Chapter By-Laws

 

 

BY-LAWS OF APICS SCHUYLKILL VALLEY CHAPTER #40

 Revised As of 6/19/2019 (Previous Version Shown Below The Current Version)

ARTICLE I - DEFINITION

  1.           This organization shall be known as the APICS Schuylkill Valley Chapter #40, Inc., hereafter referred to as the Chapter.
  2.           The Chapter, chartered in October 1960 as Chapter#40 by the American Production and Inventory Control Society, Inc., shall hereafter be referred to as ASCM (Association for Supply Chain Management), or, simply Corporate,
  3.           The Chapter shall be a not-for-profit organization and no part of any net earnings shall inure to the benefit of any individual member.

ARTICLE II - PURPOSE

The purpose of the Chapter shall be to:

  1.            Assist members and interested non-members to develop professionalism in Supply Chain Management through education, study, research, and application of the latest techniques and systems.
  2.            Disseminate general and technical information through monthly Chapter meetings, seminars, workshops, field trips, plant tours, and similar educational activities.
  3.            Promote a professional attitude among its members toward an understanding and acceptance of the principles and concepts of Supply Chain Management thereby advancing the general welfare of the local business community.
  4.            Provide a means of mutual exchange of issues and ideas in the profession of Supply Chain Management.
  5.            Foster and maintain high standards in the profession of Supply Chain Management.

ARTICLE III - MEMBERSHIP

Section 1.  Categories of Membership

  1. Corporate Membership

1)  As defined by ASCM Corporate, group or corporate memberships are customized to meet specific organization needs. Individuals represented under a group or enterprise membership shall enjoy full membership privileges within the bounds of the enterprise agreement.

2)  Each organization may change its corporate representatives at any time upon written notice to the executive director of ASCM.  Such changes shall be effective upon completion of processing.

  1.       Professional Membership

1)  North American Professional – Individuals whose primary residence is Canada or the United States of America. Choice of ASCM CORE (does not include APICS certification discounts), or ASCM PLUS (includes APICS certification discounts).

3)  International Member – Individuals whose primary residence is outside North America.

  1. Student Associate.  A member attending formal classes full time at an accredited college or university and engaged in the study of Supply Chain Management or related subjects.  However, such members may not vote or hold office.
  1. Academic Membership – ASCM PLUS academic professional membership is an individual membership available for education and research professionals working to advance the field and shape the future of operations management that reside within the United States, Canada, and Mexico.  Such members may not vote or hold office.

Section 2.  Admission to Chapter Membership

  1. Application for Chapter membership shall be made by filling out the proper application form, online at www.ascm.org, paying one year's dues, and submitting to ASCM Corporate.
  2. Membership in ASCM Corporate is a pre-requisite to becoming a member of the APICS Schuylkill Valley Chapter.
  3.   The ASCM Corporate Membership Director shall issue all membership cards.

Section 3.  Termination of Chapter Membership

  1.   The Board of Directors, by a two-thirds vote, may suspend or expel any member for cause.

1)  This shall not be done until after the member has been given an opportunity to explain the offending action.

2)  A suspended member shall have inactive status until reinstated by the Board of Directors.

3)  The name of the expelled member shall be stricken from the membership roll, and that member shall not be considered eligible for reinstatement to membership for a period of twelve months.

ARTICLE IV - DUES AND FINANCE

Section 1.  Dues and Chapter Finance

  1.           Each member shall pay such ASCM Corporate dues as the Society Board of Directors may, from time to time, determine.

Section 2.  When Due

  1.           Dues shall be due and payable originally with the application for membership, and thereafter on each anniversary of the member.
  2.           Each member shall be billed directly by ASCM Corporate, including both Corporate dues and Chapter fees, in accordance with national policies and procedures.

Section 3.  Contracts, Letter of Intent

  1.           All contracts, releases, agreements, letters of intent of commitments to be made in the name of or on the behalf of, the Chapter shall be submitted to the Chapter Board of Directors for appropriate review and signature by duly authorized persons or person.

Section 4.  Non-Compensation

  1.         No voting member of the Chapter Board shall receive compensation for services rendered as a Board member.  However, this does not prevent the reimbursement of authorized costs incurred on behalf of the Chapter.

Section 5.  Fiscal Year

  1.    The fiscal year of the APICS Schuylkill Valley Chapter #40 shall be July 1st through June 30th.

ARTICLE V - BOARD OF DIRECTORS

Section 1.  Definition

  1.         The Board of Directors shall consist of the elected officers of the Chapter, the most recent Past President, and Directors as appointed by the President, subject to approval of the Board. Elected officer positions are as follows:

1)  President

2)  Executive Vice President

3)  Vice President of Programs

4)  Vice President of Education

5)  Vice President of Membership

6)  Vice President of Public Relations

7)  Vice President of Finance

8)  Secretary

9) Webmaster

10) Director (s)

Section 2.  Functions and Duties

  1.         The Board of Directors shall be responsible for the establishment of the policy for the Chapter.  It shall be responsible for the management of affairs, property, funds, and activities of the Chapter.
  2.         All members of the Board of Directors shall be entitled to vote on all matters before the Board subject to the condition of Article IX.
  3.         In case of vacancy in the office of the President between normal elections, the Executive Vice President will assume the office and the Board of Directors shall meet and elect a new Executive Vice President from the Board Members to serve the unexpired term.
  4.         If a vacancy occurs in any Board of Directors' position other than the President, immediate Past President, or the Executive Vice President, that vacancy can be filled by a member designated by the President and approved by the Board of Directors. 
  5.         Any Director appointed to fill a vacancy shall be appointed for the unexpired term of their predecessor.
  6.         If the immediate Past President's position is vacated, it will not be filled. 

Section 3.  Board Meetings

  1.         The Board of Directors shall meet monthly, at least eight times per year, to conduct the regular business of the Chapter.

