Rev. May 2011
ARTICLE I — NAME AND OFFICE
Section 1. The name of this organization shall be the “Publicity Club of Chicago.”
Section 2. The Publicity Club of Chicago (referred to herein as “PCC” or the “Association”) is a 501© 6 Illinois not-for-profit Association whose principal office shall be in the Chicago, Illinois, area at a location designated by the Board of Directors. The Association shall also have and continuously maintain a registered office in the State of Illinois. The address of the registered office shall be identical with the office of the Registered Agent of the Association. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and submission of the appropriate statement to the office of the Illinois Secretary of State.
ARTICLE II — PURPOSE
Section 1. PCC is the practical resource for providing the tools, technology and tactics Chicago-area professional communicators need to implement high-quality communications programs and to excel in public relations.
ARTICLE III — MEMBERSHIP
Section 1. — Eligibility.
a. Any person shall be eligible for Membership in PCC if the person meets the membership requirements specified in Article III, Section 2.
b. Except as expressly provided in Article III, Section 2 below, Members shall be elected by a majority vote of the Board of Directors.
c. For the purposes of these Bylaws, “public relations” includes determining public opinion, counseling management on communications activities, conducting programs to affect public opinion and/or policy, and managing the related personnel and resources.
Section 2. — Membership Categories.
a. Membership shall be for persons who, regardless of organizational title, are working at a paid, professional level (including internships) in public relations, marketing and/or integrated communications services and who (i) devotes either a minimum of fifty percent (50%) of current working time to the public relations, marketing and/or integrated communications services profession; or, (ii) is an integrated marketing professional whose public relations activities represent a majority of their responsibilities. Members shall be eligible to vote and hold office.
c. Corporate Membership shall be open to any organization that provides public relations, marketing and/or integrated communications services. This category is also open to individuals whose companies have a twenty-five (25) percent or more client representation in the aforementioned categories. Corporate Members shall be eligible to vote, provided that the Corporate Member can cast only one vote. This shall not prevent an employee of a Corporate Member who is also individual Member from voting. An employee of a Corporate Member may serve on the Board of Directors and hold office, if nominated and elected as provided by these Bylaws, provided that only one employee of a Corporate Member may serve on the Board of Directors or hold an office during any term.
d. Student Membership shall be open to any person who is a full-time graduate or undergraduate student majoring in communications, English, journalism or public relations, and who has completed two (2) full years of college education. Student Members may not vote or hold office.
e. Life Membership shall be requested in writing from the potential Life Member to the Board of Directors and granted by vote of the Board of Directors. A Member is eligible to be a Life Member if the Member has been in good standing for at least twenty-five (25) years, whether consecutive or not. Membership dues for Life Members will be subject to a discount as compared to dues for Members in an amount to be determined by the Board. Life Members shall enjoy all the rights and privileges of Members and, upon attaining the age of sixty (60) years, Life Members may become Retired Members upon written request from the potential Life Member to the Board of Directors.
f. Retired Membership shall be open to any Member in good standing who shall reach the age of sixty (60) years and has retired professionally from full-time public relations, marketing and/or integrated communications services. Retired Members may not vote or hold office. Membership dues may be waived at the discretion of the Board.
g. Honorary Membership shall be open to any person who promotes the profession of public relations, marketing and/or integrated communications services and who is not eligible for Membership. The Board shall select and approve such Members by a two-thirds vote. Honorary Members may not vote or hold office.
h. Professional Supplier Membership shall be open to any person employed by a vendor of goods or services to members of the public relations, marketing and/or integrated communications services professions. Professional Supplier Members may not vote. Professional Supplier Members may serve on the Board of Directors and hold office, with the exception of President. No more than two (2) Professional Supplier Members may serve on the Board of Directors during any term, and only one Professional Supplier Member from the same organization may serve on the Board of Directors and hold office during any term.
Section 3. — Code of Ethics. PCC Members shall abide by a Code of Ethics as established by a committee of past Presidents and the Board of Directors.
