Bylaws
BYLAWS
PUBLIC RELATIONS COUNCIL OF ALABAMA, INC.
ARTICLE I
Rules of Order
Amended 2008, 2016, 2019
Section 1.1 Board Procedure. The Rules contained in Robert's Rules of Order will govern the deliberations of the PUBLIC RELATIONS COUNCIL OF ALABAMA (hereafter referred to as “PRCA” or “the Council”) and the PRCA STATE BOARD OF DIRECTORS (hereafter referred to as “the Board”) in all cases in which they are applicable and not in conflict with the Constitution and Bylaws of the Council.
Section 1.2 Board Actions. Eight (8) of the Board will constitute a quorum for the transaction of business. If a quorum is certified for a Board meeting, the Directors present may continue to do business, acting by a vote of the quorum, until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum or the refusal of any Director present to vote. Online voting by electronic means is the preferred method of voting outside of an in-person meeting. When casting an email vote, the voting member should email the vote to all voting members (i.e., “reply to all” other voting members) to be valid.
Section 1.3 Fiscal Year. The fiscal year will be the calendar year beginning January 1 and ending December 31.
ARTICLE II
Duties of Officers and Staff
Amended 1988, 2001, 2005, 2010, 2016, 2019, 2024
Section 2.1 Board Composition. The Board will consist of the President, President-Elect, Secretary, Vice President of Finance, Vice President of Membership, Vice President of Awards, Vice President of Accreditation and Ethics, Vice President of Communications, Vice President of Publicity, Vice President of Students. The Board will also include the Immediate Past President, the Conference Chair, and the president of each professional chapter with voting rights. The SPRF representatives from Alabama (excluding the President) will be ex-officio members of the Board without vote. No board member may have more than one vote, regardless of positions (i.e., Chapter President and Vice President Awards).
Section 2.2 President. The President will preside at all meetings of the Board and all meetings of the Council and, with the Vice President of Finance, will sign as legal representatives of the Council, all documents approved by the Board. In the absence of the President, the President-Elect or a Vice President designated by the President will preside at meetings of the Board. The President also serves as a Board Member for the Southern Public Relations Federation, appoints other Alabama representatives to the SPRF Board as needed, appoints Ad Hoc committees and the Nominating Committee with board approval, and provides the state’s vision for the year.
Section 2.3 President-Elect. The President-Elect consults with the President regarding presentations to the Board, questions of policy, and matters requiring continuing or future action. The President-Elect may be assigned oversight of specific board functions, activities, programs, and other efforts to assist the President as needed. The President-Elect is the chair of the Ethics Committee. The President-Elect may make official appearances and presentations on behalf of the organization in place of the President. The President-Elect works throughout the year to plan activities for the following year. The President-Elect also serves on the State Conference Committee. The following year, the President-Elect serves as President
Section 2.4 Secretary. The Secretary keeps official records of the Council, including recording minutes and maintaining a roster of the Board Members, and preparing and distributing the officer nominee ballot for membership vote. This position is tasked specifically with recording the Council’s historical metrics as defined by the Board in the minutes.
Section 2.5 Vice President of Finance. The Vice President of Finance is the custodian of the Council’s funds, will prepare and maintain the annual budget, and will oversee and schedule an annual accounting review and yearly IRS tax documents. The VP of Finance maintains and reports financial statements to the Board in a standard accounting format and oversees the financial affairs of the state conference. The VP of Finance processes dues, in cooperation with the VP Membership, for annual membership renewals and new member recruitment.
Section 2.6 Vice President of Strategic Programs. The Vice President of Strategic Programs will focus on strategic issues and the wider set of long-term educational and program needs of the Council. This position may lead research initiatives, encourage and facilitate collaboration across chapters, and engage in activities with the consent of the Board that add value to keep the Council relevant. This position is tasked specifically with collecting and maintaining the Council’s historical metrics, including but not limited to tracking the progress toward goals established by the Strategic Plan. Note: At least one educational opportunity each year should be geared toward APR CEUs and should be planned in conjunction with the Vice President of Accreditation.
