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APICS is the premier professional association for supply chain and operations management
Revised and approved May 2012
1 ARTICLE I – IDENTIFICATION AND AFFILIATION
1.1 Section 1
The name of this corporation shall be Akron Area Chapter of APICS.
1.2 Section 2
This chapter shall be affiliated with the international organization known as APICS.
1.3 Section 3
This chapter is chartered by the State of Ohio as a “not for Profit Corporation”. The officers and Board of Directors shall be responsible for maintaining this non-profit status in accordance with all State of Ohio and Federal statutes.
2 ARTICLE II – PURPOSES
2.1 Section 1
To foster and maintain the highest standards of ethics, education and attainments in the profession of production and inventory control.
2.2 Section 2
To provide a means of mutual exchange of problems and ideas in the profession of production and inventory control.
2.3 Section 3
To promote education and research programs at local levels.
2.4 Section 4
To promote the advancement of operations management, to aid in the development of industry, and assist industry in keeping abreast of the latest techniques and systems in the profession of operations management.
3 ARTICLE III – MEMBERSHIP
3.1 Section I – Classes and Voting Privileges
1. Chapter membership categories will be consistent with the existing membership types as defined by the international organization of APICS Inc.
2. In addition, the chapter may designate an honorary member. This would be a person determined by the Chapter Board of Directors to have made an exceptional contribution to the profession of production and inventory control. Only one honorary member may be elected per year. An honorary member has the same voting privileges as a chapter member.
3.2 Section 2 – Application for membership.
Application for membership shall be made by submitting the proper membership form along with the annual dues to the Director of Membership or directly to the society.
3.3 Section 3 – Transfer
Transfer of affiliation from one chapter to another shall be made with the approval of the Chapter to which the member is transferring. Affiliation with the original chapter shall continue until the transfer is in effect. The original chapter retains any remaining proportion of the dues through the end of the membership year.
3.4 Section 4 – Resignation
A member may withdraw from the chapter at any time. Notice is to be given in writing to the chapter secretary. Any refund of unexpended dues will be waived by the member.
3.5 Section 5 Termination
1. A member shall be defined as in good standing with the chapter if that member is in good standing with APICS International.
2. Membership may be terminated by a two-thirds affirmative vote of the entire Board of Directors. A personal appearance of the accused member before the Board vote must be granted if requested by the member. A person expelled through process of this procedure is not eligible for re-election to membership.
3.6 Section 6 – Membership Dues.
The annual dues shall be paid in advance for the year commencing with the member’s anniversary date or with the application for membership. Chapter dues, included with the annual dues, will be established and may be changed by the Board of Directors.
4 ARTICLE IV – OFFICERS
4.1 Section 1
The elective officers of the chapter and their duties shall be as follows:
1. President: The President shall be the Chief Executive Officer of the corporation and shall, subject to the control and approval of the Board of Directors, have general supervision, direction, and control of the business, finances and offices of the chapter. The President shall preside at all meetings of the membership and the Board, and be ex-officio a voting member of all committees, and must receive a copy of all correspondence and/or reports.
2. Vice President: The Vice President shall preside in the absence of the President at all membership and Board of Directors meetings and shall be the Chief Executive Officer in the absence, incapacity, or removal of the President. The Vice President shall have special duties and assignments as determined by the President or Board of Directors. The Vice President shall chair the nominating committee.
3. Secretary: The Secretary shall record and distribute minutes of all Board of Director meetings and the annual membership meeting within 21 days of the meeting, and:
a. Act as custodian of all corporate and chapter records for the fiscal year, other than those maintained by the Treasurer.
b. Prepare chapter correspondence when necessary.
