2017 Chapter By-Laws
Austin Chapter of APICS – Articles of Association and By-Laws
Article I – NAME
This organization shall be known as the AUSTIN chapter of APICS and APICS Supply Chain Council and shall be known as the APICS Austin Chapter. APICS is a global association of supply chain and operations management professionals headquartered in Chicago, Illinois. It shall be a non-profit organization and no part of the net earnings shall inure to the benefit of any individual member.
Article II – PURPOSE
The purpose of this chapter shall be:
- To develop professional competencies in supply chain and operations management through study, research and application of industry best practices and methods.
- To disseminate, by all appropriate means, general and technical information on improved techniques, best practices and developments.
- To promote a professional attitude among its members toward an understanding and acceptance of the principals, technology, science and best practices in supply chain and operations management thereby advancing the general welfare of the industrial economy.
Article III – Membership
Section 1. Classes of membership
- The Austin APICS Chapter shall comply with the classes of membership as defined in the APICS International By-Laws.
Section 2. Termination of membership
- Membership shall be terminated when a member:
- Resigns or
- Is 90 days in arrears in the payment of his/her dues, or
- Fails to comply with the international or Chapter By-Laws.
- The Board of Directors may suspend or expel any member for cause:
- Shall not be done until after the member has been given an opportunity to explain the offending action.
- A suspended member shall have inactive status until re-instated by the Board of Directors.
- The name of an expelled member shall be stricken from the membership roll and he/she shall not be considered eligible for re-election to membership.
ARTICLE IV – DUES AND FINANCE
Section1. Dues and Chapter Fees
- Each member shall pay such International dues as the International Board of Directors may from time to time determine.
- Each member of this Chapter shall pay such Chapter Fees as may from time to time be determined by the Chapter Board of Directors, subject to approval by the Chapter membership.
Section 2. When Due
- Dues shall be due and payable originally with the application for membership and thereafter on each anniversary date of the member.
Section 3. Contracts, Letters of Intent
- All contracts, releases, agreements, letters of intent or commitments made in the name of, or on behalf of, the Chapter shall be submitted to the Chapter Board of Directors for appropriate review and signature by duly authorized person or persons.
- No contract may be made which will bind the Chapter for amounts in excess of the funds of the Chapter.
Section 4. Non-Compensation
- No voting member of the Chapter Board of Directors shall receive compensation for board related services rendered.
ARTICLE V – OFFICERS
Section 1. The Officers of the Austin Chapter shall be:
- Executive Vice President
- Vice President of Professional Development
- Vice President of Membership
- Vice President of Administration
- Vice President of Marketing
- Vice President of Special Projects
Section 2. Terms of Office
- The terms of office of elected officers shall be as follows:
- The officers shall serve for a period of one full year and may continue to run in the same office if determined by a vote of the Board of Directors and membership.
- Vacancies in officers or on the Board of Directors shall be filled by vote of the Board of Directors and the person completing a partial term shall be eligible to succeed himself in the same office.
Section 3. Officers
- Election shall be at the Annual Business Meeting. Nominations from the floor will be recognized.
- The elected Officers and Board Members receiving a majority of the votes shall take office immediately upon the conclusion of the Annual Business Meeting.
- Not more than three members of any firm shall be elected to the Board of Directors.
- Officers and Board Members must be a member of the APICS Austin Chapter.
Section 4. Duties of Officers
The duties of officers shall be defined in the APICS Austin Board of Directors Job Descriptions – February 2016
ARTICLE VI – BOARD OF DIRECTORS
Section 1. Functions and Duties
- The Board of Directors shall be responsible for the establishment of policy for the chapter. It shall be responsible for the management of the affairs and activities of the Chapter.
- All members of the Board of Directors shall be entitled to vote on all matters before the Board.
- Shall approve nominees to the Audit Committee.
Section 2. Members
The Board of Directors shall consist of the elected officers of the Chapter and the chairs as described in Article VII Section 2.
Section 3. Board Meetings
The Board shall meet not less than six times a year at a place designated by the Board.
Section 4. Special Meetings
The President shall have the authority to call special meetings of the Board of Directors upon reasonable notice to the members.
Section 5. Removal of Board Members from Office and Filling Vacancies
- Any member of the Board of Director’s who doesn’t attend at least three meetings of the Board during the year, where reasonable notice has been given, shall be deemed to have automatically resigned from the Board.
- If the President is temporarily unable to perform his/her duties, the Board shall appoint another officer to perform these duties during such temporary period.
- Upon a resignation of a Board member, the board will agree on a replacement by a vote of at least 4 members of the BOD.
