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ARTICLE I NAME &
HEADQUARTERS
Section 1. The name of this organization shall be the Orlando Area Chapter of
the Florida Public Relations Association, Inc., which is a 501 C6 corporation
not-for-profit, organized and existing under the laws of the State of Florida.
Section 2. The headquarters of the Chapter shall be determined by the Board of
Directors. The president shall be the agent for the Chapter and shall reside at
an address and maintain a phone within the area of Florida that the Orlando Area
Chapter serves.
ARTICLE II PURPOSES
Section 1. The objectives of the Chapter shall be to (1) promote the highest
standards of professional public relations ethics; (2) to promote and enhance
the image of the public relations profession throughout the Orlando area and the
State of Florida; (3) to provide a forum for the effective exchange of public
relations knowledge, trends, ideas and innovations; (4) to provide members with
new and direct channels of communication with other public relations
professionals throughout Florida; (5) to promote sincere and credible relations
with all legitimate media, (6) to keep members informed of any actions,
legislative or general, which may be of interest or affect the public relations
profession and (7) to be the local network that helps public relations
professionals do their jobs better.
Article III MEMBERSHIP AND DUES
Section 1. Categories of membership in the Chapter shall be the same as
categories of membership in the State Association.
Section 2. A processing fee charged to all new Chapter members may be
established by the state Board of Directors and be payable to the State
Association.
Section 3. Annual dues shall be established for all categories of membership by
the state Board of Directors and be payable to the state Association. The
Chapter Board of Directors may set charges and fees for individual chapter
activities.
Section 4. All applicants shall complete and sign the application form and
submit it to the Chapter Board of Directors for local approval before it is
forwarded to the state Association for final approval.
Section 5. Refunds: No Association dues, admission or activity fees shall be
refunded to any members whose membership terminates for any reason.
ARTICLE IV MEETINGS
Section 1. A membership meeting of the Chapter shall be held monthly. The
location will be determined by the Chapter’s Board of Directors, which shall
place priority on the convenience of the members. Special events or educational
workshops can be held in conjunction with or in replacement of a regular monthly
membership meeting.
Section 2. The Board of Directors shall meet monthly or at the request of the
president. A majority (51%) of the members of the Board of Directors shall
constitute a quorum at all meetings of the Board. In order to hold a vote a
quorum of the Board members must be present.
ARTICLE V OFFICERS AND DIRECTORS
Section 1. A president, president-elect, secretary, treasurer, assistant
treasurer, vice president of membership, assistant vice president of membership,
directors with portfolios (as defined in Policies and Procedures), and as many
directors-at-large as may be deemed appropriate by the Board of Directors to
reflect current membership, shall be elected annually to the Chapter’s Board of
Directors from eligible members in good standing. The immediate past president
shall automatically serve a one-year term on the Board of Directors. At least
two of these officers and/or directors will be required to attend periodic FPRA
State Board meetings. The bylaws will set forth the duties and responsibilities
of the officers and board and shall be amended and/or supplemented through the
chapter’s policies and procedures.
Section 2. The Board of Directors shall serve as the Chapter’s policy-making
body. It may not authorize expenditures in excess of the current balance in the
Chapter’s treasury.
Section 3. The president shall preside at all meetings of the membership and of
the Board of Directors; attend meetings of the State Association’s Board of
Directors; enforce observance of and adherence to the Bylaws of the Chapter and
the Association and its Articles of Incorporation; appoint all committees, fill
all vacancies on the Board of Directors, should any occur, with the concurrence
of a majority of the Board of Directors, and perform such other duties as the
office shall require.
Section 4. The president-elect shall automatically succeed to the presidency.
The president shall delegate the duties of the president-elect who will perform
the duties of the president in the event of the president’s absence or inability
to serve. The president-elect shall serve as chair of the programming committee
and notify members of the dates, times and places of membership meetings. The
president-elect or his/her designate shall attend all state board meetings.
Section 5. The secretary shall keep a record of the minutes of the membership
meetings and the meetings of the Board of Directors; provide an official address
for the Chapter’s headquarters; and perform such other duties as the office
shall require.
Section 6. The treasurer shall keep accurate records of all monies, debts, and
obligations of the Chapter; receive all monies and deposit same in Chapter
accounts at recognized financial institutions; make required payments, as
approved by the Board of Directors, from Chapter funds; sign checks, drafts,
notes or other orders for payment in the name of the Chapter; give bond, at
Chapter expense if required by the Board of Directors; give an accurate report
of the financial status of the Chapter at each Board of Directors meeting, and,
if so requested, at any membership meeting; coordinate bi-annual review of
checking account; and perform other financial duties designated by the Board of
Directors. At the expiration of his/her term of office, he/she shall deliver to
his/her successor, the assistant treasurer, all books, money and other property
in his/her charge or, in the absence of a successor, he/she shall deliver such
properties to the president. The assistant treasurer is a voting board position
and shall assist the treasurer in the duties outlined.
Section 7. The Vice President of Membership with the help of the Assistant Vice
President of Membership as needed, shall see that accurate records are kept of
all members, and shall prepare a monthly report listing applicants for
membership and their qualifications, to be voted on at the Board Meetings.
ARTICLE VI ELECTIONS
Section 1. Officers and directors of the Chapter shall be elected by negative
option vote and installed at an annual membership meeting in August.
Section 2. Qualifications for office: Any voting member in good standing shall
be eligible for nomination and election to any elective office in the Chapter,
provided he/she has been a member of the State Association for at least one (1)
year. The president-elect shall have served on the Board of Directors for one
year prior to being nominated to this office.
