NC Chapter Public Relations Society of America

Amended & Approved by Chapter Vote 12/3/13

ARTICLE I – GENERAL

Section 1. Name
The name of this nonprofit professional organization is the North Carolina Chapter of the Public Relations Society of America, hereinafter called “Chapter.” The Chapter functions as a regional division of the Public Relations Society of America, Inc., hereinafter called the “Society” or “PRSA.”

Section 2. Territory and Location
The Chapter will operate and serve members within the eastern half of the State of North Carolina, the territory approved by the Society. Its members reside primarily within the zip codes from 27502 to 27713. Its principal office will be located in a place determined by the Chapter’s Board of Directors.

Section 3. Tax Exemption
The Chapter is a tax-exempt organization under the Internal Revenue Code Section 501(c)(6) requiring that it shall not be organized for profit although it may have net earnings no part of which shall inure to the benefit of any private individual.

Section 4. Restrictions
The Chapter, its officers, directors, and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by the Society.

ARTICLE II OBJECTIVES

In accordance with the objectives of the Public Relations Society of America, the objectives of this Chapter shall be to advance the art and science of public relations in the public interest; to encourage research, discussion and study of the problems and techniques of the public relations profession; to strengthen and maintain the highest standards of service and ethical conduct by all members of the profession; to exchange ideas and experiences and collect and disseminate information that may enhance or improve the professional knowledge, standards, ethics and standing of the membership; and to promote fraternalism within the profession. The Board of Directors may set additional objectives which shall be consistent with those stated herein.

ARTICLE III MEMBERSHIP

Section 1. Eligibility
To be eligible for membership in the Chapter, a person must be a Member in good standing of the Society. Any such Member of the Society is eligible for membership in the Chapter.

Section 2. Admission to Membership
Admission to membership in the Society shall be governed by the pertinent provisions of the Bylaws of the Society. Any person admitted to membership in the Society shall become a member of the Chapter, if eligible, upon payment of Chapter dues.

Section 3. Classes of Membership
The classes of members in the Chapter shall be the same as the classes of members in the Society, defined by the Bylaws of the Society.

Section 4. Retirement Status
Any member of the Chapter who has been a member of PRSA in good standing for at least five years and is gainfully employed for less than 50 percent of the time is eligible for Chapter retirement status. Members on retirement status shall enjoy all the rights and privileges of membership. Members on retirement status shall pay reduced dues.

Section 5. Termination of Chapter Membership
Membership is automatically terminated without action by the Board for failure to pay applicable dues for more than three months provided the member in arrears has been duly notified, failure to meet the eligibility requirements for membership, or when the membership in the Society has been terminated for any reason, including non-payment of dues.

A member may resign by submitting a written notice to the Chapter president.

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.

Section 6. Rights and Privileges of Membership
A Chapter member in good standing shall enjoy the right to vote in the Chapter, to hold Chapter office, to serve as a delegate to the PRSA Assembly, to enjoy other privileges of Chapter membership and to sponsor applicants for membership, shall be defined by the Bylaws of the Public Relations Society of America.

Membership carries with it a definitive obligation to pay all applicable dues, fees and other charges (collectively referred to as “financial obligations”), as provided in these bylaws and as determined by the board from time to time. Any payments by a member to the Society does not mitigate such member’s financial obligations to the Chapter.

ARTICLE IV DUES

Section 1. Amount
The amount of Chapter dues shall be fixed annually by the Chapter’s Board of Directors and shall be payable annually.

Section 2. Nonpayment of Dues
Any member whose Chapter dues are unpaid for three months shall be considered not in good standing and shall not be entitled to vote, hold office or enjoy other privileges of Chapter membership, provided such member have been duly notified. A member not in good standing may reactivate his membership by using the same procedures required of a new member.

Section 3. Fiscal Year
The fiscal year of the Chapter shall be the calendar year.

ARTICLE V BOARD OF DIRECTORS

Section 1. Duties and Responsibilities
The Board of Directors shall establish, and cause implementation of, objectives, policies, programs, and deployment of resources; ensure that the business and other affairs of the Chapter are conducted in accordance with Chapter and Society bylaws and are in the best interests of the Chapter and its members; promote and retain membership; approve establishment of committees and appointment of committee chairs; and approve and perform specific responsibilities as assigned by the President. Individual Board members may chair, or otherwise participate on, standing or special committees. The Board shall be subject to the restrictions and obligations set forth in these bylaws, the Society’s bylaws, policies and procedures, and code of ethics.

Section 2. Composition
The governing body of the Chapter shall be a Board of Directors consisting of the President, PresidentElect, Vice President, Secretary, Treasurer, PRSA Leadership Assembly Delegate(s), Immediate Past President, and six DirectorsatLarge.

