By Laws Of Richmond Chapter
Of The American Payroll Association
A Non-Profit Association
Revision Approved 02/16/05

ARTICLE I

1.01 Official Name. The official name of the organization shall be the: Richmond Chapter of The American Payroll Association and is an affiliate chapter of The American Payroll Association.

1.02 Principal Office. The principal office of the Chapter in the Commonwealth of Virginia shall be located in the Richmond area.

ARTICLE II

2.01 Chapter Purpose. The purpose of the Chapter shall be to increase the skill level of the Payroll Professional through education. To Promote and enhance the image of the payroll profession throughout the Commonwealth of Virginia. To provide Payroll Professionals with networking opportunities and a forum for the effective exchange of payroll knowledge, trends and ideas. To promote the highest standards of professional and payroll ethics.

ARTICLE III

3.01 Classes of Members. The Chapter shall have one (1) class of members. The designation of this class shall be REGULAR MEMBERS. Regular members shall consist of the members of the Chapter who are engaged in payroll or related functions within their organizations. The Membership Year will be the calendar year with dues payable in full by January 1. Current membership shall consist of participation in the payroll profession in an ongoing capacity with dues paid in full. The Board of Directors shall reserve the right to set the dues payable for the upcoming year with an announcement of changes prior to December 1st of the current year.

ARTICLE IV

4.01 Annual Meeting. An annual meeting of the members shall be held in November.

4.02 Regular Meetings. There shall be a minimum of five (5) per year or more as may be deemed necessary by the Board of Directors. The Board of Directors shall determine the time and location of these meetings.

4.03 Quorum. The Regular Members present during a meeting shall constitute a quorum. A majority of those present will determine all matters requiring a vote of the membership

4.04 Proxies. No member is entitled to vote by proxy.

ARTICLE V

5.01 General Powers. The Board of Directors (named hereafter) shall manage the affairs of the Chapter, who shall each be regular members of the Chapter.

5.02 Number. The number of the Directors shall be all of the elected officers, appointed members and the immediate past president of the Chapter.

5.03 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

5.04 Vacancies. The Board of Directors shall fill any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors. A director elected or appointed to fill a vacancy shall serve for t

5.05 Compensation. Directors as such shall not receive any stated salaries for their services as directors.

ARTICLE VI

6.01 Officers. The elected officers of the Chapter shall be regular members of the Chapter and shall be a President, President-Elect, one or more Vice President(s) (the number thereof to be determined by the Board of Directors), a Secretary, and a Treasurer. Elected officials shall also hold national membership as well. Appointed Directors shall be an Educational Director, Professional Development Director, Membership Director, Webmaster, Chapter Advisor, Government Liaison, Chapter of the Year Coordinator, Statewide Conference Coordinator, NPW Coordinator, Sponsor Relations Director, and such other directors as may be appointed in accordance with the provisions of this Article. The same person, except the offices of the President and Secretary, may hold any two or more offices.

6.02 Election and Term of Office. The members at the Annual meeting of the membership shall elect the officers of the Chapter annually. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. New officers may be filled at any meeting of the members. Each officer shall hold office until the end of the calendar year. Newly appointed Directors may be approved by the Board at any Board meeting at which a quorum is held.

6.03 Removal. Any officer elected or appointed may be removed by the members or Directors whenever in their judgment the best interests of the Chapter would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Director so removed. Removal of any Director, with or without cause, shall be immediately effective upon presentation to the membership by the Board or of a petition demanding such removal at any regular or special meeting of the members. Such petition shall contain not less than 50 percent of the then current regular members of the Chapter. Any Director absent from three consecutive meeting of members or three consecutive meetings of the Directors without good cause, shall upon majority vote of the Board of Directors, be removed from office and so notified by the Board.

6.04 Vacancies. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

6.05 President. The President shall be an active member in good standing. The President shall serve no more than two (2) consecutive terms.

1. Preside over meetings.
2. Be a member, ex officio, of all committees.
3. Coordinate the establishment of goals for the chapter each year.
4. Provide leadership to the chapter.

6.06 President-Elect.

1. Train for Office of President for following election year(s).
2. In the event that the president becomes unable to finish the term for which he is currently serving, accept position of president and finish the current presidential term.
3. Preside over meetings in the absence of the president.
4. Duties as assigned by current president.

6.07 Vice President.

1. In the event that the President-Elect becomes unable to finish the term for which he is currently serving, accept position of president and finish the current presidential term.
2. Preside over meetings in the absence of the President and President-Elect.
3. Assist the President and President-Elect in the course of their duties.
4. Coordinate annual election process.
5. Coordinate social events and oversee the program committees and program facilities.

