Orlando Regional ChapterPublic Relations Society of America
 
Bylaws
 
Revisions to BylawsApproved at March 2, 2004, Board Meeting
 
ARTICLE I. NAME
 
Section 1. Name. The name of this nonprofit professional organization shall be the Orlando
 
Regional Chapter, Public Relations Society of America (hereinafter referred to as Chapter).
 
ARTICLE II. Objectives
 
Section 1. Objectives. The objectives of this Chapter shall be to promote and strengthen thehighest standards of service and ethical conduct by all members; to exchange ideas andexperiences as well as collect and disseminate information that may enhance or improve theprofessional knowledge, standards, ethics and standing of the membership; to advance the artand science of public relations and to promote networking opportunities for all members.
 
ARTICLE III. Membership
 
Section 1. Categories of Membership. The categories of membership in this Chapter will beidentical to those identified by the national Public Relations Society of America (herein calledthe Society).
 
Section 2. Eligibility. The eligibility requirements for each category are those determined by theSociety.
 
Section 3. Admission to Membership. Any person admitted to membership in the Society shallbecome a member of the Chapter upon payment of Chapter dues. Each member of the Chaptermust also be a member of the Society.
 
Section 4. Rights and Privileges of Membership. Members of the Chapter have the right toserve as a member of the Chapter’s Board of Directors, to serve on a committee and to sponsorapplications for membership. In accordance with the Society’s Bylaws, only accreditedmembers have the right to serve as the Chapter’s Assembly Delegate, or alternate, and asprofessional advisor to a PRSSA Chapter.
 
Section 5. Continuance of Membership. Members who leave the field of public relationspractice, public relations teaching or public relations administration may continue membership.
 
Section 6. Termination of Membership. Any member who for any reason ceases to be a memberof the Society or is dropped from the Society’s membership shall cease to be a member of theChapter and shall be dropped from the Chapter’s membership.
 
ARTICLE IV. Local Chapter Dues
 
Section 1. Dues. Dues for the calendar year for the respective categories of membership shall befixed by the Chapter’s Board of Directors. Dues shall be payable upon admission tomembership. Dues will be billed and collected by PRSA national annually, based onmembership admission anniversary.
 
Section 2. Non-payment of Dues. Members whose dues are unpaid shall be considered not ingood standing and shall not be listed in the Chapter’s membership directory, Such members shallnot be entitled to vote, hold office or enjoy other privileges of membership. PRSA National shallnotify by mail all such members who are in arrears. Good standing may be resumed on paymentof all arrears of dues prior to termination of membership.
 
Section 3. At the discretion of the Board, the amount of local dues may be adjusted annually.
 
ARTICLE V. Meetings
 
Section 1. Regular Meetings. There shall be at least ten monthly meetings and/or events at suchtimes and places as may be designated by the Chapter’s Board of Directors.
 
Section 2. Annual Meeting. There shall be an Annual Meeting no earlier than October 1 and nolater than December 25 at such time and place as fixed by the Chapter’s Board of Directors forthe purpose of electing Officers and Board of Directors members and the transaction of otherbusiness. This meeting may be incorporated into a regularly scheduled monthly meeting. Underthe direction of the Board, voting for the proposed slate of officers may occur via electronic mail.
 
Section 3. Special Meeting. Special meetings of the Chapter may be called by the Board ofDirectors or on petition signed by at least 25 percent of the members of the Chapter.
 
Section 4. Meeting Notices. Notice of the annual meeting shall be given to all members of theChapter in a timely manner. Notice of the regular or special meetings shall be given to allmembers of the Chapter no fewer than 10 days before such meeting.
 
Section 5. Quorum. A majority of those members present at a meeting or one-third of themembership, whichever is smaller, constitutes a quorum.
 
ARTICLE VI. Officers and Board of Directors
 
Section 1. Composition. The business and affairs of the Chapter shall be managed andcontrolled by a Board of Directors of at least 13 members, consisting of the Officers, who shallbe the President, President-Elect, Vice President and/or Co Vice President-Programs, VicePresident and/or Co Vice President-Membership, Vice President – Administration, VicePresident – Finance, Vice President-Communications, and Vice President-Accreditation;appointed Directors, the designated number of Assembly Delegates; and the Immediate PastPresident.
 
Section 2. Board Meetings. There shall be a monthly meeting of the Board of Directors at suchtimes and places as it may determine. It will happen at the call of the President or upon the callof any three members of the Board of Directors. Notice of each meeting of the Board shall begiven to each Board member at least seven days in advance of the meeting.
 
Section 3. Quorum. A majority of the Board of Directors shall constitute a quorum for allmeetings of the Board.
 
