Chapter By-Laws

PRSA Richmond Bylaws

Bylaws of the Richmond Chapter of the Public Relations Society of America, Inc.

Article I – General

Section 1. Name. The name of this organization is Public Relations Society of America Richmond Chapter (“Chapter”), a chapter of the Public Relations Society of America, 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 the central Virginia area, including the city of Richmond and surrounding counties.

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 beto serve a diverse community of professionals, empowering them to excel in effective, ethical and respectful communications on behalf of the organizations they represent and the constituencies they serve, and advance the careers of its members by providing:

Lifelong learning and professional development.
Vibrant, diverse and welcoming professional communities.
Recognition of capabilities and accomplishments.
Thought leadership, ethics and professional excellence.
Activities that enhance awareness of the public relations profession and serve the public interest.

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 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.

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. Applications for Chapter membership shall be approved by the board of directors. Retired membership may be extended to a Chapter member who is gainfully employed less than 50 percent of the time and has been in good standing for at least five (5) years, provided such individual makes application for such membership to the chapter.

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 payments 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 sixty (60) days, 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.
A member that has been resigned or terminated may be reinstated by approval of the board, after meeting all financial obligations.

Section 5. Dues.The amount of Chapter dues shall be fixed annually by the board. Any member whose Chapter dues are unpaid for sixty (60) days 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 Nov. 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 may be 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 [or by proxy].
Voting at any membership meeting may be done in person or by proxy, with each voting member having a single vote. A majority of the members voting in person or by proxy where a quorum is present carries an action. 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 any other electronic means thirty (30) days prior to scheduled vote.

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 chapter officers and directors-at-large. Directors and officers shall be members in good standing with the Chapter and the Society. The board shall serve a term of one year, beginning Jan. 1 and ending when their successors are elected and installed. The board shall set forth the nomination and election procedures and make such procedures available to the membership. The election process of officers include:

The nominating committee, appointed by the president, shall be required to submit a list of nominees for officers of the board to the president at least ten (10) days prior to the August meeting of the board of directors.
The report of the nominating committee shall be submitted, in writing, to the membership at least ten (10) days prior to the September meeting.
The election of officers shall take place at the September meeting, with members having the privilege of nominating additional candidates from the floor prior to actual voting.
Officers are elected by a majority vote of the members voting in person or by proxy at the September meeting.
Officers elected shall be installed at the annual meeting to be held no later than Nov. 1.
Only one member of any firm or organization shall be eligible to hold elective office during any year.

Section 3. Chapter Officers.The officers of the Chapter shall be a president, president-elect, first vice president, second vice president, third vice president, secretary and treasurer. 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 at its annual meeting for a term of one year, beginning Jan. 1 and ending when their successors are elected and installed. No officer having held an office for two successive terms shall be eligible to succeed himself/herself in the same office. No person shall be eligible to hold more than one office.

Section 4. President.The president shall be the chief executive officer of the Chapter, and preside at all meetings of the Chapter and of the board. He/she shall appoint all committee chairs with the approval of the board and shall be an ex-officio member of all committees except the nominating committee, unless otherwise provided by the board. The president shall perform all other duties incident to the office of president, including serving on PRSA District board as needed and represent the Chapter to outside organizations and news media. The president shall immediately succeed to the position of past president upon expiration of the president’s term of office. The president or his/her designee shall serve as a PRSA Leadership Assembly delegate.

Section 5. 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 attend meetings of the PRSA District, shall be responsible for chapter relations with the Society and other professional associations in the Chapter territory. The president-elect shall immediately succeed to the office of president upon expiration of the president’s term of office, and in the event of the death, resignation, removal, or incapacity of the president. The president-elect or his/her designee shall serve as a PRSA Leadership Assembly delegate.

Section 6. First Vice President (Professional Development). The first vice president shall perform duties assigned by the president and shall serve as chair of the committee responsible for planning professional development programs at chapter meetings.

Section 7. Second Vice President (Awards). The second vice president shall perform duties assigned by the president and shall serve as chair of the committee responsible for planning the awards and recognition programs.

Section 8. Third Vice President (Membership). The third vice president shall perform duties assigned by the president and shall serve as chair of the committee responsible for membership development, recruitment and retention and eligibility.

Section 9. Secretary.The secretary shall keep records of all meetings of the Chapter and of the board, send copies of such minutes to PRSA Headquarters and to the district chair as required, ensure issuance of notices of all meetings, ensure maintenance or cause to be maintained the roll of membership, and perform all other duties customarily pertaining to the office of the secretary or assigned by the president.

Section 10. Treasurer.The treasurer shall ensure receipt 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 prepare the Chapter's budget, make regular financial reports to the board, render an annual financial statement to Chapter membership and perform all other duties incident to the office of the treasurer or assigned by the president. The treasurer and all other officers with power to make disbursements and sign checks shall be bonded at the expense of the chapter.

Section 11. 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 appointed by the Chapter board for a term of one (1) year beginning Jan. 1 and ending when his/her successor is appointed. 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 12. 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 board shall elect a successor who shall take office immediately and serve the balance of the unexpired term, or until the next annual election.

Section 13. Removal or Resignation.

Any director who misses more than two 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 12 above.
Any officer may be removed by: (1) majority of the members voting where a quorum is present, or (2) quorum 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.

Section 14. Board Meetings.There shall be at least four meetings of the board 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 15. Quorum.A majority of the directors in office shall constitute a quorum for all meetings of the board.

Section 16. 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.

Section 17. Executive Committee. An executive committee consisting of the elected officers and immediate past president shall be empowered to conduct the affairs and direct activities of the Chapter between meetings of the board, in accordance with policies established by the board.

ARTICLE IV – COMMITTEES

Section 1. Appointment and Dissolution of Committees. The board may appoint and dissolve committees to carry on the affairs of the Chapter as the board deems necessary or advisable. The board shall determine the duties of any such group, as well as its size and tenure. The president shall appoint chairs of all committees except for those led by vice presidents. The immediate past president shall chair the nominating committee. All committees established under this section shall be subject to the authority of the board.

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 members present at any meeting in which a quorum is present, provided such proposed amendment(s) has been approved by the Chapter's board, and at least thirty (30) 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 board.

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, 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 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 of January 1 to December 31.

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.

PRSA_Richmond Bylaws.pdf 108.22 KB (108220 bytes)

Become a member of the world's largest organization for public relations professionals

Join PRSA Renew

Careers

JOBLink is a searchable job advertisement database that’s dedicated to the fields of public relations and communications, and is free to job seekers. If you’d like to create a listing for the JOBLink database, you’ll need to log in to this website. If you’re not a PRSA Richmond member, simply create a user account in order to gain access.

Add Listing Search JobLink