The Baltimore Chapter of APICS, Inc. BYLAWS

Amended May 23, 2005

Article I - Name

1. a) The Baltimore Chapter of APICS, Inc., The Association for Operations Management.
2. b) It shall be a not for profit organization, and no part of net earnings shall inure to the benefit of any individual member.

Article II - Purpose

The purpose of Baltimore Chapter shall be:

1. a) To develop professional effectiveness in operations management through study, research, and application of scientific methods.
2. b) To disseminate, by all appropriate means, general and technical information about improved techniques and new process or equipment developments.
3. c) To promote a professional attitude among its members toward an understanding and acceptance of the science of resource management, thereby advancing the general welfare of our local business economy.

Article III - Membership

Section 1. Classes of Membership

There shall be these following classes of membership:

Professional Membership

Professional membership is available to individuals worldwide who currently work in operations management or a related field.

• Read mre about the Professional Membership Category.
• Learn about the benefits of Professional Membership.

Group or Enterprise Membership

Group or enterprise membership is a comprehensive approach to providing employees with valuable education and networking opportunities to increase their knowledge and productivity while improving operations and revenue.

• Read more about Group or Enterprise Membership Categories.
• Learn about the benefits of Group or Enterprise Membership.

Student Membership

Student membership is available to students currently enrolled full time in a degree-seeking program in operations management or a related field at an accredited college or university.

Retired Membership

This class shall consist of individuals who have retired from the workforce but continue to have interest in resource management.

Section 2. Admission

Membership of an eligible applicant becomes effective upon receipt of the application by society headquarters.

Section 3. Termination of Membership

a) Membership shall be terminated when a member:

1) Resigns, or

2) Is in arrears in the payment of dues, or

3) Fails to comply with the Society or Chapter bylaws.

b) The Chapter board of Directors may suspend or expel any member for cause.

1) This shall not be done until after the member has been given an opportunity to explain the offending action.

2) A suspended member shall have inactive status until reinstated by Society.

3) The name of an expelled member shall be stricken from the Chapter's membership database and shall not be considered eligible for reinstatement.

4) The Chapter President or Secretary will forward full documentation of such expulsion to Society.

Article IV - Dues and Finance

Section 1. Dues and Chapter Fees

1. a) Each member shall pay such Society dues as the Society BoD may determine from time to time.
2. b) Each member of this Baltimore Chapter shall pay such Chapter fees as may from time to time be determined by the Chapter's BoD.

Section 2. When Due

Dues shall be due and payable originally with the application for membership, and thereafter on each anniversary date.

Section 3. Contracts, Letters of Intent

1. a) All contracts, releases, agreements, letters of intent, or commitments made in the name of, or on behalf of, the Chapter shall be reported to the Chapter BoD in writing. If appropriate, the Chapter BoD will submit the documents to a consensus review, before signature by duly authorized person(s).
2. b) No contract may be made that will bind the Chapter for amounts in excess of the projected funds of the Chapter, unless specifically budgeted for and approved by the Chapter BoD.

Section 4. Non-compensation

No voting member of the Chapter BoD shall receive compensation for leadership services rendered. Out of pocket expenses for budgeted items will be reimbursed upon Treasurer's receipt of a written Expense Report with original receipts attached.

Article V - Officers

Section 1. Election and Terms

1. a) Elected officer positions of the Baltimore Chapter include the President, VP Finance, VP Recording Secretary, VP Programs, VP Membership, VP Education, VP Marketing and any other positions deemed necessary by the BoD or Nominating Committee. VP At-large and AVP positions can be appointed, as well as positions combined by the BoD or Nominating Committee as necessary.
2. b) The elected officers receiving a majority of the votes, and appointed board volunteers, shall take office July 1.
3. c) Elections will take place at an annual membership meeting, which can be a PDM. Nominations from the floor will be recognized.
4. d) Officers shall be elected for a term of one year, to run concurrently with the Chapter’s fiscal year starting July 1 and ending June 30.
5. e) Presidents may serve a maximum of two consecutive terms and may seek re-election after 2 year interceding. There are no term limits for other elected or appointed BoD positions.

Section 2. Duties

For duties of elected and appointed Chapter officers and Directors, see job descriptions .

Article VI - Board of Directors (BoD)

Section 1. Functions and Duties

1. a) The BoD shall be responsible for establishing the Chapter's Strategic Plan and policies. It shall be responsible for managing the affairs and activities of the Baltimore Chapter.
2. b) All members of the BoD shall be entitled to vote on all matters brought before the Board.
3. c) To serve on the Chapter BoD, all employed BoD volunteers must be APICS members in good standing. Unemployed BoD volunteers will be granted 6-month membership renewal extensions by the President, or until they become employed again. Upon accepting new employment, BoD volunteers must renew their APICS membership with 60 days of hire.

