Bylaws

Bylaws of the Public Relations Society of America, Las Vegas Valley Chapter
Adopted September 16, 2025

A copy of these bylaws can be downloaded here.

ARTICLE I - GENERAL

Section 1. Name. The name of this not-for-profit non-charitable professional organization is Public Relations Society of America, Las Vegas Valley Chapter (“Chapter”). This is a chapter of the Public Relations Society of America, Inc. (“Society” or “PRSA”). 

Section 2. Objectives. In accordance with the purposes of PRSA as set forth in the Society’s articles of incorporation and bylaws, the objectives of this Chapter shall be to advance the standards of the public relations profession and to provide members with professional development opportunities through continuing education programs, information exchange forums and research projects conducted on the national and local levels.

Further, the Chapter, its board, officers and members shall support and adhere to the bylaws, purposes, code of ethics and all applicable policies and procedures established by the Society.

Section 3. Restrictions. All policies and activities of the Chapter shall be consistent with:

• applicable federal, state and local antitrust, trade regulation or other requirements; and

• tax-exemption requirements imposed on the Society under Internal Revenue Code Section 501c(6), including the requirements that the Chapter shall not be organized for profit and that no part of its net earnings shall benefit any individual.

ARTICLE II - MEMBERSHIP

Section 1. Membership Eligibility. Membership in the Chapter is limited to individuals in good standing with the Society who have paid membership dues to the Chapter.

Section 2.  Retirement Status. Any member of the Chapter who meets PRSA's retirement status outlined by the Society shall enjoy all the rights and privileges of membership upon payment of Chapter dues.

Section 3. Termination of Chapter Membership. Any Chapter member who ceases to be a member of the Society or is dropped from PRSA's roll for non-payment of dues, will cease to be a member of the Chapter and will be dropped from the Chapter roll. If a Society member does not elect to be a Chapter member and/or does not pay Chapter dues, the member will remain a PRSA member but not a Chapter member.

Section 4. Rights and Privileges of Membership. Rights and privileges of membership include voting rights to elect the Chapter Board of Directors and to approve any changes to the Chapter Bylaws. Membership carries with it an obligation to pay all applicable financial obligations as provided in these bylaws and as determined by the board. A member’s financial obligations to the Chapter are separate from those owed the Society.

Section 5. Dues. The amount of Chapter dues shall be fixed annually by the Chapter's Board of Directors. Rates for Chapter dues for retired members, who are recognized as such by the Society, will be reduced by 50 percent.

Section 6. Nonpayment of Dues. In accordance with PRSA policy, any member whose Chapter dues are unpaid for one month shall be considered not in good standing and shall not be entitled to vote, hold office or enjoy other privileges of Chapter membership.

ARTICLE III - OFFICERS AND BOARD OF DIRECTORS

Section 1. Scope. The affairs of the Chapter are managed by its Board of Directors. It is the Board’s duty to carry out the objectives and purposes of the Chapter and it may exercise all powers of the Chapter. The Board is subject to the restrictions and obligations set forth in these bylaws and the Society’s bylaws, policies and procedures and code of ethics.

Section 2. Board Composition. The governing body of the Chapter shall be of a Board of Directors consisting of at least nine members. If there are more than nine members, it shall be an odd number of members. The Board shall be comprised of the President, President-elect, Secretary, Treasurer, Immediate Past President, PRSA Assembly Delegate(s), Ethics Officer and at least three Directors-at-large. 

Section 3. Chapter Officers. The officers of the Chapter shall be President, President-elect, Secretary, Treasurer, Ethics Officer and Immediate Past President.

Section 4. Term. The positions of President-elect, Secretary, Treasurer and Ethics Officer shall be elected annually by the membership. Their term shall commence on January 1 and continue until their successors have been duly elected and installed. The President-elect shall assume the role of President after serving a one-year term as President-elect or in the event the President position becomes vacant for any reason. After their term as President, they shall serve a one-year term as Immediate Past President. No officer, except for Treasurer, having held the same office for two successive terms shall be eligible to succeed themselves in that office. The Treasurer may, if nominated and elected, serve up to three successive terms. 

Section 5. President. The President shall preside at all meetings of the Chapter and of the Board of Directors. The President shall serve as the primary contact for communications with the Society. The President shall also coordinate the annual Board retreat and appoint all committees with the approval of the Board of Directors. The President shall be an ex officio member of all committees including the Nominating Committee. The President shall perform all other duties of the office assigned by the Board.

Section 6. President-elect. The President-elect shall, in the absence or inability of the President, exercise the powers and perform the duties of the President. The President-Elect shall also head the Nominating Committee. The President-Elect shall assist the President and perform such other duties as assigned by the Board.

