Bylaws

Approved and Adopted April 2016

Article I – Name and Headquarters

The name of this Chapter is the Central West Coast (CWC) Chapter of the Florida Public Relations Association (FPRA or Association), Inc., with headquarters at the office of the President unless otherwise designated by the Board of Directors.

Article II – Nature and Object

Section 2.1: The object and purpose of the Central West Coast Chapter is to maintain the standards and objectives of FPRA. Additionally the aim is:

§ To foster the area’s recognition of FPRA members as management professionals and promote the ethics and goals of FPRA.

§ To provide programs and activities for professional development as well as activities that encourage continued learning plus camaraderie among its members.

§ To cultivate a better understanding of the leadership skills, and economic and social value of public relations to the consuming public.

§ To strive in all ways to meet the requirements of membership in FPRA, and advance the Association’s welfare.

Section 2.2: In the event of the dissolution of the Central West Coast Chapter, all assets shall be distributed to the Florida Public Relations Association, Inc.

Article III – Membership

Section 3.1 Membership in the CWC Chapter shall be open to members in good standing of FPRA who either work or reside in the geographic service area designated for the chapter or a neighboring area not served by another FPRA Chapter.

Section 3.2 The membership categories shall be the same as directed by the Association’s Bylaws.

Section 3.3 All applicants for membership shall complete and sign the application form provided by the Association and submit to the State Office for approval. Such application shall include an agreement by the applicant to abide by the Association’s Code of Ethics and to pay dues assessed by the Association.

Section 3.4 No Association dues, admission or activity fees shall be refunded to any member whose membership terminates for any reason.

Article IV – Officers

Elected officers shall include President, President-elect, Vice President of Finance, and Vice President of Administration, the Immediate Past President shall automatically be one of the board members. The board of directors shall include vice president and director positions in accordance of the needs of the chapter.

Section 4.1 Executive Committee The Executive Committee has the authority and responsibility to act in place and stead of the board of directors between board meetings on all matters, except those specifically reserved to the board by these bylaws, pursuant to delegation of authority to such Committee by the Board of Directors.

Section 4.2 Composition: The composition of the elected officers of the chapter’s Executive Committee is determined by the nominating committee and should include the officer position outlined above.

Section 4.3: Nominations: These officers and other members of the board of directors are nominated by a committee of no fewer than three, who are appointed by the president with the approval of the chapter’s board of directors, no later than three months preceding the Annual Meeting of FPRA. The most recent past chapter president who is still a member of the chapter, will serve as the chair of the nominating committee. The slate of officers will be announced and provided to chapter members 30 days prior to the election. Duties and responsibilities of the elected officers and directors will be defined in the chapter’s policies and procedures

Section 4.4: Election: The election of officers will be held no later than the meeting immediately preceding the Annual Meeting of FPRA. Election shall be by vote of the members in attendance at such meeting. Any person so nominated shall have given his or her prior consent to nomination and election as an officer.

Section 4.5 Term of Office: Elected officers shall assume their responsibilities on September 1 and shall serve a period of one year.

Section 4.6: Officer Responsibilities: The President will preside at all meetings of the membership and of the Board of Directors; enforce observance of an adherence to the Constitution and Bylaws; offer for consideration all motions regularly made; appoint all committees; fill all vacancies which occur on the Board of Directors; and perform such other duties as the office shall require. The President does not introduce motions; nor vote on any question except in the event of a tie vote. The President serves as a member of the State Board of Directors of FPRA, and is an ex-officio member of all committees.

The President-elect will, in the absence of the President, assume the duties of that office. In addition, the President-elect serves as a member of the State Board of Directors of FPRA and is the incoming President of the chapter.

The Vice President of Finance is responsible for the receipt of all funds due to the chapter; the disbursement of chapter monies; maintaining an account with a recognized financial institution; preparing an annual budget; making a financial report at each board meeting or at special meetings when called upon to do so; and submitting a complete financial report at the end of the Chapter’s fiscal year. The VP of Finance cannot serve for more than two consecutive years.

Vice President of Administration: The Vice President of Administration is responsible for the proper recording of proceedings of meetings with the Executive Committee and Board of Directors. The VP of Administration shall see that accurate records are kept of all the members and be the point of contact for meeting venues.

Section 4.7: Board of Directors: The composition of the elected board of directors is determined by the nominating committee. Changes in the number and title of the board of directors require policy and procedure revision. The election of the board of directors will be held no later than the meeting immediately preceding the Annual Meeting of FPRA. Election shall be by vote of the members present at such meeting. Any person so nominated shall have given his or her prior consent to nomination and election as a board of directors. The board of directors shall assume their responsibilities on September 1 and shall serve a period of one year.

Section 4.8: Qualification for Office: Any voting member in good standing shall be eligible for nomination and election to any elective office in the Chapter provided he or she has been actively engaged in Chapter meetings and activities, and has met all financial obligations to the Chapter.

Section 4.9: Vacancies and Removal: Any vacancy occurring on the Board of Directors shall be filled by the Board. A VP or Director so selected shall serve the unexpired term of his or her predecessor. The Board of Directors may, at its discretion, by affirmative vote of at least two-thirds of its members, remove any Director for cause.

Section 4.10: Compensation: No member of the Board of Directors may receive any compensation for his or her service on the Board.

Section 4.11: Re-Election: Neither the President nor the President-Elect generic modafinilshall be eligible for re-election to the same office until one year has elapsed.

Article V – Board of Directors Meetings & Voting

Section 5.1: Authority & Responsibility: The Board of Directors (Board) serves as a policy-making Board.

