BY-LAWS

apa Richmond Chapter, A Non-Profit Association (Rev. 11/2012) 

ARTICLE I - CHAPTER DESIGNATION 
ARTICLE II - PURPOSE 
ARTICLE III - MEMBERSHIP 
ARTICLE IV - MEETING OF MEMBERS 
ARTICLE V - BOARD OF DIRECTORS 
ARTICLE VI - OFFICERS 
ARTICLE VII - CONTRACTS, CHECKS, DEPOSITS AND FUNDS
ARTICLE VIII - AMENDMENTS 
ARTICLE IX - ETHICS 
ARTICLE X – DISSOLUTION

ARTICLE I - CHAPTER DESIGNATION

1.01 Official Name. The official name of the organization shall be the: Richmond Chapter of
the American Payroll Association Richmond Chapter, Inc. 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 - PURPOSE

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 and to promote the highest standards of professional and payroll ethics.

ARTICLE III - MEMBERSHIP

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 - MEETING OF MEMBERS

4.01 Annual Meeting. An annual Chapter 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 - BOARD OF DIRECTORS

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
directors 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 the unexpired term of his
predecessor in office.

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

5.06 Directors. Appointed Directors shall be an Educational Director, Professional Development
Director, Membership Director, Webmaster, Chapter Advisor, Government Liaison, Chapter
Historian, NPW Coordinator, Assistant Treasurer, Program Chair, Director of Sponsor Relations,
Hospitality Chair, Community Relations Director and such other directors as may be appointed
in accordance with the provisions of this Article.

5.07 Service. No member of the Board of Directors of the Richmond Chapter of the APA shall serve on any other local Chapter Board simultaneously.

ARTICLE VI - OFFICERS

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. Any elected officer should not hold more than one board
position at a time, unless deemed necessary by the Board of Directors.

6.02 Election and Term of Office. Each officer shall hold office until the end of the calendar
year and shall be elected for a two year term. The members at the Annual meeting of the
membership shall elect the designated 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. 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 as
deemed by the Board of Director's, may be removed from office by majority vote of the Board of
Director's and must be so notified.

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
have served on the Board of the Richmond Chapter within the last five years. The President shall serve a two year term and can not serve two consecutive terms.

Responsibilities:

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.
5. Coordinate and update information with National as needed.
6. Other duties as deemed necessary by the Board of Directors.

 

6.06 Immediate Past-President: The Immediate Past- President shall be an active member in
good standing. The Immediate Past-President shall serve a two year term.

Responsibilities:

1. Serve as Chair to the Payroll Hall of Fame Committee which is to be made up of current and past presidents in good standing.
2. Duties as assigned by current president.
3. Coordinate and update information with National as needed.
4. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.07 President-Elect. The President-Elect shall be an active member in good standing. The
President-Elect shall serve a two year term at the end of which is moved into the Presidency.

Responsibilities:

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.
5. Coordinate and update information with National as needed.
6. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.08 Vice President.

Responsibilities:

1. Preside over meetings in the absence of the President and President-Elect.
2. Assist the President and President-Elect in the course of their duties.
3. Coordinate annual election process.
4. Oversee social events and oversee the program committees and program facilities.
5. Coordinate and update information with National as needed.
6. Other duties as deemed necessary by the President and/or the Board of Directors

 

6.09 Secretary (Recording and Corresponding).

Responsibilities:

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-Elect and Vice President.
4. Maintain and disburse the official bylaws of the Chapter.
5. Coordinate Chapter communications. Compile, print and distribute Paydirt.
6. Coordinate and update information with National as needed.
7. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.10 Treasurer.

Responsibilities:

1. Maintain accurate checkbook as per guidelines in section 7.04.
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. Compile annual budget based on input from other Directors.
5. Coordinate external periodic audits as requested by the Board of Directors.
6. Coordinate and update information with National as needed.
7. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.12 Director of Professional Development.

Responsibilities:

1. Relay Career Development and Job Information to the membership.
2. Oversee the development of the chapter members in their career growth.
3. Coordinate and update information with National as needed.
4. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.13 Director of Membership.