Section 7. Secretary. The Secretary shall keep records of all meetings of the Chapter and of the Board, handle reporting and correspondence to the Society and the Western District, issue notices of all meetings, maintain the membership roll and perform all other duties assigned to the office.

Section 8. Treasurer. The Treasurer shall receive and deposit all Chapter funds in the name of the Chapter into a financial institution selected and approved by the Board of Directors within two weeks of receipt. The Treasurer shall issue receipts and make authorized disbursements according to the Chapter’s financial policies and procedures. The Treasurer shall prepare the Chapter’s budget, make regular financial reports to the Board, submit an annual financial statement to the Board by its first meeting of each fiscal year and perform all other duties assigned to the office. The Treasurer shall also supervise the progress of the Finance, Scholarship and Sponsorship Committees, reporting to the Board on their activities and gaining necessary approvals.

Section 9. Ethics Officer. The Ethics Officer shall provide consultation and advice to the Board and Chapter members concerning ethical practice and behavior based on the PRSA Code of Ethics and in consultation with the PRSA Board of Ethics and Professional Standards (BEPS). The Ethics Officer shall be responsible for the Chapter’s ethics education activities. The Ethics Officer shall be a member in good standing and hold the Accreditation in Public Relations (APR) credential or be a current or former member of the Chapter’s Board.

Section 10. Immediate Past President. The Immediate Past President shall provide, upon request, advice and leadership to the Board regarding past practices and other matters to assist the Board in governing the Chapter. The Immediate Past President serves as PRSA Leadership Assembly Delegate (subject to approval of the Chapter membership in the annual election process), participates in the Western District board, chairs the Chapter’s Professional Organization Liaison Committee (POLC), and serves on the Chapter’s Nominating Committee. The Immediate Past President shall also support the President and President-elect on an as-needed basis, assist in mentoring new Board members and perform such other duties assigned by the Board or the President. 

Section 11. Directors-at-Large. Directors-at-Large shall be elected by the Chapter membership during its annual election to serve a two-year term beginning January 1 and ending when their successors are elected and installed. Directors shall not serve more than two consecutive terms but may again be eligible for election after one year off the Board.

Section 12. PRSA Leadership Assembly Delegate(s). The PRSA Leadership Assembly Delegate(s) serve as the Chapter’s representatives at meetings of the PRSA Assembly and Western District Board meetings. The Immediate Past President and the Past President who immediately preceded them are nominated to serve as delegates, subject to approval of the Chapter membership in the annual election process. In the event either of these individuals does not accept the nomination, the Nominating Committee may nominate another qualified person. Delegates are elected by the Chapter membership for a one-year term beginning January 1 and ending when their successor is elected and installed. Delegates may serve up to three consecutive terms and may serve again after an absence of one year. To be eligible to serve as a PRSA Leadership Assembly delegate, a member must hold the Accreditation in Public Relations (APR) credential or be a current or former member of the Chapter’s Board. If a delegate is unable to participate in the PRSA Leadership Assembly, the President may appoint an alternate who meets the criteria for service.

Section 13. Public Relations Student Society of America (PRSSA) Liaison. The PRSSA Liaison serves as a non-voting member of the Board of Directors. The PRSSA Liaison coordinates with PRSSA and its student chapters at local colleges and universities to ensure the Chapter Board of Directors assists student chapters as needed.

Section 14. Vacancies. In the event of death, resignation, removal or expulsion of any Officer, Director or PRSA Leadership Assembly delegate, or in the event a Director-at-Large is elected to an officer position before completing their full term, the Board of Directors shall elect a successor who shall take office immediately and serve for the balance of the unexpired term.

Section 15. Removal or Resignation. 

1. Any member of the Board of Directors who misses more than three consecutive board meetings without an excuse acceptable to the Board of Directors will be given written notice of dismissal by the Chapter President and replaced in accordance with Section 14 above. 

2. Any director or officer may be removed by vote of: (1) two-thirds of the Chapter members voting at an in-person Chapter meeting where a quorum is present or (2) three-quarters of the full Board, excluding the Board member proposed for removal. Any Board member proposed to be removed must be provided with advance written notice, including the reason for the proposed removal and must have an opportunity to respond to the proposed removal in writing or in person.

3. Any director or officer may resign at any time by providing written notice to the Board. 

4. Any removal or resignation of an officer automatically results in removal or resignation from the Board. 

Section 16. Board Meetings. There must be at least six regular meetings of the Board of Directors at such times and places as it may determine. It may meet at the call of the President or upon call of any three members of the Board. Notice of each Board meeting must be given by mail, email or other mode of written transmittal to each Board member at least seven days prior to the meeting. Proxy voting is prohibited at Board meetings. 

