Bylaws of the Silicon Valley Chapter of the Public Relations Society of America

ARTICLE I: NAME
The name of this non-profit professional organization shall be the Silicon Valley Chapter of the Public Relations Society of America.

ARTICLE II: OBJECTIVE
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 community within the profession.

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 admittedto membership in the Society shall become a member of the chapter, if eligible, upon payment of Chapter dues.

Section 3. Termination of Chapter Membership. Any Member who for any reason ceases to be a Member of the Society or is dropped from the Society’s roll for nonpayment of dues shall cease to be a member of the Chapter and shall be dropped from the Chapter roll.

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 in accordance with Chapter fiscal policies.

Section 2. Non-payment 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.

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

ARTICLE V: BOARD OF DIRECTORS
Section 1. Composition of Board. The governing body of the Chapter shall be its Board of Directors. The Board shall consist of the President, President Elect/Professional Development, Vice President/Programs, Secretary, Treasurer, Immediate Past President, Chapter Delegate and an undetermined number of directors-at-large. There shall be no restrictions on the number of times members can serve on the Board, providing they are qualified for election to Chapter office.

Section 2. Assembly Delegates. The Assembly Delegate(s) shall serve as the Chapter’s representative(s) at meetings of the PRSA Assembly and shall be elected by the Chapter membership for a three-year term in accordance with provisions of the Bylaws of the Society.

Section 3. Directors-at-Large. Directors-At-Large shall serve two-year terms, with half their number coming up for election each year; all other board members shall serve one­ year terms.

Section 4. Vacancies. In the event of death, resignation, removal or expulsion of any officer, director, or 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.

Section 5. 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 4 above.

Section 6. Board Meetings. There shall be at least four meetings of the board of directors 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 to each director at least three days in advance.

Section 7. Quorum. One third 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 a President,
President-Elect, a Secretary and a Treasurer. The officers shall be elected by the Chapter membership for a term of one year and until their successors are elected and installed.

Section 2. President. The President shall be the chief executive officer; shall preside at all meetings of the Board of Directors and of the Chapter; shall nominate all standing and special committees for appointment by the Chapter Board of Directors; and shall be ex officio member of all Chapter committees except the Nominating Committee.

Section 3. President-Elect. The President-Elect, in the absence or disability of the President, shall exercise the powers and perform the duties of the President. He/she also shall assist the President and perform such other duties as shall be prescribed by the board of directors.

Section 4. Vice President Programs. The VP, Programs, shall, in the event of the inability of the President or President-Elect/Professional Development to act, perform all duties of the President. The Vice President shall act as Program Chair and perform such other duties as the Board of Directors may assign to this office.

Section 5. Treasurer. The Treasurer shall develop an annual budget to track and control income and expenditures; shall provide safekeeping for and keep records on all Chapter funds and make regular financial reports to the board of directors, render an annual financial statement to the Chapter membership. Treasurer shall collect all funds after proper approval by the Chapter President and/or Board of Directors and perform such duties as are customarily assigned to this office.

Section 6. Secretary. The Secretary shall keep records of meetings, handle Chapter correspondence, be custodian of important Chapter documents and perform such other duties as are customarily assigned to this office.

Section 7. Vacancies. Vacancies among any of the executive officers other than the presidency may be filled for the balance of the unexpired term by the Board of Directors at any regular meeting or at any special meeting called for that purpose. Should the presidency be vacated, that position will be filled by the President-Elect/Professional Development or subsequently by the Vice President/Programs as outlined in Section 4, Article V, above.

Section 8. Compensation and Reimbursement. No elected officer of the Chapter shall be entitled to any salary or other compensation. The board of directors may reimburse elected officers or Assembly Delegates or their alternates for their expenses incurred in connection with the performance of their duties.

ARTICLE VII: NOMINATIONS AND ELECTIONS
Section 1. Nominating Committee. There shall be a Nominating Committee of no fewer than three Members appointed by the President with approval of the board of directors. This committee shall meet at least sixty days prior to the election of the Chapter officers.

Section 2. Nominations. The Nominating Committee shall name at least one qualified nominee for each office, Assembly Delegate and director whose term is expiring. It shall ensure that each nominee has been contacted and agrees to serve if elected. Additional nominations, if any, shall be accepted from members prior to election notification, provided the nominees have been contacted and agree to serve if elected.

Section 3. Notice of Membership. At least thirty days before the election of the Chapter officers, the Secretary shall send the list of nominees prepared by the Nominating Committee to all Chapter members.

Section 4. Elections. Elections of Officers, directors and Assembly Delegates of the Silicon Valley Chapter shall be held by the end calendar year. Elections shall be by majority vote of the members of the members voting.

ARTICLE VIII: COMMITTEES
Section 1. Standing Committees. There shall be standing committees for Membership, Professional Development, Program, Public Relations, Communications, Student Liaison, and other such committees as may be determined necessary by the Board of Directors. Appointments to chair these and other committees shall be made by the Chapter president with approval of the Board of Directors. The President-Elect shall serve as chair of the Professional Development Committee and the Vice President/Programs as chair of the Program Committee.

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 planned subject to review by the board of directors.

ARTICLE VIII: MEETINGS
Section 1. Annual Meeting. There shall be an Annual Meeting after the first of the year at which the new board of directors will be introduced.

Section 2. Chapter Meetings. Chapter meetings shall be held at least 10 times a year­ at such time and place as designated by the Board of Directors. Meetings may be held either physically or electronically. Advance notice of these meetings shall be given to Chapter members.

Section 3. Special Meetings. Special meetings of the Chapter may be called by the President, the Board of Directors or on request by a majority of Chapter members, provided at least ten days’ advance notice has been given to Chapter members.

Section 4. Meetings of the Board. Regular meetings of the Board of Directors shall be held at such time and place as the Board may designate. Special meetings may be called by the President or on written request by at least three members of the Board of Directors, provided at least three days’ notice has been given to all members of the Board.

Section 5. Quorums. The majority of the people voting or in attendance shall constitute a quorum for all meetings of the Chapter.

ARTICLE IX: AMENDMENTS
These bylaws may be amended by a majority vote of the membership present at any meeting, providing at least two weeks days’ notice has been given to all members of any proposed amendment. Amendments adopted in accordance with this procedure will become effective only after approval by the Society’s national Board of Directors.

Revised March 2003