NORTHEAST DISTRICT OF PRSA BYLAWS
Final Approved: 11/1/2009
ARTICLE I – Name
The name of this non-profit professional organization shall be the Northeast District of the Public Relations Society of America, Inc. (PRSA), hereinafter referred to as the District.
ARTICLE II – Purpose & Objectives
This District is organized for non-profit purposes. In accordance with the objectives of PRSA, hereinafter referred to as the Society, the objective of the District is to advance the practice of public relations by uniting those in the profession; encouraging continuing education and professional development; encouraging research, discussion and study of the problems and techniques of the public relations profession; encouraging, strengthening and maintaining the highest standards of service and ethical conduct by all members of the profession; exchanging ideas and experiences; and collecting and disseminating information that may enhance or improve the professional knowledge, standards, ethics and standing of the membership.
ARTICLE III – Mission
In accordance with PRSA’s National Strategy, the District’s mission is to support Northeast District Chapters and their members. It will do so by offering professional and leadership development at a regional level that complements local and national programs.
This can include District conferences, leadership training, and other programs that help improve organization effectiveness, support the society’s mission of advancing the profession and the professional, and enhance the value of PRSA membership. It will also cultivate representatives at the District level who can contribute to the broader community of the Society. This can include involvement with national committees and initiatives or election to national leadership positions, including Sections, thereby strengthening the Society overall and ensuring a sound and geographically diverse governance structure.
ARTICLE IV – Governance
The District is governed by officers and a board of directors who are guided by the bylaws of PRSA. In addition to these bylaws, the District, in an effort to retain continuity in operations, shall maintain a policy manual. The policy manual is intended to cover additional functions and aspects of District operations and allow for flexibility as required.
Actions by the District Board of Directors (hereinafter referred to as the District Board) that are designated as policy actions and other actions determined to have potential applicability or enforceability for a period beyond one fiscal year shall be deemed to be policies and shall be included in the policy manual. These policies have the same force of governance as do bylaw provisions. While policies can be adopted, amended, temporarily suspended or abolished by a majority of those present and voting at any proper meeting of the District Board, such actions require notice to all District Chapter Presidents within 30 days.
In addition to the bylaws and policies, the District shall also be guided by its strategic plan, which shall be reviewed and revised at least every two years.
ARTICLE V – Membership
District membership comprises all PRSA members in good standing belonging to the Chapters residing within states or areas included in the District boundaries, which includes Maine, Massachusetts, New Hampshire, parts of New York, Rhode Island, and Vermont, and other areas as delineated in the PRSA National bylaws. District membership is automatic for all those meeting the above requirement and no application process or fee are required.
Chapters will be represented on the District Board by their current President or the President’s designee. District membership shall not be denied on the basis of race, creed, religion, disability, gender, age, color, national origin, sexual orientation or other prohibited matters.
ARTICLE VI – Dues
The District fiscal year shall be the calendar year and the amount of District dues assessed to each Chapter within the District shall be fixed annually by the District Board.
Each District Chapter is asked to approve payment of annual District dues to support activities and programs conducted on behalf of the Chapters and at the direction of the District Board. Dues are assessed annually to all Chapters, unless the dues assessment to all, some or a particular Chapter is waived by a majority vote of the District Board. To waive dues for an additional year requires approval of the Board in that subsequent year. Dues are based on PRSA membership records and calculated as follows: $1 per member per Chapter. Dues notices shall be issued no later than the fourth quarter of the fiscal year for payment within 60 days of issuance.
ARTICLE VII – Board of Directors
The governing body of the District shall be its District Board and actions by the District Officers and committees shall be subject to District Board approval. The Board will be jointly responsible for seeing that the District meets minimum standards as set forth by the PRSA.
The District Board shall consist of the elected District Officers and Directors, the Immediate Past Chair of the District, and the President of each District Chapter or their designee. With the exception of Chapter Presidents, all District officers will be elected from among members of the District through the process described in Article VIII, Section 3. A member of the District Board concurrently serving in more than one capacity on the Board shall be entitled to only one vote. District Board members may not vote by proxy. District committee chairs shall be non-voting members of the District Board and their presence shall not count towards quorum of a meeting.
