Bylaws of the Buffalo Niagara Chapter of the
Public Relaitons Society of America

ARTICLE I – NAME

The name of this non-profit professional organization shall be the Buffalo/Niagara Chapter of the Public Relations Society of America.

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.

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.         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 Chapter membership.

Section 4.         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 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.

The right to vote and hold Chapter office is open to all members with the exception of those with retirement status. The right to serve as an assembly delegate or alternate delegate is limited to a member who is Accredited or otherwise qualifies under Section 2 of Article III of the Society Bylaws.

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 as directed on each member’s renewal notice.

Section 2.         Non-payment of Dues. 

Members whose dues are unpaid for a period designated by the national Society shall be considered not in good standing and shall not be entitled to vote, hold office or enjoy other privileges of membership. After a period designated by the national Society, members whose dues remain unpaid shall cease to be members of the Society and the Chapter, and their names shall be stricken from the membership roll, provided that such members 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. 

The governing body of the Chapter shall be a Board of Directors consisting of the president, president-elect, secretary, treasurer, the immediate past president, the assembly delegate(s), the liaison to PRSSA chapters, and three directors-at-large.

Section 2.         Assembly Delegate(s). 

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 the Bylaws of the Society, Article III. (See also Section 5, Article III of Chapter Bylaws.) If there is more than one assembly delegate, elections shall be held on a rotating basis.

Section 3.         Directors-at-large. 

One director shall be elected by the Chapter membership at its Annual Meeting to serve a three-year term beginning January 1 and until a successor is elected and installed. One-third of the directors-at-large will rotate off the Board each year.

Section 4.         Liaison to PRSSA Chapters.

The Chapter membership, at its Annual Meeting, shall elect a member in good standing to serve as liaison to all chapters of the Public Relations Student Society of America within the Buffalo/Niagara region. The liaison shall have full voting privileges on the Chapter Board. The liaison shall serve for a term of one year, renewable for up to three consecutive years.

Section 5.         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 6.         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 7.         Board Meetings. 

There shall be at least six meetings annually of the Board of Directors at times and places determined by the Board. It shall meet at the call of the president or upon call of any three members of the Board. Notice of each Board meeting shall be given to each director at least seven days in advance.

Section 8.         Quorum. 

A majority 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, a president-elect, a secretary and a treasurer.  The officers shall be elected by the Chapter membership at its Annual Meeting for a term of one year beginning January 1 and until their successors are elected and installed.

No officer having held an office for two successive terms shall be eligible to succeed himself or 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 committees with the approval of the Board of Directors and shall be an ex-officio member of all committees except the Nominating Committee. The president shall perform all other duties incident to the office.

Section 3.         President-Elect. 

The president-elect shall, at the request of or in the absence or disability of the president, exercise the powers and perform the duties of the president. The president-elect shall also generally assist the president and perform such other duties as prescribed by the Board of Directors.

Section 4.         Secretary. 

The secretary shall keep records of all meetings of the Chapter and of the Board of Directors, issue notices of all such meetings, maintain or cause to be maintained the roll of membership, and perform all duties customarily pertaining to the office. The secretary shall be responsible for maintaining all Chapter historical records.

Section 5.         Treasurer. 

The treasurer shall receive and deposit all Chapter funds in a bank or trust company selected and approved by the Board. All Chapter bank accounts shall be in the name of the Chapter, and both the treasurer and the Chapter president shall be authorized to sign checks and make withdrawals after approval of the Board of Directors. The treasurer shall prepare the Chapter's budget, make monthly 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 5A.       Disbursements from Treasury. 

The treasurer shall issue receipts and make authorized disbursements by check after proper approval by the president or Board of Directors. Neither the president nor the treasurer shall make disbursements without approval by the Board of Directors, and such approvals must be specific for non-routine, non-customary expenditures exceeding $100.00.

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, assembly delegate(s) or their alternates, or district officers, for expenses incurred in connection with the performance of Society 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 at least 60 days prior to the Annual Meeting of the Chapter.

Section 2.         Nominations. 

The Nominating Committee shall name at least one qualified nominee for each office and for each 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 at the Annual Meeting provided the nominees have been contacted and agree to serve if elected.

Section 3.         Notice to Membership. 

At least 30 days before the Annual Meeting of the Chapter, the Chapter shall mail to all Chapter members the list of nominees prepared by the Nominating Committee.

Section 4.         Elections. 

Officers, directors, and the assembly delegate(s) shall be elected at the Chapter Annual Meeting.  Election shall be by majority vote of the members in good standing present and voting. Members who are unable to attend the meeting will have the option of voting by proxy in a manner determined by the Nominating Committee. Balloting in contested elections shall be by secret ballot.

ARTICLE VIII – COMMITTEES

Section 1.         Standing Committees. 

In addition to the Nominating Committee, there shall be standing committees on Program/ Professional Development, Membership, Diversity, Liaison to PRSSA Chapters, Accreditation, Finance/Sponsorship, Scholarship, Awards, and Communication. Other committees may be established when deemed appropriate and needed by the Board of Directors.

Section 2.         Special Committees. 

Special committees shall be established and appointed by the president with approval of the Board of Directors.

Section 3.         Committee Reports. 

The chairman of each committee shall report its activities regularly to the Board of Directors.  All committee activities shall be subject to approval of the Board of Directors.

ARTICLE IX – MEMBERSHIP MEETINGS

Section 1.         Annual Meeting. 

There shall be an Annual Chapter Meeting no later than November 30 each year at a time and place designated by the Board.

Section 2.         Regular Meeting. 

There shall be at least seven regular monthly meetings each year at times and places designated by the Board of Directors.

Section 3.         Special Meetings. 

Special meetings of the Chapter may be called by the president, the Board, or a written request by 25 percent of the Chapter members.

Section 4.         Notice of Meetings. 

Notice of the Annual Meeting shall be mailed to each member at least 30 days in advance.  Notice of a regular meeting or special meeting shall be mailed to each member at least 10 days in advance.

Section 5.         Quorum. 

A majority of the members of the Chapter shall constitute a quorum at any meeting of the Chapter.

Section 6.         Rules. 

The meetings of the Chapter, Board and committees shall be governed by “Robert's Rules of Order.”

ARTICLE X – AMENDMENTS

These Bylaws may be amended, following approval of the Chapter Board of Directors, by a two-thirds vote of the membership present at any meeting at which a quorum is present, and provided at least 30 days notice has been given to all members of any proposed amendment(s).  Members may vote by proxy in accordance with Article VII, Section 4 of the Chapter Bylaws. Amendments adopted in accordance with this provision become effective only after approval by the Society's national Board of Directors.