APTA-SD BYLAWS
BYLAWS OF THE AMERICAN PHYSICAL THERAPY ASSOCIATION SOUTH DAKOTA CHAPTER (APTA-SD)
ARTICLE I: NAME AND RELATIONSHIP TO AMERICAN PHYSICAL THERAPY ASSOCIATION Section 1: Name
The American Physical Therapy Association South Dakota Chapter (“the Chapter”), shall be a chapter of the American Physical Therapy Association, (“the Association”)
Section 2: Jurisdiction
The geographic jurisdiction of the Chapter shall coincide with the boundaries of the state of South Dakota.
ARTICLE II: OBJECT & PURPOSE
The object of the Chapter shall be the object of the Association. The Chapter shall conduct its activities in accordance with the purposes set forth in the Chapter’s corporate articles which shall be consistent with the purposes of the Association.
ARTICLE IV: MEMBERSHIP
Section 1: Categories and Qualifications of Members
A. The Chapter membership categories and qualifications for Physical Therapist, Retired Physical Therapist, Life Physical Therapist, Student Physical Therapist, Physical Therapist Assistant, Retired Physical Therapist Assistant, Life Physical Therapist Assistant, and Student Physical Therapist Assistant shall be the same as those of the Association.
B. In addition, the Chapter shall maintain a single Corresponding Member category for Physical Therapist, Physical Therapist Assistant, Student Physical Therapist, and Student Physical Therapist Assistant members who are not assigned to the Chapter. Corresponding members shall have the rights as stated in the Association bylaws.
Section 2: Rights of Members
A. The rights of the Chapter’s members and corresponding members shall not be in conflict to with those established in the Association bylaws.
B. Physical Therapist Assistant members, Retired Physical Therapist Assistant, and Life Physical Therapist Assistant shall have one (1) vote at Chapter level.
Section 3: Admission to Membership
Admission to Chapter membership is by assignment by the Association’s Board of Directors or chosen by a member as provided in the Association bylaws.
Section 4: Dues
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A. Chapter dues shall be on an annual basis with the following categories of members:
(1) Physical Therapist, Physical Therapist – Post-Professional Student, Physical Therapist Assistant, Life Physical Therapist, Life Physical Therapist Assistant, Student Physical Therapist, Student Physical Therapist Assistant, Retired Physical Therapist, Retired Physical Therapist Assistant, Corresponding, Corresponding Student
a. Retired Physical Therapist and Retired Physical Therapy Assistant must have
documentation of previous chapter membership to be eligible for category
rate.
(2) The Chapter Executive Secretary/Director may be contacted for each category rate (rates may be subject to change)
B. Student Physical Therapist and Student Physical Therapist Assistant member dues are for 12 months from the time of renewal or join date. As of the last day of the graduation month, the Student Physical Therapist or Student Physical Therapist Assistant member automatically converts to the Physical Therapist or Physical Therapist Assistant member category for the remainder of the 12 months of membership. Once the membership remainder expires, these new Physical Therapist and Physical Therapist Assistant members are eligible for one year of membership at 50% of the chapter dues rate for a Physical Therapist or Physical Therapist Assistant member.
C. All dues shall be for the period specified in the Association bylaws and shall be payable following the Association’s schedule.
D. All dues’ changes approved by the Chapter membership and approved by the Association’s Board of Directors before the Association’s deadline will become effective on the first of the Association’s next fiscal year.
E. The Chapter Board of Directors may offer reduced rates for Chapter dues as an incentive to promote membership.
Section 5: Good Standing
A member must be a member in good standing with APTA to be a member in the Chapter. A member of the Chapter who is suspended by APTA shall have their membership rights suspended in the Chapter. Any member who is expelled from membership by APTA shall be expelled from Chapter membership.
Section 6: Disciplinary Action
The Chapter shall follow the Association’s binding ethical documents, and any ethics complaints against a member shall be processed in accordance with the Association's policies.
