Southwest Michigan Chapter Bylaws

We Manage APICS SWMI with Member-Focus

ARTICLE I. NAMES, AFFILIATIONS AND DEFINITIONS

The name of the corporation shall be APICS-Southwest Michigan Chapter Inc., hereinafter referred to as "Chapter". The chapter may also be referred to as the Kalamazoo chapter or Kalamazoo/Southwest Michigan Chapter.
The Chapter will be affiliated with APICS, The Association for Operations Management, hereinafter referred to as "Association".
The Chapter is organized as a not for profit organization and no part of the net earnings shall be distributed to the benefit of any individual member.
The term "Board" shall mean the Chapter Board of Directors.
The term "SOP’s" shall mean Chapter Board approved Standard Operating Procedures.

ARTICLE II. PURPOSES

The Chapter is organized and shall be operated for the following purposes:

To develop professional competency in Operations and Resource Management through study and application of scientific methods.
To promote a professional attitude in Southwest Michigan towards an understanding and acceptance of the science of Operations and Resource Management.
To disseminate general and technical information on improved techniques and developments through the promotion and delivery of educational programs.
To promote an awareness and recognition among industry leaders of the value of APICS contributions to the field of Operations and Resource Management.

ARTICLE III. MEMBERSHIP

Qualification and eligibility for Chapter membership shall follow the policies established by Association and shall be open to any Association member in good standing upon application and collection of Association and Chapter dues.
Classes of membership shall match those of the Association.
Termination:
1. A Chapter member shall be deemed terminated when that person is no longer carried on the Association’s membership rolls.
2. The Chapter Board of Directors may, with a majority vote of the entire Board, suspend or expel a member for cause according to the following provisions:
  1. The member is notified of the pending action and given the opportunity to respond to the charges.
  2. A suspended member shall be stricken from the membership roll and may be reinstated only by approval of a majority vote of the entire Board.
Transfer of membership: A person may transfer membership from one chapter to another by notifying Association. Association has established policies and procedures for chapter notification and dues distribution.

ARTICLE IV. PROFESSIONAL DEVELOPMENT MEETINGS

Regular Professional Development meetings will be held at locations and times designated by the president or Board approved designee for general education purposes.
The president, a majority of the Board or members of the Chapter, for the purpose of addressing a specific issue, may call special meetings. These meetings may include an annual strategic planning meeting and annual volunteer appreciation meeting.
A quorum for regular and special meetings shall be the members present. Each member in good standing shall have 1 vote. Members who are not in attendance cannot vote.

ARTICLE V. DUES

Annual Chapter dues, which are in addition to Association dues, are established by the Chapter Board of Directors. These fees will be used to cover chapter meeting and operational expenses.
1. Notification of pending changes in the dues structure must be submitted to Chapter membership at least 60 days prior to the Board meeting in which it will be voted upon.
2. Chapter dues are billed and collected by the Association and rebated to the Chapter. The Association must be formally notified of changes in Chapter dues according to Association policies and procedures.

ARTICLE VI. FINANCE

Contracts:

No Chapter officer or director may enter into a contract, release, agreement or letter of intent in the name of, or on behalf of, the Chapter without approval of the Board of Directors.
Chapter funds may be disbursed according to either of the following conditions:
1. Authorized expenses within the Board approved budget may be paid in accordance with Chapter policies and procedures.
2. Emergency, excess budgetary or non-budgeted items require the written approval of 2 officers of the Board of which one must be either the President or VP of Finance.

