PRSA SF Chapter Bylaws
Revised November 2013
ARTICLE I. GENERAL
Section 1. Name. The name of this organization is the Public Relations Society of America, San Francisco/Bay Area Chapter, hereinafter called the “Chapter.” The Chapter functions as a regional division of the Public Relations Society of America, Inc., hereinafter called the “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 nine counties of the San Francisco Bay Area: San Francisco, San Mateo, Alameda, Contra Costa, Santa Clara, Solano, Napa, Sonoma and Marin.
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 members to excel in effective, ethical and respectful communications on behalf of the organizations they represent and the constituencies they serve; and, to:
- Promote lifelong learning.
- Strengthen and maintain the highest standards of service and ethical conduct by all members of the profession.
- Embody vibrant, diverse and welcoming professional communities.
- Recognize capabilities and accomplishments.
- Provide thought leadership and professional excellence through the exchange of ideas and experiences.
- Collect and disseminate information to enhance or improve the professional knowledge, standards and ethical practice of the membership.
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 and 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.
- The requirement that individual members of the Chapter not derive monetary gain or profit therefrom, in compliance with Section 23701 of the Revenue and Taxation Code of the State of California. The specific and primary purpose of the Chapter is to operate a Professional Association within the meaning of Section 23701(e) of the California Revenue and Taxation Code.
ARTICLE II. MEMBERSHIP
Section 1. Membership Eligibility. Membership in the Chapter is limited to individuals in good standing with the Society, who are in compliance with the Society’s bylaws, 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 in Article III of the Society’s bylaws.
Section 3. Rights and Privileges. Membership in the Chapter 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 of Directors 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. Removal. An officer, director or member may, by the affirmative vote of two-thirds of the board of directors, or by a majority vote of the chapter membership at a special meeting called for that purpose, be removed from office on one of the following grounds:
a) failure to attend three successive board meetings;
b) censure or suspension for violation of the PRSA Code of Ethics, policies and procedures, or Bylaws; or
c) engaging in conduct that is detrimental to the best interests of the Society or Chapter.
Section 5. Dues
a) The amount of Chapter dues shall be established and reviewed annually by the Board of Directors. Any member in arrears for sixty days shall be so notified by the Chapter, citing the provisions of this Section. If such arrears are not paid within thirty days after receipt of such notification, membership in the Chapter shall be terminated and all rights and positions held shall be forfeited.
b) The Chapter’s Board of Directors may reinstate such delinquent members at its discretion upon written application and after payment of all back dues and charges, provided said member is in good standing in PRSA.
c) A Chapter member who does not pay the Society dues is no longer eligible to remain a member of the Chapter even if the Chapter dues have been paid. At such time as said member may be reinstated by PRSA, the individual may re-apply for PRSA membership in the same manner provided for new members.
Section 6. Membership Meetings
a) There shall be an annual membership meeting each year held at such date, time and place as may be designated by the Board of Directors. Notice of the annual meeting shall be given to each member by mail, electronic mail or other mode of written or electronic transmittal at least thirty days prior to the meeting.
b) In addition to the annual meeting, there shall be no less than ten membership meetings annually, unless waived by a majority of the Board of Directors. At least ten days’ advance notice of these meetings shall be given to all Chapter members by mail, electronic mail or other mode of written or electronic transmittal.
c) 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.
d) A quorum for membership voting is 10 percent of the voting members present in person or by proxy.
e) Voting may be done in person or by electronic or remote methods, with each voting member having a single vote. 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 other electronic means.
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, and in 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, immediate past president, secretary/treasurer, and chief financial officer (the Officers); and, the Directors of membership, program and hospitality, communications, professional development, ethics, diversity and sponsorships. In addition, there are eight Directors-at-Large.
Directors and officers shall be members in good standing with the Chapter and the Society. All Board members (both Officers and Directors) are elected for three-year terms, beginning Jan. 1.
Directors and officers may serve two consecutive three-year terms. During their terms, board members may serve in a variety of positions, as recommended by the Nominating Committee, or by the President with Board of Directors approval, and elected by the membership. The Nominating Committee may, at its discretion, recommend extending the term of a sitting Board member, for the health of the chapter. Officers must be elected every year and may hold the same office for a maximum of three successive years. Directors may hold the same office for a maximum of three successive years.
Section 3. Chapter Officers and Duties, and Executive Committee. The Officers of the Chapter shall be a president, president-elect, secretary/treasurer, immediate past president, and chief financial officer. The Officers comprise the Chapter’s Executive Committee.
- 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. The president shall manage the work of the chapter administrator and perform all other duties incident to the office. The president or his/her designee shall serve as a PRSA Leadership Assembly delegate.
- 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 shall assist the president and perform other duties as shall be prescribed by the board. The president-elect or his/her designee shall serve as a PRSA Leadership Assembly delegate.