Section 4.  Special Meetings

  1.         The President shall have the authority to call special meetings upon reasonable notice to the Board members.

ARTICLE VI - ELECTION OF OFFICERS

Section 1.  Election and Term

  1.         Elections shall be made at the chapter’s last professional development meeting of the Chapter year.  Nominations from the floor will be recognized.  Refer to Article VII. Section 1, Nominating Committee.

1)  Ballots shall be made available to all members in good standing for each contested office at least three weeks prior to the election.  They shall be returned to the Nominating Committee no later than the meeting of the election.

  1.         In the event that only one slate of candidates has been submitted, the election may be moved for acceptance by acclamation of the membership.
  2.         Officers shall be elected for a term of one year at a time. The Past President, as such, is a non-elected member of the Board.  
  3.         Newly elected and appointed officers and outgoing officers shall attend the Board of Directors' transitional meetings to provide continuity of Chapter management.
  4.         The elected officers and Board members receiving a majority of the votes from the election shall take office on July 1st.  Their term of office shall cease one year later on June 30th.

1)  In the event an incumbent officer asks to vacate their position of the office prior to the normal expiration of their term, their term of office shall cease on the day their appointed successor takes the office.  In the event the office of President is being vacated, the Executive Vice President will assume all presidential responsibilities in accordance to the order of succession as described in Article IV Section 2.

2)  In the event an incumbent officer is removed by the Board of Directors, their term of office shall cease immediately.

  1.         An officer may be removed or suspended for cause by a two-thirds vote of the Board of Directors.

1)  Removal for cause shall not be done until the officer has been given opportunity to explain the offending action.

2)  A suspended officer shall have inactive status on the Board until reinstated by the Board of Directors.

3)  Any further action shall be governed by Article VIII, Section 2.

Section 2.  Duties of Elected Officers

  1.         President

1)  Shall determine and communicate the scheduling of Board of Directors meetings on a planned basis, and, shall preside at all meetings of the Chapter and the Board of Directors.

2)  Shall be responsible for the on-going fiscal health and longevity of the Chapter through short and long range planning.

3)  Shall be responsible for communicating to the Board all pertinent information relevant to Corporate, District and the Chapter.

4)  Shall serve as Corporate representative. The Executive Vice President, or whoever is appointed, will serve as the alternate representative in the absence of the President.

5)  Shall appoint, with the Board of Directors' approval, a replacement to fill any vacant elected position, except the offices of President and Executive Vice President for the expired term.

6)  Shall appoint appropriate members-at-large, as Directors, to the Board of Directors from the membership, subject to approval by not less a majority of elected officers.

7)  Shall be an ex-officio member of all committees, except the Nominating Committee.

8) Shall be responsible for the Chapter Credit Card along with the Vice President of Finance.

  1. Executive Vice President

1)  In the absence of the President assumes all responsibilities and duties of the President.

2)  Shall appoint chairpersons of the Nominating, By-Laws, and Auditing Committees, subject to approval by not less than a majority of elected officers.

3)  Shall track and provide regular updates to the Board of Directors of progress toward CBAR awards goals, including areas of concern or problems.

4)  Shall maintain the CPA/CBAR Awards worksheet and submit it to the District Awards Committee by the proper time.

5)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

  1. Vice President of Programs

1)  Shall be the Chairperson of the Programs Committee.

2)  Shall appoint, with the Board of Directors' approval, a Chairperson of Arrangements.

3)  Shall assist the President in the execution of duties and assume the duties and authority of the President in the absence of the President and Executive Vice President.

4)  Shall develop programs for all Chapter meetings in a timely manner, including back-up programs for emergency situations.

5)  Shall work within the Chairperson of Arrangements for all speaker arrangements as defined in the APICS Chapter Program Manual.

6)  Shall prepare an operating budget for all Programs functions.

7)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

  1. Vice President of Membership

1)  Shall appoint a chairperson for the Membership Retention Committee, and a chairperson for the Membership Recruitment Committee, subject to approval by not less a majority of elected officers.

2)  Shall be an ex-officio member of both standing sub-committees of membership.

3)  In the event of the absence of the President, Executive Vice President, and the Vice President of Programs, the succession shall fall to the Vice President of Membership.

4)  Shall encourage growth in the Chapter membership and participation in Chapter activities.

5)  Shall promptly acknowledge and administer inquires and applications for membership.

6)  Shall prepare an operating budget for all Membership functions.

7)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

  1. Vice President of Education

1)  Shall be the Chairperson of the Education Committee.

2)  In the event of the absence of the President, Executive Vice President, Vice President of Programs, and the Vice President of Membership, the succession shall fall to the Vice President of Education.

3)  Shall be responsible for all Chapter seminars, education programs, and workshops.

4)  Shall be responsible for stimulation of student interest and membership.

5)  Shall assemble and make available to Chapter members, information concerning the APICS Certification Programs.

6)  Shall serve as liaison to community educational institutions to foster co-operative efforts to promote APICS' educational mission.

7)  Shall determine and recommend appropriate donations to institutions to promote education, (i.e. - APICS Supply Chain Channel, local education institutions, etc.)

8)  Shall prepare an operating budget for all Education functions.

9)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

  1. Vice President of Public Relations

1)  Shall be the Chairperson of the Public Relations Committee.

2)  Shall prepare an operating budget for all Public Relations functions.

3)  Shall keep the community aware of Chapter meetings, workshops, seminars, elections, etc., through the use of the community news media.

4)  Promote the value of the Chapter and Society to identified target markets.  (i.e.:  Business Community, Educational Institutions, other professional societies, etc.)

5)  Shall appoint the positions of webmaster and newsletter editor, subject to approval by not less than a majority of elected officers.

6)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

  1. Secretary

1)  Shall keep an accurate record of the business proceedings of Chapter and Board of Directors' meeting and be responsible for the distribution of these minutes in a timely fashion.