ARTICLE VII. BOARD OF DIRECTORS

Functions:
1. The control and management of the affairs, property and funds of the Chapter shall be vested in the Board of Directors.
2. The Board shall be responsible for the establishment of policy for the Chapter, and the management of the Chapter’s affairs and activities.
Composition:
1. The Board shall consist of the elected officers and Directors of the Chapter as defined in Articles VII and VIII.
2. Board members must be active Association members and a designated Southwest Michigan Chapter member.
Terms of Office:
1. New Officers and Directors shall be elected annually to office, to coincide with the Chapter fiscal year immediately following their election. This period will be from July 1 – June 30.
2. The office of President is a 4-year term (President-Elect, 2 years as President, Past-President). The year as Past-President is primarily an over seeing and training position for the Board of Directors.
3. The President, Past President and President Elect may simultaneously hold secondary VP positions on the Board of Directors. As there is overlapping requirements in some positions, certain VP positions may be held by the same person.
4. No Board member or volunteer will receive monetary compensation for their services on the Board of Directors or in committees.
5. The Board will maintain an executive committee. The Executive Committee will be responsible for oversight of Board activities. The Executive Committee will consist of the President, President-Elect, VP of Administration, VP of Finance and the VP of Education. For legal and tax purposes, all named executive committee positions on the Board of Directors will be referred to as Vice President, except the President, which will remain as President, the VP Administration, which will be listed as the Secretary and the VP Finance, which will be listed as the Treasurer.
6. The Board will maintain an operating committee. The Operating Committee will be responsible to the operation of the chapter activities, The Operating Committee can consist of the Immediate Past President, VP of Communications, VP of Marketing, VP of Membership, VP of Programs, VP of Quality and VP of University Relations. Any or all operating committee positions can be combined with executive committee positions or other operating committee positions. For legal and tax purposes, all named operating committee VP positions on the Board of Directors will be referred to as Vice President.
Removal of Board Member(s):
1. Any Board member who misses three consecutive Board meetings without cause (where reasonable notice has been given) during the one-year term of office may be removed from the Board.
2. At a regular or special meeting of the Board, an officer or director may be removed for cause by a majority vote of the entire Board, subject to the following conditions:
3. A vote for removal for cause shall not be taken until the officer/director has been given due process.
4. The removed officer/director retains all rights and privileges accorded Chapter membership and are eligible to be reelected to the Board.
Vacancies:
1. In the event of a vacancy in the office of the president, the President-Elect shall assume the office of the president.
2. Vacancies in other offices shall be filled by presidential appointment, with the approval of majority vote of the Board.
3. Appointments to fulfill a partial term of office shall not count as a full term of office.
Board members shall receive no salary or financial compensation for their services.
Meetings of the Board:
1. Regular Board meetings shall be held monthly (unless a quorum is not possible or practical), at a time and place designated by the President, President Elect or Past President. The first meeting of a new Board will be held within four weeks of his/her installation.
2. Special Board meetings may be called at the request of the president, or request of not less than 3 other officers (Vice Presidents), for the purpose of addressing a specific issue. At a special meeting, the Board may act only upon the specific issue for which the meeting was convened.
3. A Strategic-planning meeting shall be held once a year to address the strategic plan of the Chapter.
4. A quorum for regular and special Board meetings shall be a majority of the Board. Vice Presidents who are not in attendance at a Board meeting cannot vote by proxy, but are permitted to submit a written opinion on any subject under discussion. Assistants do not count towards a quorum.
5. Notice including the time and place of all meetings shall be given to each member of the Board not less than 1 day in advance of the meeting. The 1-day notice may be waived by advance consent of majority of the entire Board to conduct urgent business at a special meeting.
6. Each member of the Board shall have 1 vote. The act of a majority of the Board members present at a meeting at which a quorum is present shall be the act of the Board of Directors except where otherwise provided by law or by these bylaws.

ARTICLE VIII. CHAPTER OFFICERS

The following responsibilities represent the Executive Committee and must be filled in accordance with the Chapter Standard Operating Procedures Document.

