BYLAWS
PUBLIC RELATIONS ASSOCIATION OF MISSISSIPPI
1978, 1993, 2001, 2003, 2005, 2009

ARTICLE I - RULES OF ORDER

Section 1.  The rules contained in Robert's Rules of Order shall govern the deliberations of the Chapters, the Association and the Board of Directors in all cases in which they are applicable and not in conflict with the Constitution and Bylaws of the Association.

ARTICLE II - DUTIES OF OFFICERS

Section 1.  The President shall preside at all meetings of the Association and with the Secretary, shall sign as legal representatives of the Association, all documents approved by the Board of Directors.  In the absence of the President, the Vice President of Programs shall preside at the meetings of the Association.

Section 2.  The Vice President of Programs shall be in charge of all programs and arrangements and may appoint committees to assist in carrying out this function to include the annual state conference.

Section 3.  The Vice President of Communications shall be in charge of all communications such as website, newsletter and other public relations efforts.  This person is also responsible for state conference promotion and publicity.

Section 4.  The Vice President of Awards shall oversee the PRism Awards program and committee in accordance with Article III, Section 2.  He or she will also oversee the annual Professional Achievement Award, Educator of the Year Award, Senior Practitioner recognition, buying a plaque for the outgoing president and other awards-related activities.  The person in this position shall automatically move up the next year to the Vice President of Programs position.

Section 5.  The Secretary will serve as the official membership contact and shall be responsible for keeping the official records of the Association including the membership database for preparation, publication and distribution on the SPRF online directory.  This person is also responsible for state conference facility logistics and other meeting planning duties.

Section 6.  The Treasurer shall be the custodian of the funds of the Association with responsibility for billing and collecting annual dues, and preparing and presenting quarterly and annual financial statements to the Board in a format consistent with standard accounting procedures.  This person is also responsible for state conference registration and fee collection.

Section 7.  The Immediate Past President shall review the Association's current Constitution and Bylaws annually.

Section 8.  Officers and Board members are expected to attend all meetings of the Board of Directors.  If unable to attend, the Board member shall notify the President or Secretary in advance of the scheduled meeting.  Two consecutive unexcused absences from Board meetings shall constitute a warning from the President and possible grounds for dismissal from office at the discretion of the Board of Directors.  Board members are considered active members of the state conference planning committee and shall expect the Vice President of Programs to assign conference tasks to them.

ARTICLE III - COMMITTEES

Section 1.  On or about August 1 each year, the President, with the approval of the Board, will appoint a nominating committee for the election of new officers and Southern Public Relations Federation (SPRF) Representatives.

Section 2.  The Vice President of Awards shall appoint a committee, which will be responsible for developing, upgrading and implementing a formal Association professional awards program on an annual basis and any other award programs that may be developed by the Association.

Section 3.  The President shall appoint a chapter development committee and any other such special and temporary committee as deemed necessary.

Section 4.  All committees shall make reports at the annual meeting of the Association or as specified by the President.

ARTICLE IV - MEETINGS AND CONFERENCES

Section 1.  There shall be at least one annual meeting of the Association and quarterly meetings of the Board of Directors.

Section 2.  Special meetings of the Association may be called at any time at the direction of the Board or by the President, or upon written request to the President by one-fourth (1/4) of the Association members in good standing.  The notice of such meetings shall state the business for which they are called, and no other business may be transacted at such meetings.

ARTICLE V - DUTIES AND PRIVILEGES

Section 1.  Each Association member shall be entitled to a Certificate of Membership signed by the SPRF President.

Section 2.  All active members who have paid current dues shall be eligible to vote and to hold office in the Association.

Section 3.  If the right of a member to vote or hold office is questioned, the records of the Association shall be conclusive evidence.

ARTICLE VI - ELECTIONS

Section 1.  Procedure for conduct of an electronic or written ballot for Association officers and vacant SPRF representatives shall be as follows:

            A.  The President shall appoint a nominating committee, chaired by the Immediate Past President of PRAM.  The committee should consist of at least one representative from the Northern Region, one from the Central Region and one from the Southern Region.  The President will be an at-large voting member of the nominating committee for a total of five members.  (See Article III, Section 1).

            B.  The Nominating Committee shall nominate a slate of officers and any nominees for vacant SPRF representatives consisting of at least one name for each office to be filled.

            C.  The committee chair will email a ballot with the proposed slate to the Board of Directors no later than September 1, at which time any board member has five working days to write in additional names for office on the ballot and send those additions back to the committee chair.

            D.  The committee chair will then email the ballot, containing the original proposed slate of officers as well as any additions, to the Board of Directors for a final vote.  The final vote may take place via electronic means or in person at the quarterly board meeting held in September.

            E.  The chair will tabulate the ballots and email the results of the election to the Board of Directors by September 20.  Election requires a majority vote by the Board of Directors.

            F.  If discrepancies arise, the President shall appoint an audit committee of no less than three (3) active Association members neither holding office nor nominated for office in the Association to audit the ballots.

            G.  When finalized, but no later than October 1, the Secretary will send in writing the names and contact information of the Association's incoming officers and board of directors to the Secretary of SPRF.

            H.  Officers and directors shall be installed at the first Board meeting of each calendar year and shall serve until successors are duly elected and installed.