Section 3. 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 liaison(s) between the Society and the Chapter. The Chapter shall be entitled to have one Delegate for every 100 Chapter members eligible to vote, or fraction thereof. They shall be elected by the members of the Chapter to a three-year term. 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.
The same shall be true of the alternates. No Chapter Delegate having served a full three-year term may serve more than two succeeding terms. However, a person filling an unexpired term may have served an immediately preceding term and may be elected for a succeeding full term.
In the event that none of the elected delegates is able to attend the Assembly in person, the Board may appoint a representative to attend. It is recommended that this representative fit one of the following criteria: current or former Board member; former Delegate; experienced senior practitioner who has served in a volunteer capacity with the Board.

As outlined by PRSA’s bylaws, any other Delegates may continue to cast their votes via proxy as necessary.

Section 4. DirectorsatLarge
Two Directors shall be elected each year by the Chapter membership and shall serve terms of three years beginning January 1 next ensuing or until a successor is elected and installed.

Section 5. Vacancies
In the event of death, resignation, removal or expulsion of any officer, Director, or PRSA Leadership Assembly Delegate, the Board of Directors shall elect a successor who shall take office immediately and serve for the balance of the unexpired term or until the next annual election, except with respect to the President-Elect, as provided in Article VI, Section 3 of these bylaws.

Section 6. Removal or Resignation
Any Director who misses more than three consecutive Board meetings without an excuse acceptable to the Board may be given written notice of dismissal by the Chapter President and replaced in accordance with Section 5 above.

Any officer may be removed by: (1) two-thirds of the members voting where a quorum is present, or (2) three-quarters of the full Board, excluding the officer proposed to be removed. Any officer proposed to be removed shall be provided with 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.

Any Director or officer may resign at any time by providing written notice to the Board.

Any removal or resignation of a person as an officer automatically results in that person’s removal or resignation from the Board.

Section 7. Board Meetings
The Board of Directors shall meet at least once per quarter at such times and places as it may determine. It shall meet at the call of the President or upon call of any three members of the Board of Directors. Notice of each meeting of the Board shall be given personally to each Director at least seven days in advance prior to the meeting.

Section 8. Quorum
Half or more of the Board of Directors shall constitute a quorum for all meetings of the Board.

ARTICLE VI OFFICERS

Section 1. Chapter Officers
The officers of the Chapter shall be President, PresidentElect, Vice President, Secretary, and Treasurer. The officers shall be elected by the Chapter membership for terms of one year beginning January 1 next ensuing and until their successors are elected and installed. No officer having held an office for two successive terms shall be eligible to succeed himself/herself in the same office.

Section 2. President
The President shall preside at all meetings of the Chapter and of the Board of Directors. The President shall appoint all committee chairmen, with the approval of the Board of Directors, shall be an exofficio member of all committees, unless otherwise provided by the Board, and shall oversee the functions of all officers, committees and administrative services. The President shall perform all other duties incident to the office.

Section 3. PresidentElect
The PresidentElect shall work closely with the President to become acquainted with and perform such duties as shall be prescribed by the President and the Board of Directors. In the event of the absence or disability of the President, the President-Elect shall exercise the powers and perform the duties of the President. In the event that the office of President-Elect becomes vacant for any reason, it may remain open until the next regular election of Chapter officers, or the Board of Directors may elect a successor as President-Elect Pro Tempore to serve in that position until a President is elected at the next regular election, as provided in Article VII. No person elected as President-Elect Pro Tempore shall automatically assume the office of President upon completion of the term of office but may seek election by the membership at the next regular election.

Section 4. Vice President
The Vice President shall assist both the President and the President-Elect to ensure the effective functioning of the Chapter. In the event of the absence or disability of the President and the President-Elect, the Vice President shall exercise the powers and perform the duties of the President.

Section 5. Secretary
The Secretary shall create, keep and distribute minutes of all meetings of the Board of Directors, the annual meetings of the Chapter and any special called meetings of the Chapter. The minutes shall be stored online and available to PRSA National, the Southeast District Board and the NCPRSA Board of Directors. The Secretary shall perform all other duties customarily pertaining to the office in consultation with the Chapter President.

Section 6. Treasurer
The Treasurer, together with a person who may be appointed by the President, shall perform the following functions in accordance with policies and procedures approved by the Board of Directors: maintain a system of checks and balances, receive and deposit all Chapter funds in the name of the Chapter in a bank or trust company approved by the Board of Directors; issue receipts and make authorized disbursements by check or similar instrument after proper approval by the Board of Directors by means of an adopted budget, the President, a committee chair, or other person authorized by the Board; prepare the Chapter’s budget for adoption by the Board of Directors; make regular financial reports to the Board of Directors; make available to the Chapter membership an annual financial statement; and perform all other duties incident to the office. The President, with approval by the Board of Directors, may appoint an Assistant Treasurer who shall assist the Treasurer but shall not, by virtue of this appointment, serve as an officer or member of the Board.