President: The President shall be the chief executive officer of the Chapter and shall in general supervise and control all of the business and affairs of the Chapter. The president shall preside at meetings of the membership and Board of Directors. The president shall work with the Past President and President Elect and assist the VP of Finance in preparing the annual operating budget. The president, with the approval of the Board of Directors, shall appoint all committee chairpersons. The president is an ex-officio member of all committees. The president may approve all checks authorized by the Board. In general, the Board of Directors may prescribe that person shall perform all duties incident to the office of the president and such other duties as from time to time.
President-Elect: TThe President-Elect shall be primarily responsible for overseeing the activities of all VP positions, including reviewing all reports and financials. This position will also work closely with the VP of Quality in preparation and submission of the C-Bar Program. This position will also hold a VP position on the Board.
Vice President of Administration: The VP of Administration shall keep the minutes of all meetings of the Board of Directors, see that all notices are duly given in accordance with the provisions of these bylaws, and be custodian of the Chapter’s records. In general, the VP of Administration shall perform all duties incident to the office of the VP of Administration and such other duties as from time to time may be assigned by the president or by the Board of Directors.
Vice President of Finance: The VP of Finance shall be the financial officer of the Chapter. The VP of Finance is bonded for the faithful discharge of that person’s duties in the sum surety or sureties as the Association Board of Directors shall provide. The VP of Finance shall have charge and custody of and be responsible for all funds and securities of the Chapter from any source whatsoever, and deposit all such monies in the name of the Chapter in such depositories as shall be selected by the Board of Directors. The VP of Finance shall provide a statement of the financial condition of the Chapter at every Board meeting with a detail listing of both income and expenditures. The VP of Finance shall submit an annual operating budget to the Board for approval at the first meeting after the beginning of the fiscal year. In general, the VP of Finance shall perform all the duties incident to the office of the VP of Finance and such other duties as from time to time may be assigned by the president or by the Board of Directors.
Vice President of Education: The VP of Education shall update the Board and the members on the educational offerings of the Chapter and Association, shall be responsible for the coordination of the qualified instructor program, will assist in the planning and running of Chapter Seminars in conjunction with the VP of Programs & VP of Quality and shall report to the Board regarding certification program participation.

The following responsibilities represent the Operations Committee and should be filled to ensure a well functioning chapter: These positions can be separated and/or combined to facilitate efficient chapter management. These positions will be outlined on a yearly basis in the Chapter Standard Operating Procedures Document.

Past President: The Past President shall be primarily responsible for overseeing the activities of the Board and functioning in an active role. This position will also hold a VP position on the Board.
Vice President of Communication: The VP of Communication shall be responsible for all internal APICS communications. This will involve planning the communications around APICS branding and producing media communications material, such as the newsletter and website. This position shall also be primarily responsible for organizing, recruiting, and communicating to the company coordinators.
Vice President of Marketing: The VP of Marketing shall be responsible for all external communications. This will involve the planning and communications around APICS branding and producing media communications material to market the APICS organization. This position shall also be primarily responsible for organizing, recruiting, and communicating to local media and directing collaboration with other professional societies and organizations.
Vice President of Membership: The VP of Membership shall administer membership recruitment and retention, shall report on membership status at each Board meeting, shall provide membership information to the Directors when needed, shall coordinate membership surveys when needed, and shall maintain the chapter member database. Shall design recognition programs for APICS SWMI members, including Board members and volunteers.
Vice President of Programs: The VP of Programs shall administer membership recruitment and retention, shall report on membership status at each Board meeting, shall provide membership information to the Directors when needed, shall coordinate membership surveys when needed, and shall maintain the chapter member database. Shall design recognition programs for APICS SWMI members, including Board members and volunteers.
Vice President of Quality: The VP of Quality shall also be primarily responsible for coordinating the C-Bar Program and work closely with the President and President Elect on this initiative. This position will also work with the President and President Elect to coordinate activities related to sponsorship opportunities, including obtaining financial contributions and human resources from companies and organizations to support APICS SWMI growth, enhancement and development.
Vice President of University Relations: The VP University Relations shall also be responsible for the primary liaison between the parent chapter and all affiliated student chapters. This position will also Participate in organizing the Annual Case Competition, Participate in selecting representatives to attend the annual APICS conference and Participate in making decisions regarding parent chapter support of student chapter. This position will also help the Student Chapter to maintain Platinum C-BAR status.
Director at Large: Director(s) at Large shall be responsible for working with the President, President-Elect or any other officer to provide assistance as needed. Chapter Instructors, unless holding a current named Board of Directors position, will automatically be Director’s at Large. Other Director at Large positions must be approved by the current Board of Directors.

