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San Joaquin Chapter Bylaws

Approved by the San Joaquin Valley Chapter APICS
August 28, 2014

TABLE OF CONTENTS

SJVC APICS BYLAWS


Article I: ORGANIZATION.

Article II: PURPOSE.

Article III: KEY ROLES, DUTIES and CRITICAL TERMINOLOGY

Article IV: VISION, MISSION, QUALITY COMMITMENT, PRACTICES

Article V: MEMBERSHIP

Article VI: Dues and Funding

Article VII: Membership Meetings

Aritcle VIII: Directors

Article IV: BOARD OF DIRECTORS

Article X: Executive Committee

Article XI: VOLUNTEERS

Article XII: CODE OF ETHICS

Article XIII: PROHIBITION OF EARNINGS

Article XIV: BUDGETING:

Article XV: ELECTION OF PRESIDENT PROCEDURE

Article XVI: APPOINTMENT OF DIRECTORS

Article XVII: AMENDMENT TO BYLAWS PROCEDURE

Article XVIII: STRATEGIC BUSINESS PLAN

Article XIV: CONFLICT OF INTEREST

Article XX: INDEMNIFICATION

Article XXI: OUTSIDE CHAPTER RELATIONS

Article XXII: DISSOLUTION

Article I: ORGANIZATION

The legal, posted and recognized name of this Organization shall continue to be:



San Joaquin Valley Chapter APICS



Other acceptable terms shall be SJVC APICS, SJVC -APICS, San Joaquin Valley Chapter of APICS, or SJVC. Any other acceptable terminology must include reference to San Joaquin Valley Chapter.



The SJVC APICS does not maintain a permanent physical office. The permanent mailing address is:



San Joaquin Valley Chapter APICS

PO Box 4266

Visalia, CA 93278

United States of America




Article II: PURPOSE

The purposes of this chapter shall be:



a. To develop professional efficiency in resource management through study, research, and application of scientific methods.



b. To disseminate, by all appropriate means, general and technical information on improved techniques and developments.



c. To promote a professional attitude among its members and nonmembers toward an understanding and acceptance of the science of resource management, thereby advancing the general welfare of the industrial economy.

Article III: KEY ROLES, DUTIES and CRITICAL TERMINOLOGY

Note: It is referred to throughout these Bylaws that a Board of Director member normally uses the title of Director. In the event there are no candidates for these positions, the Chapter will not be held in violation.



PRESIDENT: The elected and empowered leader of the SJVC BOD and its entire membership. The President is a voting member at their discretion (See Article VIII) and represents the only legal vote in Pacific Western District issues. The President may, by proxy, authorize another BOD member to vote in their absence on Pacific Western District issues.





Duties of the Presidents include the following:



a. Shall preside at all meetings of the chapter and the board of directors.



b. Shall appoint all board of director members.



c. Shall be an ex-officio member of all committees except the nominating committee.



d. Shall appoint, with board approval, any office vacated by an officer to fill an unexpired term.



e. Shall appoint a nominating committee.



f. May sign all chapter checks authorized by the board drawn on the general fund as required and appropriate.



PRESIDENT ELECT: The President Elect by Bylaw decree automatically becomes the incoming President when the current President’s final term expires.



BOARD OF DIRECTORS (BOD): The Board of Directors of the San Joaquin Valley Chapter APICS is constructed from the offices of the current Directors and President. Each BOD member is authorized one vote on all motions brought before this body.



DIRECTOR ROLES: 



Duties of the Director of Education include the following:



a. Shall be responsible for organization and certification and education courses.



b. Shall be chairperson of the Education Committee.



c. Shall provide C-BAR information as required and appropriate.



Duties of the Director of PDM and Programs include the following:



a. Shall be responsible to schedule and coordinate professional development meetings (PDM).

b. Shall be responsible for schedule and coordinate facility tours.



c. Shall be responsible to schedule and coordinate seminars and other special events.



d. Shall be chairperson of the Program Committee.



e. Shall provide C-BAR information as required and appropriate.



