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By-laws of APICS The Association for Operations Management
Central Indiana Chapter
Great Lakes District
ARTICLE I. NAMES, AFFILIATIONS AND DEFINITIONS
A. The name of the corporation shall be APICS-Central Indiana Chapter Inc., hereinafter referred to as "Chapter".
B. The Chapter shall be affiliated with APICS, The Association for Operations Management, hereinafter referred to as "Association".
C. The Chapter is organized as a not for profit organization and no part of the net earnings shall be distributed to the benefit of any individual member.
D. The term "Board" shall mean the Chapter board of directors.
E. The term "SOPs" shall mean Chapter Board approved standard operating procedures.
ARTICLE II. PURPOSES The Chapter is organized and shall be operated for the following purposes:
A. To develop professional competency in operations management through study and application of scientific methods.
B. To promote a professional attitude in Central Indiana towards an understanding and acceptance of the science of operations management.
C. To disseminate general and technical information on improved techniques and developments through the promotion and delivery of educational programs.
D. To promote an awareness and recognition among industry leaders of the value of APICS contributions to the field of operations management.
ARTICLE III. MEMBERSHIP
A. Qualification and eligibility for Chapter membership shall follow the policies established by Association and shall be open to any Association member in good standing upon application and collection of Chapter dues.
B. Classes of membership shall match those of Association.
1. A Chapter member shall be deemed terminated when that person is no longer carried on Association’s membership rolls.
2. The Chapter Board of Directors may, with a 2/3 vote of the entire Board, suspend or expel a member for cause according to the following provisions:
a) The member is notified of the pending action and given the opportunity to respond to the charges.
b) A suspended member shall be stricken from the membership roll and may be reinstated only by approval of a 2/3 vote of the entire Board.
D. Transfer of membership
A person may transfer membership from one chapter to another by notifying Association. Association has established policies and procedures for chapter notification and dues distribution.
ARTICLE IV. PROFESSIONAL DEVELOPMENT MEETINGS
A. An annual meeting of the members shall convene in April or May for the purpose of confirming the election of new directors for the following Chapter fiscal year and for the transaction of such other business as may come before the meeting.
B. Regular Professional Development meetings will be held at locations and times designated by the president or Board approved designee for general education and/or entertainment purposes.
C. The president, a majority of the Board or members of the Chapter for the purpose of addressing a specific issue may call special membership meetings.
1. Five or more regular members in good standing are needed to submit such a request to the president in writing for a special meeting.
2. At a special meeting, the membership may act only upon the specific issue for which the meeting was convened.
3. Notice including the time and place of all regular and special meetings shall be sent to each member not less than 15 days in advance of the meeting.
4. A quorum for regular and special meetings shall be the members present. Each member in good standing shall have 1 vote. Members who are not in attendance cannot vote.
ARTICLE V. DUES
A. Annual Chapter dues, which are in addition to Association dues, are established by the Chapter Board of Directors. Notification of pending changes in the dues structure must be submitted to Chapter membership at least 60 days prior to the board meeting in which it will be voted upon.
B. Chapter dues are billed and collected by Association and rebated to the Chapter. Association must be formally notified of changes in Chapter dues according to Association policy and procedures.
ARTICLE VI. FINANCE Contracts
A. No Chapter officer or director may enter into a contract, release, agreement or letter of intent in the name of, or on behalf of, the Chapter without approval of the Board.
B. Chapter funds may be disbursed according to either of the following conditions:
1. Authorized expenses within the Board approved budget may be paid in accordance with Chapter policies and procedures.
2. Emergency, excess budgetary or non-budgeted items require the written approval of 2 officers of the Board of which one must be either the President or the Executive VP.
ARTICLE VII. BOARD OF DIRECTORS
1. The control and management of the affairs, property and funds of the Chapter shall be vested in the Board of Directors.
2. The Board shall be responsible for the establishment of policy for the Chapter, and the management of the Chapter’s affairs and activities.
1. The Board shall consist of the elected officers and directors of the Chapter as defined in Articles VII and VIII.
2. Board members must be active Association members and a designated Central Indiana Chapter member.
C. Terms of Office
1. New Officers and Directors shall be elected annually to office, to coincide with the Chapter fiscal year immediately following their election.
2. The president and vice president of finance may serve no more than 2 consecutive terms in these positions.
3. Ad-Hoc Directors of a specific position may be added to facilitate the coverage of the responsibilities of the office.