Section 3. Nomination and Election of Officers: In accordance with the procedure
specified, the Nominating Committee, led by the immediate past president, shall
prepare and submit to the members a nomination for each of the officer and
director positions of the Chapter. Any person so nominated shall have given
his/her prior consent to nomination and election to the Board.
Section 4. Preparation of Slate: The Nominating Committee shall prepare a
written slate of candidates for officers and directorships, and shall report
these nominations, in writing, to the Board of Directors no later than the April
board meeting. The secretary will then publish the slate in the May chapter
newsletter, and will note at the end of the list of candidates that additional
nominations may be made by written petition signed by at least fifteen percent
(15%) of the qualified voting members of the Chapter and filed with the
secretary prior to the last day of May. If additional nominations have been
made, they shall be published in the June newsletter. If no additional
nominations are made by the last day of May, the slate published in the May
PRoclaimer shall be accepted by the membership as the duly elected chapter
officers and board. Results of the election shall be announced at the July
chapter meeting, with installation to follow at the annual membership meeting in
August.
ARTICLE VII STANDING AND SPECIAL COMMITTEES
Section 1. Upon assuming office the president shall appoint the following
standing committees:
Nominating Committee: By the February Board Meeting of each year,
the immediate past president shall serve as chairperson of the Nominating
Committee. The immediate past president shall appoint a Nominating Committee
comprising no less than five percent (5%) of the Chapter membership. The
Committee members shall be announced to the membership. The immediate past
president shall gather nominations from the membership in accordance to Article
VI, Elections.
Section 2. The president may appoint other committees in accordance with
policies and procedures or as needed.
Section 3. Committees may determine the dates, times, and places of their
meetings.
Section 4. Committee reports presented at regular membership and board meetings
may be written or oral, except for the Treasurer's and Membership Committee's
reports, which must be written.
ARTICLE VIII FISCAL YEAR AND FINANCES
Section 1. The fiscal period of the Chapter shall be the same as the State
Association fiscal year Bylaws.
Section 2. All checks drawn in payment of Chapter obligations shall be signed by
either the president, the treasurer,, president-elect, or with the approval of
the Board of Directors, another signatory designated by the president. All
checks drawn for $500 or more in payment of Chapter obligations must be
co-signed by either the president, president elect or treasurer. Any or all of
these persons shall give bond, at Chapter expense, if so required by the Board
of Directors.
Section 3. To ensure accountability to our OAC/FPRA board of directors and
members, a bi-annual review of the OAC/FPRA checking account will be performed
by an independent accountant. Any discrepancies will be reported to the current
OAC/FPRA president by the accountant performing the review and resolved with the
current treasurer and/or banking institution. The cost of the review will be
paid for by the Orlando Area Chapter.
ARTICLE IX MAIL BALLOT
Section 1. The Board of Directors may authorize a ballot to be taken by mail,
e-mail, telephone or a combination thereof on any question that might properly
come before any meeting of the membership or the Board.
Section 2. Mail, e-mail or phone ballots may be taken by the secretary by
recording “yes” or “no” for each Board member voting on the question.
Section 3. No questions shall be declared passed by mail, e-mail or phone
ballots unless a majority of all Board members have voted in the affirmative and
the secretary shall have received such affirmative votes within 15 days from the
initiation of the balloting.
Section 4. The action shall be reported at the next regular Board Meeting.
ARTICLE X RULES OF ORDER
Section 1. Unless otherwise provided in these Bylaws, Roberts Rules of Order,
Newly Revised, shall govern in parliamentary matters.
ARTICLE XI BYLAWS AND AMENDMENTS
Section 1. These Bylaws may be amended at any regular or special meeting of the
Board of Directors by a two-thirds vote of those present, provided written
notice of the proposed change or changes shall have been furnished to each
member of the Board, at least fifteen (15) days prior to such meeting.
Section 2. Amendments to these Bylaws approved by the Board of Directors shall
also be subject to the approval of the Chapter members, a two-thirds majority
vote of the qualified voting members present being required at any regular or
special meeting duly called and held, provided written notice is provided at
least fifteen (15) days prior to such meeting.
Section 3. A proposed amendment not approved by the Board of Directors may be
brought to the membership for approval, as provided in Section 2 of this
Article, upon petition to the Board of Directors signed by a minimum of ten (10)
qualified voting members of the Chapter.
Section 4. Amendments to these Bylaws shall take effect immediately upon
approval by the membership of the Chapter, and the secretary shall cause to be
published, in full, a new set of Bylaws as amended.
ARTICLE XII POLICIES AND PROCEDURES
Section 1. The Chapter Board of Directors shall maintain in addition to these
Bylaws a set of Policies and Procedures that will contain more detailed and
variable information and guidelines that will be useful in operating the chapter
and its activities from year to year.
Section 2. Adoption of new Policies and Procedures or revision of existing
Policies and Procedures shall require approval of the Board of Directors by a
majority vote.
ARTICLE XIII DISSOLUTION OF CHAPTER
Section 1. The Chapter shall use its funds only to accomplish the objectives and
purposes specified in these Bylaws, and no part of said funds shall inure, or be
distributed, to the members of the Chapter or be used for any purpose other than
promotion of FPRA. Upon dissolution of the chapter, all funds remaining in the
treasury shall revert to the State Association.
Approved by FPRA State Board, May 2010 |
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