Section 5.2: Financial Expenditures: The Board may authorize expenditures not to exceed the current amount in the treasury.

Section 5.3: Meetings: The Board meets prior to regularly scheduled chapter membership meetings, or at the request of the President. Notice of all such meetings shall be given to the Directors no less than five (5) days before the meeting is held. Special meetings of the Board may be called by the President or at the request of any three (3) VPs or Directors, by notice mailed, telephoned or e-mailed to each member of the Board of Directors not less than twenty-four (24) hours before the meeting is held. A conference-call meeting shall be deemed permissible for any regular or special meeting of the Board, provided quorum and notice requirements have been met.

Section 5.4: Absences: The President may remove any member from the Board of Directors who has two unexcused absences or three consecutive absences from monthly meetings.

Section 5.5: Special Meetings: The President can call a special meeting with the Executive Committee for purposes of official business or extenuating circumstances. The Executive Committee can vote on these matters.

Section 5.6: Quorum: Board of Director meetings can be held without a quorum (one more than half of all eligible members). Any official board business that requires a vote does require a quorum.

Section 5.7: Voting: Voting rights of an elected officer of the Chapter shall not be delegated to another but may be exercised by proxy. The voting rights of a State Director representing the Chapter may be delegated to another voting member of the Association’s Board of Directors. In meeting of the Chapter’s Board of Directors, the President shall vote only in the event of a tie vote.

Section 5.8: Voting by Mail, Phone Facsimile or E-mail: Action taken by a mail, phone, facsimile or e-mail ballot of members of the Board of Directors, in which a majority of such Directors indicate themselves in agreement, shall constitute a valid action of the Board if reported at the next regular meeting of the Board.

Section 5.9 Proxy: When officers cannot attend a Board meeting, they will notify the President and send any items for the meeting at least 24 hours prior. Board members may also send an alternate in his or her place. This alternate has no voting privileges, but must be a member in good standing.

Article VI – Chapter Meetings of Members & Voting

Central West Coast Chapter meetings shall be held regularly, at the convenience of the members.

Section 6.1: Time & Location: The designation of time and place of the meeting shall be made by the President upon approval of the Board of Directors.

Section 6.2: Annual Meeting: The Annual Meeting of the Chapter shall be held at such place and on such date(s) as may be determined by the Board of Directors.

Section 6.3. Special Meetings: Special meetings of the Chapter may be scheduled by the Board of Directors at any time or shall be scheduled by the President upon receipt of a written request by at least five (5) members, within twenty (20) days after the filing of such request with the president. The business to be transacted at any special meeting shall be stated in the notice thereof, and no other business may be considered at that time.

Section 6.4: Notice of Meetings: Written notice of any Chapter meeting at which official Chapter business is to be transacted shall be e-mailed to the last known email address of each member not less than five (5) days before the date of the meeting.

Section 6.5: Voting: At all Chapter meetings, each voting member shall have one (1) vote, and may take part and vote in person only. Unless otherwise specifically provided by these Bylaws, a majority of those members present and casting a vote shall govern.

Section 6.6: Voting by Email: Proposals to be offered to the members for an e-mail vote, excepting election ballots, shall first be approved by the Board of Directors unless the proposal is endorsed by ten (10) percent or more of the Chapter’s voting members, in which case Board approval is not necessary. On any email ballot, at least twenty (20) percent of all voting members must cast a ballot within thirty (30) days of the mailing of such a ballot for such mail vote to be effective.

Section 6.7: Quorum of Members: At an annual, regular or special meeting of members, a quorum shall consist of fifty (50) percent of those voting members registered for said meeting, providing no less than ten (10) percent of the Chapter’s voting members are present.

Section 6.8: Cancellation of Meeting: The Board of Directors may cancel any annual or special meeting for cause.

Section 6.9: Rules of Order: The meetings and proceedings of the Chapter shall be regulated and controlled according to ROBERT’S RULES OF ORDER for parliamentary procedure, except as may be provided by the chapter’s Bylaws and policies and procedures.

Article VII – Chapter Finance

Section 7.1: Bank Statements and Checks: The chapter President should review original bank statements monthly.

Section 7.2: Fiscal Year: The Chapter fiscal year begins September 1 and runs through August 31 to coincide with FPRA’s and Chapter’s leadership year.

Section 7.3: Bonding: Trust or security bonds may be furnished by the President, VP of Finance or such other officers as the Board of Directors shall direct. The amount of such bonds shall be determined by the Board and cost paid by the Chapter.

Section 7.4: Budget: The Board of Directors shall adopt an annual operating budget covering all activities of the Chapter; such adoption shall take place within sixty (60) days of the start of the Chapter Year or to coincide with requirements set forth by the Association, whichever comes first.

Section 7.5: Audit: In lieu of an audit by a Certified Public Accountant, the President, with the approval of the Board of Directors, may appoint a committee to conduct an annual financial review of the Chapter’s financial records and to report its findings to the Board.

Article VIII – Amending the Bylaws

Section 8.1 Amendments may be proposed by:

  1. The Association Board of Directors
  2. Chapter Board of Directors
  3. Upon petition of any five (5) qualified voting members

Section 8.2 Amendments are first approved by the Chapter Board of Directors, then submitted to the Association Board of Directors for consideration. The Association Board of Directors determines if the amendment(s) are consistent with Association bylaws. If the Association Board of Directors does not approve, it shall clearly communicate the reason for denial to the Chapter Board of Directors