6.08 Secretary.

1. Record minutes of each meeting and prepare hard copy for next meeting.
2. Prepare chapter announcements and correspondence and distribute.
3. Preside over meetings in the absence of the President, President and Vice President.
4. Maintain and disburse the official bylaws of the Chapter.
5. Coordinate the Communications Committee.

6.09 Treasurer.

1. Maintain accurate checkbook.
2. Disburse all chapter funds and collects dues.
3. Report financial status of chapter at each meeting and prepare annual report for November meeting.
4. Prepare annual budget.

6.10 Director of Education.

1. Establish and lead Education Committee.
2. Coordinate CPP and FPC study groups.
3. Coordinate community education program.
4. Oversee Community Outreach Committee.

6.11 Director of Professional Development.

1. Relaying Career Development and Job Information to the membership.
2. Member of the Communications Committee.
3. Oversee the development of the chapter members in their career growth.

6.12 Director of Membership.

1. Establish and lead Membership Committee.
2. Maintain membership and mailing lists.
3. Recruit prospective members.
4. Responsible for name tags and sign in sheets at meetings.
5. Coordinate annual membership drive.
6. Member of the Communications Committee.

6.13 Webmaster.

1. Maintains and updates Chapter’s Website on a continual and constant basis.
2. Systems advisor for software and other electronic capabilities.
3. Photographer, responsible for taking pictures at regular meetings and events.

6.14 Chapter Advisor.

1. Coordinate CEUs/ RCH‘s.
2. Compile, print and distribute Paydirt quarterly.
3. Report local chapter activities to national APA on a regular basis.
4. Other duties as assigned./li>

6.15 Government Liaison.

1. Establish a relationship with federal, state and local governments to foster better understanding between groups in a proactive manner..
2. Keep chapter informed of governmental issues.
3. Maintain contact with and provide support to national APA with government issues.

6.16 Chapter of the Year Coordinator.

1. Coordinate all COTY activities for the Chapter each year.
2. Prepare write-up and send to National Headquarters by annual deadline.

6.17 Statewide Conference Chair.

1. Establish and lead Annual Statewide Payroll Conference Committee..
2. Coordinate planning for Payroll Conference.
3. Coordinate with other statewide Chapters for the Hotel arrangements (space required, seating arrangements, food, equipment, etc.) during the conference.

6.18 NPW Coordinator

1. Coordinate all National Payroll Week activities for the Chapter each year.

6.19 Director of Sponsor Relations

1. Establish and coordinate relationships with sponsors to obtain financial sponsorship for website and all Chapter activities each year.

ARTICLE VII

7.01 Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Chapter, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter. Such authority may be general or confined to specific instances.

7.02 Checks and Drafts. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter shall be signed by such officer or officers, agent or agents of the Chapter and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and/or Assistant Treasurer and countersigned by the President or a Vice President of the Chapter.

7.03 Budget. A budget shall be compiled by the Treasurer and presented to the Board of Directors. After the Board has approved the Treasurer's recommendations, the Budget for the upcoming year shall be presented to the membership at the February meeting and voted on by the active membership.

7.04 Deposits. All funds of the Chapter shall be deposited from time to time to the credit of the Chapter in such banks, trust companies or other depositories as the Board of Directors may select. An annual report of all receipts and expenditures shall be presented at the November meeting and be made a part of the minutes of this Chapter.

7.05 Gifts. The Board of Directors may accept on behalf of the Chapter any contributions, gift, bequest or devise for the general purpose or for any special purpose of the Chapter. This includes funds for sponsorship of events or projects determined by the Board of Directors to be for the good of the Chapter or to continue the advancement of the payroll profession.

ARTICLE VIII

8.01 Amendments. These By-Laws may be amended by a two-thirds vote at any meeting of the Chapter by direction of the Board of Directors or a petition of 50 percent of the regular membership.

ARTICLE IX

9.01 Code of Ethics.

1. To be mindful of the personal aspect of the payroll relationship between employer and employee and to ensure that harmony is maintained through constant concern for the Payroll Professional’s fellow employees.
2. To strive for perfect compliance, accuracy and timeliness of all payroll activities.
3. To keep abreast of the state of the payroll art with regard to developments in payroll technologies.
4. To be current with legislative developments and actions on the part of regulatory bodies, insofar as they affect payroll.
5. To maintain the absolute confidentiality of payroll within the procedures of the employer.
6. To refrain from using Chapter activities for one’s personal self-interest or financial gain.
7. To take as one’s commitment the enhancement of one’s professional abilities through the resources of the American Payroll Association.
8. To support one’s fellow Payroll Professionals, both within and outside one’s organization.

ARTICLE X

10.01 Order of 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 shall inure, 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 or philanthropic organizations (including other Payroll Chapters) to be selected by the Board of Directors.