By-Laws Pittsburgh Chapter 31

<br />09C-Bar_PlatinumCBar-Platinum 2012CBar-PlatinumCBar-Platinum_2014APICS 2015

Article I IDENTIFICATION

The name of this corporation shall be the Pittsburgh Chapter, Inc., herein referred to as Chapter. It is organized under the “Non-Profit Corporation Laws’ approved on May 5, 1933, as amended, of the Commonwealth of Pennsylvania. The Chapter has been designated Chapter #31 by its parent APICS. The geographic area to be covered by the Chapter shall include the Greater Pittsburgh Region as interpreted by the Board.

Article II PURPOSE

The purpose of the Chapter shall be:

A. To promote as a professional occupation Production and Inventory Control, Operations Management, Integrated Resource Management, Supply Chain Management, and other areas advanced by APICS.

B. To sustain and advance professional standards and Code of Ethics within the vocation of Production and Inventory Control, Operations Management, Integrated Resource Management, Supply Chain Management, and other areas advanced by APICS.

C. To assist in keeping member’s and non-member’s occupational knowledge current in the latest techniques and advances in the profession of Production and Inventory Control, Operations Management, Integrated Resource Management, Supply Chain Management, and other areas advanced by APICS.

D. To provide professional development opportunities by promoting and presenting local educational programs and by promoting region and national programs.

E. To advocate members in their research, writing, and submission of articles, papers, and “letters to the editor” for local and national publication.

F. To encourage members to make presentations that explain or advance the APICS “Body of Knowledge”.

G. To cultivate membership fellowship.

H. To require the Board to continuously review and modify the Purpose to meet the needs of the membership and to report the Purpose to the membership at least annually or as often as determined necessary by the Board.

Article III EXISTENCE

Section 1.

The period during which the Chapter shall continue is perpetuity. This corporation will not at any time engage in the sale of alcoholic beverages.

Section 2. Dissolution

This Chapter may be dissolved, after Board approval, by a majority vote of members at a meeting called for the purpose of dissolution. Notice stating the date, time, place, and Board reasoning supporting dissolution shall be mailed to each member at least thirty days in advance of the meeting date.

Upon membership approval and after payment of all just Chapter debts and satisfaction of all just Chapter liabilities including legal dissolution procedures, all remaining assets shall become the property of E & R Foundation.

APICS shall at no time have any liability for Chapter activities, including the payment of Chapter debts or the satisfying Chapter liabilities.

Article IV MEMBERSHIP

Section 1. Members

The membership shall be composed of persons who subscribe to and support the Chapter’s Purpose and Code of Ethics.

Section 2. Membership Types

A. Regular member – an individual engaged or interested in Production and Inventory Control, Operations Management, Integrated Resource Management, Supply Chain Management, and/or other areas advanced by APICS.

B. Honorary member – a Chapter member determined by the Board of Directors to have made exceptional contributions to the Chapter, Region, and/or APICS.

a. To be nominated, the member must be retired from his main occupation, be a Chapter member for more than five years, and be affirmed by the Board.

b. The Honorary Member shall have all privileges of a regular Chapter member without the payment of Chapter or APICS dues and be charged a reduced rate, not to exceed the individual function break-even rate, to attend any Chapter function. The Chapter will pay the APICS dues as long as the Honorary Member remains an active contributor to the Chapter and Chapter activities.

Section 3. Termination of Membership

A member may resign from the Chapter at any time by advising the Vice President Administration who will advise the Board of the resignation at the next regular Board meeting.

Article V DUES

A. Annual dues shall consist of two parts: (1) the dues for Chapter membership, which amount shall be established by the Board and (2) the dues for the international APICS membership, which amount shall be established by the international APICS organization.

B. Dues are payable with an application for membership and thereafter on the anniversary date of the member as billed by the international APICS organization. Such billing shall include both Chapter and international APICS organization dues. Member renewal payments are due in accordance with the international APICS organization billing terms and conditions.

