Bylaws of the 
Publicity Club of Chicago 

(updated May 3, 2000)

ARTICLE I - NAME AND OFFICE

Section 1. The name of this organization shall be the "Publicity Club of Chicago."

Section 2. The Publicity Club of Chicago (PCC) is an Illinois not-for-profit corporation whose principal office shall be in the Chicago, Illinois, area at a location designated by the Board of Directors.

ARTICLE II - PURPOSE

Section 1. PCC is the practical resource for providing the tools, technology and tactics Chicago-area professional communicators need to implement high quality communications programs and to excel in public relations.

ARTICLE III - MEMBERSHIP

Section 1. - Eligibility.

a. Any person shall be eligible for membership in PCC who, regardless of organizational title, has had at least two (2) years' working experience at a paid, professional level in public relations and publicity and devotes the majority of current paid, working time to the profession.

b. Public relations and publicity includes determining public opinion, counseling management on communications activities, conducting programs (other than sales, marketing and product/service advertising) to positively affect public opinion and/or policy, and managing the related personnel and resources.

Section 2. - Membership Categories.

a. Resident Membership shall be for persons who qualify under Article III, Section 1 of these Bylaws and who reside within a seventy-five (75) mile radius of the Chicago Loop. Resident members shall be eligible to vote and hold office.

b. Associate Membership shall be for persons who qualify under Article III, Section 1 of these Bylaws but have not yet completed two (2) years in the profession. Associate Membership shall be limited to two (2) years. Associate members may not hold office.

c. Corporate Membership - Membership in this category shall be open to any person whose company provides public relations, marketing, advertising, and/or integrated communications services. This category is also open to individuals whose companies have a 35 percent or more client representation in the aforementioned categories. Corporate members shall be eligible to vote and hold office. In addition, all other employees of the Corporate Member'' company may participate in Association activities at member prices, but not vote or hold office.

d. Student Membership shall be open to any person who is a full-time undergraduate student majoring in communications, English, journalism or public relations, and who has completed two (2) full years of college education. Student members may not vote or hold office.

e. Life Membership shall be granted automatically to those Resident and/or Non-Resident Members who have been in good standing for at least twenty-five (25) years, whether consecutive or not. Life members shall enjoy all the rights and privileges of Resident Members. Upon attaining the age of sixty (60) years and having retired professionally from the full-time practice of public relations, Life Members automatically shall become Retired Members, with the accompanying rights and privileges.

f. Retired Membership shall be open to any Resident or Non-Resident Member in good standing who shall reach the age of sixty (60) years and has retired professionally from full-time public relations. Retired members may not vote or hold office.

g. Honorary Membership shall be open to any person who promotes the profession of public relations, publicity or communications and who is not eligible for membership. The Board shall elect such members by a two-thirds vote. Honorary Members may not vote or hold office.

Section 3. - Code of Ethics. PCC members shall abide by a Code of Ethics as established by the Board of Directors.

Section 4. - Dues.

a. The annual dues for each member of PCC shall be determined from time to time by the Board of Directors.

b. Members who fail to pay their dues within thirty (30) days from the time in which they become due shall be so notified by the Treasurer that membership will lapse for non-payment of dues, and if payment is not made within the succeeding thirty (30) days, shall without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership.

Section 5. - Termination and Resignation of Membership.

a. A member who fails to comply with the Bylaws of the Association shall be subject to expulsion or suspension by the Board of Directors, provided that such member is given notice of the meeting at which the question of suspension or expulsion will be discussed. The member shall have the right to appear, in person or through a representative, and be heard at such meeting by the Board of Directors before a final vote on the question of such suspension or expulsion shall be taken.

b. A member who wishes to resign from PCC shall give notice of intention in writing to the Secretary. No member shall be permitted to resign in good standing whose dues are in arrears for more than sixty (60) days unless and until such arrears have been paid.

ARTICLE IV - OFFICERS

Section 1. - Composition. The Officers of PCC shall be a President, a President-Elect, a first Vice president, a second Vice President, a Third Vice President, a Secretary and a Treasurer, all of whom shall be members of the Association.