Section 4. — Dues.
a. The annual dues for each Member of PCC shall be determined from time to time by the Board of Directors. Any changes to dues shall become effective at the beginning of the calendar year following their adoption, unless otherwise specified by the Board of Directors.
b. Members who fail to pay their dues within thirty (30) days from the time in which they become due shall be so notified that Membership will lapse for non-payment of dues, and if payment is not made within the succeeding thirty (30) days, without further notice and without hearing, the Membership of the Member will be terminated and thereupon the Member will forfeit all rights and privileges of Membership. PCC is not responsible should delinquent payment(s) result in omission of a listing in the Membership Directory.
Section 5. — Termination and Resignation of Membership.
a. A Member who fails to comply with the Bylaws of the Association shall be subject to expulsion or suspension by a two-thirds majority of the Board of Directors, provided that such Member is given notice of the meeting at which the question of suspension or expulsion will be discussed. The Member shall have the right to appear, in person and/or through a representative, and be heard at such meeting by the Board of Directors before a final vote on the question of such suspension or expulsion shall be taken.
b. A Member who wishes to resign from PCC shall give notice of intention to resign in writing to the Secretary. No Member shall be permitted to resign in good standing whose dues are in arrears for more than sixty (60) days unless and until such arrears have been paid.
c. Upon written request to the Board of Directors signed by a former Member and filed with the President or the Secretary, the Board of Directors may, by the affirmative vote of two-thirds majority of the Board of Directors, reinstate such former Member to Membership upon such terms as the Board of Directors may deem appropriate, including, without limitation, the payment of any past amounts owed to the Association by the Member.
Section 6. — Transfer of Membership. Paid Membership in good standing in this Association is transferable or assignable to a Member from the same organization and in the same membership category as specified in Article III, Section 2 above.
ARTICLE IV — OFFICERS
Section 1. — Composition. The Officers of PCC shall be a President, a Vice President, , a Secretary and a Treasurer, all of whom shall be Members of the Association. The Board of Directors may elect or appoint such other Officers, including, without limitation, one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable. Such Officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors.
Section 2. — Nomination and Election.
a. The outgoing President shall call a Board meeting in June, or as may be prescribed by the Board of Directors, for the purpose of nominating and electing Officers of the Association.
b. In the event of failure of the outgoing President to call such a meeting, then any three (3) Directors on the Board shall issue the call, giving all Directors at least seven (7) days notice, stating time and place of said Board meeting.
c. At said Board meeting, there shall be nominated and elected in sequence the , Vice President, the Secretary and the Treasurer. All nominations shall be made and seconded from the floor for each office. No Member may be elected an Officer unless he/she has served a minimum of one (1) year on, and after December 31 will be serving on, the Board of Directors.
d. The office of President shall not be filled by election at the annual Board meeting, but rather shall occur through automatic succession from the office of Vice President, unless the Vice President chooses not to serve or is otherwise ineligible to serve, in which event, the office of Vice President will be nominated and elected in the same manner as the other officers. The office of President may only be filled by a Member who is serving on the Board of Directors at the time of election and who must, by the end of the current PCC year, have served on the Board of Directors a minimum of two (2) years and one (1) year as an Officer (other than the President). Professional Supplier Members representing are ineligible to serve as President.
e. No Member may hold more than one (1) office at any given time.
Section 3. — Term of Office.
a. All Officers shall be elected for a term of one (1) year. Each Officer shall hold office until his or her successor shall have been duly elected and shall have qualified.
b. The term of office for all Officers shall be from the date of January 1 until December 31.
c. No Member may be elected or appointed to serve more than two (2) consecutive terms in the same office.
Section 4. — Officer Vacancies.
a. In the event the office of President becomes vacant, the Vice President shall become President for the remainder of the term of office. The office of Vice President shall be filled by majority vote of the Board of Directors. This does not count against the two-term limit in Article IV(3)c herein.
b. In the event any office other than the Presidency becomes vacant, such vacancy shall be filled for the unexpired portion of the term by a two-thirds majority vote of the Board of Directors at the earliest Board meeting following notice of vacancy.
