Bylaws

PRSA Thoroughbred Chapter Bylaws
Lexington, Ky.

Last Revised: October 11, 2011

Article I  *  General

 Section 1  -  Name

The name of this non-profit professional organization shall be the Thoroughbred Chapter of the Public Relations Society of America, Inc.

 Section 2  -  Territory and Location

The Chapter will operate and serve members within the territory approved by the Society, and its principal office will be located in a place determined by the Chapter’s board of directors.  The territorial limits approved by the Society for this chapter include the Lexington-Fayette-Frankfort-Richmond, KY Combined Statistical Area; however any PRSA member may join the Thoroughbred Chapter regardless of their geographic location.

 Article II  *  Objectives

In accordance with the purposes of the Society as set forth in the Society’s articles of incorporation and bylaws, the objectives of this Chapter shall be to serve a diverse community of professionals, empowering them to excel in effective, ethical and respectful communications on behalf of the organizations they represent and the constituencies they serve, and advance the careers of its members by providing: 

  • Lifelong learning.  
  • Vibrant, diverse and welcoming professional communities.  
  • Recognition of capabilities and accomplishments.  
  • Thought leadership, ethics and professional excellence.

 Further, the Chapter, its board, officers, and members shall support and adhere to the bylaws, purposes, code of ethics, and all applicable policies and procedures established by the Society.

Article III  *  Membership

Section 1  -  Eligibility

To be eligible for membership in the Thoroughbred Chapter, a person must be a member in good standing of the Society.  Any such member of the Society is eligible for member ship in the Thoroughbred Chapter.

Section 2  -  Nondiscrimination

Membership and membership privileges shall not be denied on the basis of race, creed, religion, disability, sex, age, color, national origin or other prohibited matters.

Section 3  -  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 the Chapter dues.

Section 4  -  Retirement Status

Any active 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% of the time is eligible for retirement status.   No Chapter dues will be assessed to any member accorded official retirement status.  Members with retirement status will enjoy all the right and privileges of membership.

Section 5  -  Resignation or Termination of Membership

  1. Membership is automatically terminated without action by the board for failure to pay applicable dues for more than one month, failure to meet the eligibility requirements for membership, or when the membership to the Society has been terminated for any reason, including non-payment of dues. 
  2. A member may resign by submitting a written resignation.
  3. 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

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 payment by a member to the Society does not mitigate such member’s financial obligations to the Chapter.  The right to hold Chapter office or to sponsor applicants for membership shall be limited to members in good standing, subject to such other Chapter Bylaws, and other provisions that may apply. 

Article IV  *  Dues

The amount of Chapter dues shall be fixed annually by the Chapter’s Board of Directors and shall be payable in advance upon receipt of notice from the Treasurer prior to January 1 each year.  

Article V  *  Board of Directors

 Section 1  -  Composition

The governing body of the Chapter shall be a Board of Directors, consisting of the President, President-Elect, Leadership Assembly Delegate(s), Secretary, Treasurer, Immediate Past President and not less than three or more than six Directors-At-Large. 

 Section 2  -  Leadership Assembly Delegates

In accordance with the Bylaws of the Society, Leadership Assembly Delegate(s) shall be elected by membership for three-year terms and shall serve as the Chapter’s representative(s) at the PRSA National Assemblies and as a liaison between the Society and the Chapter.  If any Leadership Assembly Delegate is for any reason unable to serve in this capacity at a National Leadership Assembly, the board may elect another eligible person to serve as the Delegate.  To be eligible to serve as a PRSA Leadership Leadership Assembly delegate, a member must be Accredited in Public Relations (APR), or be a current or former member of the Chapter’s board.

 Section 3  -  Directors-At-Large

Directors shall be elected each year by the Chapter membership at its Annual Meeting to serve a term of three years beginning January 1 and until his/her successor is elected and installed.