D. Removal of Board Members
1. Any Board member who misses 3 consecutive board meetings without cause (where reasonable notice has been given) during the one-year term of office can be automatically removed from the Board.
2. At a regular or special meeting of the Board, an officer or director may be removed for cause by a 2/3 vote of the entire Board, subject to the following conditions:
a. A vote for removal for cause shall not be taken until the officer/director has been given due process.
b. The removed officer/director retains all rights and privileges accorded Chapter membership and are eligible to be reelected to the Board by the Chapter members.
1. In the event of a vacancy in the office of the president, the executive vice president shall assume the office of the president.
2. Vacancies in other offices shall be filled by presidential appointment, with the approval of majority of the Board.
3. Appointments to fulfill a partial term of office shall not count as a full term of office.
F. Board members shall receive no salary or financial compensation for their services.
G. Meetings of the Board
1. Regular board meetings shall be held not less than eight times a year, at a time and place designated by the president. The first meeting of a new Board will be held within four weeks of its installation.
2. Special board meetings may be called at the request of the president, or request of not less than 3 other officers or directors, for the purpose of addressing a specific issue. At a special meeting, the Board may act only upon the specific issue for which the meeting was convened.
3. A Strategic planning meeting shall be held once a year to address the strategic plan of the Chapter.
4. A quorum for regular and special Board meetings shall be a majority of the Board. Board Members who are not in attendance at a Board meeting can vote by proxy, as long as the proxy is one of their Ad-Hoc Directors and they send a written notification to either the President or the Executive Vice-President. Since that Ad-Hoc Director is acting as an official Board Member for that specific meeting they will count towards a quorum.
5. Notice including the time and place of all meetings shall be given to each member of the Board not less than 10 days in advance of the meeting. The 10-day notice may be waived by advance consent of majority of the entire Board to conduct urgent business at a special meeting.
6. Each member of the Board shall have 1 vote. The act of a majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or by these bylaws.
ARTICLE VIII. CHAPTER OFFICERS The Board shall contain the following Officers/Functions.
A. President - The president shall be the chief executive officer of the Chapter and shall in general supervise and control all of the business and affairs of the Chapter. The president shall preside at all meetings of the membership and Board of Directors. The president shall assist the treasurer in preparing the annual operating budget. The president, with the approval of the Board of Directors, shall appoint all committee chairpersons. The president is an ex-officio member of all committees. The president may approve all checks authorized by the Board. In general, the Board of Directors may prescribe that person shall perform all duties incident to the office of the president and such other duties as from time to time.
B. Executive Vice President - In the absence of the president, or in the event of that person’s inability or refusal to act, the executive vice president shall perform the duties of the president. When so acting, the executive vice president shall have all powers of and be subject to all the restrictions upon the president. The executive vice president shall perform such other duties as from time to time may be assigned by the president or by the Board of Directors.
C. Vice President of Finance - The VP of Finance shall be the financial officer of the Chapter. The VP of Finance is bonded for the faithful discharge of that person’s duties in the sum surety or sureties as the Association Board of Directors shall provide. The VP of Finance shall have charge and custody of and be responsible for all funds and securities of the Chapter from any source whatsoever, and deposit all such monies in the name of the Chapter in such depositories as shall be selected by the Board of Directors. The VP of Finance shall provide a statement of the financial condition of the Chapter at every Board meeting with a detail listing of both income and expenditures. The VP of Finance shall submit an annual operating budget to the Board for approval at the first meeting after the beginning of the fiscal year. In general the VP of Finance shall perform all the duties incident to the office of the VP of Finance and such other duties as from time to time may be assigned by the president or by the Board of Directors.
D. Vice President of Administration - The VP of Administration shall keep the minutes of all meetings of the Board of Directors, see that all notices are duly given in accordance with the provisions of these bylaws, and be custodian of the Chapter’s records. In general, the VP of Administration shall perform all duties incident to the office of the VP of Administration and such other duties as from time to time may be assigned by the president or by the Board of Directors.
E. Vice President of Publicity - Shall be responsible for disseminating Chapter information to members and other interested parties, primarily by publishing and distributing the Chapter newsletter.
F. Vice President of Education - Shall update the Board and the members on the educational offerings of the Chapter and Association, shall be responsible for the coordination of the qualified instructor program, and shall report to the Board regarding certification program participation.
G. Vice President of Membership - Shall administer membership recruitment and retention, shall report on membership status at each Board meeting, shall provide membership information to the directors when needed, shall coordinate membership surveys when needed, and shall maintain the chapter member database.
