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BY-LAWS OF THE

SAGINAW VALLEY CHAPTER OF APICS
Chapter # 48

(ADOPTED 2/10/87)

(REVISED 4/30/02)

 

I.      IDENTIFICATION

The name of this organization shall be the SAGINAW VALLEY CHAPTER NUMBER 48 OF THE AMERICAN PRODUCTION AND INVENTORY CONTROL SOCIETY, INC., hereinafter called “CHAPTER” or APICS.

II.    AFFILIATION

The Saginaw Valley Chapter shall be affiliated with, and all members of this chapter shall automatically become members of the Inter­national organization known as the American Production and Inventory Control Society, Inc., hereinafter called “SOCIETY”.

III.   PURPOSE

APICS is organized and shall be operated for the following purposes:

A.     To unite through membership in this chapter, persons interested in the field of resource management.

B.      To foster and maintain high standards in the field of resource management.

C.      To provide a means of mutual exchange of problems and ideas in the field of resource management.

D.      To promote educational programs.

E.      To inform members and interested non-members in the techniques and systems in the field of resource management.

F.      To establish an awareness and recognition of the field of re­source management among leaders of industry.

G.       In the event of dissolution, all assets, whether real or personal shall be distributed to such organizations as are qualified as tax exempt under Section 501 (c)(3) of the Internal Revenue Code, as amended, or the corresponding divisions of any future United States Internal Revenue Law, and no property shall be distributed to any individual whether or not associated with this organization, and under no circumstances may any part of the net income of the corporation inure to the benefit of any private share holder or individual.

IV.   MEMBERSHIP

Membership will consist of the following:

A.    CHARTER MEMBER: The grade of charter member shall be assigned to such persons whose initial dues were paid on or before January 17, 1961, and were determined by the Board of Directors to have been active in the founding of this chapter.

B.     INDIVIDUAL MEMBER: Shall be open to those individuals who are directly responsible for resource management and others whose interests are closely geared to the purpose of this chapter.

C.     HONORARY MEMBER: The grade of Honorary Member shall be assigned to such persons as the Board of Directors shall determine to have made exceptional contributions to Resource Management.  No more than one honorary member shall be elected per year.  They shall be exempt from payment of dues and be entitled to all privileges of the Chapter, except, they shall not be entitled to vote or hold office.  They may, if so elected, become active members entitled to vote, hold offices, and pay dues.

D.     CORPORATE MEMBERSHIP: Corporate Membership shall entitle a single location of a company to designate as its representatives, five individuals to Society and Chapter membership with full privi­leges.  Other individuals at that location are entitled to member rates on goods/services offered by the Society.

V.    BOARD MEMBERS

A.      The control and management of the affairs, property, funds of the Chapter shall be vested in the Board of Directors.

B.       The board of directors shall consist of nine regular members plus the most recent past president.  If the most recent past presi­dent’s term on the board has not expired, then the Board shall consist of nine (9) members only.

C.       Each member of the Board of Directors shall have one vote.

D.      At the last Board meeting of each fiscal year, the business agenda shall include but not be limited to approving a budget for the ensuing year.

E.       Regular meetings of the Board of Director’s shall be held as called by the President with at least one-week notice.  A minimum of seven (7) meetings is required annually.  Meetings of the Board of Directors are open to the membership as observers.

F.       Special meetings may be called by the President or by written notice to the President or one of the officers, by three board members, or by six chapter members.  Every effort will be made to contact all board members as to the time, date, location, and the purpose of the special meeting.  The first order of business at a special meeting shall be a report by the President, or in his/her absence by the presiding officer.

G.       Five members of the Board of Directors shall constitute a quorum.  Any one or more members of the Board of Directors may partici­pate in a meeting of the Board of Directors (or any committee) by means of telephone or similar communication equipment.  Partici­pation by such means shall constitute presence at the meeting.

H.      The Board of Directors shall fill vacancies as they occur as well as fill vacancies in the office of Vice President, Secretary, or Treasurer

I.         A board member may be replaced on the Board of Directors by the approval of the Board of Directors if the member is absent from more than fifty (50) percent of the regularly scheduled Board of Director’s meetings in a twelve-month period.

