Constitution and Bylaws for
Canadian Public Relations Society, Hamilton
Article 1 – The Name of the Organization
The name of The Society is the Canadian Public Relations Society, Hamilton, hereinafter referred to as “The Society.”
Article 2 – Definition, Purpose and Affiliation of Society
Public relations is the strategic management of relationships between an organization and its diverse publics, through the use of communication, to achieve mutual understanding, realize organizational goals and serve the public interest. (Canadian Public Relations Society, Flynn, Gregory & Valin, 2008)
The purpose of The Society is to be the pre-eminent professional society for practising public relations and communications practitioners within its membership region. To achieve this, The Society will provide opportunities for professional development/education, career enhancement, and professional accreditation. The Society is also committed to promoting the profession of public relations to existing practitioners and the public.
The National Society:
The Society shall be a member body of the national body incorporated under the provisions of the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time, under the name of the Canadian Public Relations Society Inc., (La Société canadienne des relations publiques, Inc.), hereinafter referred to as The National Society.
Article 3 - Membership
- A) Membership:
Membership in The Society shall be in accordance with the bylaws of The National Society.
- B) Membership Categories:
There are two classes of National Society members. These are called Voting and Non-Voting members.
- Voting Members – each of whom shall be entitled to one vote at a meeting of the Members,
Non-voting Members, each of whom, subject to any express exceptions provided in the Act, shall not be entitled to vote at a meeting of the Members.
- C) Resignation:
Members may resign at any time by notifying The National Society in writing.
- D) Admission:
Admission to the National Society shall be by approval of the Executive Director and the Local Society Membership Chair.
- E) Applications:
Upon review, The National Society shall forward the application to The Society’s Membership Chair for consideration of membership.
- F) Professional Conduct & Discipline of Members:
All Members of The Society shall comply with the CPRS Code of Professional Standards, which shall set out the conduct expected of Members. The Code shall be established and may be amended by the National Board of Directors. The Board of Directors shall have authority to suspend or expel any Member.
- G) Exclusions:
Membership is applicable to individual members and not transferable to companies and organizations, with the exception of memberships under the Employer Group Membership Program.
- H) Dues and Fees:
Any changes to the Society membership dues shall be decided annually by the Society’s Board of Directors and approved at a general meeting of the membership.
Article 4 – Officers and Executive Committee
The administration of The Society shall be assumed by the Board of Directors, consisting of no more than 14 voting members: president; immediate past president; vice president, secretary and treasurer or secretary-treasurer; and a maximum of nine other Directors. When a role on the Board of Directors is assumed by two or more co-chairs/co-directors, each role will be allocated one vote on the Board. The Society’s Board of Directors Roles and Responsibilities Guidelines shall be provided to each Director after approval by the Board.
Election of Board of Directors:
A nominating committee shall propose a slate of executive officers to be confirmed at The Society’s annual general meeting. In addition, the nominating committee shall propose a list of interested candidates for positions as Directors on the Board. A vote for the election of Directors will be held if there are more candidates than vacant positions, otherwise these Directors will be acclaimed. Nominations for a position as Director or officer will be accommodated through an application form and/or nominations from the floor during the annual general meeting. All eligible candidate names will be presented at the annual general meeting for election by the membership. The nominating committee shall consist of no less than three voting members of The Society in good standing, one of whom is not currently sitting on the Board of Directors. The nominating committee shall include the chairperson, who shall be a past president, and the vice-president.
There shall be an executive committee of the Board consisting of the president, immediate past president and vice-president, secretary and treasurer or secretary-treasurer, whose role will be to administer the ordinary business and affairs of The Society between Board meetings. The executive committee shall determine the procedure for calling and holding its meetings and three shall constitute a quorum.
Election of Directors:
No member shall be eligible to hold office on the Board unless he or she has been a member in good standing for at least 12 months. This eligibility includes membership in other member societies of The National Society. A vote for the election of Directors will only be held if there are more candidates than vacant positions, otherwise, incoming Directors shall be acclaimed. Nominations for members of the Board shall be made by a nominating committee appointed by The Society’s Board of Directors.
President Term:The president shall serve for two years. No member shall be eligible for the presidency unless he or she has held a previous term as a Director on the Board of The Society. This qualification can be waived by a unanimous vote of the Board upon the recommendation of the nominating committee.
Board of Directors Term:
Individual Directors shall be elected to serve for a one-year term.
A member’s term of office may be terminated by resignation and the Board of Directors may appoint a qualified member to fill such a vacancy.
The President of The Society shall, in addition to his/her local duties, serve as a sitting member of the CPRS National Presidents’ Council.
Quorum for Board of Director Meetings:
A majority of the Directors shall constitute a quorum, providing that at least two of those Directors are executive members. A simple majority shall call all votes. Directors who declare a conflict of interest shall nonetheless be counted in determining a quorum.
Article 5 – Meetings
Meetings of the Board:
The Board shall hold meetings at least once every two months for the transaction of the business and affairs of The Society on a day to be fixed by the Board, or the president.
Year End and Annual General Meeting:
The Society’s fiscal year shall end on the 31st day of March in each year. The annual general meeting of The Society shall be held no later than 45 days following the conclusion of the fiscal year at a time and place designated by the president or executive committee. At least 10 days written notice shall be given to the membership by the executive officers of the time and place of the annual general meeting. The annual general meeting shall be for the purpose of electing officers, receiving financial reports and other reports from the officers and committees, and for any other business that may arise.
The president shall call an extraordinary general meeting within 14 days of his/her receipt of a written request by one-fifth of voting members in The Society. The purpose of the meeting shall be stated in the correspondence. Except in emergencies, there shall be at least 10 days notice given in writing to the membership of the time and place of the meeting.
One-fifth of the total membership of The Society shall constitute a quorum at all AGM and Special meetings of the Board.
Except with respect to the election of Directors, any voting member may be represented by proxy at annual or special general meetings of The Society by another voting member, provided such proxy shall be in writing or electronically on the form provided by the executive officers or a facsimile thereof. Voting members shall be provided with the proxy form thirty (30) days before annual or special general meetings.
5.A) A proxy must be signed by the voting member and shall be valid only for the meeting for which it was specifically given.
5.B) Proxies must be filed with the vice-president or secretary at least seven (7) days before the meeting takes place.
ARTICLE 6 – COMMITTEES
- Committees, standing or special, shall be appointed by the president of The Society and shall be ratified by the Board.
- Standing and special committees of The Society will be created or dissolved upon motion of the Board of Directors.
- Directors shall be appointed as chairs to liaise with committees.
- All committees shall be responsible to the Board and shall report to it through the committee’s chairperson/responsible Director.
Article 7 – Amendment of Bylaws
- A) Amendment of By-laws:
These by-laws can be amended at any general meeting of The Society by a two-thirds vote of the members present provided that the amendment had been submitted in writing to the membership at least 14 days prior to the meeting.
- B) Amendment Procedures:
Proposed amendments must be submitted to the secretary or secretary-treasurer no later than one month prior to the meeting for consideration by the Board. The motion must indicate the names of the mover and seconder.
Article 8 - Dissolution
In the event the Society is dissolved or discontinued, after payment of all indebtedness of the Society, the remaining rights, title, interest, property or other assets shall belong to the National Society.
Article 9 – Invalidity of any Provisions of this By-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.