Section 17. Quorum. A simple majority (50 percent plus 1) of the Board of Directors shall constitute a quorum of all meetings of the board.

Section 18. Compensation and Reimbursement. No Board member is entitled to any salary or other compensation. The Board may authorize reimbursement or stipends for Board members for expenses incurred in connection with the performance of their duties. 

ARTICLE IV - NOMINATIONS AND ELECTIONS

Section 1. Nominating Committee. There shall be a Nominating Committee of no less than three members, at least one of whom is accredited, appointed by the President no less than 60 days prior to the election. The committee is chaired by the President-elect and includes the two most recent past presidents and other Chapter members as determined by the President.

Section 2 – Nominations. The Nominating Committee must notify the membership 45 days prior to the election of a qualified nominee for each officer, director and PRSA Leadership Assembly Delegate position whose term is expiring. It will ensure that each nominee has been contacted and agrees to serve if elected. Members have 10 days to make additional nominations to the committee, provided the nominee(s) meets the requirements for service, has been contacted and agrees to serve if elected. Any additional nominations must each include five signatures of support from Chapter members in good standing. 

Section 3 - Notice to Membership. The President-Elect will forward a list of the nominees to Chapter members in good standing at least 30 days prior to the election and will designate a time for voting.

Section 4 – Elections. Elections will be conducted by email no later than November 15. Members will be notified via an email message containing a link to submit their vote. The election is by simple majority vote of the members in good standing who submit a vote. A majority of members in good standing must cast a ballot for the elections to be valid.

ARTICLE V - COMMITTEES

Section 1. Appointment and Dissolution of Committees. The Board may appoint and dissolve committees to carry out the affairs of the Chapter as the Board deems necessary. The Board will determine the duties of any such group, as well as the size and tenure. All committees established under this section are subject to the authority of the Board.

Section 2. Executive Committee. The President, President-elect, Secretary, Treasurer, Ethics Officer and the Immediate Past President constitute the Executive Committee, which is a committee of the Board. The Executive Committee exercises delegated management authority of the Board and subject to the direction and oversight of the Board, has the right to exercise the powers and authority of the Board in the intervals between Board meetings. 

Section 3. Committee Reports. The chair of each committee must report its activities regularly to the Board. All committee activities are subject to approval by the Board. 

ARTICLE VI - CHAPTER MEETINGS

Section 1. Chapter Meetings. The Chapter shall conduct regular membership meetings at least four times per year at such date, time and place as may be designated by the Board.  

Section 2. Special Meetings. Special meetings of the Chapter may be called by the President, the Board of Directors or upon request by 25 percent of the Chapter members.

Section 3. Quorum. A simple majority of the members of the Chapter shall constitute a quorum at any meeting of the Chapter.

ARTICLE VII - AMENDMENTS

These bylaws may be amended by a majority vote of the Chapter members provided such proposed amendment(s) has/have been approved by the Chapter's Board of Directors and sent via email to Chapter members in good standing at least 30 days prior to the vote. The Chapter President will designate a time and method for voting. Amendments adopted in accordance with this provision become effective only after approval by the PRSA Board of Directors.

ARTICLE VIII - MISCELLANEOUS

Section 1. Charter. The Chapter, its officers, directors and agents must conform with and maintain its charter and all Chapter affiliation requirements imposed by this Society.

Section 2. Books and Records. The Chapter shall keep books and records of its financial accounts, meeting minutes and membership list with names and contact information. The Chapter will make its books and records available to the Society upon request.

Section 3. Reports to the Society. Upon request, the Chapter shall submit to the Society any documents or reports required by the Society.

Section 4. Conflicts of Interest Policy. All officers and members of the Board of Directors shall abide by the Society’s conflicts of interest policy.

Section 5. Assets of Chapter and Dissolution. No member of the Chapter has any interest in, or right or title to the Chapter’s assets. Should the Chapter liquidate, dissolve or terminate in any way all assets remaining after paying the Chapter’s debts and obligations must be transferred from the Chapter’s bank account to the Society. In no event may any assets benefit or be distributed to any member, director, officer or employee of the Chapter.

Section 6. Nondiscrimination. In all deliberations and procedures, the Chapter must adhere to the Society’s nondiscrimination policy.

Section 7. Fiscal Year. The fiscal year of the Chapter is the calendar year.

Section 8. Remote Communications. To the extent permitted by law, any person participating in a meeting of the membership, Board or committee of the Chapter may participate by means of conference telephone or by any means of communication by which all persons participating in the meeting are able to hear and/or see one another and otherwise fully participate in the meeting. Such participation constitutes presence in person at the meeting.