J.        Any action taken without a meeting of the Board of Directors requires written consent to be signed by at least five (5) members of The Board of Directors.

VI    ELECTION OF BOARD MEMBERS

A.      Terms of office shall be three years with three directors being elected each year.  Board members shall be elected to serve from July first of the year they are elected until June thirtieth three years hence.  The newly elected Board members should attend the Board meetings beginning in May with no voting power until July, but should participate in the planning activities for the following fiscal year.

B.       The nominating committee shall recommend at least three eligible Chapter members.  These recommendations shall be presented to the Secretary no later than the first of March.  The Secretary will prepare a ballot of these recommendations which must be mailed to the entire Chapter membership at least two weeks prior to the April Board meeting.  The membership shall vote for three candidates from the recommended slate or by write-in of an active Chapter member and return the ballot to the Secretary.  The Nomination Committee is responsible for tabulating the unopened ballots submitted to them by the Secretary prior to the April dinner meeting.  The Board of Directors shall be responsible for breaking any resulting ties.  The President (or acting President) shall announce the results at the April dinner meeting.

VII.      OFFICERS

A.      The officers shall consist of a President, Vice President, Secretary and Treasurer.

B.       The officers shall be chosen from members of the Board of Directors and shall be elected at the last board meeting of the fiscal year.  Nominations shall be made from the floor and if more than one person is nominated, a vote will be taken by secret ballot.

C.       The officers shall be elected for a one-year term and may serve for as many terms as elected to serve.

D.       The term of each office shall commence on July first and shall cease at midnight on June thirtieth.

VIII.    DUTIES AND POWERS OF OFFICERS

A.      PRESIDENT: The President shall be the executive head of the Chapter.  The President shall preside at all meetings of the Chapter and of the Board of Directors.  The President shall ap­point all standing committee chairpersons.  The President shall be an ex-officio member of all committees.

B.       VICE PRESIDENT: In the absence of the President, the Vice President shall perform the duties of the President.  The Vice President shall be chairperson of the program committee.  The Vice President will automatically succeed to the office of Presidency if a permanent vacancy occurs.

C.       SECRETARY: The Secretary shall keep a record of the proceedings of all Board of Directors meetings.  The Secretary shall carry on the general correspondence of the chapter and send out notices of all meetings.  The secretary shall keep a record of the membership of the Chapter.

D.      TREASURER: The Treasurer shall receive all funds paid to the Chapter and deposit such funds in the name of the Chapter in such banks as the Board of Directors may designate.  The Treasurer shall pay all bills of the Chapter.  All receipts and expenditures shall be recorded.  The Treasurer is automatically chairperson of the finance committee.  The Treasurer shall render an annual financial report.  The books shall be open at all times for inspection and shall be audited annually.  The Treasurer is bonded by the Society and need not be bonded by the Chapter.

IX        COMMITTEES

A.      PROGRAM COMMITTEE: The Vice President shall be chairperson and may have up to three members on the committee chosen by the chairperson.  It shall be the program committee’s duty to develop and effectuate programs for chapter meetings.

B.       EDUCATION COMMITTEE: The committee shall consist of one to three members.  The President shall appoint the chairperson.  Remaining members to be chosen by the chairperson.  It shall be the duty of the education committee to develop educational programs, such as Seminars, Certification Classes and/or Special Events pertaining to Resource Management for the benefit of the Chapter membership and other interested parties. 

C.       MEMBERSHIP COMMITTEE: The committee shall consist of as many members as required to provide for each major geographical area represented by the Saginaw Valley Chapter.  The President will appoint the chairperson.  The chairperson will choose the remaining members.  It shall be the membership committee’s duty to prepare and perpetuate a continuous campaign.

D.      PUBLICITY COMMITTEE: The committee shall consist of one to three members.  The President shall appoint the chairperson.  The chairperson shall choose remaining members.  It shall be the duty of the publicity committee to promote through appropriate publicity, the recognition of activities of the chapter.

E.       FINANCE COMMITTEE: The committee shall consist of one to three members.  The Treasurer shall be the chairperson.  The President, with the approval of the Board of Directors, will appoint other members.  It shall be their duty to audit annually the receipts, disbursements, and balance of funds of the Chapter.  It shall further be their duty to propose a budget for the ensuing year and submit the proposed budget at the end of the fiscal year to the incoming Board of Directors for approval.

