BYLAWS

of

PUBLIC RELATIONS SOCIETY OF AMERICA LOS ANGELES CHAPTER

As of January 5, 2022

ARTICLE I – GENERAL

Section 1. Name. The name of this corporation is the Public Relations Society of America Los Angeles Chapter (the “Corporation”).  The Corporation is recognized as an affiliate chapter of the Public Relations Society of America, Inc. (“PRSA National”) a national trade organization of the public relations profession.

Section 2. Territory and Location. The Corporation will operate and serve members within the territory approved by PRSA National (the “Territory”), and its principal office will be located in a place determined by the Board of directors of the Corporation (the “Board”). The Territory approved by PRSA National for this Corporation is comprised of Los Angeles County. The Corporation may also have offices at such other places within the Territory, as its business may require and as the Board may from time to time designate.

Section 3. Purposes. The Corporation is organized exclusively as a business league or trade association recognized as exempt under Section 501(c)(6) of the Internal Revenue Code of 1986, as amended (the “Code”), or any corresponding provisions of any subsequent federal tax laws. As set forth in the Articles of Incorporation, the specific purposes of this Corporation shall be to (i) empower a diverse community of professionals to excel in effective, ethical and respectful communications on behalf of the organizations they represent and the constituencies they serve, and (ii) 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 Corporation, its Board, officers, and members shall support and adhere to the bylaws, purposes, code of ethics, and all applicable policies and procedures established by PRSA National.

Section 4. Restrictions. All policies and activities of the Corporation shall be consistent with:

• Applicable federal, state and local antitrust, trade regulation or other requirements.
• Tax-exemption requirements imposed on the Corporation under the Section 501(c)(6) of the Code, including the requirements that the Corporation shall not be organized for profit and that no part of its net earnings or assets shall inure to the benefit of any private individual.

ARTICLE II – MEMBERSHIP

Section 1. Membership Eligibility. Membership in the Corporation is limited to individuals who are members in good standing with PRSA National, who are in compliance with PRSA National’s bylaws, member code of ethics, and applicable policies and procedures, and who have paid membership dues to the Corporation and to PRSA National.

Section 2. Admission to Membership. Admission to membership in PRSA National shall be governed by the pertinent provisions of PRSA National’s bylaws and subject to the eligibility requirements set forth 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 PRSA National does not mitigate such member’s financial obligations to the Corporation. Members have the right to receive program services.

Section 4. Resignation or Termination of Membership.

(a) 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 PRSA National has been terminated for any reason, including non-payment of dues.

(b) A member may resign by submitting a written resignation to the Executive Director or a member of the Executive Committee. (c) 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 for the coming year shall be set by the Board by October 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.

(a) There shall be an annual membership meeting each year at such date, time and place as may be designated by the Board.

(b) Special meetings of the members may be called by the president, the Board or on written, electronic request endorsed by 25 percent of the Corporation members.

(c) Notice of the annual meeting shall be given to each member personally by mail, electronic mail or other mode of written transmittal at least 30 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.

(d) A quorum for membership voting is 51 percent of the voting members eligible to participate in such vote.

ARTICLE III – OFFICERS AND BOARD OF DIRECTORS

Section 1. Powers. Subject to the provisions of the Nonprofit Mutual Benefit Corporation Law of the State of California (as now in  effect or as may hereafter be amended, the “California Nonprofit Law”) and the restrictions and obligations set forth these Bylaws,  and PRSA National’s bylaws, member code of ethics, and applicable policies and procedures, the affairs of the Corporation shall be managed and all powers of the Corporation shall be exercised by the Board, or if delegated, under the direction of the Board. The Board shall set compensation and benefits for key personnel and contractors.

Section 2. Number of Directors and Qualification. Directors shall be members in good standing with the Corporation and PRSA National. The Board shall consist of at least seventeen (17) directors and no more than twenty-five (25) directors.

Section 3. Elections. Directors and officers, except for the president and past president as specified below, shall be elected by the Corporation membership by ballot (electronic or printed) for a term of one year, beginning January 1 and ending when their successors are elected and installed.

The election process includes:

(a) Nominating Committee of no fewer than three (3) members who are appointed by the Executive Committee, with the approval of the Board by September 15 each year, shall be responsible for reviewing nominees recommended by the next President and presenting the approved or modified slate to the Board. Nominating Committee shall include at least one member who is Accredited in Public Relations (“APR”) and one member who has served on the Board within the past five years and/or one who has either served as President or on the Executive Committee.

