Articles of Association & By-Laws
(April, 2004)
ARTICLE I - NAME
- This organization shall be known as APICS - The RICHMOND CHAPTER.
- It shall be a non-profit organization and no part of net earnings
shall inure to the benefit of any individual.
- It shall be affiliated with APICS The Educational Society for
Resource Management, hereafter referred to as APICS, International
Society, Society, or International.
ARTICLE II - PURPOSE
The corporation is organized and shall be operated exclusively for
research and educational purposes, as set forth in section 501(c)(6) of
the Internal Revenue Code of 1954. In furtherance of such purposes, it
shall:
- Foster and maintain high standards in the profession of production
and inventory control and integrated resource management.
- Provide a means of mutual exchange of problems and ideas in the
profession of production and inventory control and integrated resource
management.
- Promote educational programs at local, regional and national levels;
and,
- Assist members in keeping abreast of latest techniques and systems
in the profession of production and inventory control and integrated
resource management. E. Promote and recognize effects and
contributions of lifelong learning.
ARTICLE III - MEMBERSHIP
Section 1. - Classes of Membership
There shall be the following classes of membership:
- Affiliate corporate member. This class shall consist of companies or
divisions thereof desiring to assist in furthering the aims and
purposes of the chapter and to be represented at chapter and APICS
functions.
- Each such company may designate as it's representatives five
individuals who shall enjoy full membership privileges.
- Each such company shall be entitled to send any number of
employees from this particular plant site to any Society activity
at member rates.
- Each such company may change its representatives at any time
upon written notice to APICS Society.
- Chapter Member. This class shall consist of individuals who
are engaged in work related to or have an interest in production and
inventory control and integrated resource management.
- Student Member. Student members shall have all the privileges of the
Society except the right to vote and hold office except as specified
in Article VI, Section 1 of these bylaws.
Section 2. - Admission
Membership of an eligible applicant becomes effective upon receipt of
application and current dues at Society.
Section 3. - Termination of Membership
- Membership shall be terminated when a member:
- Resigns, or
- Is in arrears greater than 90 days in the payment of dues, or
- Fails to comply with Society or chapter bylaws.
- The chapter board of directors may suspend or expel any member for
cause.
- This shall not be done until after the member has been given an
opportunity to explain the offending action.
- A suspended member shall have inactive status until a request is
made by the VP of Membership, at which time, the member will be
reinstated by the board of directors.
- The name of an expelled member shall be stricken from the
membership roll and he or she shall not be considered eligible for
reinstatement to membership.
- Full documentation of such expulsion will be forwarded to APICS
Society.
ARTICLE IV - DUES AND FINANCE
Section 1. - Society and Chapter Dues
- Each member shall pay Society dues as the Society board of directors
may from time to time determine.
- Each member of this chapter shall pay such chapter dues as may, from
time to time be determined by the chapter board of directors. Changes
in dues are requested to Society by the board of directors, and
communicated to the membership 90 days prior to such change going into
effect.
Section 2. - When Due
Dues shall be due and payable originally with the application for
membership, and thereafter on each anniversary date.
Section 3. - Contracts, Letter of Intent
- All contracts, releases, agreements, letters of intent or
commitments made in the name of, or on behalf, of the chapter shall be
submitted to the chapter board for appropriate review and signature by
duly authorized person or persons.
- No contract may be made which will bind the chapter for amounts in
excess of the funds of the chapter.
Section 4. - Non-compensation
No voting member of the chapter board shall receive compensation for
board of director services rendered.
ARTICLE V. - OFFICERS
Section 1. - Election and Term
- Election shall be at the annual meeting. Nomination from the floor
shall be recognized if accompanied by a letter of willingness to
serve.
- The elected officers and board members receiving a majority of the
votes shall be installed and take office immediately upon the
conclusion of the annual business meeting.
- No more than forty nine (49) percent of the board of directors shall
be from the same firm.
- Officers shall be elected for a term of one (1) year, to coincide
with the fiscal year (starting July 1 and ending June 30) for the
chapter.
Section 2. - Duties
-
President
- Shall preside at all meetings of the chapter and the board of
the directors.
- Shall participate in setting chapter direction, goals and
objectives.
- Shall maintain the relationship between the chapter and
partnering organizations on educational events.
- Assume responsibility for action items.
- Participate in board and chapter professional development
meetings.
- Actively promote attendance and membership.
- Shall, with the advice and consent of the board of directors,
appoint all committee chairpersons, except as provided by these
by-laws.
- Shall be ex-officio member of all committees except the
nominating committee.