Section 2. - Nomination and Election.

a. The outgoing President shall call an annual Board meeting for the purpose of nominating and electing officers of the Association.

b. In the event of failure of the outgoing President to call such a meeting, then any three (3) Directors on the new Board shall issue the call, giving all Directors at least seven (7) days= notice, stating time and place of said annual Board meeting.

c. At the annual Board meeting, there shall be nominated and elected in sequence the First, Second, Third Vice Presidents, the Secretary and the Treasurer. All nominations shall be made from the floor for each office. A majority vote of Directors present and voting shall be valid. No member may be elected an Officer unless he/she has served a minimum of two (2) years on, and after June 30 will be serving on, the Board of Directors.

d. The office of President shall not be filled by election at the annual Board meeting, but rather shall occur through automatic succession from the office of President-Elect. The President-Elect shall be elected at the January meeting of the Board. The nominating procedure for President -Elect shall be the same as that of other officers. Only a member who is serving on the Board of Directors at the time of election may be elected President-Elect and must, by the end of the current PCC year, have served on the Board of Directors a minium of two (2) years and one (1) year as officer, or three (3) years on the Board, which need not be consecutive. A majority vote by Directors present and voting shall be valid.

e. No member may hold more than one (1) office at any given time.

Section 3. - Term of Office.

a. All officers, except the President-Elect, shall be elected for a term of one (1) year beginning July 1.

b. The term of office of the President-Elect, shall by from the date of the January Board Meeting, when nominations occurs, until July 1.

c. No officer may be elected to serve more than two (2) consecutive terms in the same office.

Section 4. - Officer Vacancies.

a. In the event the office of President becomes vacant through resignation, death, removal or disqualification, the First Vice President shall become President for the remainder of the PCC year. The office of First Vice President shall be filled by majority vote of the Board of Directors.

b. In the event any office other than the Presidency becomes vacant, such vacancy shall be filled by majority vote of the Board of Directors at the earliest Board meeting following notice of vacancy.

Section 5. - Duties of Officers.

a. President: The President shall be the executive officer of PCC, ex-officio member of all committees except the Nominating Committee, and shall preside at all meetings of the Board, Executive Committee and membership. The President shall appoint the chairs of committees.

b. President-Elect: Upon the completion of the term of the then President, the President-Elect shall automatically assume the office of President. The President-Elect shall perform the duties of President in the event of the President=s inability or refusal to serve.

c. Vice Presidents: The First Vice President shall preside at meetings in the absence of the President. In the event the First Vice President is also absent, the Second Vice President shall preside, and in the event of the absence of the latter, the Third Vice President shall preside. Each of the Vice Presidents shall be members of the Executive Committee.

d. Secretary: The Secretary shall keep records of all proceedings of the Board, Executive Committee, and the membership. He/she shall be responsible for the official PCC correspondence, the recording of the names and addresses of PCC members in good standing, and the mailing of all notices of meetings and other matters of official character pertaining to PCC. The Secretary serves as a member of the Executive Committee.

e. Treasurer: The Treasurer shall be responsible for the collection of all dues, fees and other monies due PCC and the payment of all debts owed by PCC. The Treasurer shall serve as a member of the Executive Committee.

f. All Officers: All officers shall serve without pay and will perform all other duties incident to their offices or as may be prescribed by the Board of Directors or these Bylaws.

ARTICLE V - BOARD OF DIRECTORS

Section 1. - Composition. The Board of Directors shall consist of fifteen (15) elected members and the Immediate Past President, who shall serve as an ex-officio non-voting member if not serving as an elected Director.

Section 2. - Nomination and Election.

a. The Nominating Committee shall select nominees from Resident and/or Life Members. A nominee must have served or be serving on at least two (2) PCC committees.

b. The Nominating Committee Chair shall announce the names of candidates to the Board of Directors and shall direct the Secretary to announce the slate to the general membership with information on the procedures and deadlines for nominating by petition at least 60 days before the annual meeting.

c. Any Resident or Life Member may become a candidate for the Board of Directors by filing a petition signed by ten (10) Resident and/or Life Members with the Nominating Committee Chair. At least 30 days shall be allowed for nomination by petition from the membership.

d. The Nominating Committee shall conduct a mail ballot in which each Resident and Life Member shall have one vote to cast for each director position available. The ballot shall state those recommended by the Nominating Committee and those recommended by petition. Candidates receiving the highest number of votes for each office shall be declared elected.

e. If no nominations are made by petition, the Secretary shall cast a unanimous ballot for the candidates of the Nominating Committee.

f. The results of the election shall be announced no later than the next annual meeting following the election.

Section 3. - Term of Office.

a. A full term of office shall be three (3) years beginning July 1 for all Board members.

b. A Director may not be elected for more than two (2) consecutive full terms. Former Board members who have served two (2) consecutive full terms may be re-elected after an interim of at least one (1) year.

Section 4. - Vacancies. In the event of a vacancy on the Board, the Board shall at its next regularly scheduled meeting, with at least seven (7) days= notice of the existence of a vacancy, nominate and elect a successor to fill the unexpired term.