Section 2. Members

The BoD shall consist of the elected and appointed officers of the Chapter, and appointed chairpersons of standing committees.

Section 3. Past President

The immediate past president shall be an ex-officio member of the BoD.

Section 4. BOD Meetings

The board shall meet, either in person or by teleconference or by electronic means, no fewer than six times per year at a time and place designated by the BoD. These will be separate meetings from PDM events or educational courses.

Section 5. Special Meetings

The president shall have the authority to call special meetings of the BoD upon reasonable notice to the volunteers.

Section 6. Removal of Board Members and Filling of Vacancies

1. a) Any BoD member who fails to attend a total of three BoD meetings during the year, without advance notice of their impending absence, shall be deemed to have automatically resigned from the Baltimore Chapter's BoD.
2. b) If the President is temporarily unable to perform his or her duties, the BoD shall appoint another officer to perform these duties during such temporary period.
3. c) All vacancies on the BoD between annual elections shall be appointed by the President.

Article VII - Committees

Section 1. Standing Committees

a) The President shall, with the advice and consent of the BoD, appoint all committee Chairpersons.

b) Chairpersons of standing (permanent) committees shall be entitled to one vote on all matters coming before the BoD.

Section 2. Other Committees

a) Nominating Committee

1) The President shall appoint the nominating committee no later than 60 days before annual elections are held on or before May 15.

2) The committee shall elect one or more candidates for each office (including President, Executive VP, Secretary, and Treasurer), and obtain their acceptance of such nomination.

3) The committee shall advise the Chapter membership of the nominees at least two weeks before the annual election date.

b) Other committees may be appointed by the President to accomplish the general purpose, or special projects, of the Chapter. These committees shall serve until June 30 following the appointment, unless dissolved earlier.

Section 3. Committee Meetings

The Chairperson of the committee shall hold committee meetings upon notification. He or she shall designate the time and place of each meeting.

Section 4. Removal from Committees

The Chapter BoD shall have the power and authority to remove any committee Chairperson or member for cause.

Article VIII - Meetings

Section 1. Professional Development Meetings (PDMs)

1. a) PDM events shall be held at a time and place designated by the VP of Programs upon the advice and consent of the Chapter BoD, except that the date or location of a PDM may be changed, or a PDM omitted at the discretion of the BOD.
2. b) Joint PDM events and co-sponsorship with other local professional societies are encouraged.
3. c) Notice of PDMs will be sent at least one week in advance by email, and also posted on the Baltimore Chapter's web site.

Section 2. Special Meetings

Special meetings of the Chapter shall be called by the President upon the written request of two members of the Chapter BoD, or of five or more Chapter members in good standing.

Section 3. BoD Meeting Notices

At least one week in advance, a written notice and/or Agenda for each BoD meeting shall be sent to all directors by either the President or Secretary.

Article IX - Parliamentary Authority and Suspension of Rules

Section 1. Parliamentary Authority

All meetings of the duly constituted BoD of the Chapter shall be governed by the rules of order as prescribed in Robert's Rules of Order, Revised, provided the same are not superseded by the Bylaws and are applicable.

Section 2. Suspension of Bylaws

The standing rules may be temporarily suspended by a two-thirds vote of those present at any BoD meeting.

Section 3. Interpretation of the Bylaws

The Chapter BoD shall be the authority for interpretation of these Bylaws.

Section 4. Nonconflict with the Society Bylaws

The Bylaws of the Baltimore Chapter shall be in harmony with and not conflict in anymanner with Society's Bylaws for APICS—The Association for Operations Management. The Society Bylaws shall govern and prevail in all matters.

Article X - Dissolution

The Baltimore 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 APICS. Other Chapter assets are to be donated to an APICS Chapter within the region of the disbanding Chapter. The region vice president's approval must be obtained for the distribution of the assets to the Chapter within the region.

Article XI - Amendments

Section 1. Proposals

1. a) Amendments to these Bylaws shall be proposed in writing to the Chapter BoD by a special Bylaw committee, or by a request signed by five or more members in good standing, or annually at the June BoD Transition Meeting.
2. b) The Chapter BoD shall authorize the Secretary to submit proposed amendments in writing to the entire Chapter membership database at least two weeks before a meeting at which the amendments are to be voted upon either in person or via email.

Section 2. Voting

An affirmative vote of two-thirds of all members voting shall be required for the adoption of an amendment to these Bylaws.

Article XII - Quorum

Section 1. Membership Quorum

The members present at any Chapter sponsored event shall constitute a quorum additionally the total number of members participating in a Chapter sanctioned election shall constitute a quorum.

Section 2. BOD Quorum

Two-thirds of the BOD members shall constitute a quorum of the BoD.