Bylaws

Revised Dec. 19, 2007 (Supersedes previous amendments and revisions.)

ARTICLE 1 - NAME
The name of this non-profit professional organization shall be the St. Louis Chapter of the Public Relations Society of America.

ARTICLE II - OBJECTIVES
In accordance with the new Public Relations Society of America's (PRSA) national objectives, which encompass the three guiding principles of Advancing the Profession, Advancing the Professional, and Advancing the Society, the objectives of this Chapter shall be to be the leader in life-long learning for public relations professionals; to gain recognition for the achievements and accomplishments of Individual public relations professionals; 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; to establish PRSA as the must-join organization; to keep PRSA and its programs relevant to members' professional interests and advancement; to maintain and build a strong, viable financial and organizational structure; and to strengthen the value of PRSA national office and staff to the chapters.

ARTICLE III - MEMBERSHIP
Section 1. Eligibility. To be eligible for membership in the Chapter, a person must be a member in good standing of PRSA. Any such member of PRSA is eligible for membership in the Chapter.

Section 2. Election to Membership. Election to membership shall be governed by pertinent provisions of PRSA's Bylaws. Applications may be processed directly by PRSA or by the Chapter's Membership Committee and then sent to PRSA. With PRSA approval, the applicant automatically becomes a Chapter member upon payment of Chapter dues.

Section 3. Retirement Status. 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 the provisions of PRSA's Bylaws.

Section 4. Termination of Chapter Membership. Any member who for any reason ceases to be a member of PRSA or is dropped from PRSA's roll for non-payment of dues shall cease to be a member of the Chapter and shall be dropped from the Chapter roll.

Section 5. Rights and Privileges of Membership. A member may attend all Chapter functions including meetings of the Board of Directors; may vote in the transaction of business and the election of officers and Board members at Chapter meetings, may nominate candidates for Chapter offices and hold such offices in accordance with the Chapter's and PRSA's Bylaws, and may sponsor applications for membership in PRSA.

ARTICLE IV - DUES
Section 1. Amount. The amount of Chapter dues and the dues structure shall be fixed by the Chapter's Board of Directors. Chapter dues are included in the national PRSA dues, 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 shall have been duly notified by United States Postal Service.

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

ARTICLE V - BOARD OF DIRECTORS
Section 1. Composition. This Chapter shall be governed by Elected Officers and Committee Chairs, of which only Elected Officers exercise voting rights. Such elected officers hold veto power over acts of any officer or committee and comprising the following voting members: the four Chapter officers, the immediate past President, the Chapter's PRSA Assembly Delegates and four Directors-at-large. Any Chapter member serving as a national or district officer or director of PRSA shall be a non-voting ex-officio member of the Board of Directors.

Section 2. Term of Office
    a. Officers and ex-officio Board members shall serve as Directors for the duration of their offices. 
    b. The immediate past President shall serve as a Director for one year. 
    c. Assembly Delegates shall be elected by the membership to serve three-year terms beginning the next January 1 in accordance with PRSA's Bylaws. 
    d. Directors-at-large shall be elected by the membership to serve two-year terms beginning the next January 1 and so arranged that two Directors-at-large shall be elected each year.

Section 3. Eligibility. Any member who has also served as a Chapter officer or Director may serve as Assembly Delegate. Assembly Delegates and Directors-at-large may not serve full consecutive terms.

Section 4. Board Meetings. The Board of Directors shall meet at least four times each year at times and places it shall determine. It shall meet at the call of the President or of any three Directors. Except in emergencies, notice of the Board meeting shall be given to each Director orally or in writing at least seven days prior to such meeting.

Section 5. Quorum and Vote. A majority of the voting board members shall constitute a quorum for all Board meetings. A quorum being present, action may be taken by majority vote.

Section 6. Proxy Designation. Voting board members may designate, in writing to their designee prior to the vote, another voting board member to record their proxy. The proxy may comprise specific voting instructions. Absent specific voting instructions, the designee will make a reasonable determination based on discussion. Copies of the written designation of proxy must be supplied to both the president and president-elect of the board.

Section 7. Removal. 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 8 below.

Section 8. Vacancies. In the event of death, resignation or removal of a Chapter officer (excepting Vice President), Assembly Delegate or Director, the Board of Directors shall elect a qualified successor to take office immediately and serve the unexpired term left vacant. Election to fill an unexpired term of Vice-President shall be by Chapter membership.

ARTICLE VI -- OFFICERS
Section 1. Titles, Terms of Office. Chapter officers shall be a President, a Vice-President, a Treasurer and a Secretary, each of whom shall serve a term of one year beginning the next January 1 and until their successors are elected and installed.

Section 2. Eligibility. Only PRSA members in good standing may hold Chapter office. No President or Vice-President shall hold the same office for two full, successive terms, but a Treasurer or Secretary may be re-elected for any number of terms.

