Proposed By-Laws changes Pittsburgh Chapter 31

                                       BY-LAWS Pittsburgh Chapter 31

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, aka APICS Pittsburgh Chapter #31, is further identified by the following website link http://apics-pgh.org/.

When used in this document, APICS, refers to APICS, 8430 West Bryn Mawr Avenue, Suite 1000, Chicago, IL 60631, USA (http://www.apics.org/)

When used in this document, District, refers to The Mid Atlantic District of APICS (aka MAD) in which the Chapter is a member.

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:

  1. To promote as a professional occupation Production and Inventory Control, Operations Management, Integrated Resource Management, Supply Chain Management, and other areas advanced by APICS.
  2. To sustain and advance professional standards within the vocation of Production and Inventory Control, Operations Management, Integrated Resource Management, Supply Chain Management, and other areas advanced by APICS.
  3. 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.
  4. To provide professional development opportunities by promoting and presenting local educational programs and by promoting region and national programs.
  5. To advocate members in their research, writing, and submission of articles, papers, and “letters to the editor” for local and national publication.
  6. To encourage members to make presentations that explain or advance the APICS “Body of Knowledge”.
  7. To cultivate membership fellowship.
  8. 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.Section 1.This corporation will not at any time engage in the sale of alcoholic beverages. 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. APICS shall at no time have any liability for Chapter activities, including the payment of Chapter debts or the satisfying Chapter liabilities. Section 1. MembersSection 2. Membership Types
  9. The membership shall be comprised of members of APICS that select affiliation with the Pittsburgh Chapter or those persons deemed suitable by the board of directors.
  10. Article IV MEMBERSHIP
  11. 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 be distributed by and in the manor determined by the board.
  12. Section 2. Dissolution
  13. The period during which the Chapter shall continue is perpetuity.
  14. Article III EXISTENCE
  1. 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.
  2. Honorary member – a Chapter member determined by the Board of Directors to have made exceptional contributions to the Chapter, District, and/or APICS.
    1. 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.
    2. 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.A member may resign from the Chapter at any time by advising the Executive Vice President who will advise the Board of the resignation at the next regular Board meeting.
    3. Article V DUES
    4. Section 3. Termination of Membership
  1. Annual dues shall consist of two parts: (1) the dues for Chapter membership, and (2) the dues for the international APICS membership, which amount shall be established by the international APICS organization.
  2. Dues are payable with an application for membership and thereafter on the anniversary date of the member as billed by the international APICS organization.
  3. Article VI MEETINGS
  1. Regular membership 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 membership 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.
  2. 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.
  3. Special meetings of the general membership, Board, or Committees may be called by the President or on written request to the President and Executive Vice President 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.
  4. A simple majority will rule Chapter business requiring Committee, Board, or membership approval.
  5. 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. When decisions must be made between regular scheduled board meetings Email voting is permitted where approval consists of the majority of the total board members. Section 1. OrganizationThe Board of Directors shall consist of at least three elected officers including a President, Executive Vice President, and Vice President Finance. All Board members must be included in the Chapter membership roll.
  6. 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.
  7.  Article VIl GOVERNMENT
  1. The President recommends Board position changes and the initial nominations for newly created positions.
  2. The Board approves Presidential position changes and the initial nominations.
  3. The Board shall be fully vested to carry out all Chapter business.
  4. The President shall have the power to appoint as many Vice Presidents as necessary.
  5. The President may remove a Vice President at any time, with approval of the majority of the presiding Board.
  6. The President shall have the power to establish committees and appoint Chairpersons.
  7. The President may dissolve a committee or remove a Chairperson at any time with the exception of the Advisory Council (Article IX).
  8. Section 2. Officers
  1. 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.
  2. An Executive Vice President who shall assist the President and act on the Presidents behalf in the absence of and with the approval of the President.
  3. 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.
  4. Any Officer member may be removed from Office by a two-thirds vote of the members responding to a ballot to be conducted by mail. This ballot is to take place upon written complaint to any Board of Directors member of ten (10) or more regular members expressing misfeasance, malfeasance, or nonfeasance of the office.