F.       AWARDS COMMITTEE: The committee shall consist of one to three members.  The President shall appoint the chairperson.  The chairperson will appoint other members.  It shall concern itself with the review of the Awards program.

G.        

H.       

I.          

J.        The chairperson of each of the standing or special committees shall hold office during the term of the office of the President or until relieved by the appointing President.

X.        CHAPTER MEETINGS

A.      REGULAR MEETINGS: See Amendment dated 5/30/02

B.       SPECIAL MEETINGS: Special meetings of the Chapter shall be called at any time by the President through the Secretary or by a major­ity of the Board of Directors.  A special meeting shall be limited to a stated purpose.

C.       QUORUM: A quorum shall consist of fifteen percent (15%) of the members in good standing.

XI.       ANNUAL REPORT

The Board of Directors shall submit to the membership an annual report.  It shall include an annual financial statement, committee reports, and a listing of the new officers and Board members for the next year.

XII.      DUES

A.      The Board of Directors shall set the annual dues of the members from time to time.  The Society sets the Society dues and the local Chapter sets the dues of the Chapter.

B.       Dues are submitted directly to the Society.

C.       A new member admitted shall pay twelve (12) months dues.

D.      If dues are not paid within one month after the due date, then the International Society will suspend the member and that person will no longer receive correspondence from the Society.  They will become an “inactive” member of the Chapter and shall lose voting rights and membership status.

XIII.    TERMINATION OR TRANSFER OF AFFILIATION

A.      A member may resign from the society at any time by notification to the local Chapter or the Executive Director of the Society in writing.  There will be no refunding of dues.

B.       Transfer of affiliation from one chapter to another shall be as outlined in the Society’s by-laws.

XIV.    PARLIAMENTARY PROCEDURES

A.      Robert’s Rules of Orders (revised) shall determine the conduct of business in all meetings of the Chapter and its governing bodies and committees, except where inconsistent with the by-laws.

B.       No APICS meeting shall be closed to the membership.

XV.      DISSOLUTION

In the event of dissolution, all assets, whether real or personal shall be distributed to such organizations as are qualified as tax exempt under Section 501 (c)(3) of the Internal Revenue Code, as amended, or the corresponding divisions of any future United States Internal Revenue Law, and no property shall be distributed to any individual whether or not associated with this organization, and under no circumstances may any part of the net income of the corporation inure to the benefit of any private share holder or individual.

XVI.        DIRECTOR’S LIABILITY

To the extent permitted by law, each director and the heirs, executor, and administrator of such director shall be indemnified by the corporation against expenses, including attorney’s fees, reasonably incurred by such director in connection of any claims action, suit, or proceeding to which such director may be made a party by reason of being or having been a director, including any judgment rendered against him or her and any amount paid by his or her in reasonable settlement of such claim, action, suit, or proceeding.

XVI.        FISCAL YEAR

The fiscal year of the chapter shall be July 1 through June 30.

XVII.       AMENDMENTS

A.      These by-laws may be amended, altered or repealed by two-thirds vote of members present at any regular meeting of the Chapter. 

B.       Amendments must be proposed in writing by the Board of Directors, as well as submitted, thirty (30) days in advance, to the entire membership before they are presented for vote or approval.  Such changes shall become effective immediately.

This ends the By-Laws of the Chapter

 

AMENDMENTS

 

I.  Article IX - Committees

is amended to remove the following committees as standing committees.

 

            Article IX – Section G -  Nominating Committee is removed from by-laws.

Article IX – Section H - Arrangements Committee is removed from the by-laws.

            Article IX – Section I  -  Special Committees is removed from the by-laws.

 

The president may institute these committees and others as deemed necessary.  The president will fill needed chairpersons by appointment.

 

                                                                                                Adopted 05/30/02

 

II.  Article X - Chapter Meetings

is amended to read

 

                        Article X – Section A 

Regular Meetings: A minimum of 3 meetings will be held in the months of September through June.  No more than 9 regular meetings will be held in the months of September through June.

 

                                                                                                                                                Adopted 05/30/02