PD2

Bylaws and Governance

The chapter’s bylaws were amended in September 2016.

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 be to 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, as determined in accordance with the Society’s bylaws, and who are in compliance with Chapter financial obligations.

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 granted if 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”) set in accordance with Section 5. Any payments by a member to the Society do not mitigate such member’s financial obligations to the Chapter.

Section 4. Resignation or Termination of Membership.

  1. Any member whose Chapter financial obligations are unpaid for thirty (30) days shall not be in good standing and the member’s rights to vote, hold office or enjoy other privileges of Chapter membership shall be suspended until those financial obligations are paid in full, provided that at least fifteen (15) days before the suspension the vice president of membership, or another person to whom the vice president of membership has delegated the responsibility, has sent an email warning to the member of the date the suspension will occur if the member’s financial obligations are not paid in full before then.
  2. Membership shall be automatically terminated by the vice president of membership, or another person to whom the vice president of membership has delegated the responsibility, without action by the board when the Chapter member’s membership in the Society has been terminated for any reason, including non-payment of national or Chapter dues. Membership shall also be so terminated for failure to pay applicable Chapter financial obligations for more than sixty (60) days, provided that at least fifteen (15) days before the termination the vice president of membership, or another person to whom the vice president of membership has delegated the responsibility, has sent an email warning to the member of the date the termination will occur if the member’s financial obligations are not paid in full before then.
  3. A member may resign by submitting a written resignation.
  4. 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.
  5. A member who has resigned or whose membership has been terminated may be reinstated by a vote of the board, after meeting all financial obligations.

Section 5. Dues. The amount of Chapter dues shall be fixed annually by the executive committee of the board. The executive committee may also fix fees and other charges as additional member financial obligations.

Section 6. Membership Meetings.

  1. There shall be an annual membership meeting at which elections shall be conducted no later than November 1 at such date, time and place as may be designated by the board.
  2. In addition to the annual meeting, there shall be regular membership meetings at least two (2) times a year at such times and places as may be designated by the board.
  3. Special meetings of the Chapter may be called by the president, by the board or by 25 percent of the Chapter members.
  4. Notice of the annual meeting shall be given to each member at least thirty (30) days prior to the meeting. Notice of a regular meeting or special meeting shall be given to each member at least ten (10) days prior to the meeting. If in the judgment of the executive committee weather or other emergency conditions require postponement of an annual, regular, or special meeting of which notice has been given, it may reschedule the meeting by giving each member notice of the cancellation of the original meeting as far in advance of its originally scheduled time as is reasonable in the circumstances and notice of the rescheduled meeting at least five (5) days prior to the rescheduled meeting. Notice must include the date, time, and place of a meeting, and in the case of a special meeting its purpose.
  5. Members present in person or by proxy shall be counted to determine the presence of a quorum. 75 members shall constitute a quorum.
  6. Voting at any membership meeting may be done in person or by proxy. Each voting member shall have a single vote. No member can hold more than five (5) proxies for a specific vote. A member may give another member his/her proxy in writing for only one meeting at a time. A majority of the members voting in person or by proxy where a quorum is present carries an action.
  7. The board may submit an issue for a vote by members without a meeting. In doing so, the board shall specify: a) whether the vote is to be by secret ballot or not; b) the specific means by which the vote is to be conducted, which may be by postal or other delivery, facsimile, electronic mail or any other electronic means; c) the custodian to whom the votes are to be submitted whose duty will be to hold them securely until they are provided to the tellers for counting; d) the tellers who are to count the votes, including a chair of the tellers; and e) the deadline for the secretary to send all members voting instructions and the deadline by which votes must be received in order to be counted, which shall not be less than thirty (30) days after the voting instructions are sent. The result of the vote shall be announced at the next membership meeting, before which it shall be the duty of the tellers to complete counting the votes. For such a vote to be effective, the votes received must number enough to constitute a quorum at a membership meeting. The board may adopt special rules of order, consistent with the bylaws, further specifying details governing the conduct of a vote by members without a meeting.

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, director-at-large and committee chairs. All directors shall be members in good standing with the Chapter and the Society. Officers and the director-at-large will constitute the executive committee as defined in Section 3. Members of the board can participate in all discussions and debates, propose motions, and vote on new members, approving Chapter delegates and representative to PRSA conferences and events, issuing Requests for Proposals (RFPs), approving topics and speakers for Chapter events, setting the date for the Virginia Public Relations Awards, selecting the location for Chapter events, approving the Chapter’s official position on issues and on all other matters these bylaws specifically authorize to be done by the board. All other matters will be voted on by the executive committee, including personnel and financial decisions.

Section 3. Executive Committee. 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 executive committee shall consist of the chapter officers and the director-at-large. Officers shall serve a term beginning at the close of the meeting at which they are installed and ending when their successors take office. No officer shall be eligible to succeed himself/herself in the same office. No person shall be eligible simultaneously to hold more than one office, except the secretary and treasurer when combined by the board.