District Officers include a Chair, Chair-elect, Secretary, and Treasurer whose responsibilities are indicated herein:
District Chair – The District Chair serves as liaison with national PRSA headquarters and provides leadership to Chapter officers. The Chair presides over District Board meetings, serves as District delegate to the annual Assembly, and works with Chapters. The chair shall appoint all committees with the approval of the board. The position is expected to be a three-year assignment beginning with election as Chair-elect, appointment as Chair, and subsequent service as Immediate Past Chair and national Nominating Committee member.
District Chair-elect – The Chair-elect presides at meetings of the District Board of directors in the absence of the Chair, attends the annual spring leadership rally in New York City, and assumes the role of Chair if the position becomes vacant.
District Treasurer – The District Treasurer proposes the District budget, maintains the District bank account, and provides financial reports to the District Board at each monthly Board meeting. The Treasurer shall annually file tax statements with the U.S. Internal Revenue Service as required.
District Secretary – The District Secretary keeps and distributes minutes of all meetings of the District Board of directors and, in the absence of both the Chair and the Chair-elect, provides national headquarters with a copy of the minutes of the annual meeting.
The Immediate Past Chair shall serve as representative to the PRSA National Nominating Committee in the year following service as Chair. If that is not possible, the current Chair, followed by the Chair-elect, shall serve in that capacity. If that is not possible, the District shall nominate from among its accredited Chapter members.
The term of each elected District Board officer will be for one calendar year beginning January 1 after the election or until successors are elected and installed. Officers shall be elected by the District Board during an annual meeting held during the last quarter of the fiscal year as described in Article VIII, Section 1. Elected District Board members may not succeed themselves in their positions without a majority vote of the current District Board and standing for reelection for an additional term.
Vacancies in any District office may be filled for the balance of the unexpired term by the District Board at any meetings thereof.
Any officer or director who misses three consecutive Board meetings without an excuse acceptable to the District Board may be given written notice of dismissal by the District Chair and replaced in accordance with Section 6 above. Any officer or director who is not in good standing also may be given written notice of dismissal by the District Chair and replaced in accordance with Section 6 above.
ARTICLE VIII – Board Meetings
The District Board shall meet monthly. At least one of these meetings shall be an annual meeting held to elect new officers and conduct District business. The District Chair shall give at least 30 days’ notice before holding elections for officers for the following year. The District shall hold an additional meeting at the same time and place as the annual PRSA Assembly and International Conference.
A majority of District Board members as defined in Article VII, Section 2 in attendance shall constitute a quorum for all District Board meetings.
Election shall be by majority vote of the members in good standing and present and voting. Balloting may be conducted by any means available, including electronic means. Proxy voting will not be allowed.
ARTICLE VIII – District Nominating Committee
For the purpose of electing new officers for the next calendar year, on or before August 15 annually the District Chair shall appoint a District Nominating Committee of at least three members who are members of Chapters in the District. No more than one member of the District Nominating Committee shall be from any one Chapter. The Immediate Past Chair shall serve as the Nominating Committee Chair. However, if that is not possible, any member of the committee may be appointed to serve in that role. The Chair-elect shall also serve on that committee.
The Chair of the District Nominating Committee shall contact all Chapter Presidents in the District and request nominations for District offices. The Nominating Committee, either through meeting or phone conversation, must make one nomination for each District office or present the slate to the District Chair at least 45 days prior to the annual meeting. Notice of the nominations must be given to all members of the District Board at least 30 days before the annual meeting
ARTICLE IX – Amendments
These District Bylaws may be amended by a two-thirds vote of the District Board present at any meeting, providing at least thirty days’ notice has been given to all Board members of any proposed amendment. Absentee ballots shall be permitted on proposed amendments, subject to authentication, and such votes shall be included in the count to determine quorums.
ARTICLE X – Financial Accountability
The District Treasurer shall produce a detailed transaction report to the District board, and available to all members upon request. Additionally, the Treasurer will provide a year-end summary of all transactions to the Board. This data will be provided to members at their request.
The Board may call for a formal audit of District finances with a majority vote of the board.
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