Bylaws of the New Jersey Chapter of the Public Relations Society of America, Inc.
Amended April 20, 2023
ARTICLE I – NAME
The name of this organization is the New Jersey Chapter of the Public Relations Society of America, Inc. (hereinafter called the “Chapter”). It was established in Collingswood, NJ by charter granted in 1947 as a duly constituted Chapter of the Public Relations Society of America, Inc. (hereinafter called the “Society” or “PRSA”), a not-for-profit organization incorporated under the laws of the State of New York.
ARTICLE II – OBJECTIVES
In accordance with the objectives of PRSA, the objectives of this Chapter shall be to advance the art and 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.
Section 1. Restrictions. The requirement that individual members of the Chapter not derive monetary gain or profit therefrom, in compliance with Section 23701 of the Revenue and Taxation Code of the State of New Jersey. The specific and primary purpose of the Chapter is to operate a Professional Association within the meaning of Section 23701(e) of the New Jersey and Taxation Code.
ARTICLE III – MEMBERSHIP
Section 1. Eligibility. To be eligible for membership in the Chapter, a person must be a member in good standing with the Society. Any such member of the Society is eligible for membership in the Chapter.
Section 2. 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 Chapter dues.
Section 3. Retirement Status. Any member of the Chapter who is eligible for retirement status may be recommended for such status by the Chapter’s Board of Directors in accordance with provisions of the bylaws of the Society.
Section 4. 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 nonpayment of dues shall cease to be a member of the Chapter and shall be dropped from the Chapter roll.
Section 5. Rights and Privileges of Membership. Subject to the bylaws of the Society, the right to serve as an Assembly Delegate or Alternative Delegate or as a professional advisor to a PRSA Chapter, shall be limited to members who are accredited.
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 accordance with Chapter fiscal policies.
Section 2. Nonpayment of Dues. Any member whose Chapter dues are unpaid for two months shall be considered not in good standing and shall not be entitled to vote, hold office, or enjoy the privileges of Chapter membership, provided such member shall be given two weeks’ notice.
Section 3. Fiscal Year. The fiscal year of the Chapter shall be the calendar year, January 1 through December 31.
ARTICLE V – BOARD OF DIRECTORS
Section 1. Composition. The governing body of the Chapter shall be a Board of Directors, elected annually by the Chapter membership at the Annual Meeting, consisting of the President, President-Elect, Vice President, Secretary, Treasurer, the Immediate Past President, the Assembly Delegate(s), at least three Directors-at-large and one Director for every 25 members. Immediate Past Presidents will maintain that position for the term of the current administration only. The Immediate Past President may be re-elected to the Board of Directors with the understanding that they will actively participate in committee assignments, special events, etc.
Section 2. Assembly Delegates. The Assembly Delegate(s) shall serve as the Chapter’s representative(s) at meetings of the PRSA assembly and shall be elected annually by the Chapter membership and serve up to three years in accordance with provisions of the bylaws of the Society.
Section 3. Directors-at-Large. On the Board of the Chapter, one Director shall serve three years; one Director shall serve one year. Thereafter, one Director shall be elected each year by the Chapter membership at its Annual Meeting to serve a term of three years beginning January 1st next ensuing and until their successor is elected and installed.
Section 4. Vacancies. In the event of death, resignation, removal or expulsion of any Officer, Director of Assembly Delegate, the Board of Directors shall elect a successor who shall take office immediately and serve for the unexpired term or the next annual election.
Section 5. Removal or Resignation. Any Director or Officer who misses more than three Board meetings in a calendar year without an excuse acceptable to the Board, or who is censured or suspended for violation of the PRSA Code of Ethics, policies and procedures, or bylaws; or who engages in conduct that is detrimental to the best interests of the Society or Chapter may be given two weeks’ written notice of dismissal by the Executive Committee and replaced in accordance with Article V, Section 4 above.
Any Director or Officer may be removed by two-thirds of the Chapter membership voting where a quorum is present, or three-quarters of the full Board, excluding the Officer proposed to be removed immediately. Any Officer proposed to be removed shall be provided with two weeks’ written notice, including the reason for the proposed removal, and must have a period of two weeks to respond to the proposed removal in writing or in person.