ARTICLE IX. ELECTION AND APPOINTMENT OF OFFICERS & DIRECTORS

Qualifications
1. 1. Candidates for office shall be Chapter members in good standing and voting members of APICS.
2. 2. Candidates for any Board of Directors must be a current Chapter member.
Candidates
1. All candidates for office shall be nominated by the Board of Directors
2. Additional nominations may be made by any member in good standing.
Elections and Appointments
1. If a Board position is currently open (vacant), a majority vote of the current Board appoints the member to the Board position.
2. Board members are appointed to their position after an interview process and discussion of the entire Board. In this way, every potentially interested candidate has an opportunity to participate on the Board or as a volunteer.
3. The Board reserves the option to solicit membership at any time during the year for elected positions. The Board also reserves the right not to advertise for open Board positions.

ARTICLE X. PARLIAMENTARY AUTHORITY

Unless otherwise specified by the president, Robert’s Rules of Order, revised, shall determine the conduct of business in all Chapter meetings, except where these rules would be inconsistent with the Articles of Incorporation, Association bylaws or Chapter bylaws.
There shall be no Chapter meetings closed to the membership.
Members in good standing are welcome to attend any Board meetings.

ARTICLE XI. BYLAWS

These Chapter bylaws shall be in harmony with and not conflict in any manner with Association bylaws. Association bylaws shall govern and prevail in all matters.
The Chapter Board of Directors shall be the authority for the interpretation of these bylaws.
Amendments
1. These bylaws may be repealed, replaced or amended by an affirmative majority vote of the entire Board.
2. The VP of Administration along with the VP of Communication & Publicity shall post notice of proposed amendments or changes to these bylaws on the website 1 day prior to the next Professional Development meeting where an announcement will be made. Changes may also be mailed to all Chapter members if deemed needed. The Board may not vote on any changes prior to the announcement at the Professional Development meeting.

ARTICLE XII. DISTRIBUTION OF FUNDS AND DISSOLUTION

This Chapter shall use its funds only to accomplish the objectives and purposes specified by these bylaws and no part of said funds shall be distributed to the members of the Chapter. This will not, however, prevent the payment of reasonable compensation for services rendered to or for the Chapter if affecting any of its purposes (i.e. instructing) or the reimbursement of expenses, in accordance with Chapter policy as determined by the Board.
B. On dissolution of the Chapter, any funds remaining shall be donated to the APICS Educational and Research Foundation, a 501(c)(3) nonprofit organization, and/or one or more local nonprofit charitable organizations as decided on by the Board of Directors.

ARTICLE XIII. CONTINGENCY FUND

A designated fund of the Chapters net assets shall be established and maintained to provide financial resources in times of significant, unforeseen, or adverse contingencies. This reserve fund shall not be less than 10% of the operating expenses.
The Contingency Fund assets shall be invested in accordance with the Chapter’s current investment policy.
The operating policies related to this Contingency Fund shall be specified in the Chapter’s SOP. Bylaws SWMI

ARTICLE XIV. GRAMATICAL AND WORDING CORRECTIONS

Grammatical corrections, wording corrections and corrections required due to changes initiated by the Association will be allowed without posting to the membership. Only Material changes effecting the Operation of the Chapter will require posting to the Membership. All changes, regardless of scope, will require the approval of the current Board of Directors.

Last Revision: January 9, 2011

		Southwest Michigan Chapter
Advancing Productivity, Innovation, and Competitive Success