2)  Shall be responsible for the preservation of the Chapter Records containing minutes of meetings, correspondence, and documents.

3)  Shall determine whether a Board quorum is present at any Board of Directors' meeting.

4)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

  1. Vice President of Finance

1)  Shall be responsible for all financial activities of the Chapter.

1a) Shall be responsible for the Chapter Credit Card along with the Chapter President.

2)  Shall prepare a budget with input and approval by the Board of Directors and monitor performance throughout the year.

3)  Shall provide monthly statements of the financial condition of the Chapter, and at such times as requested by the Board.

4)  Shall draw checks authorized by the Board of Directors on the general fund of the Chapter.

5)  Shall have accounting records available for the Auditing Committee on request throughout the year, and at least once a year, effective June 30th.

6)  Shall assure that the Chapter is operating in compliance with all legal requirements for not-for-profit organizations.

7)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

Section 3.  Bonding of Officers

  1.   The Chapter shall bond the President and Vice President of Finance for a suitable amount as determined by the Board of Directors unless such bonding is provided by Corporate.

ARTICLE VII - COMMITTEES

Section 1.  Nominating Committee

  1.   The Nominating Committee chairperson shall be appointed by the Executive Vice President no later than the March Board meeting.  The committee shall consist of three active members in good standing.
  2.   The Committee shall nominate one or more candidates for each elected office and non-elected Board of Director positions, obtain candidates' acceptance of such nomination, and present the slate of candidates to the Board of Directors no later than March Board meeting.

1)  The candidate(s) for President and Executive Vice President must have previously served on the Board of Directors in an elected capacity although they may not be currently serving. It should also be noted that the Presidential candidate be the current Executive Vice President, although not mandatory.

2)  The candidate(s) for standing committee chairpersons shall also be acknowledged at this time so that immediately following the installation of the Board of Directors the committees may be established in an expedited manner.

  1.   The Chairperson of the Nominating Committee shall submit the list of candidates to the Newsletter Editor.  The list shall be published in the April Newsletter.
  2.   Nominations shall be taken from the floor at an appropriate meeting as approved by the Board of Directors.
  3.   The Committee shall conduct the election and count the ballots as required at the May Chapter meeting.  A written secret ballot must be used whenever two or more candidates contest office.
  4.   In the event of a vacancy in any Board of Director position other than the President, the Chapter President will appoint a replacement to fill any vacant elected position per Article VI section 2.a.5.  In the event that the vacancy is that of Chapter President, the ASCM Corporate Representative will be notified in writing by the Nominating Committee chairperson, and an appointment will be by the District Manager.
  5.   The Committee will terminate following completion of the election.

Section 2. Standing Committees

  1. Auditing Committee

1)   The Chapter members appointed to the Auditing Committee by the Executive Vice President, or, in the absence of the Executive Vice President position, by the President, shall not be holding the position of Vice President of Finance or President, and can be members of the outside community qualified to perform the audit procedure.  The Auditing Committee will verify that the Chapter's financial records are in proper and legal order by performing an audit every twelve months, effective June 30th each year.  The Committee will submit a written report to the Board of Directors on the financial status, plus any recommendations to improve fiscal operations of the Chapter.  The audit and report for the previous fiscal year's records shall be completed no later than the end of the chapter fiscal year.

  1. By-Laws Committee

1)  The By-Laws Committee shall be responsible for maintaining updated Chapter By-Laws with assurance that they do not conflict with Corporate By-Laws.  At a minimum the Committee shall conduct a review of the Chapter By-Laws every three years and suggest amendments as necessary to keep them current for the best management of the Chapter.

  1. Membership Retention Committee

1)  The Membership Retention Committee shall be responsible for the development and implementation of activities to maintain existing Chapter membership by encouraging, but not limited to, the active participation of the existing Chapter membership.

  1. Membership Recruitment Committee

1)  The Membership Recruitment Committee shall be responsible for the recruitment of new members and/or new member companies to the chapter by developing leads and the active follow-up of new member inquiries.  This committee will be responsible the development and upkeep of the New Member Packet.

  1. Programs Committee

1) The Programs Committee shall be responsible for developing and implementing the programs for all Chapter Professional Development Meetings, including back-up programs.  This committee shall work in conjunction with the Chairperson of Arrangements and the Education Committee to assure the cohesive, high quality standards of the educational program.

  1. Education Committee

1)   The Educational Committee shall be responsible for developing and implementing seminars, workshops, and other educational activities for the Chapter.  This committee shall work in conjunction with the Chairperson of Arrangements and the Programs Committee to assure the cohesive, high quality standards of the educational program.

  1. Newsletter Editor

1)  The Newsletter Editor shall prepare monthly Chapter newsletter and any Chapter or APICS communications and distribute to all members.  This committee will prepare an operating budget for all Newsletter and Publications functions.

  1. Webmaster

1)  The Webmaster shall be responsible to design, modify, and maintain the chapter website. Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

Section 3.  Ad-hoc Committees

  1.      Ad-hoc committees may be appointed by the President or the Executive Vice President to accomplish the general purpose or special projects of the Chapter.

Section 4.  Committee Meetings

  1.      Committee meetings shall be held upon notification by the Chairperson of a Committee.  The chairperson shall designate the time and place of the meeting and shall communicate this information to all committee members.

Section 5.  Committee Duration

  1.      All committees shall serve until June 30th following the appointment of a new committee chairpersons and members, unless dissolved at an earlier date by the appointing authority.  An exception is the Nominating Committee, see Article VII, section 1.

Section 6.  Removal from Committee

  1.      The Chapter Board shall have the power and authority to remove any Committee Chairperson or committee member for reasonable cause.

