Baton Rouge Bylaws

Article I—Name

The name of this organization shall be the Public Relations Association of Louisiana–Baton Rouge Chapter, hereinafter referred to as the Chapter, a non-profit organization conducting activities within the state of Louisiana.

Article II—Purpose and Objectives

The Chapter's objectives are to improve the professional skills of public relations practitioners, establish and maintain standards for the profession and provide a knowledge base for Chapter members and the community. The Chapter works toward several objectives within the organization and the community that benefit members:

  • To foster greater knowledge and appreciation of the public relations field;
  • To help members acquire greater professional skill;
  • To secure greater overall understanding and support of principles based on the Code of Ethics;
  • To offer members a forum within their own ranks; and
  • To promote and seek to maintain high standards of public service and conduct.

Article III—Membership

Section 1

To qualify for membership, an applicant shall meet all eligibility requirements prescribed by these Bylaws and all amendments thereto and be approved by the Board of Directors. Applications for membership, or for transfer to a different category of membership, shall be reviewed by the Board of Directors at the next regular Board meeting.

Section 2

Membership shall comprise four categories: Active, Student, Retiree and Honorary Members.

  • Active members shall be of established professional standing in the field of communications. Interpretation of this requirement shall be determined by the Board of Directors, guided by the nature and extent of the applicant's experience, occupational duties, responsibilities and interests. 
  • Student members shall be enrolled on a matriculating basis in any accredited college or university, majoring in mass communication, journalism or public relations. 
  • Honorary members are not required to pay dues. Eligible individuals shall be retired from the profession, have been a PRAL member for 20 years or more, and have received one or more Chapter awards, such as Communicator of the Year, Practitioner of the Year, Member of the Year or the First Circle Award.       
  • Retiree members are former active members who retired after a career in public relations and are no longer working.

Section 3

Only active members whose dues are current and who have no Chapter-related legal or financial charges pending shall be eligible to vote in any Chapter, PRAL or SPRF election or hold office in the Chapter.

Only active members whose dues are current shall be entitled to become accredited or enter the SPRF Lantern Awards competition.

If a member’s status is questioned, the records of the Chapter shall be considered conclusive evidence.

Section 4

Members whose dues are unpaid for three months or more shall cease to be active members.

Inactive members may be reinstated upon payment of all arrears and dues owed, provided that the lapsed period is not greater than one year.

If the member's dues are lapsed for a period of greater than one year, the member may be required to reapply for membership, may be responsible for paying a reactivation fee, and shall be responsible for paying pro-rated dues at the time of reinstatement.

Article IV—Financial Matters

Section 1

The fiscal year of the Chapter shall be from January 1 through December 31.

Section 2

Dues shall be assessed annually, payable in advance on January 1. If a new member is approved after January 30, dues for that year shall be pro-rated accordingly, with dues payable thereafter on January 1.

Section 3

All members who pay dues are enrolled automatically as members of the Southern Public Relations Federation (SPRF) and the state PRAL organization.

The Chapter shall send a portion of their dues to the state PRAL organization. In turn, the state organization will designate a portion of the money for SPRF dues.

Section 4

All matters involving changes in the financial assessment of the membership shall be submitted to members of the Chapter for consideration and voting on final approval of any change.

Article V—Officers and Board of Directors

Section 1

The governing body of this Chapter shall be the Board of Directors, hereinafter referred to as the Board, composed of six Officers – the President, Immediate Past President, President-Elect, Vice President, Secretary, and Treasurer -- and six Directors at Large, all to be elected by the membership. At the Board's discretion, a member serving as the chapter's SPRF representative may be appointed as a seventh voting Director.

Section 2

The term of office for each of the Officers shall be one year, except when an Officer is elected or appointed to fill an unexpired term. Officers' duties are as follows:

  • President: To preside at all meetings of the Chapter, perform other such duties as are customary for this office and serve as chair of the Board of Directors.
  • President-Elect: To prepare for the future role of President and preside over an annual strategic planning meeting of the Board.
  • Vice President: To serve as chair of the Program Committee, including establishing an annual meeting calendar, contacting and confirming speakers and making any other related arrangements.
  • Secretary: To keep attendance records and meeting minutes and record all matters of business acted upon by the Chapter and the Board of Directors.
  • Treasurer: To keep records of all financial matters of the Chapter and work closely with the Board of Directors in preparing and administering the Chapter's budget.

Section 3

The term of office for each Director at Large shall be two years, unless elected or appointed to fill an unexpired term. An elected Director shall serve no more than two consecutive terms totaling four years without remaining off the Board for at least one year, unless elected or appointed as an Officer.

Section 4

The Board of Directors shall decide on all matters pertaining to the operation of the Chapter; consider all applicants for membership; hear all grievances; approve all expenditures and contracts; and settle all affairs and matters of policy in accordance with these Bylaws and the dictates of responsibility.

In all matters involving financial assessment of the membership, however, the Board shall make recommendations for consideration and final approval by the membership of the Chapter.

Section 5

The Chapter shall be governed in accordance with Robert's Rules of Order and these Bylaws in all cases in which they are applicable and not in conflict with the Constitution.

Section 6

A majority of the Board of Directors shall constitute a quorum, provided at least one of the six, or seven if the SPRF representative is a voting Board member, is an Officer of the Chapter.

Business can be transacted only by a majority vote of a quorum of the Board of Directors.

Section 7

Attendance at each Board meeting is expected and meeting attendance will be recorded and shared. Meeting attendance via telephone should not be a substitute for regular attendance in person.

