Bylaws

Revised 2023 (Supersedes previous amendments and revisions to both PRSA St. Louis and PRSA Mid-Missouri Chapters.)

ARTICLE 1 - General

Section 1. Name. The name of this non-profit professional organization shall be the Mid-America Chapter (“Chapter”) of the Public Relations Society of America (“PRSA” or“Society”).

Section 2. – Territory and Location. The Chapter will operate and serve members within the territory approved by the Society, and its principal office will be located in a place determined by the Chapter’s board of directors. The territorial limits approved by the Society for this Chapter are St. Louis City, St. Louis County, St. Charles County, Edwardsville, Ill., Collinsville, Ill., Cape Girardeau, and Carbondale, Ill., with a pod covering Columbia and Jefferson City, Mo. and greater Mid-Missouri.

Section 3. Objectives. In accordance with the purposes of PRSA as set forth in the Society’s articles of incorporation and bylaws, the objectives of this chapter shall be toserve a diverse community of professionals, empowering them to excel in effective, ethical and respectful communications on behalf of the organizations they represent and the constituencies they serve, and advance the careers of its members by providing:

● Lifelong learning

● Vibrant, diverse and welcoming professional communities

● Recognition of capabilities and accomplishments

● Thought leadership, ethics and professional excellence

● Awareness by increasing visibility of Diversity, Equity and Inclusion (DEI) standards, resources and best practices, as well as diverse skill sets, mindsets and cultures.

Further, the Chapter, its board, officers, and members shall support and adhere to the bylaws, purposes, code of ethics, and all applicable policies and procedures established by the Society.

 Section 4. Restrictions. All policies and activities of the Chapter shall be consistent with:

● Applicable federal, state and local antitrust, trade regulation or other requirements

● Tax-exemption requirements imposed on the Society under Internal Revenue Code Section 501(c)(6), including the requirements that the Chapter shall not be organized for profit and that no part of its net earnings shall inure to the benefit of any private individual.Section 5. Fiscal Year. The fiscal year of the Chapter shall be the calendar year.

ARTICLE II - MEMBERSHIP

Section 1. Eligibility. To be eligible for membership in the Chapter, a person must be a member in good standing of PRSA, who are in compliance with the Society’s bylaws, member code of ethics and applicable policies and procedures and who have paid membership dues to the Chapter.

Section 2. Admission to Membership. Admission to membership in the Society shall be governed by pertinent provisions of the Society’s Bylaws and subject to the eligibility requirements set forth above in Section 1. Applications may be processed directly by PRSA or by the Chapter-elected Treasurer and then sent to PRSA.

Section 3. Rights and Privileges of Membership. Membership as defined in the Society’s Bylaws, Article III, Section 3(b) carries with it a definitive obligation to pay all applicable dues, fees and other charges (collectively referred to as “financial obligations”), as provided in these bylaws and as determined by the board from time to time. Any payments by a member to the Society does not mitigate such member’s financial obligations to the Chapter.

A member may attend all Chapter functions, may vote in the transaction of business and the election of officers and Board members. A member may nominate candidates for Chapter offices and hold such offices in accordance with the Chapter's and PRSA's Bylaws.

Section 4. Resignation or Termination of Chapter Membership.

(a) Membership is automatically terminated without action by the board for failure to pay applicable dues for more than two (2) months, failure to meet the eligibility requirements for membership, or when the membership to the Society has been terminated for any reason, including non-payment of dues.

(b) A member may resign by not renewing their membership or submitting a written resignation to PRSA or the chapter.

(c) Termination or resignation does not relieve a member from liability for any financial obligations accrued and unpaid as of the date of the termination or resignation.

Section 5. Dues. The amount of Chapter dues shall be fixed annually by the board and reported to the Society by October 1. Any member whose Chapter dues are unpaid for two (2) months shall not be in good standing, and shall not be entitled to vote, hold office or enjoy other privileges of Chapter membership, provided such member has been duly notified.

Section 6. Membership Meetings.(a) There shall be an annual membership meeting each year held no later than November 1 at such date, time and place as may be designated by the board. The annual meeting may be held virtually as designated by the board.

(b) In addition to the annual meeting, there shall be regular membership meetings at least two times a year at such times and places as may be designated by the board.

(c) Special meetings of the Chapter may be called by the president, the board or on written request by 25 percent of the chapter members.

(d) Notice of the annual meeting shall be given to each member personally by mail, electronic mail or other mode of written transmittal at least thirty (30) days prior to the meeting. Notice of a regular meeting or special meeting shall be given to each member at least 10 days in advance.