ARTICLE VIII - MEETINGS

Section 1.  Monthly Chapter Meetings

  1.      Regular meetings of the Chapter shall be held monthly except during July and August, or as determined by the Board of Directors.
  2.      Normally, regular meetings shall be held at a time and place designated by the Chapter Board of Directors; except that the date of a meeting may be changed at the discretion of the Board.
  3.      Cancellation of a scheduled meeting or event due to adverse weather, program failure, or similar conditions may be done at the discretion of the President, with agreement of the Vice President of Programs or the Vice President of Education, whichever is appropriate.

Section 2.  Board Meetings

  1.   The Board of Directors shall meet monthly (at least 8 times per year) to conduct the regular business of the Chapter.  Any ASCM member will be admitted and chapter members are encouraged to attend.

Section 3.  Special Meetings

  1.   Special meetings of the Chapter shall be called by the President upon the written request of four members of the Board of Directors or by ten or more members of the Chapter in good standing.

Section 4.  Attendance at Meetings

  1.   Attendance at monthly Chapter meetings, seminars, workshops, field trips, plant tours, and other educational programs is not limited to Chapter members, and, is open to all interested persons.

ARTICLE IX - PARLIAMENTARY AUTHORITY AND SUSPENSION OF RULES

Section 1.  Parliamentary Authority

  1.   All meetings of the dully constituted bodies of the Chapter shall be governed by the rules of order as prescribed in "Robert's Rules of Order Revised", provided the same are not superseded by the Chapter By-Laws and are applicable.

Section 2.  Suspension of Rules of Order

  1.   The standing rules may be temporarily suspended by a two-thirds vote of those present at any meeting of the Board of Directors.

Section 3.  Voting Privilege

  1.   Only Chapter members in good standing may vote on matters concerning the Chapter.  All members in good standing are equal voting members, except as otherwise governed by these By-Laws.  No proxy votes are permitted.  All matters shall be determined by a simple majority of qualified votes cast, unless otherwise specified directed by these By-Laws.  In cases of a tie vote, the vote of the President shall be final.

Section 4.  Interpretation of By-Laws

  1.   The Chapter Board of Directors shall be the authority for the interpretation of these By-Laws.

Section 5.  Non-Conflict with Society By-Laws

  1.      The By-Laws of this Chapter shall not conflict in any manner with the ASCM Corporate By-Laws which govern and prevail in all matters.

ARTICLE X - DISSOLUTION

  1.   The chapter shall use its funds only to accomplish the objectives and purposes specified in these By-Laws, and in no part of said funds shall inure or be distributed to members of the Chapter.  On dissolution of the Chapter, after making arrangements for all proper liabilities, all remaining funds will be distributed to an organization qualified for tax exempt status under Section 501(c) of the Internal Revenue Code and having similar purposes to those described in Article II of the Chapter's By-Laws.  The Selection of each recipient and the distribution of the available funds shall be a responsibility of the Chapter Board of Directors prior to dissolution.

ARTICLE XI - AMENDMENTS

Section 1.  Proposals

  1.   Amendments to these By-Laws shall be proposed in writing to the Chapter Board of Directors by the By-Laws Committee or by a request signed by ten or more members in good standing.
  2.   The Chapter Board of Directors shall review the proposed amendments and, if not in conflict with the Corporate By-Laws, shall authorize the Secretary to submit the proposed amendments in writing to the entire membership.  This notice will be electronically communicated at least two weeks prior to a meeting at which the amendments are to be voted upon, or if a mail vote is to be solicited, at least 30 days prior to the date on which the votes are to be counted.

Section 2.  Voting

  1.      An affirmative response of two-thirds of the members voting shall be required for the adoption of amendments to these By-Laws.

ARTICLE XII - QUORUM

Section 1.  Membership Quorum

  1.   The members present at any regular meeting of the Chapter shall constitute a quorum of the Chapter.

Section 2.  Board Quorum

  1.   A majority of members of the Board of Directors shall constitute a quorum of the Board.  Actions taken at any regularly scheduled Board of Directors meeting for which adequate notice has been given and at which less than a majority of the members of the Board of Directors were present shall be binding until the next Board meeting.  In the case of a Board of Directors meeting at which less than a majority were present The President may at his discretion take a vote electronically.  The President will then notify the Secretary of the electronic (email) vote and the minutes on the meeting will reflect the results.

ARTICLE XIII - LIABILITY

Section 1.  Director Liability

  1.      A Director of this organization shall not be liable for monetary damages for any action taken, or any failure to take any action unless the Director has breached or failed to perform the duties of his or her offices as defined in Section 8363 of the Director's Liability Act (42 PA., C.S., 8363), and the breach of failure to perform constitutes self dealing, willful misconduct or recklessness.

Section 2.  Indemnification

  1.   The organization shall indemnify each person who is or was a director, officer, or employee of the organization against any and all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding, either civil or criminal, whether brought by or in the right of the organization or in connection with an appeal relating thereto in which the person may become involved as a party or otherwise, by reason of he or she being or having been a director, officer, or employee of the organization, or by reason of any past or future action taken or not taken in the capacity as such director, officer, or employee, whether or not the person continued to be such at the time such liability or expense is incurred, unless such person has breached or failed to perform the duties of his or her office which, for officers and directors, shall be defined in Section 8363 of the Directors' Liability Act and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. As used in this article, the terms "liability" and "expenses" shall include, but shall not be limited to reasonable counsel fees and disbursements and the amount of judgments, fines, or penalties.  The termination of any claim, action, suit, or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director, officer, or employee did not meet the standards of conduct set forth in the first sentence of this section except where there shall have been a judgment rendered by a court specifically finding that the action or conduct of such director, officer, or employee constituted recklessness or willful misconduct.  Any such director, officer, or employee referred to in this section who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit, or proceeding of the character described herein shall be entitled to indemnification as of right.  Expense incurred with respect to any civil or criminal actions, suit or proceeding may be advanced by the organization prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the  recipient to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification under this to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of their heirs, executors, and administrators of any person.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Previous Version for Archival Purposes only.

