PRAL-BR CHAPTER BYLAWS
The name of this organization shall be the Public Relations Association of Louisiana–Baton Rouge Chapter, hereinafter referred to as the Chapter, a non-profit organization conducting its activities within the State of Louisiana.
Article II—Purpose and Objectives
The Chapter's objectives are to improve the professional skills of the public relations practitioner, establish and maintain standards for the profession and provide a knowledge base for members and the community. The Chapter works toward several objectives within the organization and the community which benefits its members:
- To foster greater knowledge and appreciation of the public relations field;
- To help members acquire greater professional skill;
- To secure greater overall understanding and support of principles based on the Code of Ethics;
- To offer members a forum within their own ranks, and
- To promote and seek to maintain high standards of public service and conduct.
Membership shall be of three categories: active, student and honorary.
To qualify for membership, an applicant shall meet all eligibility requirements prescribed by these Bylaws, and amendments thereto.
Section 3—Active Membership
Applicants must be of established professional standing in the field of public relations or a related field. Interpretation of this requirement shall be vested in the Board of Directors which shall be guided by the nature and extent of experience of the applicant's occupational duties, responsibilities and interests.
Section 4—Student Membership
Applicants must be enrolled on a matriculating basis in any accredited college or university. Student applications will be approved in the same manner as regular membership applications.
Section 5—Honorary Membership
As determined by the Board of Directors.
New members shall be admitted by the Board of Directors by a quorum of those members present at any regular Board meeting.
Each member shall be entitled, subject to such rules as the Board of Directors may establish, to a certificate of membership signed by the President, a copy of the Bylaws of the Chapter, and a membership directory.
All active members who have paid current dues and against whom no charges—legal or financial as they relate to PRAL—are pending shall be eligible to vote and to hold office in the Chapter. If the right of a member to vote or hold office is questioned, the records of the Chapter shall be considered conclusive evidence.
Inactive members may be readmitted in accordance with Article IV, Section 6 of these Bylaws.
The fiscal year of the Chapter shall be from January I through December 31.
An initiation fee will be charged to all applicants accepted into membership.
Annual dues shall be assessed, payable in advance annually.
A portion of the annual dues shall be dedicated to the state organization. In turn, the state organization will use a portion of these monies to cover Southern Public Relations Federation dues. All members paying dues are automatically enrolled as members of the Southern Public Relations Federation.
All members paying dues shall be entitled to receive such publications and services as may be determined from time to time by the Board of Directors. The Board of Directors shall determine the proportion of dues to be devoted to this purpose.
Members whose dues are unpaid for three months or more shall cease to be active members. Good standing may be resumed upon the payment of all arrears and dues, provided that the lapsed period is not greater than one year. Only members whose dues are current shall be entitled to vote in any Chapter, PRAL or SPRF elections.
Article V—Governing Body
The governing body of this Chapter shall be the Board of Directors. This Board of Directors shall be composed of the President, the immediate Past President; Vice President, Secretary, and Treasurer, and six (6) Directors, to be elected by the membership of the Chapter. A member serving as the chapter's Southern Public Relations Representative can be appointed as a seventh (7th) voting member of the board of directors at the discretion of the board.
The Board of Directors shall pass upon all matters pertaining to the operation of the chapter; pass on the eligibility of ail applicants for membership; hear all grievances; approve all expenditures and contracts; and settle all affairs and matters of policy in accordance with these Bylaws and the dictates of responsibility. All matters involving the financial assessment of the membership, however, shall be submitted to the members of the Chapter for final action.
Business can be transacted only by a majority or quorum vote of the Board of Directors. The majority of the Board of Directors shall constitute a quorum; one of the six must be an officer of the Chapter.
In all cases in which they are applicable and not in conflict with the Constitution and Bylaws of Public Relations Association of Louisiana, the Chapter shall be governed in accordance with Robert's Rules of Order and these Bylaws.
Article VI—Officers and Board of Directors
The management of the affairs of this Chapter shall be vested in the Board of Directors.
The Board of Directors shall consist of six (6) directors at large, the elected officers of the Chapter, and the immediate Past President of the Chapter. The board may also appoint the chapter's Southern Public Relations representative as a seventh (7th) voting member of the board.
The term of office for directors shall be two (2) years except when a member is elected or appointed to fill an unexpired term. The chapter's appointed board member will serve a two (2) year term, as well, with the board's option to re-appoint the board member for up to six (6) years.
Six (6) directors shall be elected to the Board of Directors for two (2) years on an alternating yearly basis. A board appointed board member's position is for two (2) years on an alternating yearly basis for up to six (6) years.
