BYLAWS OF THE
DALLAS CHAPTER OF THE
PUBLIC RELATIONS SOCIETY OF AMERICA
As Amended October 7, 2019
ARTICLE I – GENERAL
Section 1. Name. The name of this organization is the Dallas Chapter (“Chapter”), a chapter of the Public Relations Society of America, Inc. (“Society”).
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 (“Board”).
Section 3. 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 and 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.
Section 4. 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 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.
ARTICLE II – MEMBERSHIP
Section 1. Membership. Membership in the Chapter is limited to individuals who are members in good standing with the Society, who are in compliance with the Society’s bylaws, member code of ethics, and applicable policies and procedures, and who have paid membership dues to the Chapter as may be required by the Board of Directors pursuant to Article II Section 5 of these Bylaws.
Section 2. Admission to Membership. Admission to membership in the Society shall be governed by the pertinent provisions of the Society’s bylaws and subject to the eligibility requirements set forth above in Article I Section 1.
Section 3. 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 payments by a member to the Society do not mitigate such member’s financial obligations to the Chapter.
Section 4. Resignation or Termination of Membership.
- 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.
- A member may resign by submitting a written resignation to the Board.
- 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 5. Dues. The amount of Chapter dues shall be fixed annually by the Board. Any member whose Chapter dues are unpaid for one month shall not be in good standing, and shall not be entitled to vote, hold office or enjoy other privileges of Chapter membership, provided such member has been duly notified. As an incentive to attract, retain, and recognize members, the Board may authorize promotions or discounted chapter membership dues at its discretion.
Section 6. Membership Meetings.
- There shall be an annual membership meeting each year held no later than December 1 at such date, time and place as may be designated by the Board.
- In addition to the annual meeting, there shall be regular membership meetings at least three times a year at such times and places as may be designated by the Board.
- Special meetings of the Chapter may be called by the President, the Board or on written request by 25 percent of the Chapter members in good standing.
- Notice of the annual meeting shall be given to each member personally by mail, electronic mail or other mode of written transmittal at least 30 days prior to the meeting. Notice of a regular meeting or special meeting shall be given to each member at least 10 days in advance.
- A quorum for membership voting is 10 percent of the voting members.
- An electronic voting mechanism may be implemented upon discretion of the President, with approval of the Board.
ARTICLE III - OFFICERS AND BOARD OF DIRECTORS
Section 1. Scope. The affairs of the Chapter are managed by its Board. It is the Board’s duty to carry out the objectives and purpose of the Chapter, and to this end, it may exercise all powers of the Chapter. The Board is subject to the restrictions and obligations set forth in these bylaws, the Society’s bylaws, policies and procedures, and member code of ethics.
Section 2. Board Composition. The governing body of the Chapter shall be a Board consisting of the elected officers, elected and appointed directors, and ex-officio members. Directors and officers shall be members in good standing with the Chapter and the Society. Elected directors shall be elected by the Chapter membership at its annual meeting for a term of two years and may serve no more than three consecutive terms. Elected director terms will be staggered so that only a portion of the directors are up for election each year.
- Directors. There shall be two classes of directors, elected and appointed. Each director, irrespective of classification, shall have one vote and equal rights with all other members of the Board.
- Elected Directors. There shall be six elected directors, elected by the Chapter membership to serve two-year terms. Of these, three shall be elected each year in accordance with Article III, Section 3 of these bylaws. A Chapter officer elected while serving as a director shall resign as director before assuming office.
- Appointed Directors. Two directors may be appointed by the President. The term of office for an appointed director shall end on the day that the appointing President leaves office.
- Ex-Officio Members. The Immediate Past President shall be a voting ex-officio member of the Board. The following Chapter members shall be ex-officio members of the Board in an advisory capacity and without vote: any past president or chair of the Society, any member of the Chapter who holds office as PRSA Leadership Assembly Delegate, any member who holds office as a director of the Society nationally, and the Southwest District Chair.
Section 3. Nomination and Election Procedures.
- A Nominating Committee consisting of at least five members shall be appointed by the President at least 90 days prior to the annual meeting to recommend candidates for all elected offices. This committee is to be chaired by the Immediate Past President and include the President-Elect. Incumbent Chapter officers, with the exception of the President-Elect, shall not be eligible to serve on this committee. It shall be the duty of the Nominating Committee to present nominations for all officers (except President) and elected Board members, offering the name of one eligible member in good standing to the Chapter.
