Chapter Bylaws

The Westchester/Fairfield Chapter Bylaws were updated and
approved by the PRSA National Board in October 2011.

Bylaws of the Westchester/Fairfield Chapter of the
PUBLIC RELATIONS SOCIETY OF AMERICA, INC.

ARTICLE I – GENERAL

Section 1. Name. The name of this organization is the Westchester/Fairfield (“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 Society-approved territory of Westchester County, New York and Fairfield County, Connecticut, and its principal office located in a place determined by the Chapter’s board of directors. It is also available to PRSA members in adjoining New York counties that do not have a Chapter of their own.

Section 3. Objectives. In accordance with the Society’s purpose as set forth in its articles of incorporation and bylaws, the objective of this Chapter is to advance the practice of public relations, in the Westchester/Fairfield territory, consistent with the Public Relations Society of America. The Chapter 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, and requirements imposed on the Society under Internal Revenue Code Section 501(c)(6), including 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. Chapter membership is limited to individuals who are members in good standing with the Society, comply with Society bylaws, member code of ethics, applicable policies and procedures, and who have paid Chapter membership dues.

Section 2. Admission to Society and Chapter Membership. This shall be governed by the pertinent provisions of the Society’s bylaws and subject to the eligibility requirements in Section 1.

Section 3. Rights and Privileges of Membership. This includes an obligation to pay all applicable dues, fees and other charges provided in these bylaws and as determined by the board from time to time. Member payments to the Society do not mitigate their financial obligations to the Chapter.

Section 4. Resignation or Termination of Membership.
(a)      Membership is automatically terminated for failure to pay applicable dues or meet eligibility requirements, or when it has been terminated for any reason, including dues non-payment.
(b)     Termination or resignation does not relieve a member from liability for any accrued and unpaid financial obligations.

Section 5. Dues. The Chapter dues amount shall be fixed annually by the board. Chapter dues shall be billed and collected by the Society at the same time as National dues, then remitted promptly to the Chapter less a reasonable service fee. Any member with unpaid Chapter dues shall not be in good standing, and  not be entitled to vote, hold office or enjoy other privileges of Chapter membership, provided s/he has been notified.

ARTICLE III - OFFICERS AND BOARD OF DIRECTORS

Section 1. Scope. Chapter affairs are managed by its board of directors, whose duty is to carry out the objectives and purposes of the Chapter. To this end it may exercise all powers of the Chapter. The board is subject to the restrictions and obligations in these bylaws, Society bylaws, policies and procedures, and code of ethics.

Section 2. Board Composition. The board of directors shall consist of the President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President, Leadership Assembly Delegate(s) and six Directors-at-Large. They shall be members in good standing.

Section 3. Elections. Officers, except for Immediate Past President and Leadership Assembly Delegate(s), shall be elected by Chapter membership for a term of one year, beginning January 1 ensuing and until their successors are elected and installed. Each year, two Directors shall be elected for three year terms.  The Immediate Past President shall chair a nominating committee of at least four members appointed by the President and approved by the board. The committee shall nominate candidates for the offices, except for the incoming Immediate Past President and the President whenever that is being automatically filled by the President-Elect. Their nominations shall be approved by the President and the board and submitted to the membership for voting at least thirty days prior to the Annual Meeting.

Section 4. Chapter Officers. They shall be a President, President-Elect, Vice President, Secretary, Treasurer and Immediate Past President. The offices of Secretary and Treasurer may be combined and held by the same person at board discretion. No officer shall hold the same office for more than two successive terms.

Section 5. President. Shall be chief executive officer, and preside at all board and special meetings, appoint all committees, with board approval, be an ex-officio member of all committees,  and perform all other duties assigned to the presidency. The President shall become Immediate Past President upon expiration of his/her term of office. The President is also eligible to serve as a Leadership Assembly Delegate.]

Section 6. President-Elect. Shall assist the President, perform duties assigned to the office of President-Elect and, in the President’s absence or disability exercise the President’s powers and duties. S/he shall immediately succeed as President when the current President’s term ends, and in the event of death, resignation, removal, or incapacity of the President. The president-elect is also eligible to serve as a Leadership Assembly delegate.

Section 7. Vice President. Shall, in the event of the inability of the President and the President-Elect to act, perform all duties of the President. The Vice President shall perform such other duties as the Chapter Board of Directors or President may assign this office.

Section 8. Secretary. Shall keep records of all board, annual or special meetings, be custodian of important Chapter documents, send out meeting notices, cause the membership roll to be maintained, and perform all other duties customarily pertaining to this office.

Section 9. Treasurer. Shall provide safekeeping for and keep records of all chapter funds; receive and deposit all Chapter funds in a board-approved financial institution; issue receipts and authorized disbursements; prepare the Chapter's budget, make regular financial reports to the board and an annual financial statement at the annual meeting, and perform all other duties incident to this office. The fiscal year of the Chapter will be the calendar year.