The nomination and election process of Chapter officers includes:

  • At the board meeting held in April, a nominating committee — as prescribed in Article IV, Section 1 — shall be announced by the president. It shall be the duty of this committee to nominate candidates for officers to be elected at the annual meeting.
  • The report of the nominating committee shall be submitted, in writing, to the membership at least thirty (30) days prior to the annual meeting.
  • Any ten (10) members in good standing may submit to the secretary, in writing, a petition nominating other candidates for one or more officer positions at least fifteen (15) days prior to the annual meeting. At least ten (10) days prior to the annual meeting, the secretary shall submit to the membership in writing the names of all candidates nominated by nominating petition, together with the names of all candidates nominated by the nominating committee, listed by the position for which each was nominated.
  • The election of officers shall take place at the annual meeting except that the president, upon expiration of the term of office, shall automatically be succeeded by the president-elect. If there are officer positions for which no nominations have been submitted either by the nominating committee or by nominating petition, members may nominate candidates for those positions from the floor prior to actual voting.
  • Officers are elected by a majority of members voting in person or by proxy at the annual meeting. Elections shall be by ballot unless there is only one nominee for a position, in which case the nominee shall be declared elected by acclamation.
  • Officers elected at the annual meeting shall be installed at the November meeting.
  • No more than two members of any firm or organization shall be eligible to be elected at any one annual meeting to serve as officers at the same time, nor may a vacancy be filled with someone whose election would result in more than two members of the same firm or organization serving as officers at the same time. If an officer changes jobs that results in more than two members from the same firm serving as officers at the same time, he/she will not be required to resign as an officer during his/her existing term only.

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 and any disciplinary committees, unless otherwise provided by the board. The president shall perform all other duties incident to the office of president, including representing 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 and 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 if the Chapter is entitled to two or more delegates. The president-elect shall also serve as the Chapter’s parliamentarian.

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, of the executive committee 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 of 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 of 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 or his/her designee shall serve as the first PRSA Leadership Assembly delegate. When the Chapter is entitled to a second delegate, the president-elect or his/her designee shall serve as that delegate. Each additional delegate shall be appointed by the Chapter board for a term of one (1) year beginning January 1 and ending when his/her successor is appointed. The president may appoint an alternate or alternates for the first delegate position; if the Chapter is entitled to a second delegate, the president-elect may appoint an alternate or alternates for that delegate position; and if the Chapter is entitled to additional delegates, the Chapter board may appoint alternates for those additional delegate positions. 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 incapacity of any board member, 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.

Section 13. Removal or Resignation.

  1. Any board member who misses more than two consecutive board meetings without an excuse acceptable to the board may be removed by a majority vote of the board.
  2. Any officer may be removed by: (1) majority vote at a membership meeting, or (2) a majority of the entire membership of the board, excluding the officer proposed to be removed. Any officer proposed to be removed shall be provided with thirty (30) days 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 at the meeting at which the removal is considered.
  3. Any board member may resign at any time by providing written notice to the secretary.
  4. 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 each calendar year at such times and places as it may determine. It shall meet at the call of the president or upon call of any three board members. Notice of each meeting of the board shall be given to each board member at least seven (7) days prior to the meeting. Proxy voting is prohibited at board meetings. In accordance with the statute under which PRSA is incorporated, adoption of a main motion and any election by the board requires the affirmative vote of a majority of the board members present.

Section 15. Quorum. A majority of board members in office shall constitute a quorum for all meetings of the board.

Section 16. Compensation and Reimbursement. No board members 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 Meetings. The executive committee shall be empowered between meetings of the board to exercise its authority, except that it may not alter a decision of the board without specific authorization by the board to do so. It shall meet at the call of the president or upon call of any one (1) member of the executive committee upon 24 hours’ notice. When the executive committee meets separately from meetings of the board, committee chairs may not attend, make motions or debate except as specifically requested by the executive committee

ARTICLE IV – COMMITTEES

Section 1. Appointment and Dissolution of Committees. There shall be three standing committees: Professional Development, Awards, and Membership. The board may appoint and dissolve other 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 nominating committee shall consist of the immediate past president, unless the immediate past president is unavailable. If the immediate past president is unavailable, the president shall nominate members of the nominating committee, which must be approved by the board. All committees established under this section shall be subject to the authority of the board. The chair of a committee shall select members of that committee as needed.

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 – ADMINISTRATIVE PROCEDURES

Section 1. Chapter Administrator. The Chapter shall contract with a chapter administrator. The roles and responsibilities of the chapter administrator will be in accordance with a chapter administrator job description which must be approved by a majority vote of the executive committee. Any revisions to that description must also be approved by a majority vote of the executive committee.

Section 2. Website Administrator. The chapter shall contract with a website administrator. The roles and responsibilities of the website administrator will be in accordance with a website administrator job description which must be approved by a majority vote of the executive committee. Any revisions to that description must also be approved by a majority vote of the executive committee.

Section 3. Performance Reviews. The chapter administrator and website administrator will both undergo annual reviews in November. A Performance Review Board consisting of the chapter president, president-elect and immediate past-president will meet separately with the chapter administrator and website administrator to discuss his/her duties, performance and any other matters deemed necessary.

Section 4. Compensation. Annually, the president shall recommend the compensation for the chapter administrator and website administrator. The executive committee shall either approve the recommendation or set different compensation.

ARTICLE VI – PROCEDURES

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 executive committee or board 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.

Section 9. Notice of Meetings; Waiver. Any notice required under these Bylaws may be given personally, by mail, electronic mail or other mode of written transmittal. If mailed, the notice shall be addressed to each person at such person’s address as it appears in the records of the Chapter. Notice may be waived by a signed written waiver by the person waiving such notice, or by attending a meeting without protesting the lack of notice.

Section 10. Parliamentary Authority. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws, the Bylaws of the Society, any special rules of order the Chapter may adopt and any statutes applicable to this organization that do not authorize the provisions of these bylaws to take precedence.

ARTICLE VII – AMENDMENTS

These bylaws may be amended through approval of the amendment(s) by all three of the following:

  • the Chapter’s board;
  • a majority of the members present in person or by proxy at any membership meeting provided at least thirty (30) days’ notice has been given to all members of any proposed amendment(s) and
  • the Society’s board.