Section 5. — Duties of Officers.
a. President: The President shall be the executive Officer of PCC, ex-officio Member of all committees except the Nominating Committee, and shall preside at all meetings of the Board, Executive Committee and Membership. The President shall appoint the chairs of committees. The President is responsible for approval of monthly accounting reports from the Treasurer to the Executive Committee. The President may sign, with the Secretary or any other proper Officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other Officer or agent of the Association; and in general he/she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
b. Vice President: The Vice President shall, in the event of the absence or inability of the President to exercise his/her office, serve as acting President of the organization with all the rights, privileges and powers as if the Vice President had been the duly elected President, including, without limitation, presiding at Board meetings in the absence of the President. The Vice President shall be a Member of the Executive Committee.
c. Secretary: The Secretary shall keep records of all proceedings of the Board, Executive Committee, and the Membership. The Secretary or his/her designee shall be responsible for the official PCC correspondence, the recording of the names and addresses of PCC Members in good standing, and the mailing of all notices of meetings (with the exception of Membership meetings) and other matters of official character pertaining to PCC. The Secretary shall be a Member of the Executive Committee.
d. Treasurer: The Treasurer shall be responsible for recording the revenue produced by dues, fees and other monies due PCC and the payment of all debts owed by PCC, including satisfying any PCC tax obligations in accordance with their filing date. The Treasurer shall be a Member of the Executive Committee, reporting to the Board at each Board meeting. The Treasurer shall work with accountants and/or bookkeepers hired by the Board and provide accounting details to the President and the Executive Committee. The Treasurer also is responsible for working with the Executive Committee to set an annual budget for Board approval as well as producing an annual written financial report to the Board. The Treasurer may sign checks as an Officer authorized to do so by the Board of Directors.
e. All Officers: All Officers shall serve without pay and shall neither be eligible for nor receive any compensation from the Association for duties other than as a Director or Officer. Officers will perform all other duties incident to their offices or as may be prescribed by the Board of Directors or these Bylaws.
ARTICLE V – BOARD OF DIRECTORS
Section 1. — Composition. The Board of Directors shall consist of a minimum of 10 (ten) and a maximum of fifteen (15) elected Members and the Immediate Past President, who shall serve as a voting Member. Only one Member from the same organization may serve on the Board of Directors and hold office during any term.
Section 2. — Nomination and Election.
a. A Nominating Committee shall select nominees for the Board of Directors from Members. A nominee must have served or be serving on at least one (1) PCC committee.
b. The Nominating Committee shall announce the names of candidates to the Board of Directors and shall direct the Secretary to announce the slate to the general Membership with information on the procedures for nominating those who fulfill Board Membership requirements throughout the Membership year.
c. Any Member may become a candidate for the Board of Directors by filing a petition signed by ten (10) Members with the Nominating Committee Chair. At least 30 days shall be allowed for nomination by petition from the Membership.
d. The Committee shall conduct a mail, facsimile and/or electronic mail ballot in which each Member shall have one vote to cast for each Director position available. The ballot shall state those recommended by the Committee and those recommended by petition. Candidates receiving the highest number of votes for each open position shall be declared elected.
e. If no nominations are made by petition, the Secretary shall cast a unanimous ballot upon majority vote by the Board of Directors for the candidates of the Committee.
f. The results of the election shall be announced no later than the next meeting of the Board following the election.
Section 3. — Term of Office.
a. A full term of office for all Board Members shall be two (2) years beginning January 1. An exception may occur when a former or outgoing Board Member is elected to complete the term of an outgoing Board Member.
b. A Director may not be elected for more than three (3) consecutive full terms. Former Board Members who have served three (3) consecutive full terms may be re-elected after an interim of at least one (1) year. An exception may occur when a former or outgoing Board Member is elected to complete the term of an outgoing Board Member.