Article VI MEETINGS

A. Regular meetings shall be held on the second Wednesday of each month, excluding summer months, or at such other times as determined applicable by the Board. Regular meetings include monthly dinner meetings, periodic plant tours, or any other general membership gathering advanced as such by the Board. Notice stating the date, time, place, and purpose shall be communicated to the general membership in advance of the meeting.

B. Regular Board meetings shall be held as a separate meeting prior to the regular meeting at the time and place designated by the President and convenient to the Board members. Notice stating the date, time, and place shall be communicated to each Board member at least one week in advance of the meeting date.

C. Special meetings of the general membership, Board, or Committees may be called by the President or on written request to the President and Vice President Administration by any three Board members. Notice stating the date, time, place, and purpose must be communicated to the general membership, each Board member, or each Committee member at least one week in advance of the meeting date.

D. To constitute a quorum at regular or special Chapter meeting, there must be at least 5% of the regular and honorary members present. To constitute a quorum at any Board or Committee meeting, there must be at least 50% of the Board or Committee members present.

E. A simple majority will rule Chapter business requiring Committee, Board, or membership approval providing a quorum is present at the time a vote is taken.

F. At all meetings, Chapter business requiring Committee, Board, or membership approval shall be decided by a voice vote of members present, except that any member may request and obtain a vote by secret ballot.

Article VIl GOVERNMENT

Section 1. Organization

The control and general management of the affairs, property, and funds of the Chapter shall be vested in a Board of Directors, herein referred to as Board. The Board shall consist of at least four elected officers including a President, Vice President, Vice President Administration and Vice President Finance. All Board members must be included in the Chapter membership roll.

A. The President recommends Board position changes and the initial nominations for newly created positions.

B. The President must select an existing Board member to act as the Vice President.

C. The Board approves Vice Presidential position changes and the initial nominations.

D. The Board shall be fully vested to carry out all Chapter business.

E. The President shall have the power to appoint as many Assistant Vice Presidents as necessary.

F. The President may remove a Vice President at any time, with approval of the majority of the presiding Board.

G. The President shall have the power to establish committees and appoint Chairpersons.

H. The President may dissolve a committee or remove a Chairperson at any time.

Section 2. Officers

A. A President who shall be the Chief Executive Officer of the Chapter and have all the duties normally exercised by that office. The President shall preside at all meeting of the Board and Chapter and be an ex-officio member of all committees.

B. A Vice President (selected from existing Board members) who shall assist the President and act on the Presidents behalf in the absence of and with the approval of the President.

C. A Vice President of Administration who shall assist the President and Vice President and perform other duties as directed by the President and Board that may include Board meeting minutes, Board Roster, regular meeting membership registration activities, annual member activity attendance records, and all other Chapter reporting requirements.

D. A Vice President Finance who shall be responsible for Chapter receipts and disbursements and other duties as directed by the Board that may include the immediate correction of any financial control weaknesses, budgeting, monthly financial reporting, tax and other governmental reporting, control and timely deposits of all Chapter funds, maintaining a complete set of accounting records with all supporting documentation, and keeping Chapter financial records in accordance with generally accepted accounting principles and government requirements.

Article VIII ELECTIONS

Section 1.

The term of each Chapter office shall be one year beginning July first and ending on June 30th of the following calendar year.

Section 2.

The election of officers will occur during the last scheduled meeting of the year. The President and Vice President shall select a Nominating Committee of three active Chapter members. The Nominating Committee will select nominees and report a slate of nominated officers to the membership at least sixty days prior to the election meeting date.

Any active member present at the election meeting may make nominations of qualified members to any office from the floor. An election-meeting nominee is added to the slate of officers when the nominee personally accepts the nomination at the election meeting and is seconded by five active members. The election shall be by voice vote except that any member may request and obtain a secret ballot for a specific position or positions.

Section 3.

If the President resigns or cannot fulfill his duties during a term of office, the current Vice President will become the President. If an elected officer resigns during a term in office, the President will appoint a replacement.

Article IX COMMITTEES

Section 1.

Committees will be appointed when necessary for the operation of the Chapter. The President will determine duties of the committees.

Section 2.