(b) Slate of Nominees approved by Nominating Committee shall be presented to the Board for approval no later than October 1 each year.

(c) The Nominating Committee’s Slate of Nominees must be approved by the board no later than October 20 each year.

(d) Board approved slate of nominees is sent to general membership by November 1 each year by email or printed communication. Additional nominations, if any, must be submitted to the Corporation executive director within one week following, November 8, 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.

(e) If one or more additional nominations are received, the Nominating Committee will review nominees and make recommendations for approved or modified slate to the Board for voting no later than November 15. The Board must approve no later than November 22.

(f) Election results shall be published by December 1.

(g) Extenuating circumstances may be the basis for an extension of any of the above due dates with Board approval.

Section 4. Chapter Officers / Executive Committee. Officers shall be members in good standing with the Corporation and PRSA National. The officers of the Corporation shall be a president, president-elect, up to two vice presidents, secretary, treasurer and past president. These officers shall be recognized as the Executive Committee, and the Board delegates to the Executive Committee authority to act as set forth in these Bylaws. The officers shall be elected 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 Corporation and of the Board. They shall appoint all committees and shall be an ex-officio member of all committees. The president shall perform all other duties incidental to the office of president.

Section 6. Past President. The president shall immediately succeed to the position of past president upon expiration of the president’s term of office. This is a voting position.

Section 7. President-Elect. The president-elect shall assist the president, perform all duties incidental 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 in the event of the death, resignation, removal, or incapacity of the president. The president-elect shall be an individual who has served on the Board for a minimum of three years, one of which must be in an executive committee role. The minimum three-year requirement may be waived if a qualified candidate cannot be found to serve, or if the Board determines that an individual’s experience and contributions to the chapter demonstrate equivalent qualification.

Section 8. Secretary. The secretary shall keep records of all meetings of the Board, 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 these Bylaws, and bring to the Board’s attention any required amendments. The Board may appoint a designee, such as the Executive Director, to assist the secretary in the performance of these duties.

Section 9. Treasurer. The treasurer supported by the executive director shall receive and deposit all Chapter funds in the name of the Corporation, in a bank or trust account selected and approved by the Board. They shall issue receipts and make authorized disbursements by check after proper approval by the president or board. They shall prepare the Corporation’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 may appoint a designee, such as the Executive Director, to assist the treasurer in the performance of these duties.

Section 10. Assembly Delegates. The PRSA Leadership Assembly Delegate(s) shall serve as the Corporation’s representative(s) at meetings of the PRSA Leadership Assembly, and as a liaison between PRSA National and the Corporation. The Corporation president and/or president-elect or their designee shall serve as a PRSA Leadership Assembly delegate. Each additional delegate shall be appointed by the Board, the president, or the Executive Committee for a term of one year beginning January 1 and ending when their successor is elected/appointed and installed. To be eligible to serve as a PRSA Leadership Assembly Delegate, candidates must be a current member of the Corporation’s board in good standing with a minimum of one year service on the Board.

Section 11. Vacancies. In the event of (1) death, resignation, removal or expulsion of any officer or director, other than the president who shall be succeeded by the president-elect or (2) an increase in the authorized number of directors, vacancies on the Board may be filled by the president and must be ratified by a majority vote of the Board members eligible to vote. Vacancies may be filled for the un-expired term of such officer or director, or until the next annual election.

Section 12. Removal or Resignation.

(a) Any board member who misses more than three consecutive board meetings, without providing advance notice, may be given written notice of dismissal by the Corporation president and replaced in accordance with Section 11 above. (b) Any board member 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 Board member proposed to be removed or (3) unanimous recorded vote by the Executive Committee. Any board member 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.

(c) Any director or officer may resign at any time by providing written notice to the Board and turning over all books, records, intellectual property and work products that are property of the Corporation

(d) 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 director position. Reassignments require an affirmative vote by three quarters of the remaining board members.

Section 13. Board Meetings. There shall be at least eight meetings of the Board annually at such times and places as it may determine. It shall meet at the call of the president or executive committee or upon request and call of any three directors. Notice of each board meeting shall be given personally by mail, electronic mail, telephonic or voice recording or other mode of written transmittal to each director at least seven days prior to the meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, subject to the provisions of the California Nonprofit Law, including without limitation those provisions relating to (i) approval of contracts or transactions in which a Director has a direct or indirect material financial interest, (ii) appointment of committees, and (iii) indemnification of directors. Proxy voting is prohibited at board meetings.

