Bylaws of the Wisconsin School Public Relations Association – Revised 11/9/08

ARTICLE 1 – NAME

The name of this organization shall be the Wisconsin School Public Relations Association (WSPRA), Wisconsin’s Leader in School Community Relations.

ARTICLE II – GEOGRAPHICAL JURISDICTION

The geographical jurisdiction of WSPRA shall encompass the State of Wisconsin.

ARTICLE III – MISSION

WSPRA, the state’s leader in school-community relations, will expand the capacity of its members to provide effective communication management for the purpose of strengthening educational opportunities for all students.

ARTICLE IV – MEMBERSHIP

Section 1: Classification

There shall be the following classes of members: individual, organizational, retiree, student, and honorary.

(a) Individual members are those whose dues are paid for the membership year and who are actively involved in school communications. These members have the right to vote and to hold office.

(b) Organizational members are any school district or any association, organization, business, or industry in Wisconsin with educational emphasis which pays the institutional dues. An institutional membership allows the institutions to designate up to three individual members. These members have the right to vote and hold office.

(c) Retiree members are those former WSPRA members who have retired from active work in public relations and pay a retiree membership fee. They have the right to vote and hold office.

(d) Student members shall be any student currently enrolled in a graduate course leading to licensure or degree in school leadership or public relations communication programs. Student members shall pay a student membership fee. They have the right to vote and hold office.

(e) Honorary Lifetime Memberships are restricted to WSPRA members who have been active members for 10 years or more. This membership is available only through WSPRA and is granted as a result of outstanding performance as nominated by a WSPRA member and approved by the Board. Honorary Lifetime Members have the right to vote and hold office.

(f) Paid membership categories shall be individual, organization, student, and retiree. The membership year will be from July 1 to June 30.

Section 2: Active Members

An active member is one whose dues have been paid in accordance with the provisions of these bylaws.

Section 3: Dues

Annual dues for members shall be set by a vote of two-thirds of the Board of Directors at a special meeting called for that purpose and shall remain in effect until changed in the same manner.

ARTICLE V – BOARD OF DIRECTORS

Section 1: Composition

Members of the Board of Directors shall be:

1. Elected Officers

2. Directors-at-Large

3. Appointed Board Members

4. Employed and Contracted Personnel

Section 2: Elected Officers

The elected officers of this association shall be: President, President-elect, Vice President,a nd Treasurer.

Section 3: Directors-at-Large

The Association members shall elect three Directors-at-Large. An additional Director-at-Large will be appointed annually by the board, based on nomination of the President.

Section 4: Appointed Board Members

Other board members shall include a legislative liaison, a Spectrum chairperson, a membership chairperson, liaisons to peer organizations as identified by the Board, and others who are appointed annually based on the recommendations of the president whose projects are determined by the president to be of high priority.

Section 5: Employed and Contracted Personnel

Contracted personnel shall include the Special Events Coordinator and the Coordinator of Operations. Employed personnel shall include the Executive Director.

Section 6: Duties

The officers shall perform the duties provided in this section, their duties that may be assigned, and other duties as prescribed in the adopted parliamentary authority.

(a) The President shall:

1. Serve as chief spokesperson of the Association.

2. Preside at all meetings of the Association and the Board of Directors.

3. Serve as ex-officio member of all committees except the Nominations Committee.

4. Prepare an annual report.

5. Serve as the Association’s official delegate to the NSPRA Seminar.

6. Appoint a parliamentarian as necessary.

7. Appoint chairpersons of all standing committees approved by the Board.

8. Monitor all expenditures.

9. Appoint ad hoc committees as necessary.

10. Represent WSPRA through written articles and presentations.

11. Serve as liaison to NSPRA and its state, regional, and national offices.

12. The chapter may, under extenuating circumstances and with board approval, pay the dues to the national organization for the President.

(b) The President-Elect shall:

1. Assume all duties of the President in the absence of the President but shall not assume ex-officio status on committee.

