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INTERNATIONAL ASSOCIATION OF ADMINISTRATIVE PROFESSIONALS™
CENTRAL VALLEY CHAPTER
BYLAWS AND STANDING RULES
APPROVED: May 5, 1999
AMENDED: October 4, 2000
AMENDED:

ARTICLE I - NAME AND LOCATION

The name of this chapter shall be Central Valley Chapter of the International Association of Administrative Professionals. It shall be located in Modesto, California. Central Valley Chapter shall also be known and referred to by the letters IAAP(™).

ARTICLE II - DUES

Annual Central Valley Chapter dues are payable upon membership renewal.

&Mac183; Professional members $10.00
&Mac183; Professional/Merited members 4.00
&Mac183; Associate members 10.00
&Mac183; Student members 10.00

ARTICLE III - OFFICERS, QUALIFICATIONS, NOMINATIONS AND ELECTION TERM, AND DUTIES

Section 1. Officers.

The Central Valley Chapter of IAAP officers shall be a President, a Vice President, a Secretary, and a Treasurer.

Section 2. Qualifications

A. A candidate for office shall have been a Professional or Professional/Merited member of the Central Valley Chapter of IAAP for at least six (6) months prior to the time of nomination. A candidate for the office of the President shall have preferably served as an officer of the Central Valley Chapter at least one (1) full year prior to nomination.

Section 3. Nomination And Election

A. At least four (4) weeks prior to the Annual Meeting in June, the Nominating Committee shall submit to the membership a slate of one or more candidates for each office, giving qualifications of each candidate.

B. Nominations may also be made from the floor prior to the election and such nominees shall be entered on the slate, provided their qualifications are given at the time of nomination and provided they have consented to the nomination in writing. Nominations from the floor must receive two (2) seconds.

C. A majority vote of the members present at the Annual Meeting shall be required for election, which shall be by ballot, except if there is but one candidate for each office, the election will be by voice vote.

D. In the event that no candidate received a majority vote on the first ballot, all but the two (2) highest for such office shall be eliminated and the balloting continued. If the vote remains a tie after the second ballot, the election shall be decided by lot.

E. A vacancy occurring among the officers-elect between the time of election and installation shall be filled by special election at the next Central Valley Chapter meeting. Nominations shall be made from the floor and all provisions previously outlined in this section shall prevail.

Section 4. Term of Office

A. Officers shall assume office following their election and installation, and shall serve for a term of one year or until their successors are elected and take office.

B. No officer shall serve more than two (2) consecutive terms in the same office. Any officer serving six (6) months or more in an office shall be deemed to have served one term.

Section 5 Duties

A. The President shall:

1. Preside at all meetings of the Central Valley Chapter and the Board of Directors.

2. Subject to the approval of the Board of Directors, appoint the chairperson of all committees, unless otherwise specified.

3. Be an ex-officio member of all committees except the Nominating Committee.

4. Perform other duties as they pertain to the office of President.

5. Endeavor to serve the entire Central Valley Chapter in a strictly impartial manner.

6. Be familiar with the International, Division, and Central Valley Bylaws and Standing Rules.

7. Keep the membership informed as to IAAP official communications.

8. Keep the Division President fully informed on all matters concerning the Central Valley Chapter.

9. Sign checks drawn on the Central Valley Chapter's funds or be one of two (2) Board members authorized to sign checks drawn on Central Valley Chapter funds.

B. Vice President or a Designee

1. Assist the President in the performance of all duties.

2. Act as membership chairman of the Chapter.

3. Preside at all meeting in the absence of the president and assume the duties and powers of the President in that officer's absence.

4. Assume the presidency for the unexpired term of the president upon the resignation, removal, or death of that officer.

5. Be alert to the activities of the Chapter and the Association generally to be adequately prepared to serve as its presiding officer.

6. Act as program chairman of the Chapter.

7. Act as official greeter of the Chapter at its meetings and other functions.

8. Be responsible for those committees assigned to this office by the President.

9. Shall publicize Chapter activities through releases to the press and other functions.

C. The Secretary shall:

1. Keep an accurate record of all Chapter and Board of Directors meetings.

2. Have custody of the Central Valley Chapter charter and other official documents.

3. Have available at all meetings up-to-date copies of the International, Division and Central Valley Chapter Bylaws and Standing Rules.

4. Be responsible for those committees assigned to this office by the President.

5. Perform such other duties as may be assigned by the Board of Directors of the Central Valley Chapter.

6. Conduct the correspondence of the Central Valley Chapter in accordance with the direction of the President or the Board of Directors.