(e) Annual, regular or special meetings of the Chapter may be held in person, remotely via digital or telephone options, or any combination.

(f) A quorum for membership voting is 25 percent of the voting members in person, electronically or by proxy.

(g) Voting at any membership meeting may be done in person, virtually or by proxy, with each voting member having a single vote. A majority of members voting in person, virtually or by proxy where a quorum carries an action. Members may vote without a meeting in elections, or on any matter presented by the board where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, electronic mail or any other electronic means.

ARTICLE III – OFFICERS AND BOARD OF DIRECTORS

Section 1. Scope. The affairs of the Chapter are managed by its board of directors. It is the board’s duty to carry out the objectives and purposes of the Chapter, and to this end, it may exercise all powers of the Chapter. The board is subject to the restrictions and obligations set forth in these bylaws, the Society’s bylaws, policies and procedures, and code of ethics. Each board member shall have only one vote. No proxy voting is allowed for board decisions.

Section 2. Board Composition. The governing body of the Chapter shall be a board of directors consisting of the president, president-elect, secretary, treasurer, past president, PRSA Leadership Delegate(s) and at least three directors at large with at least one (1) director serving as membership director, one (1) as programming director and one (1) PRSSA liaison from anywhere in the territory. Directors and officers shall be members in good standing with the Chapter and Society. Directors and officers, except for the president, Assembly Delegate and past president, shall be elected by the Chapter membership at its annual meeting for a term of one year, beginning January 1 and ending when their successors are elected and installed. The board shall set forth the nomination and election procedures and make such procedures available to the membership no less than 30 days prior to election.This Chapter shall be governed by Elected Officers and Committee Chairs, of which only Elected Officers exercise voting rights. Such elected officers hold veto power over acts of any officer or committee and comprise the following voting members: the four Chapter officers, the immediate past President, the Chapter's PRSA AssemblyDelegate(s) and four Directors-at-large. Any Chapter member serving as a national or district officer or director of PRSA shall be a non-voting ex-officio member of the Board of Directors.

Section 3. Nominations. A Nominating Committee, appointed by the President, shall select and propose for each expiring Chapter office, Assembly Delegacy and Directorship-at-large a qualified nominee who agrees to serve if elected. This shall be done at least sixty (60) days prior to the Annual Meeting. Any Chapter member also may nominate for any such office a qualified candidate who agrees to serve if elected.

At least thirty (30) days before the Chapter's Annual Meeting, the Nominating Committee shall cause to be circulated to the Chapter membership the committee's slate of candidates for election and any other candidates that have been nominated and qualified by Chapter members.

Section 4. Chapter Officers. The officers of the Chapter shall be a president, president-elect, secretary, treasurer and past president. The offices of secretary and treasurer may be combined and held by the same person at the discretion of the board. The officers shall be elected by Chapter membership at its annual meeting for a term of one year, beginning January 1 and ending when their successors are elected and installed.

Section 5. President. The president shall preside at all meetings of the Chapter and of the board. They shall appoint all committees with the approval of the board and shall be an ex-officio member of all committees, unless otherwise provided by the board. The president shall perform all other duties incident to the office of president. The president shall immediately succeed to the position of past president upon expiration of the president’s term of office. The president or their designee shall serve as a PRSA Leadership Assembly delegate.

Section 6. President-Elect. The president-elect shall assist the president, perform all duties incident to the office of president-elect and, in the absence or disability of the president, shall exercise the powers and perform the duties of the president. The president-elect shall immediately succeed to the office of president upon expiration of the president’s term of office, and in the event of death, resignation, removal, or incapacity of the president. The president-elect or their designee shall serve as a PRSA Leadership Assembly Delegate if more than one delegate is needed.

Section 7. Secretary. The secretary shall keep records of all meetings of the Chapter and the board, issue notices of all meetings, maintain or cause to be maintained the roll of membership, and perform all other duties customarily pertaining to the office of secretary including filing all documents in the PRSA repository.Section 8. Treasurer. The treasurer shall receive and deposit all Chapter funds in the name of the Chapter, in a bank or trust company selected and approved by the board.

They shall issue receipts and make authorized disbursements by check after proper approval by the president or board, in accordance with Chapter policies and procedures. They shall prepare the Chapter’s budget, make regular financial reports to the board, render an annual financial statement to Chapter membership and perform all other duties incident to the office of the treasurer.

