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    2017 Proposed Bylaws Changes

    At our meeting on Sept. 20, members of the Hampton Roads chapter of PRSA will be asked to vote on whether to approve a number of changes and updates to the chapter bylaws. You can register for the meeting here.

    The proposed changes are intended to position our chapter for the future while updating language and confirming to PRSA National bylaws. The proposed revised bylaws must be approved in total. 

    Highlights of Proposed Changes to PRSAHR Bylaws

    The changes were approved by PRSA National this spring. Now, our Chapter members must approve them in order for them to become official. Our current bylaws can be found here.

    In many cases, format and wording in the proposed bylaws were revised to conform to National bylaws model. Key changes are highlighted in blue.

    ARTICLE I  - GENERAL

    Combined previous ARTICLES I, II and part of III to spell out our chapter’s name (Hampton Roads Virginia Chapter), territory (the Hampton Roads cities and adjacent counties in southeastern Virginia, the Eastern Shore of Virginia and counties in northeast North Carolina), objectives.

    Section 3. Objectives. Changed from ARTICLE II. Expanded chapter’s objectives to include serving a diverse community of professionals, empowering them to excel in effective, ethical and respectful communications; and advancing the careers of its members by providing lifelong learning, welcoming professional communities, recognition of capabilities and accomplishments, and thought leadership, ethics and professional excellence. Also added that board members must adhere to the bylaws, Code of Ethics and all applicable policies and procedures.

    Section. 4. Restrictions. Added that all chapter policies and activities must be consistent with federal, state, antitrust and other requirements, and that no part of the chapter’s net earnings shall benefit a private individual.

    ARTICLE II - MEMBERSHIP, formerly ARTICLE III

    Section 1. Membership Eligibility. Expanded wording to note that Chapter membership is limited to individuals in good standing with the Society who comply with National bylaws and the Code of Ethics and who have paid Chapter membership.

    Former Section 2. Territory and Location. Information moved to ARTICLE I.

    Section 2. Admission to Membership, formerlySection 3. Added that admission to membership is subject to the eligibility requirements in ARTICLE II, Section 1.

    Section 3. Rights and Privileges of Membership. Added this region to clarify that members are obligated to pay all applicable dues, fees and other charges. Also spelled out that holding chapter leadership positions is reserved for chapter members who are willing to volunteer and have demonstrated abilities for the offices being considered and that the APR designation is not mandatory for office but is a preferred element in the progression track.

    Former Section 4. Retirement Status. Deleted and moved to Chapter Policies & Procedures.

    Section 4. Resignation or Termination of Membership, formerly Section 5. Expanded to clarify that membership is automatically terminated for failure to pay dues for more than three months, that a member may resign by submitting a written resignation and that termination or resignation does not relieve a member of unpaid financial obligations.

    Section 5. Dues. Added this section to note that any member who does not pay Chapter dues for three months cannot vote, hold office or enjoy other privileges of Chapter membership.

    Section 6. Voting. Added this section to note that voting may be done in person or by electronic or remote methods, with each member having a single vote. Also incorporated information from Article IV - DUES, e.g., the Chapter’s Board shall set annual dues.

    ARTICLE III - OFFICERS AND BOARD OF DIRECTORS, formerly ARTICLE V

    Section 1. Scope. Inserted this section to note that it is the board’s duty to carry out the objectives and purposes of the Chapter and that the board is restricted and obligated by the Chapter bylaws, National bylaws, Policies & Procedures and the Code of Ethics.

    Section 2. Composition. Changed wording to note that the board can include “up to six” directors rather than “six.” Also specified that directors and officers will be elected by Dec. 1, rather than simply “at the Annual Meeting.” Also specified that terms end Dec. 31 rather than until a successor is elected/installed.

    Section 3. Chapter Officers. Inserted this section, pulling from previous ARTICLE VI - Section I, Chapter Officers. Updated to use more-inclusive gender phrasing.

    Section 4. President.Inserted this section, pulling from previous ARTICLE VI - Section 2, President. Removed requirement that the president be accredited, to conform with National model standard and practice in nearly all other chapters and to open up leadership to more Chapter members. Added that the APR designation is preferred. Also adopted National recommendation that the president serve as a PRSA Leadership Assembly delegate, a practice of other chapters surveyed.