Section 2.7 Vice President of Membership. The Vice President of Membership coordinates all membership activities of the Council including the uniform application of membership criteria and the State Board approval and recognition of all new members. He/she manages the organization’s online statewide database and availability of members’ contact information. The VP Membership provides consultation and support for chapter membership vice presidents in the areas of member recruitment, approval and retention. The VP Membership ensures current members are invoiced annually for membership dues in cooperation with chapter membership vice presidents and the state VP of Finance.
Section 2.8 Vice President of Awards. The Vice President of Awards is responsible for all awards programs of the Council including administration of the Philip R. Forrest Professional Achievement, Sharon Heflin Chapter of the Year awards, Educator of the Year awards, the Grover Smith Lifetime Achievement Award and the Medallion Awards. This position will also work with the VP Students to administer the Student Medallions, Student Chapter of the Year and Student of the Year awards. The VP of Awards can select committee chairs to facilitate the implementation of the programs.
Section 2.9 Vice President of Accreditation and Ethics. The Vice President of Accreditation and Ethics is responsible for encouraging and supporting the Accredited in Public Relations (APR) Examination administered by the Universal Accreditation Board. This person must be an Accredited public relations practitioner. This position is the liaison between the Council and the SPRF Accreditation Representative and is responsible for communicating Accreditation information to chapters and for assisting chapters as needed in recruiting and mentoring candidates through the Accreditation process.
Section 2.10 Vice President of Communication. The Vice President of Communication is a member-focused position. VP Communications is expected to maintain regular communication and support for chapter VPs of Communication. This includes special publications of the state organization (excluding external promotional materials for the annual conference) and could include quarterly newsletters, membership kits, brochures, or other collateral. This position will work closely with the Vice President Conference Publicity to maintain a joint content calendar and will jointly collaborate on multipurpose graphics and video. This position will manage the Council’s social media accounts for the posts that refer to business of the Council excluding the state conference. The VP of Communication is responsible for the Council’s corporate identity and graphics standards, serves as the resource for style guidelines and uses of the official Council’s logo, and provides digital copies of the official Council’s logo to local chapters upon request. The Vice President of Communication is also responsible for maintenance of the Council’s website(s).
Section 2.11 Vice President of Conference Publicity. The Vice President of Conference Publicity is responsible for any publicity required for the state conference. The Vice President of Conference Publicity is responsible for emails, social media, newsletters, etc. for any communication relating to the annual state conference. The VP of Conference Publicity will work with VP Communications to maintain a joint content calendar and will jointly collaborate on multipurpose graphics and video.
Section 2.12 Vice President of Students. The Vice President of Students acts as liaison between the Board and local chapter VPs of Students to support student chapters. This position works in conjunction with the state VP of Finance to collect dues from student chapters and coordinate student educational meetings usually in conjunction with the state conference. He/she coordinates the student awards competition with the VP Awards.
Section 2.13 Conference Chair. The Conference Chair provides timely and accurate communication of conference plans and serves as a voting member of the Board each year. The Conference Chair is responsible for creating a conference budget which must be approved by the Board, and keeping the Board continually apprised of the event’s financial expectations and expenditures.
Section 2.14 Members-at-Large. Members-at-large may be asked to serve on the Board each year at the discretion of the Nominating Committee. Members-at-large serve to provide support for any officer as needed, advise on issues brought before the Board and to fill vacant officers’ positions as needed. The members-at-large are voting board members.
Section 2.15 Immediate Past President. The Immediate Past President will serve as a resource for the Board. In addition, this position will be the point of contact for the Flexible Members as well as for any new chapters. The Immediate Past President will also serve as Chair for the Past Presidents Council (PPC), working with the current Board President to establish needs for the PPC to address and managing serving as the liaison between any PPC committees and the Board. The Immediate Past President will also be responsible for calling a meeting of the PPC to be held each year at the beginning of the annual conference to review needs as established in conjunction with the current Board President and in consultation with the President-Elect.
Section 2.16 Unexcused Absence. Officers and Board members are expected to attend all meetings of the Board of Directors. If unable to attend, the board member should notify the President or Secretary in advance of the scheduled meeting. Two consecutive unexcused absences from in-state Board meetings will constitute grounds for dismissal from office at the discretion of the Board of Directors. Chapter presidents who cannot attend a state board meeting should send a representative from their chapter.
Section 2.17 Staff Positions. The Board is empowered to employ staff to execute certain duties deemed necessary by the Board.
