Bylaws of the Silicon Valley Chapter of the Public Relations Society of America
ARTICLE I – GENERAL
Section 1. Name. The name of this organization is PRSA Silicon Valley Chapter (“Chapter”), a chapter of the Public Relations Society of America, Inc. (“Society” or “PRSA”).
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 territory of this Chapter generally includes the California counties of Santa Clara, San Mateo, Santa Cruz, San Benito, Monterey, and Southern Alameda. The Chapter also serves members in San Francisco, in collaboration with the San Francisco Chapter.
Section 3. Objectives.
- In accordance with the purposes of the Society as set forth in the Society’s certificate of incorporation and bylaws, as amended, and the objectives of this Chapter shall be to serve a diverse community of professionals, empower them to excel in effective, ethical and respectful communications on behalf of the organizations and interests they represent and the constituencies they serve, and advance the careers of its members by providing:
- Opportunities for professional development and lifelong learning for members at all stages of their careers and for the full range of their professional fields of interest.
- Professional communities that are vibrant, diverse, inclusive, and welcoming.
- Commitment and responsiveness to member professional needs.
- Recognition of professional capabilities, contributions, and accomplishments.
- Support for communications thought leadership, advocacy, and professional excellence.
- Professional ethics guidance and support.
- Opportunities for community connections and outreach on behalf of the profession.
- Support for students and opportunities for mentors.
- The Chapter, its board of directors (“board”), officers, and members shall support and adhere to the Society’s certificate of incorporation, bylaws, and rules, policies and procedures relating to Chapters (“PRSA Chapter Policies”). The bylaws, policies, and procedures of this Chapter, as adopted and amended from time to time, shall not be in conflict with the PRSA Chapter Policies. To the extent there exists any conflict or inconsistency between the PRSA Chapter Policies and the governing documents of the Chapter, the PRSA Chapter Policies shall prevail.
Section 4. Restrictions. All policies and activities of the Chapter shall be consistent with all applicable federal, state and local antitrust, trade regulation, or other laws and 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.
ARTICLE II – MEMBERSHIP
Section 1. Membership Eligibility. Membership in the Chapter is limited to individuals who are members in good standing with the Society, who are in compliance with the PRSA Chapter Policies, and who are current with their membership dues to the Society and the Chapter.
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 Section 1.
Section 3. Rights, Privileges, and Obligations 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 board shall determine Chapter membership rights and privileges.
Section 4. Resignation or Termination of Membership.
- A member’s Chapter membership is automatically terminated without action by the board for failure to pay applicable dues for three months or more; failure to meet the eligibility requirements for Society or Chapter membership; or when the membership to the Society has been terminated for any reason, including non-payment of dues. Upon suspension or expulsion from membership in the Society, such member shall automatically be suspended or expelled, as applicable, from the Chapter.
- A member may resign from Chapter membership by submitting a written resignation to the Chapter president.
- 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 three months or more 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.
ARTICLE III – MEMBERSHIP MEETINGS.
Section 1. Annual Meeting. There shall be at least one membership meeting each year at such date, time and place as may be designated by the board.
Section 2. Special Meetings. Special meetings of the membership of the Chapter may be called by the president, the board, or on written request by 25 percent of the Chapter members.
Section 3. Meeting Notice. Notice of a membership meeting shall be given to each member by mail, electronic mail, or other mode of written or electronic transmittal at least twenty-five business days prior to the meeting. Notice of a special meeting shall be given to each member at least ten business days in advance.
Section 4. Meeting Quorum. Membership meetings may be held in-person or by other electronic or remote participation and voting methods. A quorum for membership voting is 20 percent of the membership.
ARTICLE IV – OFFICERS AND BOARD OF DIRECTORS
Section 1. Scope. The affairs of the Chapter are managed by its board of directors. It is the board’s duty to carry out the objectives and purposes 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 Chapter bylaws, and by law, and by the PRSA Chapter Policies.
Section 2. Fiduciary Duty. Officers and board members are fiduciaries and must act in accordance with the fiduciary duties of care, loyalty, and obedience. In simple terms, this means that board members and officers must: be diligent and careful in performing their duties; act reasonably, prudently, and in the best interests of the Chapter; avoid negligence, fraud, or conflicts of interest; and ensure that the Chapter is operating in furtherance of its stated purposes and is operating in compliance with applicable laws, regulations, and the PRSA Chapter Policies. In the event that the duties of care, loyalty, and/or obedience are breached, the person breaching the duty is potentially liable for any damages caused as a result of the breach.
Section 3. Board Composition. The governing body of the Chapter shall be a board of directors consisting of the president, president-elect, secretary, treasurer, immediate past president, PRSA Leadership Assembly delegate(s), and at least five directors-at-large, with the specific number as the board may specify from time to time. Directors and officers shall be members in good standing with the Chapter and the Society.
Section 4. Nomination and Election Process. The board shall set forth the nomination and election policies and procedures and make such procedures available to the membership.
Section 5. Officer and Director Terms. Directors and officers, except for the immediate past president, shall be elected annually by the Chapter membership for a term of one year, beginning January 1 and ending when their successors are elected and installed. The term of office for the treasurer shall be two years. No officer having held an office for two successive terms shall be eligible to succeed himself/herself in the same office. No officer or director shall serve more than ten consecutive years on the board, but they would be eligible for re-election to the board following a break of service of at least one year.