Section 14. Conduct of Meetings. Meetings of the Board shall be presided over by the President of the Corporation or, in their absence, by a Vice President of the Corporation or, in the absence of each of these persons, by a chairperson chosen by the President. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in their absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

Section 15. Quorum. Fifty-one percent of the directors in office shall constitute a quorum for all meetings of the Board and for the transaction of business.

Section 16. Compensation and Reimbursement. No director or elected officer of the Corporation 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.

Section 17. Standard of Care.

(a) General. As specified in Section 5231 of the California Nonprofit Law, a director shall perform the duties of a director, including duties as a member of any committee of the Board upon which the director may serve, in good faith, in a manner that such director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like situation would use under similar circumstances. In performing his/her duties, a director shall be entitled to rely on information, opinions, reports or statements including financial statements and other financial data, in each case prepared or presented by:

(i) One or more officers, advisors or employees of the Corporation whom the director believes to be reliable and competent in the matters presented;

(ii) Legal counsel, independent accountants or other persons as to matters which the director believes to be within such person’s professional or expert competence; or

(iii) A committee of the Board upon which the director does not serve that is composed exclusively of any combination of  directors, persons described in Section 17(a)(i) or persons described in Section 17(a)(ii), as to matters within its designated  authority, which committee the Director believes to merit confidence, so long as in any such case, the Director acts in good faith,  after reasonable inquiry when the need therefore is indicated by the circumstances, and without knowledge that would cause such  reliance to be unwarranted.

(b) A person who performs the duties of a director in accordance with the foregoing shall have no liability based upon any failure or alleged failure to discharge that person’s obligations as a director, including, without limiting the generality of the foregoing, any actions or omissions which exceed or defeat the charitable purposes to which the Corporation, and assets held by it, are dedicated.  Furthermore, pursuant to Sections 5239 and 5047.5 of the California Nonprofit Law, and subject to any conditions set forth therein, there shall be no personal liability to a third party for monetary damages on the part of a volunteer director or officer of the Corporation, caused by the director’s or officer’s negligent act or omission in the performance of that person’s duties as a director or officer.

Section 18. Non-Liability of Directors and Officers. Unless required by the California Nonprofit Law or any other applicable law, the directors, officers and employees of the Corporation shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section 19. Indemnification by Corporation of Directors, Officers, Employees and Other Agents. The Corporation shall indemnify directors, officers, employees and other agents of the Corporation to the maximum extent permitted by law, including without limitation Section 5238 of the California Nonprofit Law.

Section 20. Insurance for Corporate Agents. The Board may authorize the purchase and maintenance of insurance on behalf of any  agent of the Corporation (including without limitation a director, officer, employee or other agent of the Corporation) against any  liability other than for violating provisions of law relating to self-dealing (Section 5233 of the California Nonprofit Law) asserted  against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would  have the power to indemnify the agent against such liability under Section 5238 of the California Nonprofit Law.

Section 21. Prohibited Transactions.

(a) Loans. The Corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer; provided, however, that the Corporation may advance money to a director or officer of the Corporation for expenses reasonably anticipated to be incurred in performance of the duties of such officer or director so long as such individual would be entitled to be reimbursed for such expenses absent that advance.

(b) Excess Benefit Transactions. Except as provided in Section 21(c) below or any other applicable law, the Board shall not approve an excess benefit transaction.

(c) Approval. The Board may approve a transaction in which the Corporation is a party and in which one or more of the Directors has  a material financial interest (a “excess benefit transaction”) if the Board determines that the transaction is undertaken for the  Corporation’s own benefit and is fair and reasonable to the Corporation, and the Board, after reasonable investigation under the circumstances, determines that the Corporation could not have obtained a more advantageous arrangement with reasonable effort  under the circumstances. Such determinations must be made by the Board, in good faith, with knowledge of the material facts concerning the transaction and the director’s interest in the transaction, and by a vote of a majority of the directors then in office, without counting the vote of the interested director(s).

ARTICLE IV – COMMITTEES

Section 1. Appointment and Dissolution of Committees. Excepting the Executive Committee, the president may appoint and dissolve committees to carry on the affairs of the Corporation 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.

With respect to any APR committee established by the president, the director must be a member in good standing that holds Accredited status.