- The Nominating Committee shall ask the Chapter membership for nominations of officers and directors by publishing a request for nominations to the Chapter newsletter at least 60 days prior to the annual meeting.
- The names of nominees shall be presented to the Board for its consideration and approval with sufficient time for the names to be published in the Chapter newsletter at least 30 days prior to the annual meeting.
- The Chair of the Nominating Committee shall present and announce the nominees to Chapter members at the annual meeting.
- Prior to voting on the Nominating Committee’s recommendations at the annual meeting, the presiding officer or Chair of the Nominating Committee shall call for additional nominations from the floor for each post to be filled. Additional nominations, if any, shall be accepted, provided the nominees have been contacted, have agreed to serve if elected, and meet any and all requirements for election to the post for which they are being nominated.
- After nominations have been closed, officers and directors shall be elected by a simple majority of all eligible Chapter members present and voting. Balloting in contested elections shall be by secret ballot. The results of secret ballots shall be certified by the President and two officers.
Section 4. Chapter Officers. The officers of the Chapter shall be President, President-Elect, Vice President(s), Secretary and Treasurer. The officers, except the President, shall be elected by the Chapter membership at its annual meeting for a term of one year, beginning January 1 and ending when their successors are elected and installed. No officer having held an office for two successive terms shall be eligible to succeed himself/herself in the same office.
Section 5. President. The President shall be a member who is accredited in public relations (APR). The president shall be the titular head and official spokesperson of the Chapter; shall preside at all meetings of the Chapter, Board and Executive Committee; and, in general shall supervise the affairs of the organization. He/she shall appoint all committees with the approval of the Board and shall be an ex-officio member of all committees, unless otherwise provided by the Board. The President shall also be the public representative of the Chapter and is authorized to delegate this responsibility. The President or his/her designee shall serve as a PRSA Leadership Assembly Delegate. The President shall immediately succeed to the position of Past President upon expiration of the President’s term of office.
Section 6. President-Elect. The President-Elect shall perform all duties in the case of the President's inability to serve or upon the President's direction. In the event that the office of President becomes vacant during the term of the incumbent, the President-Elect shall succeed to the Presidency for the remainder of the term and shall retain the Presidency during the year for which he or she was elected. In the absence of the President from any meeting of the Chapter, Board or Executive Committee, the President-Elect shall perform such duties as may be assigned by the Board of Directors or by the President, including supervision of a portfolio of committees. The President-Elect automatically succeeds the President on January 1, upon expiration of the President’s term of office. The President-Elect or his/her designee shall serve as a PRSA Leadership Assembly Delegate.
Section 7. Vice President(s). The Vice President(s) shall perform such duties as may be assigned by the Board of Directors or by the President, including supervision of a portfolio of committees.
Section 8. Secretary. The Secretary shall keep records of all meetings of the Chapter and of the Board, issue notices of all meetings, maintain or cause to be maintained the roll of membership, and perform all other duties customarily pertaining to the office of the Secretary.
Section 9. Treasurer. The Treasurer shall receive and deposit all Chapter funds in the name of the Chapter, in a bank or trust company selected and approved by the Board. He/she shall issue receipts and make authorized disbursements after proper approval by the President or Board. He/she shall prepare the Chapter’s budget, make regular financial reports to the Board and perform all other duties incident to the office of the Treasurer. The Board’s designated Administrator may also perform these duties.
Section 10. Leadership Assembly Delegates. The PRSA Leadership Assembly Delegate(s) shall serve as the Chapter’s representative(s) at meetings of the PRSA Leadership Assembly, and as liaison(s) between the Society and the Chapter. The Chapter President and the President-Elect shall serve as PRSA Leadership Assembly Delegates. In the event that additional Assembly Delegates are required, the Chapter President will appoint delegate(s) as needed, with approval by the Board of Directors. Appointed Assembly Delegates shall serve for a term that expires on January 1 of the following year.
Section 11. Vacancies. Vacancies in elected offices, except that of President, shall be filled by the Board. The President-Elect shall automatically succeed to the office of President in the event of a vacancy in the Presidency.
Section 12. Removal or Resignation.