Section 10. Leadership Assembly Delegates. The PRSA Leadership Assembly delegate(s) shall serve as the Chapter's representative(s) at annual Leadership Assembly meetings, and liaise between the Society and the Chapter. The Leadership Assembly elects Society directors and officers, amends bylaws, approves the dues structure and Chapter dissolutions and advises the Society board and the profession regarding relevant issues of concern. The Chapter president and/or president-elect or their designees are also eligible to serve as a Leadership Assembly delegate. Delegate(s) shall be appointed by the board for a three-year term, beginning January 1 and ending when a successor is installed. To be a Leadership Assembly delegate, a member must be Accredited in Public Relations (APR), or be a current or former member of the Chapter’s board designated by the president or president-elect, if those officers themselves are not fulfilling that role.  

Section 11. Vacancies. In the event of death, resignation, removal or expulsion of any officer or director, other than the President succeeded by the President-Elect, the board shall elect a successor to take office immediately and serve the balance of the unexpired term, or until the next annual election.

Section 12. Removal or Resignation.

(a)      Any director missing more than three consecutive board meetings without a reason acceptable to the board may be given written notice of dismissal by the president and replaced by board re-appointment or election.

(b)     Any officer may be removed by: (1) three-quarters of the full board, excluding that officer or (2) two-thirds of members voting where a quorum is present. S/he shall be given advance written notice, with the removal reason, and given an opportunity to respond in writing or in person.

(c)      Any director or officer may resign at any time with written notice to the board.

(d)     Any removal or resignation of a person as an officer or director automatically results in their removal from the board.

Section 13. 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.

ARTICLE IV – COMMITTEES

Section 1. Appointment and Dissolution of Committees. The board may appoint and dissolve committees to as it deems advisable. The board shall determine committee duties, size and tenure. All committees are subject to board authority. Committee chairs and members shall be members in good standing but are not required to be board members.

Section 2. Standing Committees. There shall be standing committees on Membership, Program & Professional Development, Accreditation, Revenue Development, Job Bank, Publicity and Web site. The board shall also appoint Board Advisors for such responsibilities and tenures as the board and the advisors agree upon.

Section 3. Committee Reports. Each committee chair shall report its activities regularly to the board, with the exception of Board Advisors. All committee activities are subject to board approval.

ARTICLE V – MEETINGS AND VOTING

Section 1.Board Meetings. Regular board meetings shall be held at such time and place as the board may designate, normally ten times a year. Special board meetings may be called by the President or by at least three board members. Notice of regular or special board meetings must be provided at least five days in advance.

Section 2. Special Chapter Meetings. These may be called by the President, the board, or by written request of 25 percent of the Chapter members , with at least ten days advance written notice to the membership.

Section 3. Annual Meeting. There shall be an annual membership meeting each year held at such time or place as the Board of Directors may designate, with thirty days advance notice to the Chapter membership.

Section 4. Quorum. A quorum for Chapter membership voting is ten percent of the membership. A simple majority of the members of the board shall constitute a quorum for the purpose of conducting business at board meetings. If a quorum is lacking at a board meeting at which votes are taken, the president and secretary are authorized to poll the full board and report at the next board meeting.

Section 5. Annual Meeting Voting. This may be done in person or by mail, e-mail or other mode of written transmittal, with each voting member having a single vote. A majority of the members voting where a quorum is present carries an action.

ARTICLE VI - AMENDMENTS

Following review and approval by the Chapter board, notice of bylaw amendments will be made available to the membership by e-mail and the content posted on the Chapter website. After notice is given and content posted, the amendment may be approved by a majority vote of the membership present at any subsequent meeting, provided a quorum is present. The board may also choose to have amendments approved by an e-mail vote, with the ballot to each member including a summary of the reasons and a link to the content posted. The amendment shall be deemed approved if a majority of any ballots returned within 20 days after the mailing are cast in favor. Amendments adopted in accordance with either provision become effective only after approval by the Society's board. 

ARTICLE VII – MISCELLANEOUS

Section 1. 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 2. Assets of Chapter and Dissolution. No Chapter member has any interest in, or right or title to Chapter assets. Should the Chapter liquidate, dissolve or close all net assets shall be transferred to the Society or, should the Society ceases to exist, to organizations exclusively for charitable, educational, religious or scientific purposes and exempt under Section 501(c)(6) of the Internal Revenue Code of 1986 (or such provisions of any future U. S. Internal Revenue law), as the Chapter board shall determine. No assets may ever inure to the benefit of or be distributed to any Chapter member, director, officer, or employee.

Section 3. 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 4. Remote Communications. To the extent permitted by law, any person participating in a Chapter board, member or committee meeting o may do so by conference telephone or any communication where all participants can hear one another and otherwise fully participate in the meeting. Such participation constitutes presence in person at the meeting.      
END.