(effective September 1, 2007)
NAME AND LOCATION
NAME AND LOCATION. The name of this organization shall be Philadelphia Public Relations Association (PPRA), a nonprofit Corporation incorporated in the State of Pennsylvania, and qualified as a tax exempt association as described in Section 501 (c) (6) of the Internal Revenue Service.
REGISTERED OFFICE. The registered office of the Corporation shall be at such location in Pennsylvania as the Directors may from time to time determine.
OTHER OFFICES. The Corporation may also have offices at such other places as the Directors may select and the business of the Corporation shall require.
OBJECTIVE. The objectives of the Corporation shall be:
- § to respect the public interest and the dignity of the individual;
- § to deal responsibly and honestly with those we represent, with the media and with other members of our profession, avoiding any semblance of conflict of interest;
- § to engage in educational programs and research that will enhance our knowledge and proficiencies, and advance our profession; and
- § to adhere to high standards of truth, accuracy, and ethical conduct in our relationship with the public.
CATEGORIES OF MEMBERSHIP. There are three categories of Membership. Each member has voting privileges.
- § INDIVIDUAL MEMBERSHIP: Membership is owned by the individual who is engaged in the public relations industry or who provides materials and services to it.
- § ASSOCIATE MEMBERSHIP: Must be under twenty-five (25) years of age OR employed in/provide materials or services to the PR profession for less than one year.
- § CORPORATE MEMBERSHIP: Three or more people from one company will receive a discount for each individual membership.
LIFE MEMBERS. Any individual who has been a member of the Association in good standing for a period of a minimum of ten (10) consecutive years and has retired from his or her principal public relations position shall be eligible for Life Membership with a written request to and approval by the Board of Directors. Life members pay a reduced membership fee and are entitled to vote.
HONORARY MEMBERS. Honorary Membership may be conferred upon a person at the discretion of the Board of Directors. These members shall not have any voting privileges and are not required to pay dues.
MEMBERSHIP TRANSFERS. Membership in the Association may be transferred by completing the appropriate transfer form signed by the original member and member to whom the membership is to be transferred.
MEMBERSHIP DUES. The annual dues for each member shall be determined by the Board of Directors. Membership is valid from the date of application submission through August 31.
REFUND. No portion of dues paid shall be refundable.
REGULAR MEETINGS. Meetings shall be held as determined by the Members.
ANNUAL MEETING. An annual meeting of the members shall be held at such time and place as the Board of Directors may determine.
SPECIAL MEETINGS. Special meetings of the entire membership may be called by the President, the Board or at the written request of ten percent (10)of the membership. Such requests shall state the purpose of the proposed meeting. At least five (5) days written notice stating the time, place and purpose of any special meeting shall be given to the Members entitled to participate.
RULES OF ORDER. The meetings and proceedings of the Association shall be regulated and controlled according to the most current Roberts Rules of Order for parliamentary procedure, except as may be otherwise provided by these Bylaws.
QUORUM. At an annual meeting or special meeting of members, a Quorum shall consist of fifty percent (50%) of those members registered for the meeting, provided that not less than twenty (20) are present at the meeting. In the event a quorum is not present, those in attendance may adjourn the meeting until a quorum is present.
VOTING. Each member shall be entitled to one (1) vote in person, by ballot, by mail, by email or by proxy.
ELECTED OFFICERS. The elected Officers of the Corporation shall be a President, President-Elect, Vice President/External Affairs, Vice President/Programs, Vice President/Membership, Vice President/Communications, Secretary and Treasurer.
ELIGIBILITY. Any member in good standing is eligible for nomination and election to any elective office. It is preferable that all nominees have previously served on the Board of Directors for at least one term.
NOMINATION AND ELECTION. The Chair (Immediate Past President) shall be the Nominating Committee Chair. The purpose of this committee is to develop a slate of officers and directors. The elections shall take place at the annual meeting.
TERM OF OFFICE. Each elected Officer shall take office at the annual meeting and shall serve for a term of one year or until his/her successor is duly elected and installed. Each elected Officer shall serve concurrently as a member of the Board of Directors and as a member of the Executive Committee.
RE-ELECTION. Elected Officers may be re-elected to the same office in a successive year. The Officers shall not serve in the same office for more than two (2) consecutive, one-year terms until at least one (1) year has elapsed.