Section 4. — Vacancies.
In the event of a vacancy on the Board, the Board shall at its next regularly scheduled meeting, nominate and elect a successor to fill the unexpired term.
Section 5. — Duties of the Board of Directors.
a. The affairs of PCC shall be managed by its Board of Directors.
b. All Directors shall serve without pay and shall neither be eligible for nor receive any compensation from the Association for duties other than as a Director or Officer. Board Members who are absent for three (3) meetings in any Club year may forfeit Board Membership by a vote of a two-thirds majority of the Board of Directors.
c. The Board is authorized to hire an Executive Director or an Administrator and such other independent contractors as are deemed necessary by the Board. Duties and responsibilities of all independent contractors shall be fixed by the President with the advice and consent of the Board.
d. Directors who do not attend three (3) regular Board meetings in a twelve (12) month period may be deemed ineligible to serve on the Board, unless any excess absences are excused by the President.
Section 6. — Mail, Phone, Facsimile or Other Electronic Communications Ballots. Any action which may be taken at a meeting of the Board of Directors may be taken by mail, phone, fax or other electronic communications ballot.
Section 7. — Telephonic Meetings. Directors may participate in and act at any meeting of the Board of Directors through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Participation in regular Board meetings by telephone shall be limited to two (2) meetings per Association year.
Section 8. — Notice and Purpose of Meetings: Notice of the time, place and purpose of any meeting of the Board of Directors shall be given at least three days in advance thereof by a method of communication approved by these Bylaws. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice thereof, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, except that the purpose of a special meeting to consider removal of a Director must be stated in the notice of meeting.
Section 9. — Manner of Acting. Except as may be provided otherwise in these Bylaws, the act of the majority of the Directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors. Directors may meet without a quorum, but may not vote on Association matters until a quorum is present, including Directors participating by telephone or any other communications equipment approved by these Bylaws.
ARTICLE VI — COMMITTEES
Section 1. — Authority. All committees of PCC derive their authority from and are responsible to the Board of Directors with the exception of the Nominating Committee. Each committee is expected to conduct its business and carry out its function in keeping with the provisions of these Bylaws. The designation and appointment of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed upon it or him/her by law.
Section 2. — Standing Committees. The following standing committees, to consist of a minimum of two (2) or more Directors and as many Members as determined by Board, or if not determined by the Board, then by the chair of the committee, are hereby established. The chair of each committee (with the exception of the Executive Committee) shall be appointed by the President with advice of the Executive Committee.
- a. Executive Committee. The Executive Committee shall consist of the President, the Vice President, the Secretary, the Treasurer and such other Board members as the President may appoint in his/her discretion. At the call of the President, or any three (3) Officers, this Committee shall meet to consider ways and means to better implement such PCC matters as require study and deliberation or immediate action. The Executive Committee shall have and may exercise, when the Board of Directors is not in session, all the powers of the Board in the management and business affairs of the Association, except that the Executive Committee shall not have power to fill vacancies on the Board of Directors or to amend the Bylaws of the Association. Any such action by this Committee shall be fully reported to the Board for approval at its next meeting, and no action by this Committee may be contrary to these Bylaws or the current policies and procedures of the Association.
- b. Membership Committee. The Membership Committee shall study ways to increase qualified Membership and shall review applications for Membership, determine eligibility for presentation with recommendations to the Board, and present candidates for Membership to the Board.
- c. Education Committee. The Education Committee shall determine PCC educational events including content, speakers, location, promotion and budget.
- d. Golden Trumpet Awards Committee. The Golden Trumpet Awards Committee shall be responsible for judging and conducting the annual PCC awards program, determining the number of awards and the categories in which they will be offered.
- e. Program Committee: The Program Committee shall be responsible for hosting the Club’s monthly luncheons and inviting speakers for the luncheons.