ACTICLE VII – COMMITTEES
Section 1. Nominating Committee
- The Nominating Committee shall be appointed not later than 60 days prior to the Annual Business Meeting of the Chapter.
- The Committee shall select one candidate for director and each office and obtain their acceptance of such nomination.
- The Committee shall at its regular meeting, prior to the annual election advise the Chapter membership of the nominees.
Section 2. Standing Committees
- A chairperson will be assigned to each committee as described by the posted description by the APICS Austin Board of Directors.
Section 3. Other Committees
- Other Committees may be created by the President to accomplish the general purpose or special projects of the Chapter. These committees shall serve until June 1st following the appointment, unless dissolved at an earlier date.
Section 4. Committee Meetings
Committee meetings shall be held upon notification by the Chairperson of a committee. He/She shall designate the time and place of the meetings.
Section 5. Removal from Committees
The Chapter Board shall have the power and authority to remove any committee Chairperson or member for cause.
ARTICLE VIII – MEETINGS
- Regular meetings of the Chapter shall be held monthly except July and December.
- Normal, regular meetings shall be held on the third Tuesday at a meeting time and place designated by the Chapter Board of Directors, except that the date of a meeting may be changed or a meeting omitted at the discretion of the Board.
- The regular meeting held during the month of June shall also be known as the Annual Business Meeting unless changed at the discretion of the Board and reasonable notification to the members.
ARTICLE IX – PARLIAMENTARY AUTHORITY AND SUSPENSIONS OF RULES
Section 1. Parliamentary Authority
All meetings of the duly constituted bodies of the Chapter shall be governed by the rules of order as prescribed in “Roberts Rules of Order Revised”, provided the same are not superseded by the By-Laws and are applicable.
Section 2. Suspension of By-Laws
The By-Laws may be temporarily suspended by a two-thirds vote of those present at any regular meeting.
Section 3. Interpretation of By-Laws
The Chapter Board shall by the authority for the interpretation of the By-Laws.
Section 4. Non-Conflict with International By-Laws
The By-Laws of the Chapter shall be in harmony with and not conflict in any manner with the International By-Laws of APICS and the APICS Supply Chain Council. The International By-Laws shall govern and prevail in all matters.
ARTICLE X – DISSOLUTION
The Chapter shall use its funds only to accomplish the objectives and purposes specified in these By-Laws, and no part of said funds insures or be distributed to the members of the Chapter. On dissolution of the Chapter, 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 Chapter Board of Directors.
ARTICLE XI – AMENDMENTS
Section 1. Proposals
These By-Laws may be amended at any Regular Meeting by an affirmative vote of two-thirds of the members present, provided that the proposed amendment shall have been distributed to the members prior to this meeting.
Section 2. Voting
An affirmative vote of two-thirds of the members voting shall be required for the adoption of an amendment to these By-Laws.
ARTICLE XII – QUORUM
Section 1. Membership Quorum
The members present at any regular meeting of the Chapter shall constitute a quorum of the Chapter.
Section 2. Board Quorum
Four members of the Board of Directors shall constitute a Quorum.
Section 3. Special Meetings
Special meetings of the Chapter shall be called by the President upon the written request of two members of the Chapter Board or of five or more members in good standing of the Chapter.
Section 4. Meeting Notices
A written or electronic notice of each meeting shall be sent to all members.
The By-Laws Committee Chairperson is responsible for maintaining updated local Chapter By-Laws with assurance that they do not conflict with the International By-Laws and maintaining updated International By-Laws. In addition, he/she shall perform the following tasks:
- Establish a committee to review, interpret, request change, if necessary and publish local Chapter By-Laws.
- Conduct annual review of local Chapter By-Laws which do not conflict with International By-Laws.
- Assist a new Chapter in drafting a set of local By-Laws to all Officers and Directors.
- Distribute copies of Chapter and International By-Laws to all Officers and Directors.
- Suggest amendments to the local Chapter By-Laws to keep them current for the management of the Chapter and the Chapter member’s requirements.
- Obtain amendment approval from Board of Directors prior to mailing the proposed amendment to local Chapter members for their approval.
- Publish and distribute amended Chapter By-Laws after membership approval.
By-Law Revision History
|Revision||Board Approved Date||Member Approved Date||Change Description|
|2017 Rev.1||2/28/17||Article V Officers, Section 2 A (1) - Clarification:
Officers may continue to run in the same office if determined by vote of Board and Membership.
Article V Officers, Section 3 D - Addition:
Officers and Board Members must be a member of the APICS Austin Chapter.
Artive VI Board of Directors, Section 5 A - Clarification:
Board Members must attend at least 3 board meetings.