- Shall appoint, with the Board of Directors approval, any office
vacated by an officer or director to fill an un-expired term.
- Shall, in the absence of the treasurer, sign all chapter checks
authorized by the board from the checking account.
- Shall represent the chapter as the voting member of APICS region
meetings or delegate said responsibility to an attending board
member.
-
Vice President of Chapter
- Shall participate in setting chapter direction, goals and
objectives.
- Assume responsibility for action items.
- Participate in board and chapter professional development
meetings.
- Actively promote attendance and membership.
- Shall record the minutes of all meetings of the board of
directors and issue those minutes within 15 days of the board
meeting.
- Shall assist the chapter president in the execution of his
duties and assume the duties and authority of the chapter
president in his absence.
- Shall direct the facilitation, preparation and maintenance of
the chapter strategic plan.
- Shall preside as chairperson of the nominating committee and
selected committee members upon approval of the chapter board of
directors.
-
Treasurer
- Shall participate in setting chapter direction, goals and
objectives.
- Assume responsibility for action items.
- Participate in board and chapter professional development
meetings.
- Actively promote attendance and membership.
- Shall be custodian of the funds of the chapter and maintain
monthly financial records for periodic audits.
- Shall assist the officers and committee chairs with the
development of budgets and shall prepare and maintain year to date
budget for the chapter to be reported at each board meeting.
- Shall draw all checks authorized by the board of directors on
the demand deposit account of the chapter.
- Shall file forms required by the Internal Revenue Service and
other government agencies.
- Shall be responsible for collection of all dues and funds.
-
Vice President - Education
- Shall serve as Chairman of the Education Committee.
- Shall participate in setting chapter direction, goals and
objectives.
- Shall administer the scheduling and fulfillment of programs and
plant tours for the chapter year.
- Shall administer the scheduling and fulfillment of seminars and
educational events for the chapter.
- Assume responsibility for action items.
- Participate in board and chapter professional development
meetings.
- Actively promote attendance and membership.
-
Vice President - Marketing
- Shall serve as Chairman of the Marketing Committee.
- Shall participate in setting chapter direction, goals and
objectives.
- Shall administer the monthly newsletter, chapter website, and
advertising to promote the chapter's programs, plant tours,
seminars, and educational events.
- Shall serve as liaison to new and member companies and promote
the chapter.
- Assume responsibility for action items.
- Participate in board and chapter professional development
meetings.
- Actively promote attendance and membership
-
Vice President - Membership
- Shall serve as Chairman of the Membership Committee.
- Shall participate in setting chapter direction, goals and
objectives.
- Shall maintain the membership contact information database and
align with national organization.
- Shall conduct an annual membership survey to establish the needs
of the membership.
- Assume responsibility for action items.
- Participate in board and chapter professional development
meetings.
- Actively promote attendance and membership
-
Immediate Past President
- The immediate past president shall be a member of the board with
no voting privileges.
- Shall assist the president as assigned on special projects.
- Shall participate in setting chapter direction, goals and
objectives.
- Assume responsibility for action items.
- Participate in board and chapter professional development
meetings.
- Actively promote attendance and membership
-
Affiliated student chapter presidents
- Shall participate in setting chapter direction, goals and
objectives.
- Assume responsibility for action items.
- Participate in board and chapter professional development
meetings.
- Actively promote attendance and membership.
- Interface between student and parent chapter.
ARTICLE VI - BOARD OF DIRECTORS
Section 1. - Function and Duties
- The board of directors shall be responsible for the establishment of
policy for the chapter. It shall be responsible for the management of
the affairs and activities of the chapter, and the development,
implementation / monitoring of the strategic plan, including goals,
strategies and tactics.
- All members of the board of directors, except the Immediate Past
President, shall be entitled to vote on all matters before the board.
A board quorum must be present to conduct a business vote.
- Participate in region professional and chapter development meetings.
Section 2. - Officers
The Chapter Board of Directors shall consist of 6 elected officers:
President, Vice President, Treasurer, Vice President of Education, Vice
President of Marketing, Vice President of Membership, and non-elected
members of the Education, Marketing and Membership Committees, the
Chapter's Immediate Past President, and any presidents of affiliated
student chapters.
Section 3. - Board Meetings
The Board shall meet no fewer than six (6) times a year at a time and
place designated by the board.
Section 4. - Removal of Board Members from Office and Filling of
Vacancies
- Any member of the board, who fails to attend a total of three
meetings of the board during the year, where reasonable notice has
been given, shall be deemed to have automatically resigned from the
board.
- The board may dismiss a board member for negligence, inability or
failure to perform their duties. A unanimous vote by all other board
members is required to effect this dismissal.