VACANCIES. Vacancies in Chapter Officers due to death, resignation or other causes shall be filled for the balance of the term by a majority of the vote of the Board of Directors at any Regular or Special Meeting or by email vote. The Board of Directors, at its discretion may remove any Officer by a two-thirds (2/3) vote of all the members of the Board.
CHAIR. The Chair (Immediate Past President) shall not serve as Chairman of the Board but shall serve in an advisory capacity to the Board of Directors.
DUTIES OF OFFICERS
PRESIDENT. The President shall serve as Chair of both the Board of Directors and the Executive Committee. The President shall also serve as a member, ex-officio, with the right to vote on all committees except the Nominating Committee. The President shall preside at all meetings of the Board of Directors.
PRESIDENT-ELECT. The President-Elect shall preside at all meetings in the absence of the President and shall perform such other duties that may be delegated by the President and/or the Board of Directors. The President-Elect shall serve as an ex-officio member of all committees without voting power.
VICE PRESIDENTS. All Vice Presidents shall perform the duties as appropriate for each office and shall also perform such duties as may be prescribed by the President, Executive Committee and/or Board of Directors.
TREASURER. The Treasurer shall oversee the Corporation's funds and financial records. This officer shall assure that accurate accounts of the receipts and disbursements of the Corporation are maintained; shall cause financial reports to be provided to the Board and the Members as requested, and shall perform such other duties as may be prescribed by the Board or by the President. This officer shall be responsible for keeping the funds in such banks or investment management companies that are approved by the Executive Committee. This Officer shall be responsible for having all tax reports filed with the Internal Revenue Service and other state agencies as required.
SECRETARY. The Secretary shall attend all meetings of the Board of Directors and shall assure that minutes are prepared and maintained for all meetings of the Board and the Members; This officer shall handle all official correspondence of the Corporation and shall perform such duties as may be prescribed by the President, Executive Committee and/or Board of Directors.
CHAIR. The Chair (Immediate Past President) shall serve as the Nominating Committee Chair and serve in an advisory capacity to the Board of Directors. This officer shall also perform such duties as may be prescribed by the President, Executive Committee and/or Board of Directors.
BOARD OF DIRECTORS
DIRECTORS: The voting members of the Corporation who are in compliance with all provisions of these Bylaws shall be eligible to serve on the Board of Directors of the Corporation. No more than two members of the same organization shall be eligible to serve on the Board of Directors at the same time.
NUMBER, ELECTION AND TERM OF DIRECTORS: The Board shall consist of no less than twelve (12) persons. Directors shall be chosen annually by ballot of the Members at the annual meeting of the Members and shall serve for terms of no more than three (3) years and until their successors are elected. As nearly as possible, an equal number of terms shall expire each year.
COMPOSITION. The Board shall consist of the President, President-Elect, Vice President/External Affairs, Vice President/Programs, Vice President/Communications, Vice President/Membership, Treasurer, Secretary, Chair and no less than three directors. The President may appoint up to three (3) past presidents as ex officio of the board, with each having a vote for a term of one year.
VACANCIES AND REMOVAL. Vacancies in any elective position are filled for the balance of the term by a majority vote of the Board of Directors. Any Officer or Director may be removed from office for cause by a two-thirds (2/3) vote of all members of the Board of Directors.
QUORUM. A majority of all Directors shall constitute a quorum for the transaction of business at any meeting.
NOMINATION AND ELECTION. The Nominating Committee shall solicit recommendations from the membership for Directors allowing thirty days for suggestions.
COMPENSATION. Directors and elected Officers shall not receive any compensation for their services as an Officer or Director, rather such roles are considered to be a contribution of time and expertise to the Corporation.
REGULAR MEETINGS. Regular meetings of the Board shall be held as determined by Board.
SPECIAL MEETINGS. Special meetings of the Board may be called by the President or by one-third of the Board at any time. At least five (5) days notice stating the time, place and purpose of any special meeting shall be given to the members of the Board.
CONFLICT OF INTEREST. No member of the Board of Directors shall participate in the discussion or vote on any program or activity in which he/she or his/her organization has a direct personal or financial interest. The Board of Directors may ask that clarification or questions be made of such an individual.