2. Serve as state conference planning chair.

3. Represent WSPRA through written articles and presentations.

(c) The Vice President shall:

1. Perform the duties of the President-Elect in the absence of the President.

2. Assist in planning the annual state conference.

3. Perform such duties as prescribed by the President and President-Elect.

4. Serve as Membership chairperson for WSPRA and NSPRA purposes.

(d) The Treasurer shall:

1. Be a bonded custodian of all Association funds.

2. Establish depository and checking accounts as necessary and deposit funds in the name of the Association.

3. Keep an accurate and complete record of all receipts and disbursements in such a manner as can be easily passed on to the succeeding treasurer.

4. Provide a financial report to be presented at all regular meetings of the Board of Directors.

5. Disburse funds in accordance with the Financial Operating Principles and Procedures.

6. Receive and provide receipts for monies due and payable to the Association.

7. Prepare an annual report.

8. Provide for an audit to be conducted at the end of each fiscal year. The fiscal year shall be July 1 through June 30.

9. File necessary fiscal documents with state and federal agencies.

10. Provide an annual review of the organization’s Financial Operating Principles. and Procedures.

(f) The Immediate Past President shall:

1. Serve in an advisory capacity.

2. Serve as chair of the Nominations Committee.

(g) The Executive Director shall:

1. Promote the organizational well-being of WSPRA.

2. Serve as liaison with peer organizations.

3. Sustain and grow membership.

4. Keep accurate and complete minutes of all Association meetings in such a manner as to be easily passed on to succeeding Executive Directors.

5. Assist in handling all correspondence.

6. Prepare Annual Meeting minutes.

7. Oversee day-to-day financial operations in cooperation with the Treasurer.

8. Oversee the preparation of the annual financial report to be presented at the annual meeting.

9. Evaluate the Coordinator of Operations and the Special Events Coordinator.

10. Provide orientation for new Board members.

11. Maintain an updated list of all committee chairs and members.

12. Serve as historian for the Association.

13. Serve as a resource for Board members.

14. Serve as a member of the Nominations Committee.

15. Serve as coordinator for submission of the annual Blue Ribbon Chapter Award application.

(h) The Special Events Coordinator shall:

1. Schedule and coordinate WSPRA-approved speakers and/or facilities and any materials or equipment required.

2. Coordinate publicity and registration.

3. Secure sites and make meal and equipment arrangements.

4. Finalize dates, times, facilities, meals, equipment, room set-up, and other services to assure a well-organized educational service.

5. Coordinate travel plans for speakers and/or facilitators.

6. Assist with general registration prior to the conference and coordinate on-site registration.

7. Submit a summary report to WSPRA, within 30 days following the program, including participant evaluations and all income and expense information available.

8.  Perform such further duties as are related to or implied by the above duties, consistent with the background, training, and qualifications of the Coordinator or may be reasonably delegated as being in the best interest of WSPRA.

Section 6: Term of Office

(a) The term of office shall begin July 1 and end June 30.

(b) The Vice President shall be elected to a one-year term and shall succeed to President-Elect, President, and Past President.

(c) The Treasurer is elected to two-year terms in alternate years.

(d) Elected Directors-at-Large are elected for two-year terms in alternate years.

(e) The appointed Director-at-Large serves a one-year term.

(f) Any officer serving half a term shall not be considered as serving as full term.

Section 7: Requirements

(a) Those individuals serving on the Wisconsin Public Relations Board of Directors must be active members who either live within the geographic boundaries of the state of Wisconsin or are an employee of an educational or education-related entity within the state of Wisconsin.

(b) The President, President-Elect, Vice President, Treasurer, and Executive Director shall be active members of the National School Public Relations Association. WSPRA shall pay the annual individual membership fees for up to three NSPRA memberships, including WSPRA board officers and/or Blue Ribbon Chapter chairperson.

Section 8: Resignation

(a) Any individual desiring to resign from his or her term of office on the Board of Directors shall submit a letter of resignation.

(b) The resignation shall take effect at the time specified in the resignation letter and accepted by the Board of Directors or shall take effect when received by the Board of Directors when no time is specified.

Section 9: Taking Office

The elected officers shall take office July 1.

Section 10:Vacancies

(a) In the event of a vacancy in the office of the President, the President-Elect shall become President.

