Article I - Austin Chapter

The name of this not-for-profit professional organization shall be the Austin Chapter of the Public Relations Society of America, Inc. (PRSA).

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 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, ideas, and experiences; and to 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 1.  Eligibility.  To be eligible for membership in the Chapter, a person must be a Member or Associate Member in good standing of the Society.  Any such member of the Society is eligible for membership in the Chapter.

Section 2.  Admission to Membership.  Admission to the Society shall be governed by the pertinent provisions of the Bylaws of the Society, including the agreement to abide by the Society’s Code of Ethics.  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 the 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’s roll.

Section 5.  Rights and Privileges of Membership.  Subject to the Bylaws of the Society, the right to serve as an assembly delegate or alternate delegate or as a professional advisor to a PRSSA Chapter shall be limited to current board members in good standing.

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 the Chapter fiscal policies.

Section 2.   Nonpayment of Dues.  Any member whose chapter dues are unpaid for three months shall be considered not in good standing and shall not be entitled to vote, hold office or enjoy the 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 January 1-December 31.

Article V - Board of Directors

Section 1.  Composition. The governing body of the Chapter shall be a Board of Directors consisting of the president, the vice president/president-elect, secretary, treasurer, the immediate past president, the assembly delegate(s), three directors-at-large, and an ethics director.

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 by the Chapter membership for a one-year term in accordance with the provisions of the Bylaws of the Society.

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

Section 4.  Ethics Director. The ethics director shall provide ethics education and consultation to local board and chapter members and shall be elected by the Chapter membership for a one-year term and until his/her successor is elected and assumes office.

Section  5.  Vacancies.  In the event of the death, resignation, removal or expulsion of any officer, director, or assembly delegate, except for the president, the Board of Directors shall elect a successor who shall take office immediately and serve until the next annual election.

Section 6.  Removal.  Any director who misses more than three consecutive board meetings without an excuse acceptable to the Board or who is censured or suspended for violation of the Society’s Code of Ethics or bylaws may be removed by two-thirds vote of the entire Board, given written notice of removal by the Chapter president and replaced in accordance with  Section 5 of this article.

Section 7.  Board Meetings.  There shall be monthly meetings of the Board of Directors.  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 five (5) days in advance.

Section 8.  Quorum.   One-third of the Board of Directors currently in office 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, vice president/president-elect, secretary, and treasurer. The officers shall be elected by the President and/or the Nominating Committee (usually made up of Past Presidents and at least one non-Board member) from the membership at its Annual Meeting in the fall.  Officers will serve 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/herself in the same office.

Section 2.  President.  The president shall preside at all meetings of the Chapter and of the Board of Directors.  He/she shall appoint all committee chairpersons, except the Nominating Committee, with the approval of the Board of Directors and shall be ex-officio member of all committees, except the Nominating Committee and shall perform other duties incident to the office.

Section 3.  Vice President/President-Elect.  The vice president/president-elect shall automatically become president after serving a term as president-elect. In the absence or disability of the president for any reason, the vice president shall exercise the powers and perform the duties of the president.  He/she also shall assist the president and perform other duties, such as program planning.  He/she shall serve as chairperson of the Nominating Committee.

Section 4.  Secretary.  The secretary shall keep records of all meetings of the chapter and of the Board of Directors and send copies of Board meeting minutes to Society headquarters. The secretary may delegate to committees the responsibilities for issuing notices of all meetings, and maintaining the roll of membership.

Section 5.  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.  He/she shall issue receipts and make authorized disbursements by check after proper approval by the president or the Board of Directors.  He/she shall prepare the chapter's budget, make regular financial reports to the Board, render an annual financial statement to the 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 expenses incurred in connection with the performance of their duties.

Article VII - Nominations and Elections

Section 1.  Nominating Committee.  There shall be a Nominating Committee of not fewer than three members who are accredited, who are appointed by the vice president/president-elect with approval of the Board of Directors at least sixty 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 position and director-at-large 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 to Membership.  At least thirty days before the annual meeting of the Chapter, the  president-elect shall mail to all chapter members the list of nominees prepared by Nominating Committee.

Section 4.  Elections.  Officers, directors, and Assembly Delegates shall be elected at the annual meeting of the Chapter.  Elections 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 may be standing committees on Programs, Database, Membership, Professional Development, Accreditation, Awards, Publicity/Public Relations, Public Service, Student Chapter Liaison(s), Newsletter,  Internet, Job Bank, Media Monitor and Hospitality/Facilities.

Section 2.  Special Committees.  Special committees may be established and appointed by the president with the approval of the Board of Directors. These may include Special Interest Group (SIG) committees for such matters as new professionals, senior professionals, and technology.

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

Article IX - Chapter Meetings

Section 1.  Annual Meeting.  There shall be an annual meeting in November or December 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 regular quarterly meetings at least  four times a 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, the Board of Directors, or on written request of twenty-five percent (25%) 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 regular meetings or special meetings shall be mailed to each member at least ten (10) days in advance.

Article X - Amendments

These bylaws may be amended by two-thirds vote of the members present at any meeting, provided such proposed amendments(s) are sent to each member at least thirty (30) days in advance.  Amendments adopted in accordance with this provision become effective only after approval by the Society's National Board of Directors.