PRSA Rochester Bylaws

BYLAWS
PUBLIC RELATIONS SOCIETY OF AMERICA (PRSA)
ROCHESTER CHAPTER
Updated: 09/14

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ARTICLE I — NAME
The name of this non-profit, professional and educational organization shall be the Rochester Chapter of the Public Relations Society of America, Inc.

ARTICLE II — OBJECTIVES
The objectives of this organization shall be:
—to promote the public welfare through the advancement of the public relations profession in general and of this organization in particular.
—to promote and maintain high standards of ethics, service, and conduct among members of this organization and in the profession generally.
—to provide opportunity for research, discussion, and study of the problems, policies, practices, and techniques of the public relations profession.
—to disseminate information that may enhance or improve the professional knowledge, standards, ethics, and standing of the membership.

ARTICLE III — MEMBERSHIP
Membership in the Public Relations Society of America (PRSA) is a pre-requisite for membership in the Rochester Chapter.

Should any members of the Rochester Chapter cease to be eligible for membership in accordance with the requirements of the Society, they shall automatically be dropped from the Chapter, and all rights, title, and interest in the property of the Society or the Rochester Chapter shall cease.

Members may be censured, suspended, or expelled from the society or from the Rochester Chapter only in accordance with the provisions of the bylaws of the society.

Any member of the Chapter who is eligible for retirement status may be recommended for such status by the Chapter's board of directors in accordance with provisions of the bylaws of the society. Such individuals will not be expected to pay Chapter dues.

Suppliers to the public relations industry may qualify for Affiliate Membership in the Chapter, subject to favorable review of an application by the Membership Chair and approval by the board of directors. Affiliate members receive limited benefits, including the ability to serve on committees, but they have no voting privileges and they are not eligible for election to any office or to serve as a committee chair. Affiliate membership is granted to individuals, not to the business or organization that employs them. Dues for affiliate members shall be set annually by the Chapter's board.

ARTICLE IV — DUES
The Chapter's fiscal year shall be the calendar year, and the amount of dues shall be fixed each October by the Chapter board of directors.

Chapter members failing to pay their national dues are no longer eligible to remain members of the Chapter even if Chapter dues have been paid. At such time as national dues are paid, provided the lapsed time is not greater than one year, reinstatement in the Chapter may occur immediately. If the lapsed period is greater than one year, re-application is necessary for membership in the same manner provided for new national members.

ARTICLE V — BOARD OF DIRECTORS
The governing body of the Chapter shall be its board of directors made up of twelve members, including, ex-officio, the president, president-elect, immediate past president, two Chapter delegates, and the ethics officer. Each of the remaining six directors will be elected to three-year terms by the Chapter membership in the appropriate numbers each year. The Chapter delegates are elected every three years by the membership, and the president-elect is elected every year by the membership. The ethics officer is appointed by the board of directors to serve a three-year term.

The Nominating Committee must review current Board members' status to determine whether or not they continue to be members in good standing. Board members may succeed themselves for one new term with no interim period. An interim period shall comprise a minimum of one year, after which a former board member may be eligible for re-election, or re-appointment to fill an expired term.

A nominating committee of at least three Chapter members — at least one of whom is the immediate past president and at least one of whom is accredited — shall be appointed annually by the Chapter board. The committee shall develop a ballot of candidates in a manner that ensures an opportunity for members to place names on the ballot. Candidates for expiring directorships and for the office of president-elect must be announced at least thirty (30) days prior to the annual election.

The members of the new board shall meet each December to elect a secretary and a treasurer from among the directors who will be in office during the ensuing year. The secretary and treasurer shall take office January 1, at the same time the new board takes office.

In the event of a mid-term vacancy on the board of directors, the remaining directors shall elect a successor to serve for the rest of the year; the Chapter membership shall elect a director to complete the rest of the unexpired term of the individual being replaced at the next scheduled election. Thereafter such successor shall be eligible to serve two, three-year terms.

Any Chapter director who misses three or more consecutive board meetings without an excuse acceptable to the board, upon review and action by that body, is subject to dismissal as a board member by the Chapter president, and replaced by appointment as provided for in Article V, Section 5. Notice of dismissal of a Board member must be communicated to that individual in writing.
The Chapter board of directors shall have veto power over the acts of any Chapter officer or committee.

ARTICLE VI — OFFICERS
Officers of the Chapter shall be chosen by the incoming board of directors from among its own members at a December meeting annually. All officers shall hold office for a term of one year beginning the following January 1 and continuing until their successors are elected and installed. Officers who have held an office for two successive terms shall not be eligible to succeed themselves in the same office. Other than president-elect, officers shall not automatically succeed to the next higher post or office.
Chapter officers and their duties shall be:

President — shall be the chief executive officer; shall preside at all meetings of the board of directors and of the Chapter; shall nominate all standing and special committees for appointment by the Chapter board of directors; and shall be ex-officio member of all Chapter committees except the Nominating Committee.

