ARTICLE I – NAME
The name of the corporation shall be APICS London & District Chapter Inc., hereinafter referred to as “London & District Chapter”.
It shall be a not-for profit corporation and no part of the net earnings shall benefit any individual member.
ARTICLE II – DEFINITIONS
A. APICS shall mean American Production and Inventory Control Society, also known APICS The Association for Operations Management
B. Board shall mean the London & District Chapter Board of Directors.
C. Policy shall mean the stated position of London & District Chapter on a particular matter.
D. Procedure shall mean the rules adopted by London & District Chapter and approved by the London & District Chapter Board of Directors to carry out policies.
E. Director shall mean a member of the London & District Chapter Board of Directors.
F. Officer shall mean an Officer of the corporation
G. ASC shall mean APICS Affiliated Student Chapter. (If applicable)\
ARTICLE III – PURPOSES
London & District Chapter is organized and shall be operated for the following purposes:
A. To foster and maintain high standards in the field of operations management.
B. To provide the opportunity for our members and community to exchange ideas in the field of operations management (by means of various events).
C. To promote educational programs.
D. To build and maintain a strong relationship with our student chapter(s).
E. To establish an awareness and recognition among leaders of industry in the field of operations management.
ARTICLE IV – MEMBERSHIP
Membership shall be as defined by APICS.
A. APICS members whose chosen affiliation is London & District Chapter shall be considered to be voting members of the chapter.
B. Membership becomes effective upon receipt of confirmation from APICS.
C. The London & District Chapter Board of Directors may recommend the suspension or termination of membership to APICS, with cause.
1. This shall not be done until the member has been given an opportunity to explain the offending action.
2. A suspended member shall have an inactive status and will not be considered a voting member of London & District Chapter.
ARTICLE V – MEMBERSHIP MEETINGS
A. A regular meeting of the membership shall be held at a place and time as the Board of Directors shall decide.
1. Unless otherwise indicated in writing, the last Professional Development meeting of the fiscal year shall also be the chapter’s annual general meeting.
B. Special meetings of the membership may be called by the chapter president, by a majority of the Board of Directors, or by a written petition of not less than one-tenth of all members authorized to vote.
C. The quorum for regular and special meetings shall be those in attendance.
ARTICLE VI – DUES
The annual membership dues for each class of membership shall be set and collected by APICS.
No additional monies will be collected by London & District Chapter that would be considered to be part of membership dues.
ARTICLE VII - BOARD OF DIRECTORS
A. The control and management of the affairs, property and funds of London & District Chapter shall be vested in the London & District Chapter Board of Directors.
B. The board shall consist of the elected Officers and elected and appointed Directors of London & District Chapter (Reference Articles VIII and IX).
C. Each voting member of the Board of Directors shall have one vote, regardless of the number of portfolios held.
D. No more than twenty-five (25) percent of the Board of Directors shall be from any one firm.
E. At, or before, the last Board of Directors meeting of each year, the business agenda shall include, but not be limited to, approving a budget for the ensuing year.
F. Meetings of the Board of Directors
1. Regular meetings of the Board of Directors shall be held not fewer than five (5) times during each calendar year, as called by the majority of the board members.
2. Special meetings of the Board of Directors may be called at any time by petition of the majority of the Board of Directors or the President.
3. The quorum at regular and special meetings shall consist of fifty (50) percent of the board.
4. All motions require a majority of the votes of the quorum to be passed. In the event of a tie, the President shall cast the deciding vote.
5. Any one or more members of the Board of Directors may participate in meetings of the board by means of a conference telephone or similar communication equipment. Participation by such means shall constitute presence in person at a meeting.
6. All voting members of the Board of Directors must be APICS members in good standing.
ARTICLE VIII – OFFICERS
A. The officers of London & District Chapter shall be as follows: President, Vice-President Finance, Vice-President Education and Executive Vice-President. The officers are part of the Board of Directors.
B. The officers shall be the signing officers for all banking activities.
C. The term of office for the officers, with the exception of the President, shall be one (1) fiscal year following their election. The term of office for the President shall be (2) fiscal years following their election.
1. In the event that an Officer’s position is vacant, the President shall appoint a replacement to the position for the balance of the fiscal year.
2. In the event that the President resigns or is removed, the Executive Vice-President shall assume the position of President for the balance of the fiscal year. The position of President shall be open at the next elections.