- Any director who misses more than three consecutive board meetings without an excuse acceptable to the board may be given a written notice of dismissal by the Chapter president and replaced in accordance with Section 11 above.
- Any officer may be removed by: (1) two-thirds of the members voting where a quorum is present, or (2) three-quarters of the full board, excluding the officer proposed to be removed. Any officer proposed to be removed shall be provided with advance written notice, including the reason for the proposed removal, and must have an opportunity to respond to the proposed removal in writing or in person.
- Any director or officer may resign at any time by providing written notice to the board.
- Any removal or resignation of a person as an officer automatically results in that person’s removal or resignation from the board.
Section 13. Board Meetings. There shall be at least eight meetings of the Board at such times and places as it may determine. It shall meet at the call of the President or upon call of any three directors. Notice of each meeting of the Board shall be given personally by mail, electronic mail or other mode of written transmittal to each director at least seven (7) days prior to the meeting. Notice may be waived by consent of a majority of Board members. Proxy voting is prohibited at board meetings. All Chapter members in good standing may attend meetings of the Board of Directors, except when the Board is meeting in Executive Session.
Section 14. Quorum. A majority of voting members of the Board shall constitute a quorum for the transaction of business at any meeting duly called and held, provided, however, that the voting member is present when business is transacted, and an officer is present.
Section 15. Compensation and Reimbursement. No director or 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.
Section 5. Executive Committee. The officers shall constitute the Executive Committee of the Board. The Executive Committee shall have the power to act for the Board between meetings of the Board; it shall report and be responsible to the Board. Meetings of the Executive Committee shall be called by the President, or by any four members thereof, provided due notice is given to all members of the committee.
ARTICLE IV – BUDGET
Section 1. Based on the proposed budget submitted by the President-Elect, the Budget Committee, chaired by the newly elected Treasurer, will be formed following the elections to prepare a budget based on a proposal from the incoming President for consideration and approval by the Board of Directors.
Section 2. By a majority vote, the Board may revise the budget no more than once every three months.
Section 3. Expenditure of contingency funds must be approved by a majority of the Board.
Section 4. The Chapter’s funds shall be expended in such a manner as to return the greatest benefits to members in accordance with the objectives outlined in Article I.
ARTICLE V – COMMITTEES
Section 1. Appointment and Dissolution of Committees. The Board may appoint and dissolve committees, with the exception of the Nominating Committee, to carry on the affairs of the Chapter as the Board deems necessary or advisable. The Board shall determine the duties of such group, as well as its size and tenure. All committees established under this section shall be subject to the authority of the Board.
Section 2. Special Committees. Special committees may be established and appointed by the President with approval of the Board of Directors.
Section 3. Committee Chairperson(s) and Staff. With the exception of the Nominating Committee, all committee chairpersons shall be appointed by the President. Selection of individual committee members shall be the responsibility of the committee chairperson(s), in consultation with the President.
Section 4. Subcommittees. Subcommittees may be appointed by committee chairpersons.
Section 5. Committee Reports. The chair of each committee shall report its activities regularly to the Board. All committee activities shall be subject to approval by the Board.
Section 6. Financial Responsibility. Committees shall not spend or obligate Chapter funds without the express authority of the Board. Such authority shall be granted through the budgetary process defined in these bylaws or through a special grant by the Board. Committees will maintain records of all financial transactions.
ARTICLE VI – AMENDMENTS
These bylaws may be amended by a two-thirds vote of the members present at any meeting, provided such proposed amendment(s) has been approved by the Chapter’s Board, and at least 30 days’ notice has been given to all members of any proposed amendment(s). Amendments adopted in accordance with this provision become effective only after approval by the Society’s board.
ARTICLE VII – MISCELLANEOUS
Section 1. Charter. The Chapter and its officers, directors and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by the Society.
Section 2. 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 3. 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 4. 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 5. 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 organization and operated exclusively for charitable, educational, religious or scientific purposes and except 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, administrator or employee of the Chapter.
Section 6. Nondiscrimination. In all deliberations and procedures, the Chapter will subscribe to a policy of nondiscrimination on the basis of race, creed, religion, disability, sex, age, color, national origin or sexual or affectional preference.
Section 7. Fiscal Year. The fiscal year of the Chapter will be the calendar year.
Section 8. Remote Communications. 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.