BY-LAWS OF APICS SCHUYLKILL VALLEY CHAPTER #40

 Revised As Of 11/10/14

ARTICLE I - DEFINITION

  1.           This organization shall be known as the APICS Schuylkill Valley Chapter #40, Inc., hereafter referred to as the Chapter.
  2.           The Chapter, chartered in October 1960 as Chapter#40 by the American Production and Inventory Control Society, Inc., shall hereafter be referred to as APICS, or, simply Corporate,
  3.           The Chapter shall be a not-for-profit organization and no part of any net earnings shall inure to the benefit of any individual member.

ARTICLE II - PURPOSE

The purpose of the Chapter shall be to:

  1.            Assist members and interested non-members to develop professionalism in Operations Management through education, study, research, and application of the latest techniques and systems.
  2.            Disseminate general and technical information through monthly Chapter meetings, seminars, workshops, field trips, plant tours, and similar educational activities.
  3.            Promote a professional attitude among its members toward an understanding and acceptance of the principles and concepts of Operations Management thereby advancing the general welfare of the local business community.
  4.            Provide a means of mutual exchange of issues and ideas in the profession of Operations Management.
  5.            Foster and maintain high standards in the profession of Operations Management.

ARTICLE III - MEMBERSHIP

Section 1.  Categories of Membership

     a. Corporate Membership

1)  As defined by APICS Corporate, group or corporate memberships are customized to meet specific organization needs. Individuals represented under a group or enterprise membership shall enjoy full membership privileges within the bounds of the enterprise agreement.

2)  Each organization may change its corporate representatives at any time upon written notice to the executive director of APICS.  Such changes shall be effective upon completion of processing.

  1.       Professional Membership

1)  North American Professional – Individuals whose primary residence is Canada or the United States of America.

3)  International Member – Individuals whose primary residence is outside North America.

  1.   Student Associate.  A member attending formal classes full time at an accredited college or university and engaged in the study of Supply Chain Management or related subjects.  However, such members may not vote or hold office.

d. Academic Membership – APICS academic professionals membership is an individual membership available for education and research professionals working to advance the field and shape the future of operations management that reside within the United States, Canada, and Mexico.  Such members may not vote or hold office.

Section 2.  Admission to Chapter Membership

  1.   Application for Chapter membership shall be made by filling out the proper application form, attaching minimally one year's dues, and submitting to either APICS Schuylkill Valley Chapter or APICS Corporate.
  2.   Membership in APICS Corporate is a pre-requisite to becoming a member of the APICS Schuylkill Valley Chapter.
  3.   The APICS Corporate Membership Director shall issue all membership cards.

Section 3.  Termination of Chapter Membership

  1.   The Board of Directors, by a two-thirds vote, may suspend or expel any member for cause.

1)  This shall not be done until after the member has been given an opportunity to explain the offending action.

2)  A suspended member shall have inactive status until reinstated by the Board of Directors.

3)  The name of the expelled member shall be stricken from the membership roll, and that member shall not be considered eligible for reinstatement to membership for a period of twelve months.

ARTICLE IV - DUES AND FINANCE

Section 1.  Dues and Chapter Finance

  1.           Each member shall pay such APICS Corporate dues as the Society Board of Directors may, from time to time, determine.

Section 2.  When Due

  1.           Dues shall be due and payable originally with the application for membership, and thereafter on each anniversary of the member.
  2.           Each member shall be billed directly by APICS Corporate, including both Corporate dues and Chapter fees, in accordance with national policies and procedures.

Section 3.  Contracts, Letter of Intent

  1.           All contracts, releases, agreements, letters of intent of commitments to be made in the name of or on the behalf of, the Chapter shall be submitted to the Chapter Board of Directors for appropriate review and signature by duly authorized persons or person.

Section 4.  Non-Compensation

  1.         No voting member of the Chapter Board shall receive compensation for services rendered as a Board member.  However, this does not prevent the reimbursement of authorized costs incurred on behalf of the Chapter.

Section 5.  Fiscal Year

  1.    The fiscal year of the APICS Schuylkill Valley Chapter #40 shall be July 1st through June 30th.

ARTICLE V - BOARD OF DIRECTORS

Section 1.  Definition

  1.         The Board of Directors shall consist of the elected officers of the Chapter, the most recent Past President, and Directors as appointed by the President, subject to approval of the Board. Elected officer positions are as follows:

1)  President

2)  Executive Vice President

3)  Vice President of Programs

4)  Vice President of Education

5)  Vice President of Membership

6)  Vice President of Public Relations

7)  Treasurer

8)  Secretary

9) Webmaster

10) Director (s)

Section 2.  Functions and Duties

  1.         The Board of Directors shall be responsible for the establishment of the policy for the Chapter.  It shall be responsible for the management of affairs, property, funds, and activities of the Chapter.
  2.         All members of the Board of Directors shall be entitled to vote on all matters before the Board subject to the condition of Article IX.
  3.         In case of vacancy in the office of the President between normal elections, the Executive Vice President will assume the office and the Board of Directors shall meet and elect a new Executive Vice President from the Board Members to serve the unexpired term.
  4.         If a vacancy occurs in any Board of Directors' position other than the President, immediate Past President, or the Executive Vice President, that vacancy can be filled by a member designated by the President and approved by the Board of Directors. 
  5.         Any Director appointed to fill a vacancy shall be appointed for the unexpired term of their predecessor.
  6.         If the immediate Past President's position is vacated, it will not be filled. 

Section 3.  Board Meetings

  1.         The Board of Directors shall meet monthly, at least eight times per year, to conduct the regular business of the Chapter.