 Section 4  -  Vacancies

In the event of death, resignation, removal or expulsion of any officer, other than the president who shall be succeeded by the president-elect, the board shall elect a successor who shall take office immediately and serve the balance of the unexpired term, or until the next annual election.

 Section 5  -  Removal

Any member of the Board 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.  At the request of an individual affected by this provision, the Board may consider whether to reinstate the affected member, based on unusual or extenuating circumstances associated with the absences.

Section 6  -  Board Meetings

There shall be a minimum four meetings of the Board of Directors each year, at such times and places as it may determine.  It shall meet at the call of the President or upon the call of any three members of the Board of Directors.  Written notice of each meeting shall be given to each Officer and Director at least seven days in advance. 

Section 7  -  Quorum

A majority of the Board of Directors shall constitute a quorum for all meetings of the Board.  

Section 8  -  Compensation and Reimbursement

No director of 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.  Reimbursement may only be obtained following written authorization from two Chapter officers, not including any officer who may be requesting reimbursement.

 Article VI  *  Officers

 Section 1  -  Chapter Officers

The Chapter officers are President, President-Elect, Immediate Past President, Secretary and Treasurer.  The officers shall be elected by the Chapter membership at its Annual Meeting for a term of one year and until their successors are elected and installed.  No officer having held an office for two successive terms shall be eligible to succeed herself/himself in the same office. 

 Section 2  -  President

The President presides at all meetings of the Chapter, the Executive Committee and the Board of Directors.  He/She appoints all committees with the approval of the Board of Directors and shall be an ex-officio member of all committees except the Nominating Committee.   He/She shall perform all other duties incident to the office.   In the absence of a quorum at either a Board of Directors meeting or an Executive Committee meeting, the President is empowered to take executive action, subject to subsequent ratification by the Board of Directors at its next regularly scheduled meeting.  If no formal move to approve or disapprove the executive action is taken by the appropriate body within ninety (90) days of the executive action, said action will automatically be deemed ratified. 

 Section 3  -  President-Elect

The President-Elect succeeds to the office of President in the year immediately following his/her term as President-Elect.  The President-Elect arranges programming for all general membership meetings, assists the President and learns the requirements of the office of the President.   In the absence or disability of the President, the President-Elect exercises the powers and performs the duties of President. 

 Section 4  -  Secretary

The secretary shall keep records of all meetings of the Chapter and of the Board of Directors, send copies of such minutes to Society Headquarters and District Chair, issue notices of all meetings, maintain or cause to be maintained the roll of membership and perform all other duties customarily pertaining to this office.

 Section 5  -  Treasurer

The treasurer receives and deposits all Chapter funds in the name of the Chapter in a bank or trust company selected and approved by the Board of Directors.  He/She shall issue receipts and make authorized disbursements by check after proper approval by the President or Board of Directors.  He/She shall prepare the Chapter’s budget, make regular financial reports to the Board of Directors, render an annual financial statement to the Chapter membership and perform all other duties incident to the office. 

 Section 6  -  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 Leadership Assembly Delegates or their alternates for their expenses incurred in connection with the performance of their duties. 

 Article VII  *  Executive Committee

 Section 1  -  Composition

The Executive Committee of the Chapter consists of the President, President-Elect, Immediate Past President, Secretary and Treasurer.  Each officer has full voting rights on the Executive Committee.  The President may also appoint additional members, with full voting rights, by virtue of the special Chapter leadership positions they hold. 

 Section 2  -  Functions

In the absence of quorum for either a regular or special Board meeting, the President is empowered convene the Executive Committee as the temporary or emergency administrative body of the Chapter.  As such, it may administer ongoing Chapter activities previously approved by the Board of Directors.  In the event of an emergency, the Executive Committee may make necessary decisions on behalf of the Board.   It may also issue temporary rules that will have the force of law until the next regularly scheduled Board meeting, and at the next Board meeting following an Executive Committee meeting, the Board shall either ratify or abrogate any actions.  Said action will automatically be deemed ratified after ninety (90) days if the Board fails to take formal action. 

