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Thoroughbred Chapter Bylaws



Thoroughbred Chapter Bylaws | Lexington, Kentucky



Article I * Name

The name of this non-profit professional organization shall be the Thoroughbred Chapter of the Public Relations Society of America, Inc.

Article II * Objectives

In accordance with the objectives of the Public Relations Society of America, the objectives of this Chapter shall be to advance the art or science of public relations in the public interest; to encourage research, discussion and study of the problems and techniques of the public relations profession; to strengthen and maintain the highest standards of service and ethical conduct by all members of the profession; to exchange ideas and experiences and collect and disseminate information that may enhance or improve the professional knowledge, standards, ethics and standing of the membership; and to promote fraternalism within the profession.

Article III * Membership

Section I Eligibility.
To be eligible for membership in the Thoroughbred Chapter, a person must be a member in good standing of the Society. Any such member of the Society is eligible for membership in the Thoroughbred Chapter.

Section 2 Nondiscrimination.
Membership and membership privileges shall not be denied on the basis of race, creed, religion, disability, sex, age, color, national origin or other prohibited matters.

Section 3 Admission to Membership.
Admission to membership in the Society shall be governed by the pertinent provisions of the Bylaws of the Society. Any person admitted to membership in the Society shall become a member of the Chapter, if eligible, upon payment of the Chapter dues.

Section 4 Retirement Status.
Any active member of the Chapter who has been a member of PRSA in good standing for at least five years and is gainfully employed for less than 50 percent of the time is eligible for retirement status. No Chapter dues will be assessed to any member accorded official retirement status. Members with retirement status will enjoy all the rights and privileges of membership.

Section 5 Termination of Chapter Membership.
Any member who for any reason ceases to be a member of the Society or is dropped from the Society's roll for non-payment of dues shall cease to be a member of the chapter and shall be dropped from the Chapter roll.

Section 6 Rights and Privileges of Membership.
In accordance with the Bylaws of the Society, Assembly Delegates, Alternate Delegates and Professional Advisors to PRSSA Chapters shall be Accredited members. The right to hold Chapter office, or to sponsor applicants for membership shall be limited to members in good standing, subject to such other Chapter Bylaws' provisions that may apply.

Article IV * Dues

Section 1 Amount.
The amount of Chapter dues shall be fixed annually by the Chapter's Board of Directors and shall be payable in advance upon receipt of notice from the Treasurer prior to January 1 each year.

Section 2 Nonpayment of Dues.
A member whose Chapter dues are unpaid for three months shall be considered not in good standing and may not vote, hold office or enjoy other privileges of Chapter membership, provided such member shall have been duly notified.

Section 3 Fiscal Year.
The fiscal year of the Chapter shall be the calendar year.

Article V * Board of Directors

Section 1 Composition.
The governing body of the Chapter shall be a Board of Directors consisting of the President, President-Elect, Assembly Delegate(s), Secretary, Treasurer, Immediate Past President, and not less than three or more than six Directors-At-Large.

Section 2 Assembly Delegates.
In accordance with the Bylaws of the Society, Assembly Delegate(s) shall be elected by membership for three-year terms and shall serve as the Chapter's representative(s) at the PRSA National Assemblies. If any Assembly Delegate is for any reason unable to serve in this capacity at a National Assembly, the Board may elect from among its Accredited members an Assembly Alternate as its representative.

Section 3 Directors-At-Large.
One director shall be elected each year by the Chapter membership at its Annual Meeting to serve a term of three years beginning January 1 and until his/her successor is elected and installed.

Section 4 Vacancies.
In the event of death, resignation, removal or expulsion of any officer, Director or Assembly Delegate, the Board of Directors shall appoint a special Nominating Committee, which shall recommend to the Board of Directors a suitable candidate or candidates for the vacancy. The Board shall then elect a successor who shall take office immediately and serve for the balance of the unexpired term or until the next annual election, whichever occurs first.

Section 5 Removal.
Any member of the Board 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 4 above. At the request of an individual affected by this provision, the Board may consider whether to reinstate the affected member, based on unusual or extenuating circumstances associated with the absences.

Section 6 Board Meetings.
There shall be a minimum of four meetings of the Board of Directors each year, at such times and places as it may determine. It shall meet at the call of the President or upon the call of any three members of the Board of Directors. Notice of each meeting shall be given to each Officer and Director personally or by mail at least seven days in advance.

Section 7 Quorum.
A majority of the Board of Directors, excluding Assembly Delegates and Board Members-At-Large, shall constitute a quorum for all meetings of the Board.

Article VI * Officers

Section 1 Chapter Officers.
The Chapter officers are President, President-Elect, Secretary and Treasurer. The officers shall be elected by the Chapter membership at its Annual Meeting for a term of one year and until their successors are elected and installed. No officer having held an office for two successive terms shall be eligible to succeed herself/himself in the same office.

Section 2 President.
The President presides at all meetings of the Chapter, the Executive Committee and the Board of Directors. He/she appoints all committees with the approval of the Board of Directors and shall be an ex-officio member of all committees except the Nominating Committee. He/she shall perform all other duties incident to the office. In the absence of a quorum at either a Board of Directors meeting or an Executive Committee meeting, the President is empowered to take executive action, subject to subsequent ratification by the Board of Directors at its next regularly scheduled meeting. If no formal move to approve or disapprove the executive action is taken by the appropriate body within ninety (90) days of the executive action, said action will automatically be deemed ratified.