President-Elect — shall, in the event of the inability of the president to act, perform all duties of the presidency. The president-elect provides guidance and coordination to the program and professional development committees. The president-elect shall succeed to the office of president for the year immediately following the term as president-elect.

Treasurer — shall provide safekeeping for, and shall keep records on, all Chapter funds and shall make a full and detailed financial report to members annually, at the annual member business meeting. Any member may request a copy of the year-to-date financial statement or fiscal update from the treasurer at any time. The treasurer shall collect all Chapter dues and disburse Chapter funds after proper approval by the Chapter president and/or the Chapter board of directors and perform such other duties as are customarily assigned to this office.

Secretary — shall keep records of meetings, handle Chapter correspondence, serve as custodian of important Chapter documents and perform such other duties as are customarily assigned to this office.

Chapter Delegates - Chapter Delegates shall serve as the Chapter's representatives to the PRSA Assembly. The delegates shall be elected by Chapter members to serve a three-year term and may serve a second term; the number of delegates will be based on the standards of the national organization. Chapter delegates must present a formal report to the Board at its first meeting following any meeting of the assembly, and delegates shall report to the membership through written and verbal communications and other channels, as appropriate. It shall be the policy of the Chapter to pay up to $750 to cover expenses of each delegate to attend the assembly, subject to prior board approval and Chapter financial considerations.

Ethics Officer — The Chapter board of directors will appoint an Ethics Officer who will serve on the board ex-officio. The Ethics Officer shall serve a three-year term and is eligible for re-appointment to a second three-year term. The Ethics Officer is responsible for implementation of all ethics education activities at the local level, including

• a Code of Ethics orientation for each new member,
• overseeing Ethics Month activities,
• managing the annual Code of Ethics professional development program, and identifying College of Fellows members and other ethics professionals to provide input for the professional development programs, and
• establishing a locally-based ethics advisory board, if so directed by the Chapter board.

The Ethics Officer shall also review any inquiries or grievances by members concerning ethical practice and behavior and shall attempt to resolve such issues in a manner satisfactory to all parties.

ARTICLE VII — COMMITTEES
There shall be standing committees on: Programming, Membership, Accreditation, PRism Awards, Communications, Diversity, and Young Professionals, Nominating, and a Special Event designee, who will serve as a resource rep to the district conference efforts from a district-wide planning perspective. The Chapter President shall appoint the chairs of each committee, with approval of the board of directors. With similar approval, the president may in a given year combine duties of standing committees. Committee members shall be appointed by the committee chair and/or the president from among the general membership, or as otherwise specified in these bylaws.

Other standing committees may be constituted by the Chapter board of directors by a simple majority vote.

Special Ad Hoc committees may be established and appointed by the Chapter president with the approval of the Chapter board of directors. These committees shall be established for a specific purpose not normally under the accepted function of the standing committees. The duties of the committees shall be determined by the Chapter board of directors at the time the special committee is created.

ARTICLE VIII — ELECTIONS & MEETINGS
Annual Election — The Chapter shall hold an election of president-elect, directors, and Chapter delegates every Fall, around the time of the International Conference and Assembly of the Public Relations Society of America in such a manner as the board of directors may designate, with completion no later than December 31. Thirty (30) days written notice of the annual election and the candidates must be given to the Chapter membership. The election of president-elect, directors, and delegates shall be conducted by electronic communication, or by another process approved by the board of directors and announced in the notice to members.

Chapter Meetings — Chapter meetings shall usually be held monthly at such time and place as designated by the board of directors. At least seven days advance written notice of these meetings shall be given to all Chapter members.

Special Meetings — Special meetings of the Chapter may be called by the president, the board of directors or upon written request by 25 percent (25%) of the Chapter's members, provided at least 10 days written advance notice has been given to all Chapter members.

Meetings of the Board — Regular meetings of the board of directors shall be held at such time and place as it may designate. Seven board members shall constitute a quorum for the conducting of official business. Special meetings may be called by the president or on written request by at least three members of the board of directors, provided at least five (5) days written notice has been given to all members of the Board.

Quorums — Twenty-five percent (25%) of the members of the Chapter shall constitute a quorum for the transaction of business at all meetings of that body.
All meetings of the Chapter and its committees shall be conducted in accordance with Roberts Rules or Order.

ARTICLE IX — HONORARY MEMBERS
On rare occasions, an honorary member may be elected to the Chapter by the Chapter upon recommendation of the board of directors. Such individuals must have once been members of the Chapter and served with distinction, however because of relocation or other circumstances now find it impractical, impossible, or inappropriate to otherwise continue their affiliation.

Such members will have no right to vote in the Rochester Chapter, nor shall they be required to pay dues. They shall be placed on the mailing list and may attend such Chapter meetings as they can.

ARTICLE X — AMENDMENTS
These bylaws may be amended by a majority vote of the membership present at any meeting, providing a quorum is present, and providing at least thirty (30) days notice has been given to all members of any proposed amendment. Amendments adopted in accordance with this procedure will become effective only after approval by the Society's national board of directors.