The officers of the Chapter shall be a President, Vice President, Secretary and Treasurer. They shall be elected for one-year terms and serve until their successors are elected and qualified.
Officers' duties are as follows:
President: To preside at all meetings of the Chapter, to perform other such du duties as is customary for this office and to serve as Chairman of the Board of Directors.
Vice President: To assume the duties of the President in his absence and to serve as Chairman of the Program Committee.
Secretary: To keep attendance records, minutes of the meetings, and to otherwise record all matters of business acted upon by the Chapter and the Board of Directors.
Treasurer: To keep records of all financial matters of the Chapter, to work closely with the Board of Directors in preparing and administering the Chapter's budget.
In the event of a vacancy in the office of President, the Vice President shall automatically succeed to the office of President at the next regular meeting.
If an officer resigns or ceases to serve, the President, with the majority approval of the Board, may appoint a Board member or Committee Chairman to fill the unexpired term.
In the event a Director resigns or ceases to serve, the President, with the majority approval of the Board, may appoint an active member to fill the unexpired term.
If a Director is absent without cause from three (3) regular Board meetings, the President, with the approval of the Board, may declare that position vacant and appoint an active member to fill that position. A majority of the quorum present shall be the sole judge of the reasonableness of the excuse for the Director's absence.
Any officer or director may be removed for cause upon two-thirds (2/3) vote of the entire Board of Directors.
The President, with the approval of the Board, shall appoint standing and special committees. There shall be eleven (11) standing committees:
- Accreditation Committee
- Web Development Committee
- Awards Committee
- Pro Bono Committee
- Lantern Awards Committee
- Membership Committee
- Newsletter Committee
- Public Relations Committee
- Scholarship Committee
The President, with approval of the Board of Directors, shall appoint such special committees as may be needed to carry on the work of the Chapter, and shall name the chairman of each.
The Nominating Committee shall consist of five (5) active members in good standing, as follows:
One (1) Immediate Past President
Two (2) Past Presidents
Two (2) members at large who are not active on the Board
The Immediate Past President shall serve as chairman of the Nominating Committee.
Article Vlll—Nomination and Election of Officers
At least sixty (60) days prior to the regular election of officers, the President, with the approval of the Board, shall appoint a Nominating Committee.
The Nominating Committee, after soliciting suggestions for officers and directors, shall nominate a slate of officers consisting of one candidate for each position to be filled. At least one candidate for each non-officer position must be presented. The proposed slate must be presented in its entirety to the Board of Directors for approval prior to notification of the membership.
Only current board members or officers may be nominated to serve as an officer. All candidates for the Board must be active members in good standing with three years' experience in their field. Officer candidates must be respected public relations professionals.
An elected Director may not be elected for more than two (2) consecutive 2-year terms without remaining off the Board for a period of at least one (1) year.
The Secretary shall submit the slate in ballot form to each qualified member no later than October 15. Members may add or delete names for office on this ballot.
Each eligible ballot must be returned bearing a postmark not later than midnight on the date of November 15.
The Secretary shall count the ballots. The Nominating Committee will audit the ballots. Those receiving the greatest number of the votes shall be elected to their respective positions.
In the event of a tie for any position on the Board, the tie is to be broken by vote of the current Board of Directors, conducted in timely fashion.
Officers and Board members shall be presented and installed at the December meeting and shall take office on January 1 of the next year.
Regular membership meetings shall be held as decided by the Board of Directors, but at least eight (8) times yearly. The Vice President shall ensure that notice of the time and place of such meetings is sent to members well in advance.
The annual business meeting will be held in January as one of the regular membership meeting.
The Board of Directors shall strive to meet each month, but shall meet no fewer than six (6) times each year. The President shall notify members of the Board of Directors of each meeting and may, at his discretion, call such meeting of the Board as may be needed to accomplish the objectives of this Chapter.
Any proposed amendment of the Chapter Bylaws shall be presented to the Board of Directors for approval.
If approved by the Board, the proposed amendment shall be sent to the membership in written or published form at least thirty (30) days prior to a regular membership meeting.
The proposed amendment shall be voted on and a two-thirds (2/3) affirmative vote of the qualified members present is required for passage.
Article XI—Distribution of Assets upon Dissolution
Upon the dissolution of the Chapter, the assets of the Chapter shall be applied and distributed as follows:
A. All liabilities and obligations of the Chapter shall be paid, satisfied and discharged, or adequate provisions made therefor.
B. All other assets of the Chapter shall be transformed to one or more domestic corporations, societies or organizations engaged in similar activities, pursuant to a plan of distribution of assets adopted by the Board of Directors as provided by law.
In no event shall the assets of the Chapter be distributed to any board member and/or individual member upon dissolution of the Chapter.