileges of membership.
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 nonpayment 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 serve as a member of the Southeastern Wisconsin Chapter Board, as
an Assembly Delegate or Alternate Delegate or as professional advisor to a
PRSSA Chapter, shall be limited to members who are accredited..
ARTICLE IV - DUES
Section 1. Amount. The amount of Chapter dues shall be fixed annually
by the Chapter's Board of Directors and shall be payable in accordance with
Chapter fiscal policies.
Section 2. Nonpayment of dues. Any member whose Chapter dues are
unpaid for three months 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, Vice President, Treasurer,
Membership Officer, the Immediate Past President, the Assembly Delegate(s)
and at least four Directors-at-Large. Nominees for the office of Director
must be accredited members, with the exception that one Director-at-Large
may be non-Accredited and serve as a non-voting Board member.
The Secretary may or may not be a Board member. If accredited, the Secretary
may serve as a voting Board member. If accredited, the offices of Secretary
and Treasurer may be held by the same person.
Section 2. Assembly Delegates. The Assembly Delegate(s) shall serve
as the Chapter's representative(s) at the meetings of the PRSA Assembly and
shall be elected by the Chapter membership for a three-year term in
accordance with the provisions of the Bylaws of the Society.
Section 3. Directors-at-Large. One third of the Directors-at-Large
shall be elected each year by the Chapter membership at its Annual Meeting
to serve a term of three years beginning January 1st next ensuing and until
his/her successor is elected or installed.
Section 4. Ethics Officer. One director shall be appointed to serve a
term of three years as the Chapter’s Ethics Officer to promote and inspire
the highest levels of ethical behavior and performance among PRSA members.
Section 5. 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.
Section 6. Attendance. Board meeting attendance is mandatory. The
status of any Director who has accrued three (3) absences in a year shall be
subject to review by the Board. Personal illness and family or work
emergencies shall constitute acceptable excuses for meeting absence.
Section 7. Board Meetings. There shall be monthly
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 notice of any
three members of the Board of Directors. Notice of each meeting of the Board
of Directors shall be given to each Director personally, via electronic
means, or by mail at least seven days in advance. The seven-day notice
requirement can be waived through the agreement of a 2/3 majority of the
Board of Directors. The notice
requirement may also be waived if all board members agree in writing to
waive their right to notice.
Section 8. Quorum. A majority of the Board of Directors either personally present or by proxy shall constitute a quorum for all meetings of the Board. A Board member may designate another Board member to act as a proxy for purposes of quorum and voting. A Board member in attendance may act as a proxy for up to two absent Board members. If requested, verification of the proxy designation must be provided to any Board member within 24 hours.
Section 9. Indemnity. Any person made, or threatened to be made a
party to any action or proceeding, whether civil or criminal, by reason of
the fact that the person, his or her testator or intestate, is or was a
Director or Officer of the Chapter shall be indemnified by the Chapter, and
the Chapter may advance related expenses, to the fullest extent authorized
or permitted by law.
ARTICLE VI - OFFICERS
Section 1. Chapter Officers. The officers of the Chapter shall be a President, a Vice President, a Treasurer and a Membership Officer. If accredited, the Secretary shall serve as an officer and voting Board member. 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 assume office. Officers who have held an office for two successive terms shall not be eligible to succeed themselves 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. Vice President The Vice President shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. He/she shall assist the President and perform such other duties as shall be prescribed by the Board of Directors. The Vice President shall automatically assume the office of president upon a mid-term vacancy in the office of President but must stand for election to any full term.
Section 4. 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 5. Membership Officer. The Membership Officer shall be
responsible for recruitment and retention programs of the Chapter. He/she
shall serve a term of three years and be responsible for communication with
the National PRSA on all matters pertaining to membership and shall perform
all other duties incident to the Office.
Section 6. 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, 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 7. 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 less than three accredited members appointed by the
President with the approval of the Board of Directors and chaired by the
Immediate Past President. This
committee shall be appointed at least 60 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 and for each 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 have agreed to serve if elected.
Section 3. Notice to Membership. At least thirty days before the
Annual Meeting of the Chapter, the Secretary shall mail to all Chapter
members the list of nominees prepared by the Nominating Committee.
Section 4. Elections. Officers, Directors and Assembly Delegates
shall be elected at the Chapter Annual Meeting. Election shall be by
majority vote of the members in good standing who voted. Balloting in
contested elections shall be by secret ballot.
ARTICLE VIII - COMMITTEES
Section 1. Committees and Task Forces. The Board of Directors may
appoint such committees and task forces as the Board may deem necessary or
advisable for the conduct of the affairs of the Chapter.
The Board of Directors shall determine the duties of any such group,
its size and tenure. All committees and task forces shall be subject to the
control of the Board of Directors.
Section 2. Committee Reports. The Chair of each committee shall
report its activities regularly to the Board of Directors. All committee
activities shall be subject to approval by the Board of Directors.
ARTICLE IX - CHAPTER MEETINGS
Section 1. Annual Meeting. There shall be an Annual Meeting held no
earlier than October 1 and no later than December 15 each year at such time
and place as may be designated by the Board of Directors.
Section 2. Regular Meetings. In addition to the Annual Meeting, there
shall be regular monthly meetings at least nine 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 the Annual Meeting shall be
mailed to each member at least 30 days in advance. Notice of a regular
meeting or special meeting shall be mailed to each member at least 10 days
in advance.
ARTICLE X - AMENDMENTS
These Bylaws may be amended by a
two-thirds vote of the members voting, provided such proposed amendment(s)
has been approved by two-thirds of members of those Chapter's Board of
Directors voting in person or by proxy 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 National Board of Directors.