Section 3 President-Elect.
The President-Elect succeeds to the office of President in the year immediately following his/her term as President-Elect. The President-Elect arranges programming for all general membership meetings, assists the President and learns the requirements of the office of the President. In the absence or disability of the President, the President-Elect exercises the powers and performs the duties of President.

Section 4 Secretary.
The Secretary shall keep records of all meetings of the Chapter and of the Board of Directors, send copies of such minutes to Society Headquarters and District Chair, issue notices of all meetings, maintain or cause to be maintained the roll of membership and perform all other duties customarily pertaining to this office.

Section 5 Treasurer.
The Treasurer receives and deposits all Chapter funds in the name of the Chapter in a bank or trust company selected and approved by the Board of Directors. He/she shall issue receipts and make authorized disbursements by check after proper approval by the President or Board of Directors. He/she shall prepare the Chapter's budget, make regular financial reports to the Board of Directors, render an annual financial statement to the Chapter membership and perform all other duties incident to the office.

Section 6 Compensation and Reimbursement.
No elected officer of the Chapter shall be entitled to any salary or other compensation. The Board of Directors may reimburse elected Officers or Assembly Delegates or their alternates for their expenses incurred in connection with the performance of their duties.

Article VII * Executive Committee

Section 1 Composition.
The Executive Committee of the Chapter consists of the President, President-Elect, Secretary and Treasurer. Each officer has full voting rights on the Executive Committee. The President may also appoint additional members, with full voting rights, by virtue of the special Chapter leadership positions they hold.

Section 2 Functions.
In the absence of quorum for either a regular or special Board meeting, the President is empowered to convene the Executive Committee as the temporary or emergency administrative body of the Chapter. As such, it may administer ongoing Chapter activities previously approved by the Board of Directors. In the event of an emergency, the Executive Committee may make necessary decisions on behalf of the Board. It may also issue temporary rules that will have the force of law until the next regularly scheduled Board meeting, and at the next Board meeting following an Executive Committee meeting, the Board shall either ratify or abrogate any actions. Said action will automatically be deemed ratified after ninety (90) days if the Board fails to take formal action.

Section 3 Quorum.
A majority of the Officers shall constitute a quorum for all meetings of the Executive Committee.

Article VIII * Nominations and Elections

Section 1 Nominating Committee.
There shall be a Nominating Committee composed of no fewer than three Accredited members, appointed by the President and approved by the Board of Directors at least sixty (60) days prior to the annual meeting of the Chapter.

Section 2 Nominations.
The Nominating Committee shall name at least one qualified nominee for each Office and Director post and for each Assembly Delegate whose term is expiring. It shall ensure that each nominee has been contacted and agreed to serve if elected. Additional nominations, if any, shall be accepted from members at the annual meeting provided the nominees have been contacted and agree to serve if elected.

Section 3 Notice of Membership.
At least thirty (30) days before the annual meeting of the Chapter, the Secretary shall mail to all Chapter members the list of nominees prepared by the Nominating Committee.

Section 4 Elections.
Officers, Directors and Assembly Delegates shall be elected at the annual meeting of the Chapter. Election shall be by majority vote of the members in good standing, present and voting. Balloting in contested elections shall be by secret ballot.

Article IX * Committees

Section 1 Standing Committees.
In addition to the Nominating Committee, there shall be standing committees on Programs, Membership, Professional Development, Accreditation, Awards, Media Relations, Community Service, Student Chapter Liaison, Hospitality, Special Events, Publications and Masters' Council.

Section 2 Special Committees.
Special committees may be established and appointed by the President with approval of the Board of Directors.

Section 3 Committee Reports.
The chairperson of each committee shall report its activities regularly to the Board of Directors. All committee activities shall be subject to approval by the Board of Directors.

Article X * Chapter Meetings

Section 1 Annual Meeting.
There shall be an annual meeting in October or November each year at such time and place as may be designated by the Board of Directors.

Section 2 Regular Meetings.
In addition to the annual meeting, there shall be at least ten (10) regular monthly meetings each year at such times and places as may be designated by the Board of Directors.

Section 3 Special Meetings.
Special meetings of the Chapter may be called by the President, by the Board of Directors or by written request of twenty-five (25) percent of the Chapter members.

Section 4 Notice of Meetings.
Notice of the annual meeting shall be mailed to each member at least thirty (30) days in advance. Notice of a regular meeting or special meeting shall be mailed to each member at least ten (10) days in advance.

Section 5 Quorum.
A majority of the members of the Chapter shall constitute a quorum at any meeting of the Chapter.

Article XI * Amendments

These bylaws may be amended by a two-thirds vote of the members present at any meeting in which a quorum is present, provided such proposed amendment has been approved by the Chapter's Board of Directors and at least thirty (30) days' notice has been given to all members of any proposed amendments. Amendments adopted in accordance with this provision become effective only after approval by PRSA's National Board of Directors.