Duties of the Director of Finance include the following:



a. Shall be custodian of the funds of the chapter and maintain such records as deemed necessary by the board of directors and chapter accountant.



b. Shall collect all dues and fees.



c. Shall perform other duties as required by the President.



d. Shall provide C-BAR information as required and appropriate.



Duties of the Director of Marketing include the following:



a. Shall be responsible for announcements of all professional events in Central Valley newspapers and other sources where possible.



b. Shall provide C-BAR information as required and appropriate.



Duties of the Director of Company Coordinators include the following:



a. Shall be responsible for maintaining an accurate list of Company Coordinators and communicating all professional events to them.



b. Shall provide C-BAR information as required and appropriate.



Duties of the Director of Newsletters include the following:



a. Shall be responsible to create, publish and distribute the monthly chapter newsletter by hard-copy or email.



b. Shall provide C-BAR information as required and appropriate.



Duties of the Website Administrator include the following:



a. Shall be responsible for organizing and updating the chapter website.



b. Shall provide C-BAR information as required and appropriate.



POLICY: Stated positions of San Joaquin Valley Chapter APICS on particular matters (i.e.; all statements in these Bylaws) unless otherwise stated, are Policy statements.



PROCEDURE: Rules adopted by the BOD to carry out Policy and Administration of the Chapter. These documents would be developed to meet the requirements of the bylaws and be maintained separately as rules of operation.



GUIDELINE: An information rule that describes the intent of a policy or the scope of a procedure.



ROBERTS RULES OF ORDER: The rules of governance at all San Joaquin Valley Chapter APICS BOD and Committee meetings.



QUORUM: A quorum is defined specifically to the area of need. A Quorum should not always be considered a physical majority. For the purpose of these Bylaws, a Quorum is viewed as enough of the group in question to ensure a sampling of how the “whole” would vote (e.g. a quorum of the entire membership of the chapter would be 2%, whereas a quorum of the BOD would be a simple majority).



PACIFIC WESTERN DISTRICT: There are 10 Districts in APICS National with 10 Chapters reporting San Joaquin Valley Chapter APICS reports to Pacific Western District, which represents most of the 10 Western States of APICS, including Hawaii. San Joaquin Valley Chapter APICS reports only to the Region Manager, not their staff.




Article IV: VISION, MISSION, QUALITY COMMITMENT, PRACTICES

Vision:



San Joaquin Valley Chapter APICS will be the premier supplier of quality education (materials and instruction) and consultation, in the field of Operations and Supply Chain Management. The goal is to delight our membership by meeting or exceeding their expectations for on-time and error-free education. This will be accomplished by a team of dedicated professionals, whose focus is teamwork using continuous improvement processes.



Mission:



San Joaquin Valley Chapter APICS will provide practical education, training, and career development to practitioners throughout the Operations and Supply Chain Management processes. Practitioners’ skills will be enhanced to empower them to attain a measurable and consistent improvement of quality and performance in their respective careers.





Quality Commitment:



In a changing business environment, providing QUALITY professional products and service is imperative for our business survival. As a matter of policy, the San Joaquin Valley Chapter APICS is committed to a process of continuous improvement. We continually seek to understand our customers’ requirements, and then deliver programs that meet or exceed their needs.





Practices:



1. Timely, error-free, education materials to potential and current members.



2. Membership involvement, development and satisfaction.

3. Reward and recognition for team and individual achievement.

4. Open, clear, and honest communication.

5. Fairness and honesty in all professional relationships.

6. Innovative approaches to the process of change.

7. Teamwork and winning spirit.

8. Practice continuous improvement concepts in all chapter processes.



9. Fiscal responsibility.

10. Develop and maintain product and service excellence.




Article V: MEMBERSHIP

Individual membership will grant members 100% of all benefits offered by San Joaquin Valley Chapter APICS. 