Responsibilities:

1. Establish and lead Membership Committee.
2. Maintain membership database and mailing lists.
3. Responsible for nametags and sign in sheets at meetings.
4. Responsible for registration table at meetings.
5. Coordinate and update information with National as needed.
6. Other duties as deemed necessary by the President and/or the Board of Directors.

6.14 Director of Membership Recruitment.

Responsibilities:

1. Establish and lead Membership Recruitment Committee.
2. Recruit prospective members.
3. Coordinate annual membership drive.
4. Coordinate and update information with National as needed.
5. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.15 Webmaster/Communications.

Responsibilities:

1. Maintains and updates Chapter's Website on a continual and constant basis.
2. Systems advisor for software and other electronic capabilities and maintains equipment.
3. Coordinates Chapter communication with members and social and mass media.
4. Coordinate and update information with National as needed.
5. Other duties as deemed necessary by the President and/or the Board of Directors.
 

6.16 Chapter Advisor.

Responsibilities:

1. Provide guidance and support to the President and Board of Directors as requested.
2. Coordinate and update information with National as needed.
3. Other duties as deemed necessary by the President and/or the Board of Directors.

6.17 Government Liaison.

Responsibilities:

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.
4. Coordinate and update information with National as needed.
5. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.18 Chapter Historian

Responsibilities:

1. Coordinate all COTY activities for the Chapter each year. Prepare write-up and send to National Headquarters by annual deadline.
2. Coordinate all Pictorial activities for the Chapter each year. Prepare and submit entry to National.
3. Collect and maintain Historical Documents.
4. Ensure that all appropriate pictures are taken and properly archived for Chapter events.
5. Coordinate and update information with National as needed.
6. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.19 NPW Coordinator

Responsibilities:

1. Coordinate all National Payroll Week activities for the Chapter each year.
2. Coordinate and update information with National as needed.
3. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.20 Director of Sponsor Relations

Responsibilities:

1. Establish and coordinate relationships with sponsors to obtain financial sponsorship for
website and all Chapter activities each year.
2. Coordinate and update information with National as needed.
3. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.21 Director of Community Services

Responsibilities:

1. Establish and oversee Community Outreach activities and programs.
2. Coordinate and update information with National as needed.
3. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.22 Assistant Treasurer

Responsibilities:

1. Assist Treasurer in the performance of their duties perform the duties of the Treasurer in their absence.
2. Coordinate and update information with National as needed.
3. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.23 Program Chair

Responsibilities:

1. Coordinate Chapter meetings and establish agenda.
2. Acquire speakers for approved topics.
3. Coordinate facilities with Vice President.
4. Coordinate social events.
5. Coordinate necessary meeting materials.
6. Coordinate and update information with National as needed.
7. Other duties as deemed necessary by the President and/or the Board of Directors.

 

6.24 Hospitality Chair

Responsibilities:

1. Greet members at meetings.
2. Assist membership if needed.
3. Coordinate communication with members during personal events, bereavements, etc.
4. Acquaint new members with meeting and Chapter protocol.
5. Coordinate speaker gifts, door prizes, banners, etc.
6. Coordinate and update information with National as needed.
7. Other duties as deemed necessary by the President and/or the Board of Directors.

 

ARTICLE VII - CONTRACTS, CHECKS, DEPOSITS AND FUNDS

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 or Assistant Treasurer and countersigned by the President or President-Elect or a of the Chapter.

7.03 Budget. A budget shall be compiled by the Treasurer and/or Assistant 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 within a week of
receipt by the Treasurer or Assistant Treasurer 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 Payments. Payments shall be made within two weeks, after approval of such request.

7.06 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  - AMENDMENTS

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 regularmembership.

ARTICLE IX -  ETHICS

9.01 Code of Ethics.

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; To strive for perfect compliance, accuracy and timeliness of all payroll activities; To keep abreast of the state of the payroll art with regard to developments in payroll technologies; To be current with legislative developments and actions on the part of regulatory bodies, insofar as they affect payroll; To maintain the absolute confidentiality of payroll within the procedures of the employer; To refrain from using Chapter activities for one's personal self-interest or financial gain; To take as one's commitment the enhancement of one's professional abilities through the resources of the American Payroll Association; To support one's fellow Payroll Professionals, both within and outside one's organization; Support the mission and vision of National APA.

ARTICLE X - DISSOLUTION

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.