Section 3. Election. The Vice-President shall succeed automatically to the Presidency upon its vacancy or at the conclusion of the President's term of office. A Vice-President, a Treasurer and a Secretary shall be elected by the Chapter membership at its Annual Meeting, except as provided in Article V, Section 8.

Section 4. President. The President shall preside at any meetings of the Chapter and of the Board of Directors, shall appoint all standing and special committees (excepting the Program Committee), shall be ex-officio member of all committees (except the Nominating Committee) and shall perform such other duties incident to the office.

Section 5. Vice President/President-Elect. The Vice-President/President-Elect shall, in the absence or disability of the President, exercise the powers and perform the duties of the President, shall oversee the Programming Committee and its Chair, and shall perform such other duties as the Board of Directors may prescribe. In addition, the Vice-president/President-Elect shall provide short-term strategic planning in preparation for his or her year as President.

Section 6. Treasurer. The Treasurer shall receive and deposit all Chapter funds in the Chapter's name in a depository selected and approved by the Board of Directors and shall disburse such funds as the President, with authorization of the Board of Directors, may direct. The Treasurer shall prepare the Chapter's budget, make financial reports regularly to the Board of Directors, submit a financial statement annually to the Chapter membership and perform all other duties customary to that office.

Section 7. Secretary. The Secretary shall keep the minutes of the Annual Meeting and meetings of the Board of Directors and perform all other duties customary to that office.

Section 8. Compensation and Reimbursement. All board members shall serve without compensation from the Chapter, but the Board of Directors may authorize reimbursement of officers, Assembly Delegates or their Alternates for necessary expense incurred in performing their duties.

ARTICLE VII - NOMINATIONS AND ELECTIONS
Section 1. Nominations. A Nominating Committee of at least three members, appointed by the President, shall select and propose for each expiring Chapter office, Assembly Delegacy and Directorship-at-large a qualified nominee who agrees to serve if elected. This shall be done at least 60 days prior to the Annual Meeting. Any Chapter member also may nominate for any such office a qualified candidate who agrees to serve if elected.

Section 2. Notice to Membership. At least one month before the Chapter's Annual Meeting, the Nominating Committee shall cause to be circulated to the Chapter membership the committee's slate of candidates for election and any other candidates that have been nominated and qualified by Chapter members.

Section 3. Elections. Elective officers, Assembly Delegates and Directors-at-large shall be elected at the Chapter's Annual Meeting as set forth in Article IX, Section 1. In the event of more than one candidate for a post, the voting for that post shall be by secret ballot.

ARTICLE VIII - COMMITTEES
Section 1. Standing Committees. Standing Committees shall include Accreditation, Job Bank, Membership, Nominating, Programming and Publicity

Section 2. Special Committees. Special committees may be appointed by the President whenever they are deemed necessary, to serve until their tasks are accomplished.

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. This Chapter shall hold its Annual Meeting each October, November or December at such time and place as the Board of Directors shall designate.

Section 2. Regular Meetings. In addition to the Annual Meeting, at least four regular meetings of the Chapter shall be scheduled and called during each calendar year at such times and places as the Board of Directors shall designate.

Section 3. Special Meetings. The President or Board of Directors shall call special meetings of the Chapter at their discretion or upon written petition by 25 percent of the Chapter's members.

Section 4. Notice of Meetings. Notice of the Annual Meeting shall be distributed to all members approximately one month prior to the meeting date. Notice of regular meetings shall be distributed to all members approximately two weeks prior to the meeting date.

Section 5. Vote. Voting for officers or other Chapter matters may be accomplished at Chapter meetings, by mail or electronically. Such a vote will be deemed valid provided a quorum of the Chapter's members participates. A majority favorable vote is needed to elect an officer or pass an issue, unless otherwise stated in the by-laws.

ARTICLE X - RECORDS
Section 1. Minutes. Minutes of board meetings shall be kept for five years.

Section 2. Treasurer Reports. Treasurer reports shall be kept for five years: Immediate past and current years will reflect monthly reports. Previous four years will be reflected in year-end financial reports. Bank statements, records of investments, etc. will be held for five years.

Section 3. Record Keeping. The current secretary and treasurer, respectively, will be responsible for holding past records, eliminating out-of-date records at year-end, and forwarding appropriate records to the incoming secretary and treasurer.

ARTICLE XI - AMENDMENTS
Section 1. Procedure. These Bylaws may be amended or revised by a two-thirds vote of members present at any meeting of the Chapter or electronically, provided such proposed amendment or revision has been approved by the Board of Directors and has been circulated to the membership at least seven days prior to the vote.

Section 2. PRSA Approval. Any amendment or revision of these Bylaws, adopted as provided in Section 1 above, shall become effective only upon notice of its approval by the PRSA Board of Directors.