7. Following the installation of officers, file the names, addresses and telephone numbers of the President and Secretary with the local Chamber of Commerce and Better Business Bureau, and keep such information up-to-date throughout the year.

8. Give notice of all meetings as directed by the President.

D. The Treasurer shall:

1. Have custody of all Central Valley Chapter funds, making disbursements only as authorized by the Central Valley Chapter, either by specific action or by adoption of a budget to be administered by the Board of Directors.

2. Pay all approved bills promptly by check to be signed by the President or Vice President, and both shall be bonded.

3. Keep the books on a current basis and make a monthly report to the Central Valley Chapter.

4. Prepare a detailed interim financial report for presentation at the Annual Meeting and a complete financial report for the fiscal year end.

5. Shall prepare the budget at the start of the fiscal year for submission to and approval by the membership.

6. Be responsible for those committees assigned to this office by the Budget Committee.

7. Shall procure a bond covering those authorized to sign checks drawn on the Central Valley Chapter funds, the cost of which shall be paid from Central Valley Chapter funds.

8. Maintain at all times an accurate and current roster record of the Central Valley Chapter membership, noting the type and effective date of membership held by each member listed. Not later than August of each year, distribute a copy of the current roster to the membership and thereafter keep the members informed of any changes.

Section 6. Vacancy

A vacancy occurring in any office except that of the President shall be filled for the unexpired term by a majority vote of the Board of Directors. In the event of a vacancy in the office of President, the Vice-President shall succeed to that office for the unexpired term.

Section 7. Any officer unable to perform the duties of the office for any reason whatsoever for a period of thirty (30) days shall submit a resignation in writing to the Board of Directors. In the event the Board of Directors determines in its sole judgment that any officer has failed to perform the duties of the respective office for a period of at least thirty (30) days immediately prior to taking of such vote, the Board of Directors shall request the resignation of such officer from the respective office.

Section 8. All records pertaining to any office are property of the Central Valley Chapter and must be transferred as directed by the Board of Directors within thirty (30) days by the person vacating the office for any reason whatsoever.
ARTICLE IV - BOARD OF DIRECTORS

Section 1. Composition.

The Board of Directors shall be composed of the officers of the Central Valley Chapter.

Section 2. Duties.

The Board of Directors shall supervise the affairs of the Central Valley Chapter in accordance with the provisions of these Bylaws and Standing Rules and the wishes of the membership.

Section 3. Meetings.

Meetings of the Board of Directors shall be noticed and held prior to each regular membership meeting, and shall be held at a time and place designated by the Board. These meetings shall be open to all members in good standing. A report of the Board recommendations, if any, shall be submitted at each business meeting of the membership.

Section 4. Quorum.

A majority of the Board of Directors shall constitute a quorum for any meeting, and a vote of the majority of those present and voting, a quorum being present, shall constitute effective action.

Section 5. A member of the Board of Directors other than the President shall be specified as a third person authorized to countersign checks drawn on Central Valley Chapter funds.

Section 6. The treasurer, president, and vice president will be bonded.

ARTICLE V -MEETINGS

Section 1. Regular Meetings.

Meetings of the Central Valley Chapter of IAAP shall be held in the vicinity of the city of Modesto, in the State of California, on the first Wednesday of each month. If deemed advisable, the date of a meeting may be changed at any preceding meeting upon majority vote of the membership.

Section 2. Thirty percent (30%) of the Central Valley Chapter membership shall constitute a quorum for regular or special meetings. When a quorum is not convened, the next called meeting shall be a valid meeting, notwithstanding lack of a quorum, and the call to said meeting should so inform the membership.

Section 3. Special meetings, for any purpose or purposes whatsoever, may be called at any time by the President, by a majority of the Board of Directors, or by one-third (1/3) of the membership, provided notice specifying the principal business of the meeting is given to all members at least ten (10) days prior to the date of the special meeting.


Section 3. Annual Meeting.

A. The June meeting in each year shall be the Annual Meeting of the Central Valley Chapter of IAAP.

B. Officers shall be installed at the July meeting

C. At the time of installation, each officer shall be presented with a pin emblematic of the office, which shall be passed on to the successor. If the officer wishes to keep the pin or loses it, it shall be replaced without cost of the Central Valley Chapter.

ARTICLE VI REPRESENTATION

Section 1. The delegate to the International Convention, Regional Conference, and the Division Annual Meeting shall preferably be the President and the alternate shall preferably be the Vice President.