H. Vice President of Programs - Shall be responsible for planning programs for all regular meetings, making the necessary program arrangements and providing program information to the publication director. This person will also be responsible for setting up, promoting and running all Chapter seminars and shall report status and results to the Board.
I. Vice President of Information Technologies - Shall be primarily responsible for the design and maintenance of the Chapter website and all Internet marketing activities.
J. Vice President of Quality - Shall be primarily responsible for coordinating the Chapter Benchmarking and Recognition submission.
K. Vice President of Company Coordinators - Shall be primarily responsible for organizing, recruiting, and communicating to the company coordinators.
L. Vice President of Student Chapters and Career Development - Shall be primarily responsible for developing, advising, and guiding the student chapter(s). This vice-president will also have the duty of organizing, monitoring, and communicating to members for opportunities to develop their career.
M. Vice President of Marketing - Shall be responsible for organizing, developing, and disseminating marketing materials. This position will also focus on communicating to potential new members.
N. Immediate Past President - Shall be primarily responsible for advising and guiding board members. This position is intended for the immediate past president.
O. Vice President of Professional Association Outreach - Shall be responsible for coordinating joint activities with other professional societies and organizations.
P. Ad-Hoc Directors - Shall be responsible to support the Vice-president in the function they are assigned. They are not considered board members unless they receive a written proxy for a specific meeting. In that meeting they will have the full privilege of the Vice president who assigns them as proxy.
Q. Senior Advisor – Any chapter past president that wants to stay involved with the Board of Directors as a Senior Advisor can be a voting member of the board. They have to be nominated by the in-coming President and elected in the same way other board members are.
If needed, the president with approval of a majority of the board can combine any of the board positions during a specific term with the exception of the office of the President and Vice-President of Finance.
ARTICLE IX. ELECTION OF OFFICERS & DIRECTORS
1. Candidates for office shall be Chapter members in good standing and voting members of APICS.
2. Candidates for director positions must have been a Chapter board member for at least 2 years.
1. All candidates for office shall be nominated by the Board of Directors
2. Additional nominations may be made by any member in good standing.
1. Elections for all offices shall take place at the general membership meeting in April or May; all Chapter members in good standing who are in attendance may vote.
2. Elections for all offices shall be by a plurality of those votes cast.
ARTICLE X. PARLIAMENTARY AUTHORITY
A. Unless otherwise specified by the president, Robert’s Rules of Order, revised, shall determine the conduct of business in all Chapter meetings, except where these rules would be inconsistent with the Articles of Incorporation, Association bylaws or Chapter bylaws.
B. There shall be no Chapter meetings closed to the membership.
ARTICLE XI. BYLAWS
A. These Chapter bylaws shall be in harmony with and not conflict in any manner with Association bylaws. Association bylaws shall govern and prevail in all matters. B. The Chapter Board of Directors shall be the authority for the interpretation of these bylaws.
1. These bylaws may be repealed, replaced or amended by an affirmative 2/3 vote of the entire Board.
2. The VP of Administration along with the VP of Information Technology shall post notice of proposed amendments or changes to these bylaws on the website 5 days prior to the next Professional Development meeting where an announcement will be made. Changes may also be mailed to all Chapter members if deemed needed. The Board may not vote on any changes prior to the announcement at the Professional Development meeting.
ARTICLE XII. DISTRIBUTION OF FUNDS AND DISSOLUTION
A. This Chapter shall use its funds only to accomplish the objectives and purposes specified by these by-laws and no part of said funds shall be distributed to the members of the Chapter. This will not, however, prevent the payment of reasonable compensation for services rendered to or for the Chapter if affecting any of its purposes (i.e. instructing) or the reimbursement of expenses, in accordance with Chapter policy as determined by the Board.
B. On dissolution of the Chapter, any funds remaining shall be donated to the Educational and Research Foundation of APICS, The Association for Operations Management.
ARTICLE XIII. CONTINGENCY FUND
A. A designated fund of the Chapters net assets shall be established and maintained to provide financial resources in times of significant, unforeseen, or adverse contingencies. This reserve fund shall not be less than 10% of the operating expenses.
B. The Contingency Fund assets shall be invested in accordance with the Chapter’s current investment policy.
C. The operating policies related to this Contingency Fund shall be specified in the Chapter’s SOP.
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© 2013 Central Indiana APICS
iChapter Rel 5.0a Thu 11.24.10