ARTICLE IX – DIRECTORS
1. Directors are elected from the membership, with the exception of:
a. Past-President: The immediate Past-President shall be a voting member of the Board of Directors until a new President is elected. If the immediate Past-President resigns from the Board of Directors, the position shall remain vacant.
b. Student chapter president: The ASC President, elected by the ASC, shall be a voting member of the London & District Chapter Board of Directors (if applicable).
c Faculty advisors to the student chapters shall be appointed as ex-officio and non-voting members of the Board of Directors (if applicable).
2. Officers are also Directors.
1. The term of office for directors shall be for one (1) fiscal year, unless stated otherwise, following their election or appointment.
C. At a regular or special meeting of the board, a Director may removed, for or without cause, by a two-thirds vote of the entire Board of Directors.
1. A vote for removal for cause shall not be taken until the Director has been given advance written notice of the reasons for removal and an opportunity to be present and heard at the board meeting at which such matter shall be considered.
1. No voting member of the Board of Directors shall receive compensation for services rendered.
a. Members of the Board of Directors may also be part of the chapter’s instructor roster. Revenues received as an APICS instructor are not considered to be compensation as a Director.
1. In the event of a vacancy during the fiscal year, the President shall appoint a replacement based on a recommendation of the Officers.
ARTICLE X – ELECTION OF OFFICERS AND DIRECTORS
1. All candidates shall be voting members of APICS.
1. Elections shall be held at the September Board of Directors meeting, which shall be open to the membership.
2. The date of the September’s Board of Directors meeting will be published at least 30 days prior to the meeting.
3. Nominations from the floor will be recognized if the nominee is present or if a letter of willingness to serve is received by the Board of Directors
4. Members are elected to the position of Director, by vote or by acclamation, to the Board of Directors.
5. Directors are elected to the position of Officer, by vote or by acclamation.
1. Directors- and Officers- elect shall join the existing Board of Directors as ex-official members until the end of the fiscal year.
ARTICLE XI – DUTIES OF OFFICERS
A. The President shall be the chief elected officer and shall preside over all annual and special meetings of the membership and the Board of Directors.
B. The Executive Vice-President shall perform all the duties of the President during the President’s absence.
C. The Vice-President Finance shall be the financial officer of London & District Chapter
1. The Vice-President Finance shall ensure that the board is kept apprised of London & District Chapter’s financial condition on a timely basis.
D. Other duties of Officers may be assigned by the President.
ARTICLE XII - COMMITTEES
A. Committees may be appointed by the President to accomplish general purpose or special projects of the chapter.
B. Committees may be chaired by persons other than the Board of Directors.
C. A member of the Board of Directors shall be a member of each committee.
D. Committees shall not have fiscal autonomy, other than as directed by the Board of Directors. Any committee decisions having financial implications shall be made by the Board of Directors.
ARTICLE XIII - PARLIAMENTARY AUTHORITY
A. Unless otherwise specified by the President, Robert’s Rules of Order, revised, shalldetermine the conduct of busines s in all meeting of London & District Chapter and its committees, except where these rules would be inconsistent with the London & District Chapter Articles of Incorporation, London & District Chapter Bylaws, or APICS Bylaws.
B. The standing rules may be temporarily suspended by a two-thirds vote of those present at any meeting of the Board of Directors.
C. The chapter’s Board of Directors shall be the authority for the interpretation and application of these Bylaws.
D. Board of Director, special and general meetings are open to the chapter’s membership.
ARTICLE XIV - DISSOLUTION
A. The chapter shall use its assets only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds or other assets shall inure or be distributed to the members of the chapter.
B. On dissolution of the chapter, any funds remaining or other chapter assets are to be redirected to one or more APICS chapters within the geography of the disbanding chapter.
ARTICLE XV – AMENDMENT TO BYLAWS
A. Amendments to these bylaws shall be proposed in writing to the chapter Board of Directors by a special bylaws committee or by a request signed by ten (10) percent of the members in good standing.
B. Members will be notified of all bylaw changes. Members in dispute of these changes should notify the board in writing within thirty (30) days. If ten (10) percent of the members dispute the bylaw amendment, the amendment will be taken to a vote.
C. An affirmative vote of two-thirds of the members voting shall be required for the adoption of an amendment to these bylaws.
DATE OF ORIGINAL ISSUE: June 27, 2009
LAST REVISED: June 26, 2012
AMENDMENT PROPOSAL: November 1, 2012