Section 2. A report of the proceedings shall be made to the membership at the first Central Valley Chapter meeting following the relevant convention, conference, or meeting.

ARTICLE VII - COMMITTEES

Section 1. The committees shall be composed of a chairman and as many members as required who shall be appointed by the chairperson of the respective committee, subject to the approval of the Board of Directors.

Section 2. Standing committees and their duties are as follows:


1. Budget Committee shall prepare the budget at the start of the fiscal year for submission to and approval by the membership.


2. Bylaws and Standing Rules Committee:

a) Shall receive all suggestions for amendments to the Bylaws and Standing Rules of the Central Valley Chapter, and prepare them in proper form for submission to the membership for action in accordance with Article X of these Bylaws.

b) Shall maintain conformity in the Central Valley Chapter Bylaws and Standing Rules with International and Division Bylaws and Standing Rules.

c) Shall propose amendments.

d) Shall submit Central Valley Chapter Bylaws and Standing Rules and/or amendments thereto to the Division Rules and Bylaws Committee for review and approval in accordance with the International Bylaws and Division Bylaws and Standing Rules Committee.

e) Shall assist the Board of Directors and the membership in preparing and submitting amendments to the International Bylaws and Standing Rules and/or Division Bylaws and Standing Rules on behalf of the Central Valley Chapter.

f) Shall review all amendments in International Bylaws and Standing Rules and/or Division Bylaws and Standing Rules.

4. Certified Professional Secretary®(CPS®/Certified Administrative Professional (CAP®)

a) CPS/CAP) shall stimulate interest and encourage participation in the Certified Professional Secretary/Certified Administrative Professional program.

b) Shall bring before the Central Valley Chapter Committee the latest information and methods on secretarial procedures.

c) Shall plan educational study sessions and programs for the benefit of the members, and may award scholarships to reimburse Central Valley Chapter members for CPS/CAP.

5. Additional Committees:

a) Membership Committee shall direct all activities of the Central Valley Chapter concerned with the recruitment and maintenance of membership.

b) Nominating Committee shall consist of a chairperson and one (1) member who shall be appointed by the membership at least one (1) month prior to the Annual Meeting. This committee shall carry out the duties prescribed in Article III, Section 3.A of these Bylaws.

c) Retirement Centers Trust Committee shall promote interest in the IAAP Retirement Centers and shall devise and promote projects for the purpose of raising funds for the IAAP Retirement Center Trust.

d) Ways and Means Committee shall devise and promote projects to raise funds for the operation of the Central Valley Chapter.

e) Vice President shall act as program chairperson for the Central Valley Chapter and be responsible for securing speakers for Board of Directors.

Section 3. Special committees may be appointed when deemed necessary by the Board of Directors (i.e., Administrative Professionals Week or Executive of the Year).

Section 4. All committees shall be directly responsible to the Board of Directors, and, with the exception of the Nominating Committee, shall submit all plans prior to the execution thereof to the Board of Directors for approval.

Section 5. Within thirty (30) days after the conclusion of their appointment, all committees shall transfer their files to their successors or as directed by the Board of Directors.

Section 6. Upon approval of the Board of Directors, the President may declare a committee chairmanship vacant because of nonperformance of duties and appoint a successor.

ARTICLE VIII - FINANCIAL REVIEW

Section 1. A financial review shall be made of the Central Valley Chapter financial records by the Financial Review Committee appointed by the Board of Directors. The Financial Review Committee shall consist of two (2) current Central Valley Chapter members, preferably at least one (1) of who shall be a past Central Valley Chapter Treasurer, excluding the immediate past Treasurer. In addition, the Chairperson of the Financial Review Committee shall be given, prior to or at the May meeting, a list of the specific duties of the Treasurer to ensure that all necessary records are reviewed. Such financial review shall be completed by July 15, after the close of the fiscal year, a written report covering the financial review submitted to the Board of Directors, and the records transferred to the incumbent Treasurer.

Section 2. In the event of a vacancy in the office of Treasurer, a financial review shall be made of the Central Valley Chapter financial records by a qualified person or persons appointed by the Board of Directors

ARTICLE IX - DISSOLUTION

In the event of dissolution, abandonment, or termination of the Central Valley Chapter, no income, contribution, or other revenue or funds shall inure to the benefit of any individual or of any non-IAAP affiliated group, and any and all assets then possessed by the Central Valley Chapter, after current indebtedness has been paid, shall be disbursed at the discretion of the membership, i.e., IAAP Retirement Centers Trust, IAAP Research and Education Foundation, IAAP, or some other IAAP Chapter.