BUDGET AND FINANCE COMMITTEE. The Budget and Finance Committee shall be the Executive Committee. The Committee shall review the annual budget of the Corporation and make recommendations to the Board of Directors.
NOMINATING COMMITTEE. The Chair shall preside as Nominating Committee Chair. The remaining members of the Nominating Committee shall be appointed by the Chair with the approval of the Executive Committee. There shall be no less than five (5) members including the Chair. A nominating form will be mailed or sent electronically to all members and completed forms must be returned to the Chair of the Nominating Committee within thirty (30) days. A slate of officers and directors will be sent to all members. Voting may be done by email or mail with the newly elected officers and directors taking office at their annual meeting.
PROGRAM COMMITTEE. The Program Committee shall be responsible for the planning and executing of the professional and educational programs of the Corporation which reflect the objectives of the Corporation.
MEMBERSHIP COMMITTEE. The Membership Committee shall promote membership in the Corporation, actively recruit members and focus on membership retention.
SPECIAL COMMITTEES. The President, with the approval of the Board of Directors, shall appoint other committees, sub-committees or task forces as are necessary.
An Executive Director may be employed by the Board of Directors to serve at its discretion. The Executive Director's duties and compensation shall be determined by the Board of Directors. Employment and discharge of the Executive Director shall require a two-thirds (2/3) majority vote of the entire Board of Directors.
EFFECTIVE DATE. These bylaws shall become effective as of September 1, 2007.
LIABILITY OF DIRECTORS: INDEMNIFICATION
GENERAL RULE. A Director shall not be personally liable for monetary damages as Director for any action taken, or any failure to take any action, unless:
- such person as director has breached or failed to perform the duties of his or her office (as determined under applicable Pennsylvania law) and
- the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness
Provided, however, the foregoing provision shall not apply to
- the responsibility or liability of a Director pursuant to any criminal statute or
- the liability of a Director for the payment of taxes to local, state or federal law.
INDEMNIFICATION. The Corporation shall indemnify any officer or Director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (and whether or not by, or in the right of the Corporation) (a "Proceeding") by reason of the fact that person is or was a representative of another domestic or foreign corporation for-profit or not-for-profit partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such Proceeding if such a person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and with respect to any criminal proceeding, had no reason to believe such conduct was illegal, provided, further, however, in instances of a claim by or in the right of the Corporation, indemnification shall not be made under this section in respect of any claim, issue or matter as to which the person has been adjudged to be liable to the Corporation unless and only to the extent that the court of common pleas of the judicial district embracing the county in which the registered office of the Corporation is located or the court in which the action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses that the court of common pleas or other court shall deem proper.
PROCEDURE. Unless ordered by a court, any indemnification under Section 13.2 or otherwise permitted by law shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because he or she has met the applicable standard of conduct set forth under that Section. Such determination shall be made:
- by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding;
- if such a quorum is not obtainable or if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
- by the Members.
ADVANCEMENT OF EXPENSES. The Corporation shall advance expenses incurred by an officer or Director who may be eligible for indemnification pursuant to this Article in defending a Proceeding unless such Proceeding is brought against the person by or in the right of the Corporation, and may advance such expenses in any case in which it decides indemnification may be appropriate, in advance of the final disposition of such proceeding, upon receipt of an undertaking by or on behalf of such person to repay the amount so advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation.
ARTICLES OF INCORPORATION. The Articles of Incorporation of the Corporation may be amended by a majority of all Members at any duly convened meeting of Members after not less than ten (10) days notice of such purpose has been given, including a copy of the proposed amendment or a summary of the changes to be effected thereby.
BYLAWS. These bylaws may be amended by a two-thirds (2/3) vote of returned ballots, provided the proposed change has been sent in writing to the members thirty (30) days prior to the ballot deadline. These bylaws may also be altered, amended or repealed by a two-thirds (2/3) vote of the Board of Directors.
FISCAL YEAR. The fiscal year of the Corporation shall begin on the first day of September and end the last day of August.
CONFLICTS OF INTEREST. The Board shall adopt a policy on dealing with conflicts of interest.
DISSOLUTION. The Corporation shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Corporation. On dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be elected by the Board of Directors.