Section 7. 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 VII NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee
A Nominating Committee of not less than three active members shall be appointed by the President and approved by the Board of Directors. The Immediate Past President shall chair the Nominating Committee. In the event that the Immediate Past President is unable to serve as chair, the President shall appoint a replacement from among the members of the Committee.

Section 2. Nominations
The Nominating Committee shall name an accredited or active member as a nominee for each officer and for each Assembly Delegate and Director whose term is expiring. It shall ensure that each nominee has been contacted and agreed to serve if elected and that each nominee has been informed of the importance of attending Board meetings and agreed to notify the Board of any change in activity that would impair regular attendance. Additional nominations, if any, shall be accepted from Chapter members, provided the nominees have been contacted and agreed to serve if elected and to notify the Board of any change in activity that would impair regular attendance at Board meetings.

Section 3. Notice to Membership
At least thirty days before the Annual Meeting of the Chapter, the Chairman of the Nominating Committee shall transmit, by postal or electronic media, to all Chapter members the list of nominees.

Section 4. Elections
Balloting by the Chapter membership for officers, Directors and Leadership Assembly Delegate(s), whose terms of office shall commence on the first day of the following year, shall be conducted either at the Annual Meeting of the Chapter, or by mail, postal or electronic, with each voting member having a single vote. If, after the commencement date for the term of Assembly Delegates, there is a change of eligibility by virtue of an increase in chapter membership or any other reason, election of Delegates by members shall take place at least 60 days prior to the annual meeting of the PRSA Assembly. Election by postal or electronic mail shall be conducted within twenty days following the date on which the list of nominees is mailed.

Election shall be by majority vote by at least ten percent of the members in good standing, either present and voting at an Annual Meeting or by postal or electronic mail ballot.

The results of a mail ballot shall be announced by the Chairman of the Nominating Committee prior to the annual meeting. Balloting in contested elections shall be by secret ballot.

ARTICLE VIII COMMITTEES

Section 1. Standing Committees
There may be standing committees, appointed by the President with approval by the Board of Directors, to carry on the affairs of the Chapter as the Board deems necessary or advisable. Committee functions may include, but not be limited to, such areas as Membership; Eligibility and Orientation; Professional Progression; Accreditation; Program; and Communications. These may be either separate committee or combined. There may also be a Council of Past Presidents which shall be considered a committee, serving senior members, doing long-range planning, offering counsel to the Board as appropriate, and otherwise serving the Board and Chapter.

Section 2. Special Committees
Special committees may be established and appointed by the President with approval of the Board of Directors.

Section 3. Committee Reports
The chair of each committee shall report its activities regularly to the Board of Directors. All committee activities shall be subject to approval by the Board of Directors.

ARTICLE IX CHAPTER MEETINGS

Section 1. Annual Meeting
There shall be an Annual Meeting during October, November or December at such time and place as the Board of Directors may designate.

Section 2. Regular Meetings
Regular membership meetings shall be held at least four times a year at such date, time and place as the Board of Directors may be designated.

Section 3. Special Meetings
Special meetings of the Chapter may be called by the President, the Board of Directors, or on written request by twenty-five percent of the Chapter members.

Section 4. Notice of Meetings
Notice of the Annual Meeting shall be mailed to each member personally at least thirty days in advance prior to the meeting. Notice of regular or special meetings shall be mailed to each member at least ten days in advance. Notice may be given by postal mail, electronic mail or other mode of written transmittal.

Section 5. Quorum
Ten percent of the members of the Chapter shall constitute a quorum at any meeting of the Chapter except for the Chapter Board as provided in Article V, Section 8 of these Bylaws.

ARTICLE X – POLICIES

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. 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 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. Antitrust
The Chapter will adopt and vigilantly pursue practices by which to avoid violations of antitrust laws by the Chapter or its members at Chapter meetings.

Section 5. Member Protection
The Chapter will subscribe to a policy of protecting members from retaliation in reporting possible violations of laws and regulations.

Section 6. Fiscal Year
The fiscal year of the Chapter will be the calendar year.

ARTICLE XI AMENDMENTS

The Chapter shall review its bylaws at least once every three years to make certain that they meet the requirements of changing circumstances, and that they conform with all the rules, regulations and bylaws of PRSA.

Contingent upon approval and recommendation by the Board of Directors, these Bylaws may be amended by a twothirds vote by at least ten percent of the members either present and voting at any meeting, provided that at least thirty days notice has been given to all members of any proposed amendment, or by postal or electronic mail ballot, provided at least twenty days are allowed for such a vote.

However, amendments conforming to changes in the Society’s rules, regulations or bylaws need be approved only by the Chapter Board.

Amendments adopted in accordance with this provision become effective only after approval by the Society’s Board of Directors.