Any Director or Officer may resign at any time by providing written notice, including the effective date of the resignation, to the Executive Committee.
Any removal or resignation of a Director or Officer automatically results in such Director or Officer’s removal or resignation from the Board.
Section 6. Board Meetings. There shall be regular meetings of the Board of Directors at such times and places as it shall 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 of the Board shall be given to each Director personally or by mail at least seven days in advance.
Section 7. Quorum. A majority of the Board of Directors shall constitute a quorum for all meetings of the Board.
ARTICLE VI – OFFICERS
Section 1. Chapter Officers. The Officers of the Chapter shall be a President, a President-Elect, a Vice President, a 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 himself in the same office.
Section 2. President. The President shall preside at all meetings of the Chapter and of the Board of Directors. They shall appoint all committees with the approval of the Board of Directors and shall be an ex-officio member of all committees except the Nominating Committee. They shall perform all other duties incident to the office.
Section 3. President-Elect. The President-Elect shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. They also shall assist the President and perform all other duties as shall be prescribed by the Board of Directors.
Section 4. Vice President. The Vice President shall, in the absence or disability of the President and the President-Elect, exercise the powers and perform the duties of the President. They also shall assist the President and perform such other duties as shall be prescribed by the Board of Directors.
Section 5. Secretary. The Secretary shall keep records of all meetings of the Chapter and the Board of Directors, send copies of such minutes to Society headquarters, 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.
Section 6. 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 of Directors. They 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 7. 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 Alternatives for their expenses incurred in connection with the performance of their duties.
Section 8. Fiduciary Duty. Officers and Directors are fiduciaries and must act in accordance with fiduciary duties of care, loyalty, and obedience. Officers and Directors must: be diligent and careful in performing their duties; act reasonably, prudently, and in the best interests of the Chapter; avoid negligence, fraud, or conflicts of interest; and ensure that the Chapter is operating in furtherance of its stated purposes and is operating in compliance with applicable laws, regulations, the Chapter policies and bylaws, and those of PRSA National. In the event that duties of care, loyalty, and/or obedience are breached, the person breaching the duty is potentially liable for any damages caused as a result of the breach.
ARTICLE VII – NOMINATION AND ELECTION
Section 1. Nominating Committee. There shall be a Nominating Committee of no less than three members who are appointed by the President with the approval of the Board of Directors at least 60 days prior to the Annual Meeting of the Chapter.
Section 2. Nominations. The Nominating Committee shall name a qualified nominee for each office and for each Assembly Delegate and Director whose term is expiring. It shall ensure that each nominee has been contacted and agrees 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. The slate of Officers proposed by the Nominating Committee shall be votedon by members in good standing and whose dues are paid. The secretary shall send out the ballots. Membership shall receive ballots by mail at least 30 days prior to the Chapter’s Annual Meeting. The secretary shall verify eligibility of the voter.
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 VIII – COMMITTEES
Section 1. Standing Committees. In addition to the Nominating Committee there shall be standing committees on Program, Eligibility, Membership, Professional Development, Accreditation, Awards, Public Relations and Public Service, student Chapter Liaison, Foundation Academy Member and Ways and Means. The Vice President shall chair the Membership, Eligibility and ways and Means Committees.
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 Chairman 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 IX – CHAPTER MEETINGS
Section 1. Annual Meeting. There shall be one Annual Meeting at such time and place as may be designated by the Board of Directors.
Section 2. Special Meetings. Special meetings of the Chapter may be called by the President, the Board of Directors or on written request by 25 percent of the Chapter members.
Section 3. Notice of Meetings. Notice of the Annual Meeting shall be mailed to each member at least 30 days in advance. Notice of a special meeting shall be mailed to each member at least 10 days in advance.
Section 4. Quorum. Twenty-five percent of the members shall constitute a quorum at any meeting of the Chapter.
ARTICLE X – AMENDMENTS
These bylaws may be amended by a two-thirds vote of the members present at any meeting at which a quorum is present or by two-thirds vote of the members if conducted by mail, provided such proposed amendment(s) has been approved by the Chapter’s Board of Directors and at least 30 days’ notice has been given to all members of any proposed amendment(s). Amendments adopted in accordance with this provision become effective only after approved by the Society’s National Board of Directors.