(b) If the President-Elect is not able to serve as President, the Vice President shall become President.

(c) If the Vice President is not able to serve as President, the Board of Directors shall elect a President by majority vote.

(d) All other vacancies shall be filled by the Board of Directors by a majority vote for unexpired terms.

Section 11: Removal

Any member of the Board may be removed from office by two-thirds (2/3) vote of the members of the Board of Directors. Causes for removal may include but are not limited to excessive or unexcused absences, not performing in accordance to the Association bylaws, or unethical or unlawful conduct.

ARTICLE VI – NOMINATIONS AND ELECTIONS

Section 1: Nominations

A Nominations Committee shall be appointed by the President with Board approval.

(a) Composition of the Nominations Committee.

1. There shall be no less than three members.

2. The members shall be representative of the state composition.

3. The immediate Past President shall chair the committee.

4. The Executive Director shall serve on the Nominations Committee

(b) Vacancies on the Nominations Committee shall be filled by a majority vote of the Board of Directors.

(c) The Nominations Committee:

1. Shall present a slate of officers for the succeeding year that includes at least one name for each office to be filled.

2. May conduct business by mail, e-mail, fax, or conference call.

Section 2: Election of Officers

(a) The election shall be by ballot or Internet vote.

(b) A majority of votes cast shall elect.

ARTICLE VII – MEETINGS

Section 1: Annual Meeting

(a) An Annual Meeting shall be held as part of the Association’s annual conference for the purpose of transacting business.

(b) The official call of the Annual Meeting, giving the time and place of the meeting, shall be distributed to all Association members at least seven days prior to the conference by the Executive Director.

(c) The voting body of the Annual Meeting shall be active members who are present for the meeting.

Section 2: Board Meetings

Meetings of the Board of Directors shall be held at a time and place as the Board of Directors may designate. It is an expectation that members will make a reasonable effort to attend each meeting.

Section 3: Special Meetings

Special meetings of the Association may be called by the President upon a 14-day notice to all members or by a two-thirds (2/3) vote of the Board of Directors in a meeting by conference call, by mail, by fax, or by e-mail.

Section 4: Quorum

(a) The quorum of the Annual Meeting or special meeting shall be 15 active members.

(b) The quorum for the Board of Directors shall be five.

(c) Honorary Lifetime Members, retirees, and student members shall be counted in the quorum.

(d) In the absence of a quorum at meetings of the Association or the Board of Directors, urgent action may be taken and such action later ratified by mail, fax, or e-mail vote. A majority of those voting shall constitute ratification.

ARTICLE VIII – DELEGATES TO THE NATIONAL SEMINAR

Section 1: Delegate

(a) The official delegate to the national seminar is the President.

(b) In the event the President is unable to attend, the President-Elect is the alternate. Any other replacements are made by the Board of Directors with preference given to members of the Board of Directors.

(c) Registration fees for attending the national seminar by the President or the alternate shall be paid by the Association in accordance with the board-approved Financial Operating Principles and Procedures.

ARTICLE IX – BOARD OF DIRECTORS

Section 1: Duties

(a) Establish and implement the strategic plan of the Association.

(b) Have general supervision over WSPRA between conferences.

(c) Adopt an annual budget at its first meeting of the fiscal year and make it available for viewing on the Association Web site.

(d) Determine the time, place, and fees for the annual conference based upon President-Elect recommendations.

(e) Have authority to adopt standing rules to govern its proceedings.

(f) Plan and evaluate Association activities.

(g) Review and set dues annually.

(h) Fill vacancies in all elected offices and confirm appointed positions.

(i) Manage and maintain content of the Association’s Web site, publications and presentations.

(j) Perform such other duties as directed by the membership body.

(k) Monitor expenditures of the organization through Treasurer’s reports presented at each board meeting.

(l) Evaluate the performance of the Executive Director.

ARTICLE X – COMMITTEES

Section 1: Standing Committees

The standing committees shall be Nominations and Membership.

Section 2: Appointment

(a) Standing committee chairpersons shall be recommended by the President and approved by the Board.

(b) Committee chairpersons shall identify committee members.