Section 6. Chapter Officers. The officers of the Chapter shall be a president, president-elect, secretary, treasurer, and immediate past president. The offices of secretary and treasurer may be combined and held by the same person.
Section 7. President. The president or the president’s designee shall preside at all meetings of the Chapter and of the board. The president shall appoint members of all committees with the approval of the board and shall be a non-voting ex-officio member of all committees, unless otherwise determined by the board. The president shall perform all other duties incident to the office of president. The president shall immediately succeed to the position of past president upon expiration of the president’s term of office.
Section 8. President-Elect. The president-elect shall assist the president, perform all duties incident to the office of president-elect and, in the absence or disability of the president, shall exercise the powers and perform the duties of the president. The president-elect shall immediately succeed to the office of president upon expiration of the president’s term of office and approval by the membership, or in the event of the death, resignation, removal, or incapacity of the president.
Section 9. Immediate Past President. The immediate past president shall be the individual most recently occupying the position of president, and shall serve as a member of the board for a one-year term immediately upon expiration of his or her term as president. The immediate past president shall perform all duties incident to being a member of the board and as may be determined by the president or board of directors. The immediate past president shall serve as advisor to the president and board and assist in providing continuity in implementation of the chapter’s mission and perspective about past decisions. If the immediate past president resigns or is not able to serve on the board, then the position shall remain vacant until filled the following year with the next immediate past president.
Section 10. Secretary. The secretary shall keep records of all meetings of the Chapter and of the board, send copies of such minutes to PRSA Headquarters and to the district chair, issue notices of all meetings, maintain or cause to be maintained the roll of membership, administer the board election process, and perform all other duties customarily pertaining to the office of the secretary.
Section 11. 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. The treasurer shall issue receipts and make authorized disbursements in accordance with the Chapter’s financial policy approved by the board. The treasurer shall prepare the Chapter’s budget, make regular financial reports to the board, render an annual financial statement to Chapter membership, and perform all other duties incident to the office of the treasurer.
Section 12. 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 a liaison between the Society and the Chapter. The Chapter president and/or president-elect shall serve as a PRSA Leadership Assembly delegate. If the president or president-elect is not able to serve as a delegate, then the president may appoint and the board approve the Chapter’s Leadership Assembly delegate(s). Each additional delegate for the Chapter shall be appointed by the president and approved by the board for a term of two years beginning January 1 and ending when his/her successor is appointed and installed. To be eligible to serve as a PRSA 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 13. Vacancies. In the event of death, resignation, removal, or expulsion of any officer or director, 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 14. Removal or Resignation.
- 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 12 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 15. Board Meetings. There shall be at least four meetings of the board during the year 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 five business days prior to the meeting. Meetings may be held remotely using conferencing or electronic technology. Proxy voting is prohibited at board meetings.
Section 16. Quorum. One-half of the directors in office shall constitute a quorum for all meetings of the board.
Section 17. Compensation and Reimbursement. Service as an officer, board member, or committee member is voluntary, and no officer, director, or other volunteer of the Chapter shall be entitled to any salary or other compensation for services rendered as such, but they may be reimbursed for expenses reasonably incurred in connection with the performance of their duties to the Chapter. Specific professional services provided by officers or directors may be reasonably compensated for such services with prior authorization by the board.
ARTICLE V – COMMITTEES
Section 1. Creation and Dissolution of Committees. The board may create and dissolve committees to carry on the affairs of the Chapter as the board deems necessary or advisable. The board shall determine the duties of committees, as well as their size and tenure. All committees established under this section shall be subject to the authority of the board. The board shall maintain a policy regarding committees, including membership, duties and roles, reporting and budgets, and related matters.
Section 2. 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.
ARTICLE VI – AMENDMENTS
These bylaws may be amended by a two-thirds vote of the members present at any meeting in which a quorum is present, either in person or by a separate ballot distributed to members, provided such proposed amendment(s) has been approved by the Chapter’s board, and at least thirty days’ notice has been given to all members of any proposed amendment(s). No amendments or changes or repeal of these bylaws can take effect until approved by authority of the Society’s Board of Directors.
Article VII – 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. The charter granted by the Society to Chapter to be a chapter shall remain in effect unless and until revoked by the Society or surrendered by the Chapter.
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. Assets include any financial, property, documents, or tangible assets, as well as access to all Chapter accounts including website(s), social media, lists, or other intangible assets.
- If the Chapter should 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)(3) 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.
- The Chapter shall inform the Society of any intent to dissolve, merge, combine, affiliate, or transfer all or substantially all of the assets of Chapter to any other entity. No dissolution, merger, combination, affiliation or transfer of all or substantially all of the Chapter’s assets can take effect until approved by authority of the Society’s Board of Directors.
- No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable to, its officers, directors, committee members, employees, or other private persons, except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
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, or any other characteristic protected by law.
Section 7. Fiscal Year. The fiscal year of the Chapter will be the calendar year, January 1 to December 31.
Section 8. 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.