    Section 5. President-Elect. Inserted this section, pulling from previous ARTICLE VI - Section 3, President-Elect. Removed requirement that the president-elect be accredited or enrolled in an APR course, to conform with National model standard and practice in other chapters and to open up leadership to more Chapter members. Added that the the APR designation is preferred. Adopted National recommendation that the president-elect serve as a PRSA Leadership Assembly delegate.

    Section 6. Secretary. Inserted this section, pulling from previous ARTICLE VI - Section 5, Secretary. Added that secretary should send minutes to the District chair.

    Section 7, Treasurer. Inserted this section, pulling from previous ARTICLE BI - Section 4, Treasurer.

    Section 8, Leadership Assembly Delegates. Moved from previous Section 2 under this article. Updated to have the president and/or president-elect serve as delegates, with the option of the chapter choosing to select other people to serve as delegates instead of or in addition to the president and president-elect.

    Section 9, Directors-at-large. Moved this section from previous ARTICLE V, Section 3. Changed “two directors” to “directors.”

    Section 10, Vacancies. Moved this section from previous ARTICLE V, Section 4.Revised wording to clarify timeframe that in the event of a vacancy (other than for president), the board will elect a successor who will serve until the next annual election.

    Selection 11, Removal or Resignation. Moved this section from previous ARTICLE V, Section 5. Revised wording to conform to National and provide more detail on scenarios, e.g., any removal or resignation of a person as an officer automatically results in that person’s removal or resignation from the board.

    Section 12, Board Meetings. Moved from previous ARTICLE V, Section 6. Revised wording to conform to National, e.g, the board shall meet at the call of the president or of any three directors.

    Section 13, Quorum. Moved from previous ARTICLE V, Section 7. Added wording to clarify that a “simple” majority shall constitute a quorum for board meetings.

    Section 14, Compensation and Reimbursement. Inserted this section, pulling from previous ARTICLE IV, Section 6 to conform to National. No wording change.

    Previous ARTICLE IV - DUES, deleted

    Moved Sections 1 and 2 about Amount and Non-payment of Dues to ARTICLE II - Membership, Section 5.

    Moved Section 3, Fiscal Year to ARTICLE XI - MISCELLANEOUS, Section 4.

    ARTICLE IV -NOMINATIONS AND ELECTIONS, formerly ARTICLE VII

    Section 1, Nominating Committee. Changed required number of APRs on committee from three to “at least one.”

    Section 2, Nomination. Updated wording on nominations from members — “accepted within two weeks following notification of the approved slate" — to allow flexibility for electronic voting.

    Section 3, Notice of Membership. Updated to require notice be given at least 30 days before voting rather than before the Annual Meeting.

    Section 4, Elections. Revised wording on quorum to define it as “10 percent of Chapter members in good standing” to clarify and ensure Chapter can effectively conduct business. Deleted mention of Assembly Delegates.

    ARTICLE V- COMMITTEES, formerly ARTICLE VIII

    Section 1. Standing Committees. Added wording to clarify intent that Board members can dissolve as well as appoint standing committees and task forces.

    ARTICLE VI- MEETINGS, formerly ARTICLE IX

    Section 4. Notice of Meetings. Added wording to clarify that members shall be notified of meetings personally by mail, electronic mail or other written transmittal.

    Section 5. Quorum. Changed a “quorum” for membership voting from “a majority of the  members of the Chapter" to “10 percent of the voting chapter members in good standing.”

    ARTICLE VII -AMENDMENTS, formerly ARTICLE X

    Revised to note that the bylaws may be amended by two-thirds of members voting at a chapter meeting at which a quorum is present, or by electronic voting. 

    ARTICLE VIII- MISCELLANEOUS, formerly ARTICLE XI

    Section 6. Assets of Chapter and Dissolution. Revised wording to clarify and conform with National.

    Section 7. Non-discrimination. Revised wording to make more inclusive, e.g. change “sex” to “gender,” delete “color,” change “sexual or affectional preference” to “sexual orientation.”

    Section 8. Chapter Policies & Procedures. Added this section to ensure the PRSAHR Board regularly reviews processes, which will be detailed in a Chapter Policies & Procedures document to be posted on the chapter website.

    To view the current bylaws with proposed changes, click here.