- In case of resignation, suspension, expulsion, dismissal, or
disabling illness of a board member, the chapter president may appoint
a replacement from the active roster list to carry out the
responsibilities of the former board member for the remaining term.
- All vacancies on the board of directors between elections at the
annual business meeting shall be appointed by the chapter president
and approved by remaining board members.
ARTICLE VII. - COMMITTEES
Section 1. - Committees
- Nominating Committee
- The committee shall be chaired by the current Chapter Vice
President, and members shall be appointed by him or her not later
than twenty (20) days prior to the annual business meeting of the
chapter.
- The committee shall select one or more candidates for each
office and obtain their acceptance of such nomination.
- The committee shall, at least ten (10) days prior to the annual
election, advise the chapter membership of the nominees.
- Audit Committee
The Audit Committee shall be responsible for conducting, or causing
to be conducted, an audit of the financial records and accounts of the
chapter at a minimum of the close of each fiscal year, and for
presenting a report thereon to the chapter board on or before August
1.
- Other Committees
Other committees may be appointed by the president to accomplish
the general purpose, or special projects, of the chapter. These
committees shall serve until the annual business meeting, following
the appointment, unless dissolved at an earlier date.
Section 2. - Committee Meetings
Committee meetings shall be held upon notification of the committee
chairman. He shall designate the time and place of the meeting.
Section 3. - Removal from Committees
The chapter Board shall have the power and authority to remove any
committee chair or member for cause.
ARTICLE VIII - MEETINGS
Section 1. - Chapter Meetings
- Chapter professional development meetings shall be held on a regular
basis as determined by the board of directors.
- The last regular meeting
of the chapter year shall also be known as the annual business meeting.
Section 2. - Special Meetings
The president has the authority to call special meetings of the
board of directors upon reasonable notice to the members upon the written
request of two (2) members of the chapter board or from five (5) or more
chapter members in good standing.
Section 3. - Board Meeting Notices
- The board typically meets one hour prior to the monthly professional
development meeting. These board meetings are open to the membership.
- Specially called board meetings may be face-to-face or by
teleconference.
- In either case, a written notice of each meeting shall be sent at
least seven days (7) prior to all board members and minutes of said
meeting shall be issued and available for review within fifteen (15)
days of the meeting.
ARTICLE IX. - PARLIAMENTARY AUTHORITY AND SUSPENSIONS
OF RULES
Section 1. - Parliamentary Authority
All meetings of the duly constituted bodies of the chapter shall be
governed by the rules of order as prescribed in Robert's Rules of Order,
Revised, provided the same are not superseded by the Bylaws and are
applicable.
Section 2. - Suspension of By-laws
The standing rules may be temporarily suspended by a two-thirds vote of
those present at any meeting of the board of directors.
Section 3. - Interpretation of By-laws
The chapter board shall be the authority for the interpretation of
these bylaws.
Section 4. - Non-Conflict with Society Bylaws
The bylaws of this chapter shall not conflict in any manner with the
Society bylaws of APICS and the Society bylaws shall govern and prevail in
all matters.
ARTICLE X. - DISSOLUTION
The chapter shall use its funds only to accomplish the objects and
purposes specified in these by-laws, and not part of said funds shall
inure or be distributed to the members of the chapter. On dissolution of
the chapter, any funds remaining shall be distributed to one or more
regularly organized and qualified charitable, educational, scientific or
philanthropic organizations to be selected by the chapter board of
directors. The region vice president must be notified of the dissolution
and distribution of assets of a chapter.
ARTICLE XI. - AMENDMENTS
Section 1. - Proposals
- Amendments to these bylaws shall be proposed in writing to the
chapter board of directors by a special bylaws committee or by a
request signed by five (5) or more members in good standing.
- The chapter board shall authorize proposed amendments, in writing,
to the entire membership, at least two (2) weeks prior to a meeting at
which the amendments are to be voted upon. If votes are handled
electronically, the board will e-mail the proposed amendments to the
by-laws to the membership two (2) weeks prior to the board-recommended
deadline. If a mail vote is to be solicited, the chapter board shall
authorize proposed amendments, in writing, to the entire membership at
least thirty (30) days prior to the date on which the votes are to be
counted.
Section 2. - Voting
An affirmative vote of two thirds of the members voting shall be
required for the adoption of an amendment to these by-laws.
ARTICLE XII. - QUORUM
Section 1. - Membership Quorum
The members present at any regular meeting of the chapter shall
constitute a quorum of the chapter.
Section 2. - Board Quorum
A majority of the members of the board of directors shall constitute a
quorum of the board.
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