Section 2. Meetings and Committee Reports. Meetings and actions of committees shall be governed by the provisions of these Bylaws concerning meetings and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be set either by Board resolution or by resolution of the committee. The director of each committee shall report its activities regularly to the Board. All committee activities shall be subject to approval by the chairman of each committee.

ARTICLE V – AMENDMENTS

Section 1. Bylaws. These Bylaws may be amended by majority vote of the Board.

Section 2. Articles of Incorporation. The Articles of Incorporation may be amended by majority vote of the Board.

ARTICLE VI – MISCELLANEOUS

Section 1. Charter. The Corporation, its officers, directors, and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by PRSA National.

Section 2. Books, Records, Intellectual Property and Work Products. The Corporation must keep books and records of its financial accounts, meetings minutes, and membership list with names and addresses. The Corporation will make its books and records available to PRSA National at any time. All member/participation lists, documents, files, creative assets and intellectual property (aka work products) created by Board Members and Chapter members serving on committees related to chapter business are the property of the Corporation. A copy of all member/participation lists, documents, files, creative assets and intellectual property (printed or electronic) must be provided to the executive director at the completion of a project or by the committee chairperson(s) before the end of the fiscal year.

Section 3. Annual Report. In addition to any other document or report required to be submitted to PRSA National, Corporation will submit an annual report, not later than one hundred and twenty (120) days after the close of the Corporation’s fiscal year, to PRSA National and to all directors of the Corporation, which shall contain the following information in appropriate detail:

(a) The assets and liabilities, including trust funds, of the Corporation as of the end of the fiscal year;

(b) The principal changes in assets and liabilities, including trust funds, during the fiscal year;

(c) The revenue or receipts of the Corporation, both unrestricted and restricted to particular purposes, for the fiscal year;

(d) The expenses or disbursements of the Corporation, for both general and restricted purposes, during the fiscal year;

(e) Any transaction during the previous fiscal year involving more than ten thousand dollars ($10,000.00), individually or in the aggregate, between this Corporation (or any parent or subsidiary) and any director, officer or holder of more than 10 percent of the voting power of the Corporation (or any parent or subsidiary) in which such director, officer or holder had a direct or indirect material financial interest, as required by Section 6322 of the California Nonprofit Law. The report must disclose the names of the interested persons involved in such transaction, stating such person’s relationship to the Corporation, the nature of such person’s interest in the transaction, and, where practicable, the amount of such interest; and

(f) The amount and circumstances of any indemnification or advances aggregating more than ten thousand dollars ($10,000.00) paid during the previous fiscal year to any officer or director of the Corporation, as required by Section 6322 of the California Nonprofit Law.

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 Corporation.

Section 5. Assets of Chapter and Dissolution. No member of the Corporation has any interest in, or right or title to the Corporation’s assets. Should the Corporation liquidate, dissolve or terminate in any way, all assets remaining after paying the Corporation’s debts and obligations shall be transferred to PRSA National or, in the event that PRSA National ceases to exist, to such organizations

organized and operated exclusively for charitable, educational, religious or scientific purposes and exempt under Section 501(c)(3) the Code, or any corresponding provisions of any subsequent federal tax laws, as the 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 Corporation.

Section 6. Non-Discrimination. In all deliberations and procedures, the Corporation will subscribe to a policy of non-discrimination on the basis of race, religion, disability, sex, sexual orientation, gender identity (including gender expression), age, color, national origin, marital status or family/parental status.

Section 7. Execution of Instruments, Deposits, and Funds.

(a) Execution of Instruments. The Board, except as otherwise provided in these Bylaws, may authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

(b) Checks and Notes.  Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, the Board may authorize any officer to sign checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation, provided that any such checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation over $1000 shall be signed by the Treasurer and countersigned by the President of the Corporation and another member of the Executive Committee of the Corporation. Evidence must be a signature form of the three signers either in physical or digital form. Additionally, an invoice must be presented to the Treasurer for any payment.

(c) Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board may select.

Section 8. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year.

Section 9. Remote Communications. To the extent permitted by law, and as determined appropriate by the Corporation president, any person participating in a meeting of the membership, board, or committee of the Corporation may participate remotely by means of telephonic/video connection 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.

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of Public Relations Society of America Los Angeles Chapter, a California nonprofit mutual benefit corporation (the “Corporation”), that the foregoing is a true and correct copy of the Bylaws of the Corporation and that such Bylaws were duly adopted by the Board of Directors of the Corporation on the date set forth below.

Dated: January 5, 2022