- Secretary/Treasurer. The secretary/treasurer shall keep records of all meetings of the Chapter and of the board, and perform all other duties incident to the office. He /she 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 monitor Chapter committee budgets, issue receipts and make authorized disbursements by check after proper approval by the president or board. The chapter reserves the right to combine the roles of Secretary and Treasurer.
- Chief Financial Officer. The chief finance officer shall prepare the Chapter's budget, make regular financial reports to the board, monitor Chapter committee budgets, prepare and file the Chapter’s annual tax returns, oversee the work of the Treasurer, and consult with other board members in preparing their annual budgets. The chief financial officer also renders an annual financial statement to Chapter membership and performs all other duties incident to the office.
Section 4. Role of the Executive Committee. The Executive Committee shall serve the President in an advisory capacity for the purpose of planning and coordinating Chapter events and conducting long-range strategic planning. In the case of time-sensitive situations, when there is no opportunity to convene the entire board, the Executive Committee will make decisions on behalf of the board. No later than June 1, the Executive Committee shall appoint a Nominating Committee consisting of no more than seven members. See Article IV, Section 1 for composition of the nominating committee.
Section 5. 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. The Chapter president and/or president-elect or his/her designee (subject to Board approval) shall serve as a PRSA Leadership Assembly delegate. Each additional delegate shall be elected by the Chapter membership for a term of three years beginning Jan. 1. 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. In the event an assembly delegate is unable to attend the Assembly, the Chapter President shall appoint a replacement.
Section 6. Vacancies. In the event of death, resignation, removal or expulsion of any officer or director, or PRSA Leadership Assembly delegate, the president (with the approval of the board) shall appoint a successor to serve the balance of the unexpired term, or until the next annual election. If the person who fills the vacancy serves more than half of the uncompleted term, that person is considered to have served a full term.
Section 7. 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 5 above.
b) Any officer may be removed by: (1) two-thirds of the board 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 two days advance written notice, including the reason for the proposed removal, and must have an opportunity to respond to the proposed removal within that time period 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 8. Board Meetings. There shall be at least six meetings of the board annually, 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 9. Quorum. A majority of the board members constitutes a quorum for all meetings of the board.
Section 10. 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. Expenses must be agreed upon in advance by the Chapter’s Chief Financial Officer and President.
ARTICLE IV. NOMINATING COMMITTEE, NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee and Nominations. The nominating committee will consist of a maximum of seven members, appointed by the Executive Committee: the Immediate- Past President, the President, the President-elect, and two Board of Directors members. At its discretion, the Executive Committee may appoint two additional Chapter members to the Nominating Committee.
Terms of office: Officers, one year; Directors, three years and directors may not serve more than two consecutive terms.
Nominations: No later than August 31, the Nominating Committee submits to the Board of Directors its nominees for Officers as described in Section 1. Officers are nominated for one-year terms. The Nominating Committee also submits nominees for Directors whose positions are changing; for Director positions about to be vacant because of term expiration; and, for Leadership Assembly Delegates. The Nomination Committee may, at its discretion, recommend extending the term of a sitting Board member, for the health of the chapter.
Members who wish to nominate alternate candidates must present the candidates’ names to the President at least ten days in advance of the meeting so that their eligibility under Article V, Section 4 can be confirmed. Revision of Bylaws is subject to the provisions of Article VII.
Section 2. Ballot. The ballot submitted to the members for voting purposes shall present those board members whom the Nominating Committee proposes be elected to new three-year terms; and, the officers for the upcoming year, whether or not those officers are currently serving on the Board. Board members who will be continuing in their three-year terms will be listed on the ballot for informational purposes only.
ARTICLE V. COMMITTEES
Section 1. Appointment and Dissolution of Committees. The Board of Directors may appoint and dissolve committees to carry on the affairs of the Chapter as the Board of Directors deems necessary or advisable. The Board of Directors 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 of Directors.
Section 2. Executive Committee. There shall be an Executive Committee as described in Article VI, Section 1.
Section 3. Standing Committees. There shall be standing committees on Program and Hospitality, Membership, Professional Development, Diversity, Communications, Events, Sponsorships, and other areas as designated by the President or Board of Directors. Appointments to these committees shall be made by the Directors supervising these committees in consultation with the President and the Board of Directors.
Section 4. Ad Hoc Committees. Special ad hoc committees may be established and appointed by the president in consultation with the Board of Directors. These committees shall be established for a specific purpose not normally covered by the routine functions of standing committees. The duties of these special committees shall be determined by the Board of Directors. (Examples include committees assembled to work on Strategic Planning, National Conference Coordination, Chapter Unification or Chapter participation in special PRSA section events.)
Section 5. 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 VI. AMENDMENTS
These Bylaws may be amended by a two-thirds vote of a quorum of the membership, provided at least thirty days notice has been given to all members of any proposed amendment. A quorum is reached when one-third of the Chapter membership is convened in person or by proxy. Amendments adopted in accordance with this procedure will become effective only after approval by the National Board of Directors of PRSA.
ARTICLE VII. 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 of Directors 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 8 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.
Section 8. 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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