Section 4.  Special Meetings

  1.         The President shall have the authority to call special meetings upon reasonable notice to the Board members.

ARTICLE VI - ELECTION OF OFFICERS

Section 1.  Election and Term

  1.         Elections shall be made at the chapter’s last professional development meeting of the Chapter year.  Nominations from the floor will be recognized.  Refer to Article VII. Section 1, Nominating Committee.

1)  Ballots shall be made available to all members in good standing for each contested office at least three weeks prior to the election.  They shall be returned to the Nominating Committee no later than the meeting of the election.

  1.         In the event that only one slate of candidates has been submitted, the election may be moved for acceptance by acclamation of the membership.
  2.         Officers shall be elected for a term of one year at a time. The Past President, as such, is a non-elected member of the Board.  
  3.         Newly elected and appointed officers and outgoing officers shall attend the Board of Directors' transitional meetings to provide continuity of Chapter management.
  4.         The elected officers and Board members receiving a majority of the votes from the election shall take office on July 1st.  Their term of office shall cease one year later on June 30th.

1)  In the event an incumbent officer asks to vacate their position of the office prior to the normal expiration of their term, their term of office shall cease on the day their appointed successor takes the office.  In the event the office of President is being vacated, the Executive Vice President will assume all presidential responsibilities in accordance to the order of succession as described in Article IV Section 2.

2)  In the event an incumbent officer is removed by the Board of Directors, their term of office shall cease immediately.

  1.         An officer may be removed or suspended for cause by a two-thirds vote of the Board of Directors.

1)  Removal for cause shall not be done until the officer has been given opportunity to explain the offending action.

2)  A suspended officer shall have inactive status on the Board until reinstated by the Board of Directors.

3)  Any further action shall be governed by Article VIII, Section 2.

Section 2.  Duties of Elected Officers

  1.         President

1)  Shall determine and communicate the scheduling of Board of Directors meetings on a planned basis, and shall preside at all meetings of the Chapter and the Board of Directors.

2)  Shall be responsible for the on-going fiscal health and longevity of the Chapter through short and long range planning.

3)  Shall be responsible for communicating to the Board all pertinent information relevant to Corporate, District and the Chapter.

4)  Shall serve as District and Corporate representative. The Executive Vice President will serve as the alternate representative in the absence of the President.

5)  Shall appoint, with the Board of Directors' approval, a replacement to fill any vacant elected position, except the offices of President and Executive Vice President for the expired term.

6)  Shall appoint appropriate members-at-large, as Directors, to the Board of Directors from the membership, subject to approval by not less a majority of elected officers.

7)  Shall be an ex-officio member of all committees, except the Nominating Committee.

b. Executive Vice President

1)  In the absence of the President assumes all responsibilities and duties of the President.

2)  Shall appoint chairpersons of the Nominating, By-Laws, and Auditing Committees, subject to approval by not less than a majority of elected officers.

3)  Shall track and provide regular updates to the Board of Directors of progress toward CPA/CBAR awards goals, including areas of concern or problems.

4)  Shall maintain the CPA/CBAR Awards worksheet and submit it to the District Awards Committee by the proper time.

5)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

  1.      Vice President of Programs

1)  Shall be the Chairperson of the Programs Committee.

2)  Shall appoint, with the Board of Directors' approval, a Chairperson of Arrangements.

3)  Shall assist the President in the execution of duties and assume the duties and authority of the President in the absence of the President and Executive Vice President.

4)  Shall develop programs for all Chapter meetings in a timely manner, including back-up programs for emergency situations.

5)  Shall work within the Chairperson of Arrangements for all speaker arrangements as defined in the APICS Chapter Program Manual.

6)  Shall prepare an operating budget for all Programs functions.

7)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

d. Vice President of Membership

1)  Shall appoint a chairperson for the Membership Retention Committee, and a chairperson for the Membership Recruitment Committee, subject to approval by not less a majority of elected officers.

2)  Shall be an ex-officio member of both standing sub-committees of membership.

3)  In the event of the absence of the President, Executive Vice President, and the Vice President of Programs, the succession shall fall to the Vice President of Membership.

4)  Shall encourage growth in the Chapter membership and participation in Chapter activities.

5)  Shall promptly acknowledge and administer inquires and applications for membership.

6)  Shall prepare an operating budget for all Membership functions.

7)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

e. Vice President of Education

1)  Shall be the Chairperson of the Education Committee.

2)  In the event of the absence of the President, Executive Vice President, Vice President of Programs, and the Vice President of Membership, the succession shall fall to the Vice President of Education.

3)  Shall be responsible for all Chapter seminars, education programs, and workshops.

4)  Shall be responsible for stimulation of student interest and membership.

5)  Shall assemble and make available to Chapter members, information concerning the APICS Certification Programs.

6)  Shall serve as liaison to community educational institutions to foster co-operative efforts to promote APICS' educational mission.

7)  Shall determine and recommend appropriate donations to institutions to promote education, (i.e. - APICS Supply Chain Channel, local education institutions, etc.)

8)  Shall prepare an operating budget for all Education functions.

9)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

f.  Vice President of Public Relations

1)  Shall be the Chairperson of the Public Relations Committee.

2)  Shall prepare an operating budget for all Public Relations functions.

3)  Shall keep the community aware of Chapter meetings, workshops, seminars, elections, etc. through the use of the community news media.

4)  Promote the value of the Chapter and Society to identified target markets.  (i.e.:  Business Community, Educational Institutions, other professional societies, etc.)

5)  Shall appoint the positions of webmaster and newsletter editor, subject to approval by not less than a majority of elected officers.

6)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

g.  Secretary

1)  Shall keep an accurate record of the business proceedings of Chapter and Board of Directors' meeting and be responsible for the distribution of these minutes in a timely fashion.

2)  Shall be responsible for the preservation of the Chapter Records containing minutes of meetings, correspondence, and documents.

