Bylaws

SOUTHEASTERN WISCONSIN CHAPTER PUBLIC RELATIONS SOCIETY OF AMERICA, INC.

BYLAWS

Approved: May 9, 1992, PRSA National Board of Directors
Revised: November 2007
Revised: December 2011

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, Secretary, Membership Officer, the Immediate Past President, and at least four Directors-at-Large. In addition, there shall be Assembly Delegates with credentials that follow PRSA National Assembly requirements.

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. TThe 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. IIn 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.