If an Officer or Director is absent without cause from three regular Board meetings, the President, with the approval of the Board, may declare the position vacant and appoint an eligible active member to fill the vacancy. A majority of the quorum shall be the sole judge of the reasonableness of the excuse for each absence.

Section 8

Any Officer or Director may be removed for cause by a two-thirds vote of the entire Board of Directors.

Section 9

In the event of a vacancy in the office of President, the President-Elect shall take office as President at the next regular meeting. Other vacancies shall be addressed by the Board of Directors as follows:

  • If an Officer resigns or ceases to serve, the President, with the approval of the Board, may appoint a Director to fill the unexpired term.
  • If a Director resigns or ceases to serve, the President, with the approval of the Board, may appoint an active member to fill the unexpired term.

Article Vl—Committees

Section 1

The President, with the approval of the Board, shall appoint eight standing committees to perform ongoing Chapter functions, and shall name the chair of each. These standing committees are as follows:

  • Accreditation Committee
  • Communications Committee
  • Strategic Planning Committee
  • Awards Committee
  • Pro Bono Committee
  • Membership Committee
  • Scholarship Committee
  • Program Committee

The Strategic Planning Committee, which shall be led by the President-Elect, shall conduct annual strategic planning meetings for Board members no later than March 1.

The Program Committee shall be chaired by the Vice President.

Section 2

The President, with the approval of the Board, shall appoint special committees as needed to carry on the work of the Chapter, and shall name the chair of each. These special committees shall include the Nominating Committee, which shall be headed by the Immediate Past President.

Section 3

Each of the six Directors at Large shall chair a standing committee or a special committee.

Article Vll—Elections

Section 1

By March 1 each year, the President, with the approval of the Board, shall appoint a five-member Nominating Committee.

The Nominating Committee shall include the Immediate Past President (who shall serve as chair), two Past Presidents and two active members.

Section 2

The Nominating Committee will issue a yearly call for members who are interested in serving on the Board of Directors.

Each prospective Board member shall submit a completed PRAL-BR Board candidate application form and résumé to the Nominating Committee for consideration.

Section 3

While not required for service on the Board of Directors, it is preferred that each prospective Director have completed at least one year of service on any Chapter committee before being nominated for election as a Director.

To be nominated for election as an Officer, a member shall have served as a member of any Chapter committees for at least two years, have served on the Board for at least one year and have proven his or her executive-level leadership ability. Only a current Director or Officer with the requisite professional experience and Chapter service shall be nominated for election as an Officer.

Section 4

An elected Director at Large shall serve no more than two consecutive two-year terms without remaining off the Board for a period of at least one year, unless elected or appointed as an Officer.

The term begins on July 1.

In addition, the term of a Board member may be extended up to one year in case of emergencies or transitions as determined by a vote of the full Board. Additionally, any such extension must be approved by a majority vote of members at a monthly membership meeting or via email to the entire membership.

Section 5

After evaluating applications submitted by Chapter members for positions on the Board, the Nominating Committee shall propose a slate of Officers and Directors for the next Board term, consisting of at least one candidate for each positionAt least one of the candidates must also be a member of the Public Relations Society of America.The proposed slate shall be presented in its entirety to the Board of Directors for approval prior to dissemination to the membership for voting.

Section 6

The Secretary shall submit the slate in ballot form to each qualified Chapter member no later than April 15.

Section 7

Members may add or delete candidates from the ballot and cast a vote for the candidate of their choice for each position. Each eligible ballot shall be returned no later than midnight on May 15.

Section 8

The Secretary shall count the ballots. The Nominating Committee will audit the ballots.

The person receiving the greatest number of votes shall be elected to each respective position. In the event of a tie for any position on the Board, the tie shall be broken by a vote of the current Board of Directors, conducted in timely fashion.

The elected Officers and Board members shall be presented at the June meeting of the following year and shall take office on July 1.

For current 2017 Board members whose terms are set to expire in either January of 2018 or January of 2019, their terms will be extended to July of the respective following year.

Article VIII—Meetings

Section 1

Regular membership meetings shall be held at least eight times yearly as decided by the Board of Directors. The Communications Committee chair shall ensure that notice of the time and place of such meetings is sent to members well in advance.

Section 2

The Board of Directors shall strive to meet each month, but shall meet no fewer than six times yearly.

The President shall notify members of the Board of each Board meeting and, at his or her discretion, may call a Board meeting or utilize electronic media for voting by the Board as needed to accomplish the objectives of the Chapter.

Article IX—Bylaws Amendments

Section 1

Any proposed amendment of the Chapter Bylaws shall be presented to the Board of Directors for approval.

If approved by the Board, the proposed amendment shall be disseminated to the membership at least 30 days prior to a regular membership meeting.

Section 2

The proposed amendment shall be discussed and voted on at the next membership meeting. A two-thirds affirmative vote of qualified members present is required for passage of the amendment, which shall take effect immediately or as specified in the amendment.

Article X—Distribution of Assets upon Dissolution

Upon the dissolution of the Chapter, the assets of the Chapter shall be applied and distributed as follows:

  • All liabilities and obligations of the Chapter shall be paid, satisfied and discharged, or adequate provisions made.
  • All remaining assets of the Chapter shall be transferred to one or more domestic corporations, societies or organizations engaged in similar activities, pursuant to a plan for distribution of assets adopted by the Board of Directors as provided by law.

In no event shall the assets of the Chapter be distributed to any Board member or individual member upon dissolution of the Chapter.