BYLAWS OF THE
FREDERICKSBURG
PUBLIC RELATIONS SOCIETY

Article I - Name

This society shall be known as the Fredericksburg Public Relations Society.

Article II - Objective

The objective of the Society shall be to advance the development of public relations professionals working in the Fredericksburg region by:

Section 1. Bringing together those persons engaged in public relations activities with the purpose of improving technical skill, broadening the understanding of the scope and ethics of the profession, and enhancing knowledge of the region;

Section 2. Providing opportunities for networking and the exchange of public relations techniques and ideas.

The Society is organized exclusively for charitable and educational purposes as a not-for-profit association. It shall be so conducted that no part of its income and earnings shall inure to the benefit of any member, director, officer, or other individual. Upon dissolution, any assets of the Society shall be distributed to an organization enjoying an exempt status under S501(c)3 of the Internal Revenue Code or successor statutory authority.

Article III - Membership

Membership is available to public relations professionals in the Fredericksburg region. Applications for membership shall be approved by the membership secretary. In those cases where clarification is needed, the Board of Directors shall be consulted. Non-voting membership may be extended to students and others who are interested in the public relations profession.

Article IV - Dues

Annual membership dues of the Society shall be established by the Board of Directors of the Society.

Article V - Meetings

Section 1. The Society shall meet three times during the calendar year. Two of those meetings will be educational in nature and feature speakers. The format for the third meeting will be determined by the Board of Directors. In addition, one of the three meetings will serve as an annual business meeting at which time the business of the Society will be transacted. The time and place of the meetings will be announced by the Board of Directors.

Section 2. Special meetings may be called by the president of the Society.

Section 3. The recording secretary shall notify membership by mail of all meetings no less than 30 days prior to the date of the meeting.

Section 4. The Society shall adopt regulations for conducting meetings of the Society and may amend them from time to time by a majority vote of those present and voting at the annual meeting. These regulations shall
be in accord with Robert's Rules of Order Revised, when the latter are not in conflict with the Bylaws of the Society.

The president of the Society shall preside at all meetings. In his/her absence, the president-elect shall assume the chair.

Section 5. Each member of the Society who is present at the meeting and in good standing shall be entitled to one vote. Proxy voting shall not be permitted.

Section 6. A quorum shall consist of no less than ten percent of the total eligible voting membership of the Society, based on the number of members established as of December 31 of the calendar year preceding.

Article VI - Board of Directors

Section 1. Only members of the Society in good standing shall be eligible to serve on the Board of Directors of the Society.

Section 2. Any member of the Board of Directors who misses two consecutive meetings of the Board without proper notification and valid reason is automatically dropped from the Board.

Section 3. There shall be a Board of Directors composed of the elected officers of the Society, the immediate past president and two or more elected directors.

Section 4. The elected directors shall serve for terms of two years. Elected directors may serve no more than two consecutive terms.

The election of Board of Directors shall take place along with the election of officers as outlined under Article VII, Section 3 of these Bylaws.

Section 5. The Board of Directors shall have the responsibility to develop plans, objectives and purposes for the Society; establish standing and/or ad hoc committees in line with the objectives of the Society and in order to implement Society programs; review the recommendations of these committees; prepare and administer the budget; establish the date, location and program of the Society's annual meeting and other educational programs the Society conducts.

The actions of the Board of Directors shall at all times be in conformity with the Bylaws of the Society.

Section 6. The Board of Directors shall have authority to fill any vacancy that may occur on the Board, other than a vacancy in the office of the president-elect, by appointment of an eligible member of the Society for the unexpired term, subject to approval by a majority vote of the membership present at the next meeting.

Section 7. The Board of Directors shall meet not less than once a year. Additional meetings may be called by the president.

Article VII - Officers

Section 1. Only members of the Society in good standing shall be eligible for elective office in the Society.

Section 2. The officers shall be president, president-elect, membership secretary, and recording secretary who shall be elected by the membership of the Society.

Section 3. All officers shall be elected for a term of one year. The president-elect shall take office as president at the end of his term of president-elect. Officers and Board of Directors shall be elected at the annual meeting by a majority vote of the membership present and installed immediately. A slate of candidates proposed by the Nominating Committee along with brief biographical sketches shall be mailed to each eligible voting member of the Society by the recording secretary not less than thirty days prior to the annual meeting.

Section 4. If the office of president becomes vacant, the president-elect shall immediately accede to the presidency for the duration of the unexpired term. He also shall continue to serve as president for the subsequent term.

If both the president and the president-elect shall become unable to perform the duties of their offices, the Board of Directors shall appoint, from the membership of the Board of Directors, a president pro tempore to serve the remaining portion of the unexpired term. At the next regular election of the Society, a president and a president-elect shall be elected in accordance with the provisions of these Bylaws.

Section 5. The president shall preside at all meetings of the Society and of the Board of Directors. He shall appoint committees with the approval of the Board of Directors except as otherwise herein specifically provided. He shall be ex-officio member of all committees except the nominating committee. The president shall submit an annual report to the Board of Directors. He shall perform all other duties incident to the office of president or as shall be assigned to him by the Board of Directors.

Section 6. The president-elect shall, in the absence or disability of the president, exercise the powers and perform the duties of the president. He shall also generally assist the president and exercise such other powers and perform such other duties as shall be prescribed by the Board of Directors.

Section 7. The recording secretary shall keep the minutes of all proceedings of the Board of Directors of the Society. He shall attend to the giving and serving of all notices required by law or by these Bylaws. He shall perform all other duties incident to the office of recording secretary.

Section 8. The membership secretary shall maintain the membership database of the Society. He shall process all applications in a timely fashion.

Section 9. The immediate past president shall chair the nominating committee and present a slate of officers to be voted on by the members of the Society.

Article VIII - Committees

Section 1. There shall be a nominating committee as well as any ad-hoc committees as may be established and appointed by the Board of Directors from among the membership of the Society.

Article IX - Amendments

These Bylaws may be amended, upon recommendation by the Board of Directors, by two-thirds vote of members present and voting at any regular or special meeting of the Society provided that such amendments have been published in the notice calling the meeting.



bylaws/d56/2/12/99/sa

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