ARTICLE X - AMENDMENTS

Section 1. These Bylaws may be amended by a two-thirds (2/3) vote of the members present and voting at any meeting of the Central Valley Chapter, a quorum being present, providing the text of the proposed amendments has been submitted to the membership either in writing at least ten (10) days prior to the meeting date or by reading at the previous meeting. An amendment not previously submitted to the membership may be adopted by a unanimous vote of the members present and voting, a quorum being present.

Section 2. Standing Rules may be adopted without previous notice by a majority vote of the members present and voting, a quorum being present. They may be amended or rescinded by a two-thirds (2/3) vote of the members present and voting, a quorum being present, without previous notice, or by a majority vote if notice was given at a previous meeting.

Section 3. Automatic grammatical, punctuation, and correlation corrections in these Bylaws and Standing Rules or amendments thereto which in no way alter the intent of the respective Bylaw or Standing Rules or amendment shall be effected by the Bylaws and Standing Rules Committee, subject to the approval of the Board of Directors.

Section 4. Editing changes in the Bylaws and Standing Rules necessitated by amendments to the International Bylaws and Standing Rules, and/or Division Bylaws and Standing Rules, are subject to approval of the Board of Directors, approval of the Division Bylaws and Standing Rules Committee and notification to the membership.

These Bylaws and Standing Rules and/or amendments shall become effective upon adoption, unless otherwise specified.

BYLAWS ADOPTED MAY 5, 1999
BYLAWS AMENDED OCTOBER 4, 2000
BYLAWS AMENDED JUNE 1, 2004

CHAPTER STANDING RULES

1. The expenses of the delegate to the International Convention, Regional Conference, and Division meeting shall be reimbursed to the extent of registration, transportation by the most practical and economical means, and per diem expense not to exceed fifty dollars ($50.00); such expense or any part thereof to be reimbursed only if the Central Valley Chapter funds are available.

2. The expenses of the alternate to the International Convention, Regional Conference, and Division meeting shall be reimbursed to the extent of registration, only if the Central Valley Chapter funds are available.

3. Any delegate or alternate who has received any reimbursement for expenses to any International Convention, Regional Conference, or Division meeting shall present an itemized account of expenses to the Board of Directors within thirty (30) days of returning.

4. Upon the recommendation of the Board of Directors, approval of the Central Valley Chapter members, and the availability of funds, the transportation expense by the most practical and economical means (car expense to be based upon the actual receipt presented) shall be reimbursed to the specific Central Valley Chapter representative(s) to an IAAP-sponsored function. Such representative(s) shall give a report of said function at the next meeting.

5. Chapter Dues:

a) IAAP Headquarters shall bill all members for annual International, Division, and Central Valley Chapter dues and reimburse Central Valley Chapter for their portion.

b) The Chapter dues of any member transferring in or out of the Central Valley Chapter shall be prorated on a quarterly basis.

c) Members who have not paid annual Central Valley Chapter dues by thirty (30) days past their anniversary date shall be suspended from membership in the Central Valley Chapter.

6. Meetings shall be held at predetermined times and locations.

7. The IAAP logo and American flag shall be displayed at each meeting and shall be in the custody of the Secretary.

8. Meetings of the Board of Directors shall be held at a place and time, which shall be announced at the previous business meeting.

9. Notice of time and place of scheduled business meetings shall be sent in writing to each member at least ten (10) days prior to the scheduled meeting.

10. The reservation deadline will be abided by and no refunds will be made for cancellation after that time.

11. To ensure the wearing of the official IAAP pin, members of the Central Valley Chapter, if not wearing this emblem to a business meeting, will be fined one dollar ($1.00) as a Central Valley Chapter Ways and Means Project.

12. The CPS/CAP Committee may reimburse Central Valley Chapter members for CPS/CAP registration fees upon attainment of the CPS/CAP rating not to exceed the total of registration fee and fee for each part (only one fee reimbursed per part), provided the candidate has been a member of Central Valley Chapter for a minimum of one (1) year, provided the fees are not reimbursed by employer, and only if Central Valley Chapter funds are available.

13. The retiring President shall be presented with a Past Officer's pin and a plaque as a token of appreciation from the Central Valley Chapter.

14. Executives of the Central Valley Chapter members shall be honored in October.

STANDING RULES ADOPTED: May 5, 1999
STANDING RULES AMENDED: June 1, 2004