3)  Shall determine whether a Board quorum is present at any Board of Directors' meeting.

4)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

h.  Treasurer

1)  Shall be responsible for all financial activities of the Chapter.

2)  Shall prepare a budget with input and approval by the Board of Directors and monitor performance throughout the year.

3)  Shall provide monthly statements of the financial condition of the Chapter, and at such times as requested by the Board.

4)  Shall draw checks authorized by the Board of Directors on the general fund of the Chapter.

5)  Shall have accounting records available for the Auditing Committee on request throughout the year, and at least once a year, effective June 30th.

6)  Shall assure that the Chapter is operating in compliance with all legal requirements for not-for-profit organizations.

7)  Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

Section 3.  Bonding of Officers

  1.   The Chapter shall bond the President and Treasurer for a suitable amount as determined by the Board of Directors unless such bonding is provided by Corporate.

ARTICLE VII - COMMITTEES

Section 1.  Nominating Committee

  1.   The Nominating Committee chairperson shall be appointed by the Executive Vice President no later than the March Board meeting.  The committee shall consist of three active members in good standing.
  2.   The Committee shall nominate one or more candidates for each elected office and non-elected Board of Director positions, obtain candidates' acceptance of such nomination, and present the slate of candidates to the Board of Directors no later than March Board meeting.

1)  The candidate(s) for President and Executive Vice President must have previously served on the Board of Directors in an elected capacity although they may not be currently serving. It should also be noted that the Presidential candidate be the current Executive Vice President, although not mandatory.

2)  The candidate(s) for standing committee chairpersons shall also be acknowledged at this time so that immediately following the installation of the Board of Directors the committees may be established in an expedited manner.

  1.   The Chairperson of the Nominating Committee shall submit the list of candidates to the Newsletter Editor.  The list shall be published in the April Newsletter.
  2.   Nominations shall be taken from the floor at an appropriate meeting as approved by the Board of Directors.
  3.   The Committee shall conduct the election and count the ballots as required at the May Chapter meeting.  A written secret ballot must be used whenever two or more candidates contest office.
  4.   In the event of a vacancy in any Board of Director position other than the President, the Chapter President will appoint a replacement to fill any vacant elected position per Article VI section 2.a.5.  In the event that the vacancy is that of Chapter President, the District Representative will be notified in writing by the Nominating Committee chairperson, and an appointment will be by the District Manager.
  5.   The Committee will terminate following completion of the election.

Section 2. Standing Committees

a.  Auditing Committee

1)   The Chapter members appointed to the Auditing Committee by the Executive Vice President, or, in the absence of the Executive Vice President position, by the President, shall not be holding the position of Treasurer or president, and can be members of the outside community qualified to perform the audit procedure.  The Auditing Committee will verify that the Chapter's financial records are in proper and legal order by performing an audit every twelve months, effective June 30th each year.  The Committee will submit a written report to the Board of Directors on the financial status, plus any recommendations to improve fiscal operations of the Chapter.  The audit and report for the previous fiscal year's records shall be completed no later than the end of the chapter fiscal year.

b.  By-Laws Committee

1)  The By-Laws Committee shall be responsible for maintaining updated Chapter By-Laws with assurance that they do not conflict with Corporate By-Laws.  At a minimum the Committee shall conduct a review of the Chapter By-Laws every three years and suggest amendments as necessary to keep them current for the best management of the Chapter.

c.  Membership Retention Committee

1)  The Membership Retention Committee shall be responsible for the development and implementation of activities to maintain existing Chapter membership by encouraging, but not limited to, the active participation of the existing Chapter membership.

d.  Membership Recruitment Committee

1)  The Membership Recruitment Committee shall be responsible for the recruitment of new members and/or new member companies to the chapter by developing leads and the active follow-up of new member inquiries.  This committee will be responsible the development and upkeep of the New Member Packet.

e.  Programs Committee

1) The Programs Committee shall be responsible for developing and implementing the programs for all Chapter Professional Development Meetings, including back-up programs.  This committee shall work in conjunction with the Chairperson of Arrangements and the Education Committee to assure  the cohesive, high quality standards of the educational program.

f.  Education Committee

1)   The Educational Committee shall be responsible for developing and implementing seminars, workshops, and other educational activities for the Chapter.  This committee shall work in conjunction with the Chairperson of Arrangements and the Programs Committee to assure the cohesive, high quality standards of the educational program.

g.  Newsletter Editor

1)  The Newsletter Editor shall prepare monthly Chapter newsletter and any Chapter or APICS communications and distribute to all members.  This committee will prepare an operating budget for all Newsletter and Publications functions.

h. Webmaster

1)  The Webmaster shall be responsible to design, modify, and maintain the chapter website. Shall perform such other duties as directed by the President towards the attainment of the Chapter Goals.

Section 3.  Ad-hoc Committees

  1.      Ad-hoc committees may be appointed by the President or the Executive Vice President to accomplish the general purpose or special projects of the Chapter.

Section 4.  Committee Meetings

  1.      Committee meetings shall be held upon notification by the Chairperson of a Committee.  The chairperson shall designate the time and place of the meeting and shall communicate this information to all committee members.

Section 5.  Committee Duration

  1.      All committees shall serve until June 30th following the appointment of a new committee chairpersons and members, unless dissolved at an earlier date by the appointing authority.  An exception is the Nominating Committee, see Article VII, section 1.

Section 6.  Removal from Committee

  1.      The Chapter Board shall have the power and authority to remove any Committee Chairperson or committee member for reasonable cause.

ARTICLE VIII - MEETINGS

Section 1.  Monthly Chapter Meetings

  1.      Regular meetings of the Chapter shall be held monthly except during July and August, or as determined by the Board of Directors.
  2.      Normally, regular meetings shall be held at a time and place designated by the Chapter Board of Directors; except that the date of a meeting may be changed at the discretion of the Board.
  3.      Cancellation of a scheduled meeting or event due to adverse weather, program failure, or similar conditions may be done at the discretion of the President, with agreement of the Vice President of Programs or the Vice President of Education, whichever is appropriate.

