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Articles of Association and By-Laws

(most recently amended September 17, 2013)

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.

    1. Each such company may designate as it's representatives five individuals who shall enjoy full membership privileges.

    2. Each such company shall be entitled to send any number of employees from this particular plant site to any Society activity at member rates.

    3. 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:

    1. Resigns, or

    2. Is in arrears greater than 90 days in the payment of dues, or

    3. Fails to comply with Society or chapter bylaws.

  • The chapter board of directors may suspend or expel any member for cause.

    1. This shall not be done until after the member has been given an opportunity to explain the offending action.

    2. 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.

    3. 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.

    4. 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

    1. Shall preside at all meetings of the chapter and the board of the directors.

    2. Shall participate in setting chapter direction, goals and objectives.

    3. Shall maintain the relationship between the chapter and partnering organizations on educational events.

    4. Assume responsibility for action items.

    5. Participate in board and chapter professional development meetings.

    6. Actively promote attendance and membership.

    7. Shall, with the advice and consent of the board of directors, appoint all committee chairpersons, except as provided by these by-laws.

    8. Shall be ex-officio member of all committees except the nominating committee.

    9. Shall appoint, with the Board of Directors approval, any office vacated by an officer or director to fill an un-expired term.

    10. Shall, in the absence of the treasurer, sign all chapter checks authorized by the board from the checking account.

    11. 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

    1. Shall participate in setting chapter direction, goals and objectives.

    2. Assume responsibility for action items.

    3. Participate in board and chapter professional development meetings.

    4. Actively promote attendance and membership.

    5. Shall record the minutes of all meetings of the board of directors and issue those minutes within 15 days of the board meeting.

    6. Shall assist the chapter president in the execution of his duties and assume the duties and authority of the chapter president in his absence.

    7. Shall direct the facilitation, preparation and maintenance of the chapter strategic plan.

    8. Shall preside as chairperson of the nominating committee and selected committee members upon approval of the chapter board of directors.

  • Treasurer

    1. Shall participate in setting chapter direction, goals and objectives.

    2. Assume responsibility for action items.

    3. Participate in board and chapter professional development meetings.

    4. Actively promote attendance and membership.

    5. Shall be custodian of the funds of the chapter and maintain monthly financial records for periodic audits.

    6. 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.

    7. Shall draw all checks authorized by the board of directors on the demand deposit account of the chapter.

    8. Shall file forms required by the Internal Revenue Service and other government agencies.

    9. Shall be responsible for collection of all dues and funds.

  • Vice President - Education

    1. Shall serve as Chairman of the Education Committee.

    2. Shall participate in setting chapter direction, goals and objectives.

    3. Shall administer the scheduling and fulfillment of programs and plant tours for the chapter year.

    4. Shall administer the scheduling and fulfillment of seminars and educational events for the chapter.

    5. Assume responsibility for action items.

    6. Participate in board and chapter professional development meetings.

    7. Actively promote attendance and membership.

  • Vice President - Marketing

    1. Shall serve as Chairman of the Marketing Committee.

    2. Shall participate in setting chapter direction, goals and objectives.

    3. Shall administer the monthly newsletter, chapter website, and advertising to promote the chapter's programs, plant tours, seminars, and educational events.

    4. Shall serve as liaison to new and member companies and promote the chapter.

    5. Assume responsibility for action items.

    6. Participate in board and chapter professional development meetings.

    7. Actively promote attendance and membership

  • Vice President - Membership

    1. Shall serve as Chairman of the Membership Committee.

    2. Shall participate in setting chapter direction, goals and objectives.

    3. Shall maintain the membership contact information database and align with national organization.

    4. Shall conduct an annual membership survey to establish the needs of the membership.

    5. Assume responsibility for action items.

    6. Participate in board and chapter professional development meetings.

    7. Actively promote attendance and membership

  • Vice President - Chapter Development

    1. Shall serve as Chairman of the Chapter Development Committee.

    2. Shall participate in setting chapter direction, goals and objectives.

    3. Shall track chapter activity throughout the year to ensure CBAR compliance.

    4. Shall actively promote student chapter creation and development within the local academic community.

    5. Serve as faculty advisor to student chapter, if applicable

    6. Act as liaison between APICS Richmond and other student chapter faculty advisors in the Richmond area

    7. Seek new opportunities for Chapter advancement

    8. Assume responsibility for action items.

    9. Participate in board and chapter professional development meetings.

  • Immediate Past President

    1. The immediate past president shall be a member of the board with no voting privileges.

    2. Shall assist the president as assigned on special projects.

    3. Shall participate in setting chapter direction, goals and objectives.

    4. Assume responsibility for action items.

    5. Participate in board and chapter professional development meetings.

    6. Actively promote attendance and membership

  • Affiliated student chapter presidents

    1. Shall participate in setting chapter direction, goals and objectives.

    2. Assume responsibility for action items.

    3. Participate in board and chapter professional development meetings.

    4. Actively promote attendance and membership.

    5. 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

    1. 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.

    2. The committee shall select one or more candidates for each office and obtain their acceptance of such nomination.

    3. 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.