A permanent advisory council to the President shall be formed and named ‘President’s Advisory Council.” This committee shall be chaired by the second immediate past President. The purpose of this committee is to be an advisor to the President in the operation of the Chapter and to perform other duties as directed by the President.

Article X International APICS organization and REGION

Section 1.

The Chapter will utilize the expertise of APICS and Region.

Section 2.

The Chapter should be represented by the President, Vice President, and other Board members at all Region meetings and at least by the President and Vice President at the APICS Conference, if sufficient funds are available.

Section 3.

The Chapter should demonstrate its excellence to APICS and Region

A. By participating in the Chapter Management Awards Program

B. By actively participating in relevant APICS and Region programs.

C. By supporting and participating in other pertinent Chapter management and membership programs and activities advanced by APICS and Region.

Article XI PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

No Chapter member or other person, partnership, or corporation shall receive any earnings from Chapter operations. This shall not prevent the payment of reasonable compensation for services rendered to advance the Chapter’s purpose as directed by the Board and with specific Board approval regarding each occurrence prior to the disbursement of Chapter funds.

Article XII CODE of ETHICS

A. To maintain high personal standards of character, integrity, and moral responsibility.

B. To demonstrate and promote elevated professional standards.

C. To be a positive example by my everyday words, actions, and deeds.

D. To be liberal with my praise and careful with my criticisms, to build and not destroy.

E. To continuously invest in and expand my own personal knowledge base by attending educational opportunities.

F. To be knowledgeable of current and leading edge advances and technology within my profession and industry.

G. To initiate, maintain, and improve sound business practices.

H. To encourage and cooperate in the interchange of knowledge and techniques for the mutual benefit of the profession.

I. To hold in professional confidence any confidential or proprietary information gained in the course of Chapter business and to refrain from using such information in any unethical manner.

J. To encourage high standards of professional conduct.

K. To seek success without taking unfair advantage of or utilizing questionable acts that would diminish my professional status or position.

L. To neither engage in nor sanction any exploitation of my membership or profession.

M. To uphold the high standards and ideals of APICS and its Code of Ethics.

N. To resolve doubt according to the generally accepted standards of truth and fair dealing when a doubt arises as to the ethics of my action or deeds.

Article XIII DIRECTORS LIABILITY

A. To the extent permitted by law, each director and the heirs, executors, and administrators of such director, shall be indemnified by the Chapter against expenses including attorney fees reasonably incurred by such director in connection with any claims, action, suit, or proceeding to which such director may be made a party by reason of being or having been a director, including any judgment rendered against him or her.

B. Any amount paid by him or her in reasonable settlement of such claim, action, suite, or proceeding shall be timely reimbursed by the Chapter with Board approval or membership approval, when the Board disapproves.

a. Matters of reimbursement must be brought to the attention of the Board or membership, when the Board disapproves, by the President.

b. A two thirds majority of the membership may override Board action by vote within eighty days, excluding summer months, at a regular or special meeting.

Article XIV AMENDMENTS

Section 1.

The By-Laws may be changed, revised, amended, altered, or repealed by the majority vote of Chapter members present at any regular or special meeting when the proposed action has been published in the meeting notice.

Section 2. Procedure

A. Any member may propose changes.

B. Proposed changes shall be referred to the Board, which shall recommend adoption or rejection.

C. Where adoption is recommended by the Board, the proposed changes may be submitted for membership approval during any regular or special meeting or by mail to all Chapter members.

D. If the adoption of the proposed changes is submitted for membership approval by mail, the proposed changes shall thereafter have full force and effect unless written disapproval is received by the Directory of Administration from 25% of the members within thirty days from date of mailing.

Article XV PROCEDURE

Whenever applicable, Robert’s Rules of Order, Revised, shall determine the conduct of business in all meetings of the Chapter as interrupted by and directed by the highest Chapter officer present except where these rules would be inconsistent with the Articles of Incorporation or these By-Laws.

Article XVI FISCAL YEAR

The Chapter fiscal year shall begin on July first of the current year and end on June 30th of the following year. Chapter regular meetings shall start in September of the current year and end no later than June 30 of the following year.