Section 5. - Duties of the Board of Directors.

a. The affairs of PCC shall be managed by its Board of Directors.

b. The Board is authorized to hire an Administrative Secretary and such other employees as are deemed necessary by the Board. Duties and responsibilities of all employees shall be fixed by the President with the advice and consent of the Board.

Section 6. - Mail, Phone, Fax or Other Electronic Communications Ballots. Any action which may be taken at a meeting of the Board of Directors may be taken by mail, phone, fax or other electronic communications ballot.

ARTICLE VI - COMMITTEES

Section 1. - Authority. All committees of PCC derive their authority from and are responsible to the Board of Directors with the exception of the Nominating Committee. Each committee is expected to conduct its business and carry out its function in keeping with the provisions of these Bylaws.

Section 2. - Standing Committees. The following standing committees, to consist of three (3) or more Resident and/or Life Members, are hereby established. The chair of each committee shall be appointed by the President with advice of the Executive Committee with the exception of the Nominating Committee and the Executive Committee.

a. Executive Committee. The Executive Committee shall consist of the President, the three (3) Vice Presidents, the Secretary and the Treasurer. At the call of the President, or any three (3) Officers, this Committee shall meet to consider ways and means to better implement such PCC matters as require study and deliberation or immediate action. Any such action by this Committee shall be fully reported to the Board for approval at its next meeting, and no action by this Committee may be contrary to these Bylaws or the current policies and procedures.

b. Long Range Planning. The Long Range Planning Committee shall be appointed by the President and shall develop, for Board approval, a long range strategic plan for the Association.

c. Nominating Committee. The chair of the Nominating Committee shall be the Immediate Past President or, if unable to serve, a Past President. The Nominating Committee shall be appointed by the President with the approval of the Board of Directors and shall consist of at least six (6) members: two (2) but no more than four (4) Directors not standing for re-election and at least two (2) but no more than four (4) Resident and/or Life Members in good standing not currently on the Board. No member may serve on this Committee for two (2) consecutive years. No member of the Nominating Committee may be elected or appointed to the Board.

d. Membership Committee. The Membership Committee shall study ways to increase qualified membership and shall review applications for membership and determine eligibility for presentation with recommendations to the Board.

e. Education Committee. The Education Committee shall determine PCC educational events including content, speakers, location, promotion.

f. Golden Trumpet Awards Committee. The Golden Trumpet Awards Committee shall be responsible for conducting the annual PCC awards program, determining the number of awards and the categories in which they will be offered.

Section 3. - Special Committees. The President, with the approval of the Board of Directors, shall appoint such committees as are necessary and which are not in conflict with other provisions of these Bylaws, and the duties of any such committees shall be prescribed by the Board of Directors upon their appointment.

Section 4. - Chair Vacancies. In the event of the resignation, death, removal or disqualification of a committee chair appointed by the President, the latter shall appoint a successor. If there is a clear, just and sufficient cause, the President may remove a committee chair and name a successor, or the Board of Directors may, by a vote of two-thirds majority of the Directors present and voting, remove a committee chair.

ARTICLE VII - MEETINGS

Section 1. - Annual. The Annual Meeting of PCC shall be held each year at such time and place as shall be designated by the Board of Directors.

Section 2. - Special Meetings. Special meetings of PCC may be called at any time by the President with the consent of two (2) Directors, or by any four (4) Directors, or by five percent (5%) of the voting members. Written notice of such a special meeting shall be sent to every voting member by mail not less than twenty (20) days prior to such meeting, stating the time and place of such meeting and the subjects of business to be discussed. No business other than that specified for the special meeting shall be transacted. Section 3. - Quorum. At an annual or special meeting of the members, a quorum shall consist of ten percent (10%) of the membership.

ARTICLE VIII - AMENDMENTS

The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Directors. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. The Bylaws may contain any provisions for the regulation and management of the affairs of the Association not inconsistent with law or the articles of incorporation.

ARTICLE IX - MISCELLANEOUS

Section 1. - Dissolution. PCC shall use its funds only to accomplish the objectives and purposes specified in these bylaws, and no part of said funds shall inure, or be distributed to the members of PCC. On dissolution of PCC, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors.

Section 2. - Indemnification. PCC shall have the power and authority to indemnify, defend and hold harmless to the full extent permitted by law any person who is or was a director, officer, employee or agent of the Association or who is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise to the extent that such person is acting on behalf of or at the direction of PCC. In addition, the Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of PCC or who is or was serving at the request of PCC as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, regardless of whether the Association would have the power to indemnify him or her against such liability.