 Section 3  -  Quorum

A majority of the Officers shall constitute a quorum for all meetings of the Executive Committee. 

 Article VIII  *  Nominations and Elections

Section 1  -  Nominating Committee

There shall be a Nominating Committee composed of the Executive Committee.

Section 2  -  Nominations

The Nominating Committee shall name at least one qualified nominee for each Office and Director post and for each Leadership Assembly Delegate whose term is expiring.  It shall ensure that each nominee has been contacted and agreed to serve if elected.  Additional nomination, if any, shall be accepted from members at the annual meeting provided the nominee have been contacted and agree to serve if elected. 

Section 3  -  Notice of Membership

At least thirty (30) days before the annual meeting of the Chapter, the Secretary shall communicate to all Chapter members the list of nominees prepared by the Nominating Committee.

Section 4  -  Elections

Officers, Directors and Leadership Assembly Delegates shall be elected at the annual meeting of the Chapter.  Election shall be by majority vote of the members in good standing, present and voting.  Balloting in contested elections shall be by secret ballot. 

 Article IX  *  Committees

 Section 1  -  Standing Committees

In addition to the Nominating Committee, there shall be standing committees on Accreditation, Awards, Communications, Community Service, Ethics, Membership, Programs, Professional Development, PRSSA (Student) Liaison.

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 chairperson 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 X  *  Chapter Meetings

Section 1  -  Annual Meeting

There shall be an annual meeting in October or November each year at such time and place as may be designated by the Board of Directors. 

Section 2  -  Regular Meetings

In addition to the annual meeting, there shall be at least six (6) regular monthly meetings each year at such times and places as may be designated by the Board of Directors. 

Section 3  -  Special Meetings

Special meetings of the Chapter may be called by the President, by the Board of Directors or by written request of twenty-five (25) percent of the Chapter members. 

Section 4  -  Notice of Meetings

Notice of the annual meeting shall be communicated to each member at least thirty (30) days in advance.  Notice of a regular meeting or special meeting shall be communicated to each member at least ten (10) days in advance. 

Section 5  -  Quorum

A quorum for membership voting is twenty-five (25) percent of the voting members present in person.

Section 6 – Voting by Proxy

Voting at any membership meeting may be done in person or by proxy, with each voting member having a single vote.  A majority of the members voting in person or by proxy where a quorum is present carries an action.  Members may vote without a meeting in elections, or on any matter presented by the board where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, electronic mail, or any other electronic means.

Article XI  *  Amendments

These bylaws may be amended by a two-thirds vote of the members present at any meeting in which a quorum is present in person or by proxy, provided such proposed amendment has been approved by the Chapter’s Board of Directors and at least thirty (30) days’ notice has been given to all members of any proposed amendments.  Amendments adopted in accordance with this provision become effective only after approval by PRSA’s National Board of Directors. 

Article XII  *  Miscellaneous

Section 1. Charter

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

Section 2.  Restrictions

All policies and activities of the Chapter shall be consistent with:

-       Applicable federal, state and local antitrust, trade regulation or other requirements.

-       Tax-exemption requirements imposed on the Society under Internal Revenue Code Section 501(c)(6), including the requirements 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.

Section 3. 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 4. Annual Report to the Society
The Chapter will submit an annual report to the Society each year, as well as any other document or report required by the Society. 

Section 5. 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 6. Remote Communications
To the extent permitted by law, any person participating in a meeting of the membership, board, or committee of the Chapter may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation constitutes presence in person at the meeting.

Section 7. Assets of Chapter and Dissolution
No member of the Chapter has any interest in, or right or title to the Chapter’s assets. Should the Chapter liquidate, dissolve or terminate in any way, all assets remaining after paying the Chapter’s debts and obligations shall be transferred to the Society or, in the event that the Society ceases to exist, to such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes and exempt under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law), as the Chapter board shall determine. In no event may any assets inure to the benefit of or be distributed to any member, director, officer, or employee of the Chapter.