Article VI: Dues and Funding

In fulfilling its mission, San Joaquin Valley Chapter APICS will incur expenses as a normal part of doing business. Therefore, as a Not for Profit Society Chapter Affiliate, San Joaquin Valley Chapter APICS is authorized to charge annual membership dues in an amount determined by the Board of Directors and in accordance with National Bylaws.



San Joaquin Valley Chapter APICS is authorized to charge fees in providing (but not limited to) classes, seminars and facility tours. Non- Members may be charged higher rates to cover related expenses.




Article VII: Membership Meetings

The BOD must provide a ballot for the purpose of electing the President. The candidate for the office of President must make their intention to run for the role of President in written form by the first day of May to any current BOD member. The election ballot will contain the names of all candidates that submitted a written intention to run notification by the appropriate deadline. Volunteer membership eligibility to vote will be based on the April ending membership list. A quorum for the purpose of electing the President will be 5% of the entire membership of the chapter.



Board Members (Directors) will be appointed by the President for terms no later than June of each year. Terms will begin at “installation ceremonies” in an official public meeting to be held no later than September. Swearing in of newly elected officers can be performed by 1) an APICS Pacific Western District staff member, 2) a previous president of the San Joaquin Valley Chapter APICS, or 3) a respected member of the APICS community selected by the incoming President of San Joaquin Valley Chapter APICS.



See Section XVI for Election of Directors Procedures.



See Section XVIII on Amendment to Bylaws Procedures




Article VIII: Directors

The Chapter will have, but not be limited to, the following Executive positions:



* President

* Director of Education

* Director of Finance

* Director of Marketing

* Director of Company Coordinators

* Director of PDM & Programs

* Director of Newsletters

* Website Administrator



The President may create additional Director positions at his/her discretion and may appoint a Director during a current term of office. With the exception of the bylaws-stated Board positions, Directors’ positions may be eliminated by the President of the Chapter as needs change.



Removal of a bylaws appointed Board of Director member, requires a simple majority vote of the San Joaquin Valley Chapter APICS BOD in an officially called BOD meeting (written proxies are acceptable). This meeting can be called at the discretion of a majority of the BOD members or the President of the Chapter. If the President of the San Joaquin Valley Chapter APICS deems the situation an emergency, the President can call for an electronic meeting of the BOD and if a majority vote is achieved at that meeting, the Board member will be immediately removed from their position (immediate is defined as upon acceptance of the vote by the BOD).



The President may fill vacant BOD positions caused by resignation or removal of a Director from office for the balance of the remaining term with no vote necessary.



The San Joaquin Valley Chapter APICS does not have term limits for any Officer roles.




Article IV: BOARD OF DIRECTORS

Unless there is conflicting Policy in these Bylaws, Board meetings will be conducted according to Roberts Rules of Order (Latest Revision).



Board of Director meetings will be held at least quarterly at the date and time determined by the President.



Any “voting” BOD member that misses 3 or more meetings during their term of one year will be relieved of their duties, unless the President approves those absences.



The Directors have one vote each. The President has one vote but can choose to be a tie-breaking vote only at his/her discretion (e.g. tie breaker, bylaws issue, missing enough total votes to make a motion, etc). BOD members must be members of the San Joaquin Valley Chapter APICS.



The Secretary of the BOD Meetings is the person that shall take meeting minutes and distribute them electronically within one week after the adjourned BOD meeting.



There will be no meeting closed to San Joaquin Valley Chapter APICS Membership unless, by a majority vote of the BOD, it is decided that an issue is too sensitive or too volatile for the entire membership to attend. Hence, the BOD is authorized to close that meeting to the public. Said meeting, however, must still be announced and minutes at that meeting may be sealed with access only to the BOD.