Section 4. Vacancies. Vacancies occurring among the Board of Directors, other than the officeof the President or President-Elect, may be filled for the balance of the unexpired term by theBoard of Directors at any regular meeting or at any special meeting called for that purpose.If the President temporarily is unable to serve, the President-Elect shall act in thePresident’s place. In the event the Presidency becomes vacant for any reason or thePresident temporarily is unable to serve, and the President-Elect is unable to serve, thevacancy will be filled by a current Board member upon a majority vote of the Board. Ifthe President-Elect position becomes vacant for any reason, the President shall requestthat the current Nominating Committee present a recommendation for replacement to theBoard of Directors. The Board of Directors, by majority vote, shall elect a replacement tofulfill the responsibilities of the President-Elect and subsequent succession to thePresidency.
 
Section 5. Removal. A Board of Directors member may, by the affirmative vote of two-thirds ofthe entire Board, be removed from office on the following grounds:
 
(a) Substantial failure to carry out the responsibilities of the position.
 
(b) Censure or suspension for violation of the Code of Professional Standards of theSociety or of these Bylaws.
 
Section 6. Duties of Officers.
 
(a) President. The President shall preside at all meetings of the Chapter and of the Board ofDirectors. It shall be the President’s duty to monitor the activities of the Chapterto make recommendations to the Board of Directors, and tohelp guide the organization to the fulfillment of its goals and mission. ThePresident shall be ex officio member of all committees and chair the nominatingcommittee.
 
(b) President-Elect. The President-Elect shall, in the absence of the President, preside at allmeetings of the Chapter and of the Board of Directors, and shall perform such duties asmay be assigned by the Board of Directors or by the President. The President-Elect shallconvene and lead a strategic planning committee.
 
(c) Vice President-Programs. The Vice Presidents-Programs shall serve as the Chapter’sprogram chairpersons. The Vice Presidents-Programs will be in charge of the program andthe logistics for each meeting and shall perform such other duties as may be assigned tothe Vice Presidents-Programs by the Board of Directors.
 
(d) Vice Presidents-Membership. The Vice Presidents-Membership shall serve as theChapter’s retention and recruitment chairpersons. The Vice Presidents-Membership shallseek to strengthen the Chapter’s membership by recruiting new members and by retainingthose already on the roll and shall perform such other duties as may be assigned to theVice Presidents-Membership by the Board of Directors.
 
(e) Vice President – Administration. The Vice President – Administration shall act assecretary of all meetings of the Chapter and of the Board of Directors, The Vice President– Administration shall keep or cause to be kept the minutes of all Board of Directorsmeetings and after review by the President, will distribute the minutes. The Vice President– Administration shall perform such other duties as may be assigned to the by the Board ofDirectors.
 
(f) Vice President – Finance. The Vice President – Finance. shall perform all duties normallyassigned to a treasurer, subject to the control of the Board of Directors, shall advise withrespect to the preparation of the Chapter’s budget, prepare and distribute monthly financialreports, collect monies at events and meetings and shall perform such other duties as maybe assigned by the Board of Directors.
 
(f) Vice President – Communications. The Vice President-Communications will overseeand coordinate both the internal and external communications produced and distributed toChapter members and the media. The Vice President-Communications also will monitorthe Chapter’s Web site and shall perform such other duties as may be assigned by theBoard of Directors.
 
(g) Vice President-Accreditation. The Vice President-Accreditation will oversee andcoordinate the efforts by eligible Chapter members who desire to achieve their APRstatus. This shall include offering the support and guidance needed to help a candidateprepare for the review panel and the examination.
 
Section 7. Term of Office of Officers. The President-Elect, Vice Presidents-Programs, VicePresidents-Membership, Vice President-Administration, Vice President-Finance, Vice President –Communications, and Vice President-Accreditation shall be elected annually by theChapter and shall hold office for a term of one year beginning January 1 and until theirsuccessors are elected. The President-Elect shall automatically become President after servinga one-year term as President-Elect or in the event that the Presidency becomes vacant for anyreason. No person shall hold more than one office without prior approval of the Board ofDirectors. No officer shall hold the same office for more than two terms in succession.
 
Section 8. Directors. The directors shall serve as counsel to the Chapter Officers and shallperform such other duties as may be assigned to the Directors by the Board of Directors.
 
Section 9. Term of Office of Directors. The term of office of the Directors shall be one year,renewable at the desire of the membership.
 
Section 10. Assembly Delegates. The Assembly Delegates shall serve as the Chapter'srepresentatives to the Assembly of the Society when assembled at an annual or spring meetingas provided in the Society’s bylaws. To be eligible, the Assembly Delegates must beaccredited and must have served at least one year as a Chapter officer or Board member, asprovided in the Society’s bylaws. The Assembly Delegates serve the Chapter as counsel to theOfficers and shall perform such other duties as may be assigned to the Assembly Delegates bythe Board of Directors.
 