4. Treasurer: The Treasurer shall be responsible for tracking all monies and assets of the chapter and shall see that all monies are deposited as quickly as possible in chapter accounts, shall see that all chapter ledgers and accounts are maintained with current normal accounting practices and that:
a. Ledgers shall be open at reasonable times and places to an interested member.
b. A written monthly financial report submitted to the Board of Directors at their monthly meeting.
c. Arrange for a yearly audit of the chapter accounts or after a change of officer.
d. Obtain budgets each fiscal year from each officer and committee chairman.
4.2 Section 2
The term of office for each officer shall be one (1) year from June 1 through May 31.
4.3 Section 3
An officer may serve consecutive terms in the same office.
4.4 Section 4
Officers shall be elected at the annual meeting by a majority vote of all eligible members present.
4.5 Section 5
Nominations for officers shall be submitted to the Nominating Committee Chair thirty (30) days prior to the annual meeting and only with the nominees’ approval.
4.6 Section 6
Office vacancies may be filled by appointment of the Chapter Board of Directors as they occur.
4.7 Section 7
Complete detailed functions, duties and goals of the chapter officers are defined in the APICS Manual for Presidents / Incoming Presidents and supplemented by any Akron Area APICS chapter operating procedures.
5 ARTICLE V – BOARD OF DIRECTORS
5.1 Section 1
Subject to the limitations of the Articles of Incorporation, State of Ohio, of these By-Laws and of Federal non-profit corporation laws and regulations, all corporate responsibilities and powers shall be exercised by or under the authority of, and the business affairs of the corporation shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Directors shall have the following:
1. To conduct, manage and control affairs, properties, monies and business of the corporation, and to make rules and regulations in conformance with federal laws, the Articles of Incorporation, or the By-Laws.
2. To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, and/or other evidences of debt and securities.
5.2. Section 2
The chapter Board of Directors shall be composed of the following:
1. The Chapter Officers
2. The most recent Past-President
3. Five (5) chapter members from the general membership elected at the Annual Meeting as are the Officers. These positions shall consist of the Directors of Education, Marketing, Membership, Programs, and Student Affairs.
4. Up to three (3) Directors-at-Large who would work with Directors of Education, Marketing, Membership, Programs, and Student Affairs or as assigned by the President or Board of Directors. These positions would be either elected at the Annual Meeting or appointed by the Board of Directors.
5.3 Section 3
The term of office for all officers and directors shall be identical with the fiscal year (June 1 through May 31) or until their successors are elected or appointed.
5.4 Section 4
A quorum of the Board of Directors shall consist of a simple majority of the Board and shall be required to conduct all chapter business except By-Laws amendments.
5.5 Section 5
The Board shall have the power to approve proposed amendments to the Chapter By-Laws, only by an affirmative vote of two-thirds (2/3) of the Board.
5.6 Section 6
The Board shall have the power to appoint new Officers and Board members when vacancies occur and when an office or Board directorship has no nomination at election time.
5.7 Section 7
The Board of Directors, except as otherwise provided in these By-Laws, may authorize any officers or agent to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and said authority may be general or confined to specific instances, and unless so authorized by the Board of Directors, no officer, agent, employee, or member shall have the power or authority to bind the corporation by any contract or engagement, or to pledge its assets or credit or to render it liable to any purpose or for any amount over $50.00
6 ARTICLE VI – MEETINGS
6.1 Section 1
All corporation membership meetings and Board of Directors’ meetings will be held in the Greater Akron area at any specific location designated by the Board of Directors.
6.2 Section 2
Chapter membership meetings shall be in sufficient quantity to meet or exceed the minimum required by the partner agreement with corporate APICS.
6.3 Section 3
Regular meetings shall consist of plant tours, workshops or educational meetings. The Board of Directors must approve meetings speakers and any deviations in the meeting schedule.
6.4 Section 4
Any number of members attending the annual or a Chapter meeting shall constitute a quorum.
6.5 Section 5
Special meetings may be called at any time by the President, the Board of Directors or by written petition, to the chapter Secretary, of one-fourth (1/4) of the voting membership of the chapter.