- f. Communications: The Communications Committee shall be responsible for all communications regarding the Association, including, without limitation, publicizing and writing promotional copy for the Club’s monthly luncheons.
- g. Nominating Committee: The chair of the Nominating Committee shall be the Immediate Past President or, if unable to serve, a Past President. The Nominating Committee shall be appointed by the President with the approval of the Board of Directors and shall consist of at least five (5) members: one (1) past President, two (2) Directors not standing for re-election and two (2) Members and/or Life Members in good standing not currently on the Board. No member may serve on this Committee for two (2) consecutive years. No member of the Nominating Committee may be elected or appointed to the Board.
Section 3. — Special Committees. The President, with the approval of the Board of Directors, shall appoint such special committees or task forces as are necessary and which are not in conflict with other provisions of these Bylaws, and the duties of any such special committees or task forces shall be prescribed by the Board of Directors upon their appointment. Special committees or task forces may cover topics including, but not limited to, PCC Bylaws, long-range planning, publications and nominating.
Section 4. — Chair Vacancies. In the event of the resignation, death, removal or disqualification of a committee chair appointed by the President, the latter shall appoint a successor. If there is a clear, just and sufficient cause, the President may remove a committee chair and name a successor, or the Board of Directors may, by a vote of two-thirds majority of the Directors present and voting, remove a committee chair.
ARTICLE VII – BOARD MEETINGS
Section 1. — Monthly. The Monthly Meetings of the PCC Board of Directors shall be held each month at such time and place as shall be designated by the Board.
Section 2. — Annual. The Annual Meeting of the Board of Directors shall be held each year at such time and place as shall be designated by the Board of Directors. Failure to hold the Annual Meeting at the designated time shall not work a forfeiture or dissolution of the Association nor affect the validity of corporate action.
Section 3. — Special Meetings. Special meetings of Board of Directors may be called at any time by the President with the consent of two (2) Officers, or by any four (4) Directors, or by five percent (5%) of the voting Members. No business other than that specified for the special meeting shall be transacted.
Section 4. — Quorum. At an annual or special meeting of the Board of Directors, a quorum shall consist of one third of directors.
ARTICLE VIII — CONTRACTS, LOANS, CHECKS, DEPOSITS, SALARIES AND GIFTS
Section 1. – Contracts. The Board of Directors may authorize any Officer or agent of the Association, in addition to the Officers so authorized by these Bylaws, to enter into any contract or sign any instrument in the name of the Association, and such authority may be general or confined to specific instances.
Section 2. – Borrowing. No loan shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. – Checks and Drafts. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness (issued in the name of the Association) shall be signed by such Officers or agents of the Association as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President or an Executive Committee Member.
Section 4. – Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
Section 5. – Compensation. The Executive Committee shall hire and fix the compensation of any and all employees and/or independent contractors which they in their discretion may determine to be necessary for the conduct of the business of the organization.
Section 6. – Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
ARTICLE IX — AMENDMENTS
The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors. Such action may be taken at a regular or special Board meeting for which written notice of the purpose shall be given. The Bylaws may contain any provisions for the regulation and management of the affairs of the Association not inconsistent with law or the articles of incorporation.
ARTICLE X — MISCELLANEOUS
Section 1. — Dissolution. PCC shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure, or be distributed to the Members of PCC. On dissolution of PCC, 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 Board of Directors.
Section 2. — Indemnification. PCC shall have the power and authority to indemnify, defend and hold harmless to the full extent permitted by law any person who is or was a Director, Officer, employee or agent of the Association or who is or was serving at the request of the Association as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the extent that such person is acting on behalf of or at the direction of PCC. In addition, the Association may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, employee or agent of PCC or who is or was serving at the request of PCC as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, regardless of whether the Association would have the power to indemnify him or her against such liability.
Section 3. — Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the Members entitled to vote.
Section 4. — Fiscal Year. The fiscal year of the Association and the term of the official Association year shall begin on January 1 and end on December 31 in each year.