 

 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 Executive Vice President shall select a Nominating Committee of three active Chapter members. The Nominating Committee will select nominees and present to the board for approval. Once approved, the slate of nominated officers will be submitted 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 Executive Vice President will become the President.

If an 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 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 District

Section 1.

The Chapter will utilize the expertise of APICS and District.

Section 2.

The Chapter should be represented by the President and Executive Vice President at all District meetings and at least by the President or his appointed representative at the APICS Conference, if sufficient funds are available.

 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

DIRECTORS LIABILITY

  1. 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.
  2. 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.
    1. Matters of reimbursement must be brought to the attention of the Board or membership, when the Board disapproves, by the President.
    2. 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.Section 1.Section 2. Procedure
    3. 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 60 days prior to the meeting.
    4. Article XIII AMENDMENTS
  1. Any member may propose changes.
  2. Proposed changes shall be referred to the Board, which shall recommend adoption or rejection.
  3. 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.
  4. 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 Executive Vice President from 25% of the members within thirty days from date of mailing.Whenever applicable, Robert’s Rules of Order, Revised, shall determine the conduct of business in all meetings of the Chapter as interpreted by the Parliamentarian (appointed by the President) except where those rules would be inconsistent with the Articles of Incorporation or these By-Laws.The Chapter fiscal year shall begin on July first of the current year and end on June 30th of the following year. Chapter membership meetings shall start in September of the current year and end no later than June 30 of the following year.
  5.  
  6. Article XVI FISCAL YEAR
  7. Article XIV PROCEDURE

BYLAWS

Pittsburgh Chapter 31

Article I IDENTIFICATION

The name of this corporation shall be the Pittsburgh Chapter, Inc., herein referred to as Chapter. It is

organized under the “NonProfit

Corporation Laws’ approved on May 5, 1933, as amended, of the

Commonwealth of Pennsylvania. The Chapter has been APICS Pittsburgh Chapter #31

http://apicspgh.

org/ .

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 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 nonmember’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 be distributed by

and in the manor determined by the board.

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 comprised of members of APICS that select affiliation with the Pittsburgh

Chapter or those persons deemed suitable by the board of directors.

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, District, 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 breakeven

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 Executive Vice President 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, 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.

Article VI MEETINGS

A. Regular membership 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 membership 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 Executive Vice President 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. A simple majority will rule Chapter business requiring Committee, Board, or membership

approval.

E. 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. When decisions must be made between regular scheduled

board meetings Email voting is permitted where approval consists of the majority of the total

board members.

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 of Directors shall consist of at least three elected officers including a President, Executive

Vice President, 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 Board approves Presidential position changes and the initial nominations.

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

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

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

presiding Board.

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

G. The President may dissolve a committee or remove a Chairperson at any time with the

exception of the Advisory Council (Article IX).

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 exofficio

member of all committees.

B. An Executive Vice President 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 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.

D. Any Officer member may be removed from Office by a twothirds

vote of the members

responding to a ballot to be conducted by mail. This ballot is to take place upon written

complaint to any Board of Directors member of ten (10) or more regular members expressing

misfeasance, malfeasance, or nonfeasance of the office.

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 Executive Vice President shall select a Nominating Committee of three active

Chapter members. The Nominating Committee will select nominees and present to the board for

approval. Once approved, the slate of nominated officers will be submitted 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 electionmeeting

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 Executive Vice

President will become the President.

If an 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 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 District

Section 1.

The Chapter will utilize the expertise of APICS and District.

Section 2.

The Chapter should be represented by the President and Executive Vice President at all District

meetings and at least by the President or his appointed representative at the APICS Conference, if

sufficient funds are available.

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 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, suit, 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 XIII AMENDMENTS

Section 1.

The ByLaws

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 60 days prior to the meeting.

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 Executive Vice President from 25% of the members within thirty days from

date of mailing.

Article XIV PROCEDURE

Whenever applicable, Robert’s Rules of Order, Revised, shall determine the conduct of business in all

meetings of the Chapter as interpreted by the Parliamentarian (appointed by the President) except

where those rules would be inconsistent with the Articles of Incorporation or these ByLaws.

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 membership meetings shall start in September of the current year and end no

later than June 30 of the following year.