Section 2.18 Term Limits. Officers will serve a term of one year. Any voting member of the Board who will have served for six (6) consecutive years will be ineligible for reelection or reappointment for a period of one (1) year thereafter before returning to the Board. If, during the six years, the voting member is elected to serve as President-Elect, President and then Immediate Past President, those three years will count as one year.
Section 2.18 Co-Chairs. Sometimes it is desirable to create a two-person team to take on a bigger governance role. It is recommended to use the chair and vice chair model. However, if the co-chair model is preferred, only one specific person will be named to the Board as a voting member so duties and voting rights are clear. Both may attend state board meetings.
ARTICLE III
Elections
Amended 2016, 2019, 2024
Section 3.1 Nominee Selection. After soliciting suggestions for officers and other Council members, the Nominating Committee will present the proposed board positions to the Council for election. Alabama SPRF representatives will be included on the Board slate for information purposes only; SPRF representatives are appointed by the President.
Section 3.2 Election Process. The Chair of the Nominating Committee shall prepare the slate in ballot form, which is sent to the Vice President Communications by October 1. The Vice President of Communications will send the slate to each qualified member by October 7. Members may add or delete any names for office on this ballot and return to the Chair of the Nominating Committee by October 15. Ballots not returned will indicate a vote in favor of the slate as submitted.
A simple majority of returned and not-returned ballots are required for approval of the slate.
Section 3.3 Board Installation. Officers will be installed at the next Board meeting and will serve until successors are duly elected and installed.
ARTICLE IV
Vacancies
Amended 2018, 2019
Section 4.1 Vacancies. Vacancies occurring among the officers of the Council will be filled for the unexpired portion of that term by the Board of Directors with two-thirds vote. Such a vote may be taken by email ballot.
ARTICLE V
Committees and Appointments
Amended 1988, 2016, 2019, 2024
Section 5.1 Standing Committees. There are three (3) standing committees:
- Nominating Committee. The Nominating Committee will be made up of the Immediate Past President, President and the President-Elect, with the Immediate Past President as the chair. The President will ensure this committee is active in time for the election of officers.
- Conference Committee. The Conference Chair is selected from and by the hosting chapter with Board approval. The Chair will select the remaining committee members. The Board President-Elect will automatically serve on the State Conference Committee in an oversight rather than planning capacity. This oversight does not replace the Conference Chair nor relieve that position from its Board reporting duties.
- Past Presidents Council (PPC). All former State Board Presidents who are active members of the Council are eligible to serve on this committee. The PPC will be chaired by the Immediate Past President and will serve as mentors to the sitting Board, especially the President. The PPC may be called upon by the current Board President to serve on Ad Hoc committees to address needs of the Board or of the Council.
Section 5.2 Other Committees. The President may appoint special and temporary committees as deemed necessary. This includes granting power to any Board member who may wish to establish a committee to assist with the work of that position.
Section 5.3 SPRF Representatives. The President will appoint all Alabama representatives to the SPRF Board by October 1 or may empower the Nominating Committee to recruit. These positions are appointed, not elected.
ARTICLE VI
Meetings and Conferences
Amended 2016, 2019
Section 6.1 Annual Meeting. There will be at least one annual meeting of the Board and the membership. Other Board meetings will be called by the President.
Section 6.2 Special Meetings. Special meetings of the Council may be called at any time at the direction of the Board or by the President, or upon written request to the President by thirty (30) members in good standing. The notice of such meetings will state the business for which they are called, and no other business may be transacted at such meetings.
ARTICLE VII
Application for Membership and Reinstatement
Amended 1978, 2001, 2003, 2005, 2016, 2019, 2024
Section 7.1 Eligibility. There are five categories of membership: Active, Associate, Sustaining, Flexible, Student and Charter. New types of membership or removal of membership types may not be made except by amendment to the Constitution, Article III, Section 1.
- Active (voting) membership is open to anyone who is a full-time public relations practitioner, or someone who is exercising full responsibility for his or her employer's public relations activities and spending at least 50% of work time performing communication duties. Active membership is also open to members of the academic community who provide instruction and/or engage in research in the field of public relations.
- Associate (non-voting) membership is open to those who do not meet the criteria for active membership status. Applicable to vendors who benefit from the ability to network with public relations practitioners. Local chapters have the right to review Associate membership requests and reject them based on local policy.