Section 11. Term of Office of Assembly Delegates. The Assembly Delegates shall be electedby the Chapter membership at its Annual Meeting for a term of three years and until asuccessor is elected. In accordance with the Society’s bylaws, no Chapter delegate havingserved a full three-year term may serve a succeeding term; however, a person filling anunexpired term be elected for a succeeding full term.
 
Section 12. Immediate Past President. The Immediate Past President of the Chapter shallserve a one-year term as Immediate Past President. The Immediate Past President shall serveas counsel to the Chapter officers and shall perform such other duties as may be assigned tothe Immediate Past President by the Board of Directors.
 
Section 13. Compensation and Reimbursement. No elected officer or Director of the Chaptershall be entitled to any salary. The Board of Directors may reimburse elected Officers,Directors, or the Assembly Delegates for their expenses incurred in connection with theperformance of their duties.
 
Section 14. Other Officers. The Board of Directors may appoint such other officers with suchpowers and duties, as it may deem advisable.
 
ARTICLE VII. Nominations and Elections
 
Section 1. Nominating Committee. There shall be a Nominating Committee of no fewer thanfive members appointed by the President with approval of the Board of Directors at least 60days prior to the Annual Meeting of the Chapter. Outside of the President, no more than oneof the Nominating Committee members shall be an existing Officer. Associate Members arenot eligible to serve on the Nominating Committee.
 
Section 2. Duties. It shall be the duty of the Nominating Committee to make and present tothe Chapter nominations for the offices of President-Elect, Vice Presidents-Programs, VicePresidents-Membership, Vice President-Administration, Vice President-Finance, VicePresident-Communications, Vice President-Accreditation, Directors, Assembly Delegates(when required), and for any other positions requested by the Board of Directors. It shallensure that each nominee has been contacted and agrees to serve if elected.
 
Section 3. Notice to Membership. At least 30 days before the Annual Meeting (see Article V,Section2.) of the Chapter, the Secretary shall distribute to all Chapter members the list ofnominees prepared by the Nominating Committee.
 
Section 4. Other Nominations. Additional nominations, if any, shall be accepted by theNominating Committee from members up to one week prior to the Annual Meeting providedthe nominees have been contacted and agree to serve if elected.
 
Section 5. Elections. Officers, Directors and the Assembly Delegates shall be elected at theAnnual Meeting of the Chapter. Election shall be by majority vote of the members in goodstanding who are present. In the event of contested elections, a printed secret ballot shall bedistributed to voting members present. A voice vote shall suffice in non-contested elections.
 
ARTICLE VIII. Financial Provisions
 
Section 1. Fiscal Year. The fiscal year of the Chapter shall be the calendar year.
 
Section 2. Indemnity. Any person made, or threatened to be made, a party to any action orproceeding, whether civil or criminal, by reason of the fact that the person, his or her testatoror intestate, is or was an Officer, Director or Assembly Delegate of the Chapter or serves orserved any capacity at the request of the Chapter shall be indemnified by the Chapter, and theChapter may advance related expenses, to the fullest extent authorized or permitted by law.
 
ARTICLE IX. Boards, Committees, Task Forces
 
Section 1. Standing Committees. In addition to the Nominating Committee, there shall bestanding committees for Professional Development, Ethics, Web site, Job Bank, CommunityService, and Diversity. The duties, size, and tenure of the committees shall be determined bythe Board of Directors and subject to the control of the Board.
 
Section 2. Special Committees. The Board of Directors may appoint such committees andtask forces, as the Board may deem necessary or advisable for the conduct of the affairs of theChapter. The duties of any such group, its size and tenure shall be determined by the Board ofDirectors. All committees and task forces shall be subject to the control of the Board ofDirectors.
 
ARTICLE X. Code of Professional Standards
 
Section 1. Obligation of Members. The Assembly of the Society shall have power to adopt aCode of Professional Standards for the Practice of Public Relations (herein called the Code)and amendments thereto. All members of the Society and the Chapter shall, by virtue of theirmembership therein, be bound by the Code as the same may be amended from time to time,and shall be obligated to comply with procedures for the enforcement of the Code asprescribed in the Society’s Bylaws.
 
ARTICLE XI. Amendments
 
Section 1. These Bylaws may be amended by a two-thirds vote of the members present at anymeeting at which a quorum is present, provided such proposed amendment(s) has beenapproved by the Chapter’s Board of Directors and at least 30 days notice has been given to allmembers of any proposed amendments(s). Amendments adopted in accordance with thisprovision become effective only after approval by the Society’s National Board of Directors.
 
Bylaws Rewritten in 1987
 
Past Presidents’ Council Review: April 1993
 
Chapter Approval: October 1987
 
Board of Directors Approval: September 1993
 
As Amended: October 1988
 
Chapter Approval: October 1993
 
Reviewed: February 1989
 
National Approval:
 
National Approved: October 1989
 
Revised: December 1991