It is Policy that all votes taken in meetings will be open to San Joaquin Valley Chapter APICS members. No meeting of San Joaquin Valley Chapter APICS will ever be clandestine.



The dates and times of the BOD meetings will be published to the membership. Emergency meetings may be held on specific issues. Decisions and votes taken at emergency meetings must be added to the minutes of the next scheduled BOD meeting.




Article X: Executive Committee

The President is authorized, but not mandated, to form an Executive Committee. This Executive Committee shall be comprised of the most critical positions on the BOD. The purpose of this Committee would be to discuss critical issues to the San Joaquin Valley Chapter APICS and aid in expediting issues through BOD meetings. The Executive Committee would normally be comprised of the President, Secretary, and President-Elect (if position is filled). It is also common for the President to request the immediate Past President sit in on the Executive Committee.




Article XI: VOLUNTEERS

While all Directors are unpaid volunteers, the term volunteer in this section refers to all Members and Non Members volunteering their time and energy to carry out the San Joaquin Valley Chapter APICS Mission. 



The BOD is authorized to provide as non-monetary incentives to volunteer participation:

* Certificates

* Free or reduced fees on classes, seminars or event attendance

* Titles, publicity or public commendation



The BOD may select any means, as required, for motivating and recognizing Volunteer support that does not represent direct cash payment (this shall include their agents or firms).



Special note: Hired agents may, by BOD vote, be paid to perform specific tasks that cannot or should not be performed by a volunteer.




Article XII: CODE OF ETHICS

It is the Policy of San Joaquin Valley Chapter APICS to uphold the APICS Code of Ethics, as contained in the APICS National Bylaws. These Code of Ethics are:



· To improve and maintain sound business practices and foster high standards of professional conduct.



· To hold in professional confidence any information gained of the business of a fellow member’s company, and to refrain from using such information in an unethical manner.



· To seek success without taking unfair advantage or utilizing questionable acts that would compromise my self-respect.



· To neither engage in nor sanction any exploitation of my membership, company or profession.



· To engage and cooperate in the exchange of knowledge and techniques for the mutual benefit of the profession.



· To be careful with criticism and liberal with praise. To build and not to destroy.



· Whenever doubts arise as to the right or ethics of a position or action, to resolve such doubt against myself according to generally accepted standards of truth, fair dealing, and proper etiquette.



· To maintain high personal standards of moral responsibility, character and integrity.



· To uphold the high levels of APICS as outlined in the Bylaws.



· This Code is repeated here in full for reference only. Should APICS update the above code, it is Policy that the new version takes precedent and will be incorporated into this section without a vote of the BOD required.




Article XIII: PROHIBITION OF EARNINGS

Presidents, Directors, and Volunteers will not receive monetary compensation from APICS, but may receive recognition, incentives or reimbursements as follows:



* Rewarding of non-cash incentives as outlined in Section XI

* Payment of customary speaker or instructor fees for classes and seminars.

* Reasonable payment for development of educational material.

* Payment for temporarily filling a paid staff vacancy.

* Reimbursement for all legitimate expenses incurred.



The BOD is authorized to pay customary fees to speakers and instructors as a normal cost of business in fulfilling its educational mission. It shall be considered customary and proper that a BOD member is paid for course instruction as the chapter would pay anyone to perform the same duties.



No President, Director or Volunteer will be paid for any services rendered unless clearly specified by these Bylaws.



The President and BOD may hire paid staff for administrative activities. These positions report to the President of the San Joaquin Valley Chapter APICS. Hiring and firing empowerment is given to the President for all paid administrative positions. These positions do not have a vote and are not a part of policy making.




Article XIV: BUDGETING:

The BOD is required to operate the Chapter in a financially responsible manner, following generally accepted business practices. It is essential that the Chapter be managed under the rules of a Not For Profit Organization. The BOD is required to have an audit performed annually. San Joaquin Valley Chapter APICS may also maintain the services of an outside accountant.