Section 2.  Board Meetings

  1.   The Board of Directors shall meet monthly (at least 8 times per year) to conduct the regular business of the Chapter.  Any APICS member will be admitted and chapter members are encouraged to attend.

Section 3.  Special Meetings

  1.   Special meetings of the Chapter shall be called by the President upon the written request of four members of the Board of Directors or by ten or more members of the Chapter in good standing.

Section 4.  Attendance at Meetings

  1.   Attendance at monthly Chapter meetings, seminars, workshops, field trips, plant tours, and other educational programs is not limited to Chapter members, and, is open to all interested persons.

ARTICLE IX - PARLIAMENTARY AUTHORITY AND SUSPENSION OF RULES

Section 1.  Parliamentary Authority

  1.   All meetings of the dully constituted bodies of the Chapter shall be governed by the rules of order as prescribed in "Robert's Rules of Order Revised", provided the same are not superseded by the Chapter By-Laws and are applicable.

Section 2.  Suspension of Rules of Order

  1.   The standing rules may be temporarily suspended by a two-thirds vote of those present at any meeting of the Board of Directors.

Section 3.  Voting Privilege

  1.   Only Chapter members in good standing may vote on matters concerning the Chapter.  All members in good standing are equal voting members, except as otherwise governed by these By-Laws.  No proxy votes are permitted.  All matters shall be determined by a simple majority of qualified votes cast, unless otherwise specified directed by these By-Laws.  In cases of a tie vote, the vote of the President shall be final.

Section 4.  Interpretation of By-Laws

  1.   The Chapter Board of Directors shall be the authority for the interpretation of these By-Laws.

Section 5.  Non-Conflict with Society By-Laws

  1.      The By-Laws of this Chapter shall not conflict in any manner with the APICS Corporate By-Laws which govern and prevail in all matters.

ARTICLE X - DISSOLUTION

  1.   The chapter shall use its funds only to accomplish the objectives and purposes specified in these By-Laws, and in no part of said funds shall inure or be distributed to members of the Chapter.  On dissolution of the Chapter, after making arrangements for all proper liabilities, all remaining funds will be distributed to an organization qualified for tax exempt status under Section 501(c) of the Internal Revenue Code and having similar purposes to those described in Article II of the Chapter's By-Laws.  The Selection of each recipient and the distribution of the available funds shall be a responsibility of the Chapter Board of Directors prior to dissolution.

ARTICLE XI - AMENDMENTS

Section 1.  Proposals

  1.   Amendments to these By-Laws shall be proposed in writing to the Chapter Board of Directors by the By-Laws Committee or by a request signed by ten or more members in good standing.
  2.   The Chapter Board of Directors shall review the proposed amendments and, if not in conflict with the Corporate By-Laws, shall authorize the Secretary to submit the proposed amendments in writing to the entire membership.  This notice will be electronically communicated at least two weeks prior to a meeting at which the amendments are to be voted upon, or if a mail vote is to be solicited, at least 30 days prior to the date on which the votes are to be counted.

Section 2.  Voting

  1.      An affirmative response of two-thirds of the members voting shall be required for the adoption of amendments to these By-Laws.

ARTICLE XII - QUORUM

Section 1.  Membership Quorum

  1.   The members present at any regular meeting of the Chapter shall constitute a quorum of the Chapter.

Section 2.  Board Quorum

  1.   A majority of members of the Board of Directors shall constitute a quorum of the Board.  Actions taken at any regularly scheduled Board of Directors meeting for which adequate notice has been given and at which less than a majority of the members of the Board of Directors were present shall be binding until the next Board meeting.  In the case of a Board of Directors meeting at which less than a majority were present The President may at his discretion take a vote electronically.  The President will then notify the Secretary of the electronic (email) vote and the minutes on the meeting will reflect the results.

ARTICLE XIII - LIABILITY

Section 1.  Director Liability

  1.      A Director of this organization shall not be liable for monetary damages for any action taken, or any failure to take any action unless the Director has breached or failed to perform the duties of his or her offices as defined in Section 8363 of the Director's Liability Act (42 PA., C.S., 8363), and the breach of failure to perform constitutes self dealing, willful misconduct or recklessness.

Section 2.  Indemnification

  1.   The organization shall indemnify each person who is or was a director, officer, or employee of the organization against any and all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding, either civil or criminal, whether brought by or in the right of the organization or in connection with an appeal relating thereto in which the person may become involved as a party or otherwise, by reason of he or she being or having been a director, officer, or employee of the organization, or by reason of any past or future action taken or not taken in the capacity as such director, officer, or employee, whether or not the person continued to be such at the time such liability or expense is incurred, unless such person has breached or failed to perform the duties of his or her office which, for officers and directors, shall be defined in Section 8363 of the Directors' Liability Act and such breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. As used in this article, the terms "liability" and "expenses" shall include, but shall not be limited to reasonable counsel fees and disbursements and the amount of judgments, fines, or penalties.  The termination of any claim, action, suit, or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director, officer, or employee did not meet the standards of conduct set forth in the first sentence of this section except where there shall have been a judgment rendered by a court specifically finding that the action or conduct of such director, officer, or employee constituted recklessness or willful misconduct.  Any such director, officer, or employee referred to in this section who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit, or proceeding of the character described herein shall be entitled to indemnification as of right.  Expense incurred with respect to any civil or criminal actions, suit or proceeding may be advanced by the organization prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the  recipient to repay such amount if it shall ultimately be determined that he or she is not entitled to indemnification under this to any rights to which any person concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of their heirs, executors, and administrators of any person.