ARTICLE VII - VACANCIES

Section 1.  Association officer or board of director vacancies will be filled for the unexpired term when two-thirds of the Board of Directors concur with the suggested interim replacement.  Such a vote may be conducted by written or electronic means.

Section 2.  Vacancies arising in the Board of Directors other than an officer may be filled by the respective chapter if the vacancy occurs between the annual meeting and election time.

ARTICLE VIII - OFFICIAL ROSTER

Section 1.  The Secretary shall update the membership database as changes are submitted by local chapters and work with the Treasurer on billing dues quarterly.

Section 2.  The Secretary shall forward updates to the membership database in accordance with guidelines set by the SPRF Vice President of Membership.

ARTICLE IX - FISCAL YEAR

Section 1.  The fiscal year of the Association shall be from January 1 to December 31 with the Board taking office at that time.

ARTICLE X - DUES

Section 1.  Annual dues in the Association and SPRF shall be reviewed annually and set by the Board of Directors.  The dues will be paid to the state Association by each chapter.  Additional chapter dues assessments may be made as deemed necessary by the Board. 

Section 2.  Dues will be paid quarterly to the Association based on active membership in the SPRF online directory.

Section 3.  SPRF dues will be paid from the annual membership dues.

Section 4.  Members in good standing shall be entitled to receive all publications and services.  The Board shall determine the proportion of dues to be devoted to this purpose.

ARTICLE XI - AREA CHAPTERS

Section 1.  Area chapters duly chartered by the Board of Directors shall be designated according to locale.

Section 2.  Area chapters shall be structured along the same organizational lines as the state organization, shall adhere to the Association Constitution and shall operate in keeping with the Association Constitution and Bylaws.

Section 3.  An area chapter may engage in any activity sanctioned by its board of directors, so long as the activity does not in any way obligate the Association financially or otherwise, nor does the activity cause harm or create difficulty for the state organization.

Section 4.  The Board has the right to revoke an area chapter's charter if due cause is determined and after the chapter has the opportunity for a fair hearing.

Section 5.  A representative of a prospective chapter must attend a state board meeting in person and make known the desire to form a new chapter.

            A.  At this meeting, a prospective chapter should make a formal application to the state board in writing and include the geographic area the chapter intends to serve.

            B.  The charter package should include the names, addresses, telephone numbers, email addresses and positions of a minimum of seven paid members in the chapter.  The package should also include a prospective board, a constitution and bylaws in accordance with Article XI.

            C.  The nearest chapter officers and state officers will visit and help the new chapter.

Section 6.  PRAM will give all newly chartered chapters $100 in seed money.  If the chapter folds within two years, the money should be refunded to PRAM.  

ARTICLE XII - AMENDMENTS

Section 1.  These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors.

ARTICLE XII - EXPENSES

Section 1.  State Board members may be reimbursed for gas receipts, not mileage, to and from State Board meetings.  SPRF representatives may be reimbursed for gas receipts, not mileage, to and from SPRF meetings and State Board meetings.  After submitting receipts to the Treasurer, the member or representative shall be reimbursed on or before the next quarterly Board meeting.  No other reimbursements are authorized.  Registration, motel/hotel and meal expenses incurred by the State President at PRAM or SPRF-related functions may be reimbursed when attendance at such events by the President is beneficial to the organization.

ARTICLE XIII - STATE CONFERENCE

Section 1.  All State Conference income shall go to the PRAM treasury, except for an incentive that shall be awarded to the local chapter serving as Site Committee for the event.

            A. The incentive shall be $20 per head based on full conference registrations.

            B. The incentive shall be awarded 90 days following the State Conference and is based on the Treasurer's conference financial report and final registration numbers.

            C. The incentive shall only be granted in the event that the State Conference makes enough of a profit in order to fund it and still have at least the same amount of the incentive left as profit from the conference.  If this stipulation is not met, the percentage/amount earned will be awarded or suspended at the discretion of the board.

Section 2.  The Board should designate at least one full year in advance where the State Conference will be held.  The conference shall rotate between three areas of the state - North Mississippi, Central Mississippi and South Mississippi in that order.  The 2006 conference shall be in North Mississippi and so on thereafter.  Conference locations are not limited to areas with a PRAM local chapter.

Section 3.  In the event that the SPRF Board designates a specific Mississippi location for the Mississippi rotation of the SPRF Conference, and it is different from the location designated by the established rotation in Section 2, SPRF's decision overrides Section 2, and rotation shall begin anew the following year with the next location proscribed in Section 2.

Section 4.  Regarding hosting an SPRF Conference, SPRF will take its monetary cut from registrations.  As for the remainder, PRAM will award 80 percent of the income from any SPRF Conference hosted in Mississippi to the Mississippi host chapter or host chapters.  PRAM will keep the other 20 percent for its treasury.  The above is valid only if the event makes a profit.

ARTICLE XIV - PRISM AWARDS

Section 1.  PRism Awards shall be the primary fundraiser for the Association, and PRism Awards entry income shall go to the PRAM treasury.

Section 2.  When the PRism Awards is held as a stand-alone event, usually during the year that Mississippi hosts an SPRF Conference, the profit made from attendance at the PRism Awards event is awarded fully to the PRAM treasury.