The President is responsible for creating the annual budget and reporting actual expenses and revenues at BOD meetings.



EXPENDITURES



The President and the BOD will develop, maintain and enforce policies and procedures for the process of authorizing expenditure of its funds. The President is empowered to authorize any level of expenditure within defined reasonable limits of those policies and procedures.



CONTINGENCY FUND



It is the goal of San Joaquin Valley Chapter APICS to attain and maintain 3 months working capital (surplus by Not For Profit definition), to cover chapter related expenses.




Article XV: ELECTION OF PRESIDENT PROCEDURE

The President of the San Joaquin Valley Chapter of APICS is elected for a one-year term and the candidate with the majority vote wins. Only current members of the San Joaquin Valley Chapter of APICS may cast a ballot for President. In the event of a tie for President, the BOD will vote to select the President from among the candidates that tied.



A President can be voted out of office if a 3/4 majority of the current directors and the Pacific Western District Manager agree the President needs to be removed from office. The BOD has 30 days from the time of this vote to conduct a special election for a replacement President. Only current members of the San Joaquin Valley Chapter of APICS may cast a ballot in a special election for a replacement President. In the event of a tie for special election for President, the Pacific Western District Manager will select the replacement President from among the candidates that tied.



In the interim, the Director of Education will temporarily assume the role of President.




Article XVI: APPOINTMENT OF DIRECTORS

Directors are appointed by and serve at the discretion of the Chapter President.




Article XVII: AMENDMENT TO BYLAWS PROCEDURE

Bylaws may be amended by a 2/3-majority vote of the BOD.



Finally, Bylaws may also be amended by petition: A member in good standing, desiring changes may obtain the signatures of 10% of the San Joaquin Valley Chapter APICS official members. The petitioned changes will be presented to the Board of Directors and would be mandated to vote on the issue if the petition meets requirements. This vote will stand unless it is proven that a violation of the Code of Ethics has been committed in the process. If this is considered the case, the petition is then submitted to the Pacific Western District Manager for reconciliation. If the issue is not resolved at this level, it is submitted to the APICS National President who will submit the issue to the Code of Ethics Committee.




Article XVIII: STRATEGIC BUSINESS PLAN

The San Joaquin Valley Chapter APICS is responsible for developing a Strategic Business Plan that has a rolling horizon of at least 3 years. This plan will look at current and future progression of the Chapter and said plan will lay the groundwork for defining steps that the Chapter must take for future growth. It is the responsibility of the BOD to ensure this plan is updated and in place at the end of each BOD term.




Article XIV: CONFLICT OF INTEREST

The San Joaquin Valley Chapter APICS strictly adheres to the Code of Ethics set forth by APICS National. The San Joaquin Valley Chapter APICS will not accept any violation of that code and will actively pursue the removal of any member who does not abide by its doctrine.




Article XX: INDEMNIFICATION

Indemnification is granted by APICS National Bylaws for any officer carrying out their duties a duly recognized APICS representative (See APICS National Bylaws Article XV, Section A)




Article XXI: OUTSIDE CHAPTER RELATIONS

San Joaquin Valley Chapter APICS may forge an alliance with any APICS Chapter that seeks a relationship. San Joaquin Valley Chapter APICS may endeavor to reach beyond its own Chapter assigned area to aid in any way possible the APICS cause, whether that chapter is local, regional, national or international. The San Joaquin Valley Chapter APICS also has free rein to forge long-term relationships (or alliances) with any other professional society outside the realm of APICS. These relationships may be formed because the chapter deems it beneficial to the future of the chapter and its membership.




Article XXII: DISSOLUTION

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 members of the chapter. On dissolution of the chapter, any funds remaining shall be donated to the Education and Research Foundation of APICS. Other chapter assets are to be donated to an APICS chapter within the District of the disbanding chapter. The District Manager’s approval must be obtained for the distribution of the asset to the chapter within the region.
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