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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, and (6) to keep members informed of any actions, legislative
or general, which may be of interest or affect the public relations profession.
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 or actively participate via conference call.
ARTICLE V OFFICERS AND DIRECTORS
Section 1.
A president, a president-elect, a secretary, a treasurer, an 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 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; notify members of the dates, times and
places of membership meetings; maintain an accurate roll of the Chapter's
members; 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 (amounts over $250 require
two signatures), 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. A member can serve no more than two consecutive terms as
treasurer.
Section 7.
The Vice President of Membership and the Assistant Vice President of Membership
shall see that accurate records are kept of all members, and they 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: The president shall appoint, with the
approval of the chapter board of directors, a Nominating Committee of no fewer
than five percent of the membership to include the most recent past chapter
president who is still a member of the chapter. The same past chapter president
should serve as chair of the Nominating Committee.
In accordance with the procedure specified, the Nominating Committee 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 president
shall be responsible for appointing the most recent past president as
chairperson of the Nominating Committee. The chairperson 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
Nominating Committee shall gather nominations from the membership. (see 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, which are stated as September 1 through August 31.
Section 2.
All checks drawn in payment of Chapter obligations shall be signed by either the
president, the treasurer, the assistant treasurer, immediate past president, or
with the approval of the Board of Directors, another signatory designated by the
president. 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, the
chapter president shall review the original bank statement each month.
In addition, 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.
Section 4.
Upon dissolution of the Orlando Area Chapter, all money in the chapter treasury
will revert to the State Association.
ARTICLE IX E-MAIL BALLOT
Section 1.
The Board of Directors may authorize a ballot to be taken by 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.
E-mail, phone or facsimile 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 or phone ballots unless a majority
of all Board members shall 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 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.
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