Chapter Bylaws

Today is Thursday, July 29, 2010

Peel Chapter – Canadian Region of APICS -

The Association of Operations Management

Bylaws

 ARTICLE I – NAME

A.                 This organization shall be known as APICS Peel Chapter.

B.                 It shall be a nonprofit organization, and no part of the earnings shall inure to the benefit of any individual member.

C.                 The local chapter is administered by a board which consists of elected officers and directors. They operate under the direction of the National Society of APICS which is divided into regions. We are in Region VIII and participate in region meetings. The President and/or a representative will be sent to each region meeting. It will be up to the President to decide which officer should be selected to attend based on the topics to be covered at the region meeting. In the event that the Region Meeting is held in a location which is relatively inexpensive and the finances are available, more officers could be sent subject to a majority vote by the board.

 

ARTICLE II – PURPOSE

 

A.                 The chapter is organized and shall be operated exclusively for research and educational purposes. It shall:

1.      Foster and maintain high standards in the profession of Operations Management.

2.      Provide a means of mutual exchange of problems and ideas in the profession of Operations Management.

3.      Promote educational programs for members and non members in the philosophy, practices, techniques and systems of Operations Management.

4.      Assist in the improvement of the status of those engaged in, and to work towards professional awareness and recognition by leaders of industry in the field of Operations Management.

 

ARTICLE III - MEMBERSHIP

 

A.                 Membership shall be divided into four classes; Professional, Group, Honourary and Student.

1.      Professional Membership

a.       An individual engaged in or interested in work related to Operations Management.

2.      Group Site Membership

a.       Each such company may designate as its representative five individuals who shall enjoy full membership privileges and will receive all national and local publications. These five individuals will have voting privileges and will be known as “Company Voting” employees.

b.      Each such company shall be entitled to send any number of employees to any activity of this chapter at member rates, subject to availability.

c.       Each such company may change its representatives at any time upon written notice of changes to APICS Head Quarters.

d.      A “Company Group Billing” contact will be designated.

3.      Honorary Membership

a.       Honorary membership may be granted on an annual basis by the unanimous approval of the Board of Directors.

b.      An honorary member shall enjoy full membership privileges. The Peel Chapter will assume liability for national and chapter dues.

4.      Student Membership

a.       Offered to persons attending full time studies at an educational institution and in possession of a valid student card. Membership privileges will be limited and will not extend to voting rights. A reduced membership fee will be offered by the Peel Chapter Board of Directors.

 

B.                 Any member may attend any function of the chapter or its elections subject to availability.

C.                 Any member may resign at any time, but is not entitled to a refund of dues.

D.                 The executive committee may suspend or expel any member for just cause based on the Code of Ethics. The offending member shall first be given an opportunity to explain his/her actions to the executive committee.

E.                  The name of an expelled member shall be removed from the membership roster and he/she shall not be considered eligible for re-application of membership for a period of at least two years.

 

ARTICLE IV - DUES

 

A.                 The annual membership chapter dues shall be set from time to time by the executive committee. Notification of changes shall be made available to membership in writing or posted to the chapter website at least sixty days in advance of the date on which the change will take effect.

B.                 Dues are payable yearly on the anniversary date of a member’s joining the chapter. APICS will prepare and issue invoices for dues payable by Chapter members based on the current Chapter membership list.

 

ARTICLE V - BOARD OF DIRECTORS

 

A.                 The control and management of affairs, property, and funds of the chapter shall be vested in the Board of Directors.

B.                 Elections and terms

1.      The elected officers to the positions available on the BOD and who receive a majority of the votes shall take office at the beginning of the next fiscal year.

2.      Election shall be at the annual general meeting. Nominations may be proposed by any member of the BOD prior to the Annual General Meeting or may also be made from the floor at the AGM. Nominations from the floor must be accompanied by a letter of willingness to serve. Proxy nominations will also be accepted.

3.      All candidates must be voting members of the Peel Chapter of APICS.

4.      Officers shall be elected for a term of one year, to run concurrently with the chapter’s fiscal year excluding the position of President which will carry a two year term which requires ratification each year.

5.      For the purpose of transfer of office, the newly elected officers and the current board members shall participate in at least one joint meeting before retiring members leave the board.

C.                 The BOD shall consist of:

1.      President

2.      V.P. Education

3.      V.P. Membership and Information Officer

4.      V.P. Programs

5.      V.P. Communications

6.      V.P. Finance

7.      Directors at Large (Number to be determined by the chapter President)

 

D.                 In the event of a resignation of an Officer, the Board may fill the vacancy by appointing a member to serve the balance of the fiscal year.

E.                  The past president shall be an ex-officio member of the Board.

F.                  Each member of the Board shall have one vote.

 

ARTICLE VI - DUTIES OF EXECUTIVE

 

A.                 The duties of the BODs are defined as per the job descriptions.

 

ARTICLE VII - REMOVAL OF BOARD MEMBERS FROM OFFICE AND FILLING OF VACANCIES

 

A.                 If any member of the BODs fails to attend a total of three consecutive meetings of the board during the year, where reasonable notice has not been given, may be deemed to have automatically resigned from the BODs.