- Flexible membership is reserved for professionals and students who are in geographic areas the Council’s physical chapters do not cover or the member cannot make it to meetings due to work constraints. To be eligible for Flexible membership, a member must live/work 50 miles or more from a physical chapter or have work constraints which prevent the member from attending monthly meetings such as living/working in different locations or work 100% remotely. If a member is seeking to become a flexible member in an area where a local chapter exists but they cannot be active in that chapter due to work constraints, the member must receive written approval from the local chapter president (a letter or an email will suffice) which is then stored on the State Google Drive with the other Flexible membership information. Those who meet the criteria for flexible membership would belong to the PRCA State flexible membership category, and the rebate would go into a budget area allocated for quarterly virtual programming for this chapter and State conference costs.
- Sustaining membership is reserved for those who are currently retired but were previously a full-time public relations practitioner or academic.
- Student membership is open to undergraduate and graduate college students or recent graduates not yet full-time professionally employed in public relations who are enrolled in a public relations, communications, or related major’s curriculum. They are encouraged and expected to join school-based chapters. If the school does not have a chapter, students can join the professional chapter after the local board evaluates the membership.
- Charter membership is a special honor granted to the founding members of PRCA at the state level as per our Constitution. These members have honorary status, which includes all the privileges of active membership, but excuses them from payment of annual dues.
Section 7.2 Professional Member Process. The Vice President of Membership will be responsible for the screening procedure of new membership applications and coordinating with the chapters to assist with their membership needs for recruitment, renewal, and retention.
- Membership Term. The official membership year for professionals is January 1 through December 31.
- Individual Ownership of Membership. When a member leaves a company for employment elsewhere, the member retains his/her membership for the remaining term of the membership year. The member’s continued membership is contingent upon meeting the new member criteria in his/her new capacity. This requirement holds for members reclassifying member type within a chapter or relocating and transferring between chapters.
- Membership Continuance. Professional members who change jobs or leave the profession, and student members who graduate, may continue membership through the end of the current membership term, provided that such members continue to abide by the Council’s Bylaws, Code of Conduct, policies, and procedures. At the start of the next membership cycle, members will be expected to meet the specific eligibility requirements of their current employment at the time of renewal. Local chapters have the right to review membership requests by the unemployed and reclassify them based on local policy.
- Member Reinstatement. When a member in good standing resigns, he/she may be reinstated under conditions prescribed by the Board of Directors. The reinstatement process will usually require the re-application for membership as a new member. A member who has been dropped from the rolls for non-payment of dues may reapply for membership under conditions to be prescribed by the Board.
Section 7.3 Student Member Process. College students may join the Council as members of a student chapter or directly as student members of a professional chapter:
- Student Members of Student Chapters. Student members must join school-based chapters if one exists at the student’s location. The official membership year for students belonging to a student chapter is the academic year starting in the Fall term.
- Student Members of Professional Chapters. If a school-based chapter is not available, or the student has sufficient professional or personal reasons for joining the professional chapter, the local board will evaluate. Prospective student members may be accepted for direct membership in a professional chapter at the local chapter’s discretion. Student members without a student chapter default to the professional membership calendar-year term.
- Concurrent Membership. Once dues are received at the State level, members of each student chapter are automatically considered student members of the closest professional PRCA chapter and are counted as part of their official membership. PRCA allows students to remain members at the professional level until the end of the calendar year, whether they graduate or not. PRCA also sends a portion of each student’s dues to the Southern Public Relations Federation (SPRF). All PRCA student members are automatically SPRF members and eligible for SPRF Lantern Awards.
Section 7.4 Denial of Membership. Renewal or reinstatement of membership may be denied to members who are not in good standing with state or local Council chapters. The annual renewal process ends January 31. Any individual not renewed by that date will be removed from the state membership database, thereby terminating all membership privileges.
Section 7.5 Member Expulsion. Upon a written request of ten or more members in good standing, in which the cause has been stated, the Board of Directors may expel any member by a two-thirds vote, providing such member has been advised in writing of the charges and provided he/she has been given the opportunity for a fair hearing.