(c) Standing committee chairpersons shall be recommended and approved by the Board annually. Rules shall be developed to enable continuity and smooth transition as committee leadership changes.

Section 3: Special Committees

Special committees may be created as necessary by the membership or the Board of Directors.

Section 4. Business

Committees are authorized to conduct business by mail, e-mail, fax, or conference call.

ARTICLE XI – PARLIAMENTARY AUTHORITY

The rules contained in the latest edition of Robert’s Rules of Order shall govern this Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws or those of NSPRA and any special rules of order this Association may have adopted.

ARTICLE XII – AMENDMENTS

These bylaws may be amended at an annual conference by a two-thirds vote provided previous notice has been included in the call to the conference Annual Meeting or by mail, fax or e-mail vote of the membership.

ARTICLE XIII – DISSOLUTION

In the event of the dissolution of WSPRA, its charter shall be returned to the NSPRA office and the remaining assets, converted to cash after payment of all obligations, shall be distributed to NSPRA and shall be treated as revenue available unless WSPRA specifically requests that such assets be treated as income to an authorized and existing purpose of WSPRA or NSPRA. In no event shall the funds or assets of this Association be used for the benefit of any individual member.

ARTICLE XIV – INSTRUMENTS, BANK ACCOUNTS, CHECKS AND DRAFTS, LOANS, SECURITIES

Section 1: Receipt of Gifts

The corporation may receive gifts, contributions, donations, and bequests (herein generally called “gifts”) for its purposes. While the corporation specifically encourages unrestricted gifts whose principals and/or income therefrom may be used for the corporation’s purposes in the discretion of the Board of Directors of this corporation, the Board of Directors will accept gifts for a restricted or otherwise designated purpose if such restriction is determined by the Board of Directors to be acceptable or otherwise conforms with these bylaws and any other guidelines by the Board of Directors for such restricted gifts.

Section 2: Execution of Instruments

Except as in these bylaws otherwise provided, the Board of Directors may authorize the president or a designee to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authorization may be general or confined to specific instances. Except as so authorized or as in these bylaws otherwise expressly provided, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement nor to pledge its credit nor to render it liable for any purpose in any amount.

Section 3: Bank Account

The Board of Directors may authorize the opening and keeping of general and/or special bank accounts with such banks, trust companies, or the depositories as may be selected by the Board or by any officer or officers, agent or agents of the corporation to whom such power may be delegated from time to time by the Board of Directors. The Board of Directors may make such rules and regulations with respect to said bank accounts, not inconsistent with the provisions of these bylaws as the Board may deem expedient.

Section 4: Checks and Draft

All checks, drafts, or other orders for the payment of money, notes, acceptances, or other evidences of indebtedness issued in the name of its corporation shall be signed by the Treasurer. An alternate signee, in absence of the Treasurer, shall be determined by the Board of Directors.

Section 5: Loans

No loans shall be contracted on behalf of the corporation and on evidence of indebtedness shall be issued in name unless authorized by or under the authority of a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans may be made to any officer or director of the corporation, directly or indirectly, except that reasonable advances or reimbursable expenses may be made in the discretion of the President or, in the case of the President, as determined by the Board of Directors.

Section 6: Prohibited Activities

No part of the earnings of the chapter shall inure to the benefit of, or be distributed to, its directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered to make payments and distribution in furtherance of the purposes set forth in these bylaws. Except as provided in Section 501(h) of the Internal Revenue Code of 1954, or any corresponding provision of any future United States Internal Revenue law, no substantial part of the activities of the organization shall be the carrying on of propaganda, or other attempting to influence legislation, and the chapter shall not participate in, or intervene in (including the publishing or distribution of campaign statements) any political campaign on behalf of any candidate for public office.

Notwithstanding any other provisions of these bylaws, the organization shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, or in the corresponding provision of any future United States Internal Revenue law, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954, or the corresponding provision of any future United States Internal Revenue law.

ARTICLE XV – MISCELLANEOUS

Section 1. Corporate Seal

The seal of the corporation, if one is adopted by the Board of Directors of the corporation, shall contain the name of the corporation and the word “Wisconsin.”

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