Bylaws of the Los Angles Area Chapter
PUBLIC RELATIONS SOCIETY OF AMERICA, INC.
As of December 15, 2010
ARTICLE I – GENERAL
Section 1. Name. The name of this organization is the Los Angeles Area Chapter of the Public Relations Society of America (“PRSA-LA”), Inc. (“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 Los Angeles County, Santa Barbara County, Ventura County and Kern County.
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 them to excel in effective, ethical and respectful communications on behalf of the organization s they represent and the constituencies they serve, and advance the careers of its members by providing:
- Lifelong learning
- Vibrant, diverse and welcoming professional communities
- Recognition of capabilities and accomplishments
- Thought leadership, ethics and professional excellence
- Advancement of the standards of the profession
- Guidance to appropriate educational institutions
- A body of professional knowledge
- Advocacy for the industry
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, trade regulation or other requirements.
Tax-exemption requirements imposed on the Society under the 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.
ARTICLE II – MEMBERSHIP
Section 1. Membership Eligibility. Membership in the Chapter is limited to individuals who are members in good standing with the Society, who are in compliance with the Society’s bylaws, member code of ethics, and applicable policies and procedures, and who have paid membership dues to the Chapter and to national PRSA.
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 in Section 1.
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. Resignation or Termination of Membership.
- Membership is automatically terminated without action by the board for failure to pay applicable dues for more than two months following their annual renewal date, 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 5. Dues. The amount of Chapter dues shall be fixed by the board of directors by September 1 each year. Any member whose Chapter dues are unpaid for two months following their annual renewal date, shall not be in good standing, and shall not be entitled to vote, hold office or enjoy other privileges of Chapter membership, provided such member has been duly notified.
Section 6. Membership Meetings.
- There shall be an annual membership meeting each year held no later than November 1 at such date, time and place as may be designated by the board.
- In addition to the annual meeting, there shall be regular membership meetings at least two times a year at such times and places as designated by the board.
- Special meetings of the Chapter may be called by the president, the board or on written request by 25 percent of the Chapter members.
- Notice of the annual meeting shall be given to each member personally by mail, electronic mail or other mode of written transmittal at least thirty days prior to the meeting. Notice of a regular meeting or special meeting shall be given to each member at least 10 days in advance.
- A quorum for membership voting is 51 percent of the voting members present in person.
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, 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, vice president/secretary, vice president/treasurer, three vice presidents, past president, PRSA Leadership Assembly Delegate(s) and up to twelve (12) directors-at-large.
Section 3. Elections. Directors and officers, except for the president and past president, shall be elected by the Chapter membership by mail ballot for a term of one year, beginning January 1 and ending when their successors are elected and installed.
The election process includes:
- Nominating Committee of no fewer than three (3) members who are appointed by the President, with the approval of the board of directors by September 15 each year, shall be responsible for providing nominees to the board of directors. Nominating Committee shall include at least one member who has served on the Board within the past five years. Nominating Committee to be approved by the board of directors no later than September 1. No member of the Nominating Committee shall be on the proposed slate.
- Slate of Nominees submitted by Nominating Committee to the board of directors for approval by no later than October 1 each year.
- The Nominating Committee’s Slate of Nominees must be approved by October 20 each year.
- Approved slate of nominees is sent to general membership by November 1 each year. Additional nominations, if any, must be submitted to the PRSA –LA office within two weeks following the notification and must be accompanied by written consent of the person nominated. If no additional nominations are received, the slate shall be deemed elected.
- If one or more additional nominations are received, a second notification will be made within two weeks following the deadline for nominations; the second mailing will constitute a ballot, and a majority of those voting for a contested office will determine the election, whether or not the number of ballots cast is a majority of the members of the Chapter eligible to vote.
- Election results shall be published in the next edition of the Chapter newsletter
Section 4. Chapter Officers. Officers shall be members in good standing with the Chapter and the Society. The officers of the Chapter shall be a president, president-elect, three vice presidents, vice president/secretary, vice president/treasurer and past president. The offices of secretary and treasurer may be combined and held by the same person at the discretion of the board. The officers shall be elected by Chapter membership as stated in Section 3 for a term of one year, beginning January 1 and ending when their successors are elected and installed.
Section 5. President. The president may serve a maximum of two consecutive one-year terms. The president shall preside at all meetings of the Chapter and of the board. He/she shall appoint all committees and shall be an ex-officio member of all committees,. The president shall perform all other duties incident to the office of president. The president shall immediately succeed to the position of past president upon expiration of the president’s term of office.
Section 6. President-Elect. The president-elect shall assist the president, perform all duties incident to the office of president-elect and, in the absence or disability of the president, shall exercise the powers and perform the duties of the president. The president-elect shall immediately succeed to the office of the president upon expiration of the president’s term of office, and in the event of the death, resignation, removal, or incapacity of the president.
Section 7. Vice President/Secretary. The secretary shall keep records of all meetings of the board, send copies of such minutes to PRSA Headquarters, issue notices of all meetings, maintain or cause to be maintained the roll of the membership, and perform all other duties customarily pertaining to the office of the secretary. The secretary shall be versed in and be responsible for adherence to the bylaws of the chapter, and bring to the board’s attention any required amendments. The board of directors may appoint a designee to assist the secretary in the performance of these duties.
Section 8. Vice President/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. He/she shall issue receipts and make authorized disbursements by check after proper approval by the president or board. He/she shall prepare the Chapter’s budget, make regular financial reports to the board, provide an annual financial statement to Chapter members upon request and perform all other duties incident to the office of the treasurer. The board of directors may appoint a designee to assist the treasurer in the performance of these duties.
Section 9. 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 shall serve as a PRSA Leadership Assembly delegate. Each additional delegate shall be elected by the Chapter membership or appointed by the Chapter president/board/executive committee/officers, etc. for a term of one year beginning January 1 and ending when his/her successor is elected/appointed and installed. 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.
Section 10. Vacancies. In the event of death, resignation, removal or expulsion of any officer or director, other than the president who shall be succeeded by the president-elect, the president may appoint a successor who must be ratified by a majority vote of the board members eligible to vote, and who shall take office immediately and serve the balance of the un-expired term, or until the next annual election.
Section 11. Removal or Resignation.
- Any director who misses more than three consecutive board meetings may be given written notice of dismissal by the Chapter president and replaced in accordance with Section 9 above.
- 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 director or officer may resign at any time by providing written notice to the board.
- Any removal or resignation of a person as an officer automatically results in that person’s removal or resignation from the board, unless reassigned to an open board position.
Section 12. Board Meetings. There shall be at least four 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 13. Quorum. A majority of the directors in office shall constitute a quorum for all meetings of the board.
Section 14. 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 pre-approved and budgeted expenses reasonably incurred in connection with the performance of their duties.
ARTICLE IV – COMMITTEES
Section 1. Appointment and Dissolution of Committees. The president may appoint and dissolve committees to carry on the affairs of the Chapter as the president deems necessary or advisable. The president 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 president.
All committee chairpersons must be members in good standing of PRSA and of the Chapter. The APR committee chair must be a member in good standing that holds Accredited status.
Section 2. Committee Reports. The chair of each committee shall report its activities regularly to the board. All committee activities shall be subject to approval by the board.
ARTICLE V – AMENDMENTS
These bylaws may be amended by a majority vote of the board of directors.
ARTICLE VI – 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, meetings 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 shall be transferred to the Society or, in the event that the Society ceases to exist, to such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes and exempt under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law), as the Chapter board shall determine. 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 full participate in the meeting. Such participation constitutes presence in person at the meeting.