ARTICLE XIII
Dues
Amended 1996, 1988, 2001, 2003, 2006, 2010, 2012, 2016, 2019
Section 8.1 Membership Dues. Annual dues for renewing members will be as outlined below. All individuals submitting new applications for active, associate, or sustaining membership will be assessed a $15 new member application fee unless waived at the chapter level. Student members are exempt from all application fees. Throughout the year, new Active and Associate professional members may join on a prorated basis as determined by the Board. Student and Sustaining memberships are not prorated.
A. Active members $105
B. Associate members $125
C. Flexible members $130
D. Student members of professional chapters $25
E. Sustaining members $25
Section 8.2 Student Chapter Additional Dues Authorization. A duly chartered student chapter may set annual membership dues above the student rate and keep the additional funds for local activities. The student chapter will remit to the Vice President of Students of the Council a membership roster along with $25 for each student member as the Council’s membership dues. It is the responsibility of each student chapter to remit dues to Council at the state level for its members. Any student in arrears with the State organization may be disqualified from entering student awards, even if dues have been paid to the local student chapter.
Section 8.3. Zero-Cost Chapter Memberships. While the PRCA Constitution does not specify charter members at the chapter level, it may be desirable to grant special status to longtime members based on criteria set by the chapter. Chapters are authorized to do so at their discretion in limited numbers.
ARTICLE IX
Member Duties and Privileges
Amended 2001, 2016, 2019
Section 9.1 Member Duties. All members, student and professional, are bound by the PRCA Code of Ethics. Members are expected to have a reputation for ethical conduct and integrity, agree to abide by these Bylaws, and all applicable policies and procedures, and to meet the specific qualifications of type of membership. Membership carries with it a definitive obligation to pay all applicable dues and fees at the state and chapter level.
Section 9.2 Member Privileges.
- Members of the Council are automatically members of the Southern Public Relations Federation (SPRF). SPRF is a participating organization of the Universal Accreditation Board, thus Council membership meets the requirement for use of the Accreditation credential.
- In accordance with our Constitution, Associate members do not have voting privileges.
- The Council may also control access to some member benefits including the creation of restricted areas of the organization’s official website and participation in Council-related events.
- If the right of a member to vote or hold office is questioned, the records of the Council will be conclusive.
Section 9.3. Membership Standing. A member in good standing is a member who adheres to the Council’s Bylaws or applicable policies and procedures, and the Code of Ethics, and has paid any financial obligations as required by these Bylaws. Any member who is not in good standing, as determined by the board or its designee after appropriate due process, shall not be listed in the Council’s directory and shall not be entitled to vote, hold office or enjoy any other privilege of membership. No member will be considered in good standing if his or her financial obligations are in arrears and will have membership terminated automatically.
ARTICLE X
Professional Chapters
Amended 1978, 1981, 1986, 1988, 2001, 2003, 2006, 2012, 2016, 2019
Section 10.1 Professional Chapter Structure. Chapters will be structured along the same organizational lines as the state organization, will adhere to the Council’s Constitution, and will adopt operating procedures in keeping with those of the Council.
Section 10.2 Professional Chapter Powers. Chapters may engage in any activity sanctioned by its Board of Directors, so long as the activity does not in any way obligate the Council financially or otherwise, nor does the activity cause harm or create difficulty for the state organization.
Section 10.3 Professional Chapter Funding. Chapters are entitled to Council funds as outlined in the state budget. All published dues and subsequent chapter rebates are set and regularly evaluated by the State Board of Directors and may be revised when deemed necessary.
Section 10.4 Professional Chapter Charter Revocation. The Board has the right to revoke an area chapter’s charter if due cause is determined, and after the chapter has the opportunity for a fair hearing.
ARTICLE XI
Student Chapters
Amended 2019
Section 11. 1 Student Chapter Formation and Administration. A student chapter may be formed on the campus of any accredited Alabama college or university offering a sequence of at least four courses in public relations or in related subjects such as journalism, communication, advertising, or marketing. Student chapters are governed by Guidelines for the Formation and Administration of PRCA Student Chapters.
ARTICLE XII
Amendments
Amended 2016, 2019
Section 12.1 Amendments. The Bylaws may be amended by a two-thirds vote of the Board. Bylaw changes must be recorded by the secretary as part of the recording minutes. Current Bylaws must be posted on the website for informational purposes only.