Section 9. Leadership Assembly Delegates. The PRSA Leadership Assembly delegate(s) shall serve as the Chapter’s representative(s) at meetings of the PRSA Leadership Assembly, and as a liaison between the Society and the Chapter. The Chapter president and/or president-elect or their designee shall serve as a PRSA Leadership Assembly delegate for a one-year term. Each additional delegate shall be appointed by the Chapter president for a term of 1 year beginning Jan. 1 and ending when their successor is appointed and installed. Each delegate may serve a total of three consecutive years. To be eligible to serve as a PRSA Leadership Assembly delegate, a member must be a current or former member of the Chapter’s board.

Section 10. Vacancies. In the event of death, resignation, removal, or expulsion of any officer or director, other than the president who shall be succeeded by the president-elect, the board shall elect a successor who shall take office immediately and serve the balance of the unexpired term, or until the next annual meeting.

Section 11. Removal or Resignation.

(a) Any director 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 9.

(b) Any officer may be removed by: (1) two-thirds of the board members voting where a quorum of the full board, excluding the officer proposed to be removed. Any officer proposed to be removed shall be provided with advance written notice, including the reason for the proposed removal, and must have an opportunity to respond to the proposed removal in writing or in person.

(c) Any director or officer may resign at any time by providing written notice to the board.

(d) 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. There shall be at least three meetings of the board at such times and places as it may determine. This includes virtual board meetings. It shall meet at the call of the president or upon call of any three directors. Notice of each meeting of the board shall be given personally by mail, electronic mail or other mode of written transmittal to each director at least seven days prior to the meeting. Proxy voting is prohibited at board meetings.

Section 13. Quorum. A majority of the directors in office shall constitute a quorum for all meetings of the board.Section 14. Compensation and Reimbursement. No director or elected officer of the Chapter shall be entitled to any salary or other compensation but may be reimbursed for expenses reasonably incurred in connection with the performance of their duties.

Article IV. COMMITTEES

Section 1. Appointment and Dissolution of Committees. The board may appoint and dissolve committees to carry on the affairs of the Chapter as the board deems necessary or advisable. The board shall determine the duties or any such group, as well as its size and tenure. All committees established under this section shall be subject to the authority of the board.

Section 2. Committee Reports. The chair of each committee shall coordinate with and report its activities regularly to the Board. All committee activities shall be subject to approval by the Board.

ARTICLE V – AMENDMENTS

These bylaws may be amended by a two-thirds vote of the Chapter members voting by a mail or electronic ballot or by two-thirds of the members present at any meeting in which a quorum is present, provided such proposed amendment(s) has been approved by the Chapter’s board, and at least thirty days’ notice has been given to all members of any proposed amendment(s). Amendments adopted in accordance with this provision become effective only after approval by the Society’s board.

ARTICLE VI – MISCELLANEOUS

Section 1. Charter. The Chapter, its officers, directors, and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by the Society.

Section 2. Books and Records. The Chapter must keep books and records of its financial accounts, meeting minutes, and membership list with names and addresses. The Chapter will make its books and records available to the Society at any time.

Section 3. Conflict-of-Interest Policy. The board will adopt a conflict-of-interest policy and annual disclosure process that applies to all officers and directors of the Chapter and is in accordance with PRSA policies.

Section 4. Whistleblower protection. The board will adopt a conflict-of-interest policy and annual disclosure process that applies to all officers and directors of the Chapter and is in accordance with PRSA policies.Section 5. Assets of Chapter and Dissolution. No member of the Chapter has any interest in, or right or title to the Chapter’s assets. Should the Chapter liquidate, dissolve or terminate in any way, all assets remaining after paying the Chapter’s debts and obligations shall be transferred to the Society or, in the event that the Society ceases to exist, to such organizations organized and operated exclusively for charitable, educational, religious or scientific purposes and exempt under Section 501(c)(6) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue law), as the Chapter board shall determine. In no event may any assets inure to the benefit of or be distributed to any member, director, officer, or employee of the Chapter.

Section 6. Nondiscrimination. In all deliberations and procedures, the Chapter will subscribe to a policy of nondiscrimination on the basis of race, creed, religion, disability, sex, age, color, national origin, alien or citizenship status, marital status, genetic predisposition or carrier status, sexual or affectional preference or any other characteristic protected by applicable law.

Section 7. Remote Communications. To the extent permitted by law, any person participating in a meeting of the membership, board, or committee of the Chapter may participate virtually by means of conference telephone, internet virtual conference or by any means of communication by which all persons participating in the meeting are able to hear one another and otherwise fully participate in the meeting. Such participation constitutes presence in person at the meeting.