6.6. Section 6
Annual meetings shall be held on the in May each year. The order of business shall include the following:
a. President’s Report
b. Treasurer’s Report
c. Committee Reports
a. Election of Officers and Directors of the Board
b. Installation of Officers and Directors of the Board
c. Committee Reports
d. President-Elect’s Comments
2. Membership Discussion Period
6.7 Section 7
Over the chapter’s fiscal year, a minimum of 4 Board of Directors’ meetings shall be held. Robert’s Rules of Order are used to conduct the meetings.
6.8 Section 8
Notice of meetings
1. Notice of regular and annual meetings shall be made in the chapter newsletter and / or chapter website by the Director of Publicity. Contact shall be made no later than (2) weeks prior to the date of the meeting.
2. Notice of the special meetings shall be made by the chapter Secretary no later than two (2) weeks prior to the date of the meetings.
3. Notice of the Board of Directors’ meetings shall be made by the chapter President no later than two (2) weeks prior to the date of the meetings.
7 ARTICLE VII – COMMITTEES
7.1 Section 1
The chapter shall have six (6) standing committees:
7.2 Section 2
Each standing committee shall be chaired by one of the elected Directors of the Board.
7.3 Section 3
Special committees may be formed by the recommendation of the President, the Board of Directors, or any standing committee.
7.4 Section 4
Committee members shall be selected from the membership by the respective committee chairperson.
7.5 Section 5
The duties of the committees shall be defined by the Board of Directors and administered by the committee chairperson.
8 ARTICLE VIII – BUDGETS
8.1 Section 1
Each fiscal year, prior to the March meeting of the Board of Directors, each officer and committee chairman shall prepare a budget for their position for the next fiscal year; show income and expenses by months; and submit these to the President.
8.2 Section 2
The President and Treasurer shall prepare and have available at or prior to the May Board meeting a Chapter budget and projected cash flow. These must be approved by the Board.
8.3 Section 3
Approval of budget by the Board of Directors authorizes expenditures unless noted or specified by the Board.
9 ARTICLE IX – COMPENSATION AND DISSOLUTION
9.1 Section 1
No member, committee member, officer, employee, or other person, whether or not connected with the corporation, shall receive at any time any of the net earnings from its operations.
1. However, this shall not prevent the payment of reasonable compensation for services rendered to or for the corporation in effecting any of its purposes.
2. No private person shall share in the distribution of any of the corporate assets upon dissolution of the corporation.
a. Upon the dissolution of the corporation, the Board of Directors shall make provision for payment of all of the liabilities of the corporation. With the fulfillment of the liabilities of the corporation, the remaining assets are to be distributed to the APICS Educational and Research Foundation.
b. In the event the APICS Educational & Research Foundation is no longer functioning, the Board of Directors may determine the amounts and proportions of such assets to be distributed, and what institutions shall receive them, and may impose terms and conditions with respect to the use of such assets. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principle office of the corporation is then located, exclusively for such purposes or to such organizations as said Court shall determine which are organized and operated exclusively for such purposes.
10 ARTICLE X – AMENDMENT TO BY-LAWS
10.1 Section 1
Amendments to these By-Laws may be proposed by any member of the Akron Area Chapter of APICS in writing to the Board of Directors no later than three (3) weeks prior to any Board of Directors’ meeting.
10.2 Section 2
An amendment must be approved by two-thirds (2/3) of the voting members of the Board.
11 ARTICLE XI – ELECTION PROCEDURES
11.1 Section 1
The election of any chapter Officers and Directors shall be held annually in May.
11.2 Section 2
The slate of candidates shall be provided to the membership prior to the Annual Election meeting.
12 ARTICLE XII – PROCEDURE
12.1 Section 1Whenever applicable, Robert’s Rules of Order, Newly Revised, shall determine the conduct of business in all meetings of the corporation and its governing bodies and committees, except where these rules would be inconsistent with the Articles of Incorporation or these By-Laws.
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