B.                 If the President is temporarily unable to perform his or her duties, the Board shall appoint another officer to perform these duties during such temporary period.

C.                 All vacancies on the BODs between elections at the annual business meeting shall be appointed by the president.

D.                 Any member of the Board acts in direct conflict with the Peel Chapter code of Ethics may be suspended.

E.                  Members of the BODs shall represent the Peel Chapter in a professional manner at all times. Responsibilities as required by the position shall be conducted in the best interest of the Peel Chapter and should, in no manner, be construed as a conflict of interest. Any potential conflict of interest shall be communicated by the individual upon being elected to the BOD or as soon as it becomes apparent.  Examples of conflict of interest are; Direct soliciting and offering of APICS courses to the Peel Chapter members without the express knowledge and consent of the BODs. Using or committing the Peel Chapter funds for un-authorized reasons.

 

ARTICLE VIII - BOARD OF DIRECTORS MEETINGS

 

A.                 Regular meetings of the BODs shall be scheduled at least nine times during the fiscal year.

B.                 A quorum of meetings of the BODs shall be four officers.

C.                 BODs meetings shall be conducted according to the rules of parliamentary procedure.

D.                 Minutes shall be taken at all meetings and published to all officers prior to the next meeting.

 

ARTICLE IX - CHAPTER MEETINGS

 

A.                 Meeting of the Peel Chapter may be called in the following manner;

1.      At the President’s discretion

2.      Request of the BODs

B.                 No business shall be transacted at the meeting except the matter indicated in the notice of the meeting.

C.                 The annual general meeting shall be held no later than May of the current fiscal year.

 

ARTICLE X - 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. On dissolution of the chapter, any funds remaining shall be donated to the Educational and Research Foundation of the APICS. Any other assets shall be distributed to Region VIII of APICS.

 

ARTICLE XI – CHAPTER MANAGEMENT

 

A.                 The VP Finance shall invest and manage the funds and securities of the Peel Chapter within policies established by the Chapter BODs. All investments of the Peel Chapter monies shall be made in the name of APICS Peel Chapter by way of joint and severally accounts in the names according to chapter signing authority.

B.                 All contracts, releases, agreements, letter of intent or commitments made in the name of or on behalf of the Peel Chapter shall be submitted to the BODs for appropriate review and signature by duly authorized persons.

C.                 No contract may be made which will bind the Peel Chapter for amounts in excess of those provided in the current budget for that purpose unless approved by the BODs.

D.                 Signing authorities and limits may be assigned at the discretion of the BODs, however the signing authorities must be documented by way of financial policy and reviewed and approved by the BODs at the first meeting following the AGM.

E.                  An annual review must be performed by an independent, qualified accountant. This report can be made available to the members upon their request.

F.                  An annual budget will be prepared and approved by the BOD no later than September each fiscal year (June 1 to May 31st).

G.                 The President will be reimbursed reasonable costs for attending Region VIII meetings annually in addition to attending the Annual APICS conference in the second year of a two year term.

 

ARTICLE XII - LIMITATIONS ON GENERAL LIABILITY

 

A.                 Nothing herein shall constitute members of the chapter as partners for any purpose. No members, officers, agent, or employee of this chapter shall be liable for the acts or failure to act on the part of any other member, agent, or employee of the chapter. Nor shall any member, officer, agent, or employee be liable for his/her acts or failure to act under the Bylaws, excepting only acts or omissions to act, arising out of willful malfeasance.

 

ARTICLE XIII - LIMITATIONS ON DIRECTORS LIABILITY

 

A.                 To the extent permitted by law, each Director and the Heirs, Executors, and Administrators of such Director shall be indemnified by the APICS Peel Chapter against expenses incurred as a result of any claim, action or suit brought against them as a result of their holding such office. These expenses to include but not limited to, attorney’s fees reasonably incurred by such Director in connection with any claims, action suit, or preceding to which such Director may be made a party by reason of being, or having been, a Director, including any judgment rendered against him or her, any amount paid by him or her in reasonable settlement of such claim, action, suit or preceding. The afore-mentioned provisions for reimbursement shall not have effect, if the Director is suing the APICS Peel Chapter.

 

ARTICLE XIV - AMENDMENTS

 

A.                 These Bylaws may be altered, amended, or replaced by a simple majority vote of participating members at any general or special meeting of the Peel Chapter. At least two weeks prior to voting on any proposed amendments to the bylaws, the amendments deemed necessary shall be made available to Peel Chapter members either by posting to the website or in writing.

 

ARTICLE XV - CODE OF ETHICS

 

A.                 The Code of Ethics of APICS Peel Chapter is;

1.      To use and improve sound business practices and foster high standards of professional conduct.

2.      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 or personal gain.

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

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

5.      To encourage and cooperate in the interchange of knowledge and techniques for the mutual benefit of the profession.

6.      To be careful with criticisms and liberal with praise, to build and not to destroy.

7.      To resolve such doubt against myself according to generally accepted standards of truth, fair dealing, and good taste, whenever a doubt arises as to the right or ethics of a position or action.

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

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

 

Original version 1.0 created on Sept 30, 1990.

 

Modified version 1.1 on September 25, 2005

 

 

 

ion/Bylaws Rel 4.0 Tue 08.19.08