Section 7: Reinstatement
The Chapter shall reinstate members in accordance with APTA’s policies. The Chapter shall not charge a reinstatement fee.
ARTICLE V: GENERAL MEMBERSHIP MEETINGS
Section 1: Regular and Annual Meetings
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Regular meetings of the membership shall be called by the Board of Directors. Regular meetings shall be held at least annually and shall be held at such time and place as specified by the Board.
Section 2: Special Meeting(s)
Special meetings of the general membership may be called by the Board of Directors, Chapter President, two (2) officers, or on written request of thirty-five (35) members.
Section 3: Notice of Meeting Requirements
Notice of meetings to each member of the Chapter shall be provided not less than 30 days prior to a meeting stating place, date, and time. In the case of a special meeting, the purpose for which the meeting is called will also be communicated.
Section 4: Voting and Quorum
A quorum for a meeting of the Chapter membership shall consist of 30 of the voting members in good standing; a majority of votes are required to carry a matter where a quorum exists, unless otherwise provided by these bylaws or applicable state law. Proxy voting is permitted at meetings of voting members. At the discretion of the Board, membership meetings may be held virtually, or decisions may be made by the membership electronically to the fullest extent allowed by law.
Section 5: Reporting
All meeting minutes shall be submitted to the Association within 45 days after the date of the meeting.
ARTICLE VI: OFFICERS, BOARD OF DIRECTORS
Section 1: Authority
The governing body of the Chapter is its Board of Directors, which has authority and is responsible for governance of the Chapter.
Section 2: Composition
A. Board of Directors and Duties:
The Board of Directors (hereafter referred to as Chapter Board) shall consist of seven members. This includes the President, President-Elect, Secretary, Treasurer, the Chief Delegate to the Association House of Delegates, the Chapter Representative to the Physical Therapist Assistant (PTA) Council and one (1) Director.
B. Chapter Board duties:
(1) Conduct the business of the Chapter in the best interest of the Chapter,
(2) Approve all bills over one hundred dollars ($100.00) that are not within budget, and all bills over one thousand dollars ($1000.00) of approved budgeted item(s).
(3) Carry out the strategic plan of the Chapter as determined by the members,
(5) Appoint the Chairperson and members of all Chapter committees except the Nominating Committee
(6) Bring before the membership in an appropriate manner, communications from the Association for applicable action and/or information,
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(6) Make a report at each Chapter meeting, and
(7) Take no action that is in conflict with Chapter or Association Bylaws.
C. The Director shall:
(1) serve as a member of the Chapter Board,
(2) participate in planning and decision-making for the Chapter,
(3) assume such other duties as assigned by the President or Chapter Board.
D. Officer Positions and Duties:
The elected officers of the Chapter are a President, President-Elect, Secretary, and Treasurer. The officers perform those duties that are usual to their positions and that are assigned to them by the Board of Directors. In addition, the President presides at meetings of the voting members and of the Board of Directors, the President-elect acts in place of the President when the President is not available, the Secretary is responsible for minutes of the meetings of the voting membership and of the Board of Directors as well as for overseeing the maintenance of records of the Chapter, and the Treasurer is the financial officer of the Chapter.
E. Officer Duties:
(1) The President shall:
a. preside at all meetings of the Chapter and the Chapter Board,
b. serve as the official spokesperson (or designate a spokesperson) for the Chapter, c. be an ex officio member of all Chapter committees except the Nominating Committee and the Ethics Committee,
d. serve as a member of the Chapter Board,
e. participate in planning for the Chapter.
(2) The President-Elect shall:
a. assume the duties of the President in the absence or incapacitation of the President,
b. succeed to the office of President,
c. perform such other duties as assigned by the President or Chapter Board, d. serve as a member of the Chapter Board,
e. participate in planning and decision-making for the Chapter.
(3) The Secretary shall:
a. record the proceedings of all meetings of the Chapter and Chapter Board, b. provide a copy of the minutes of each meeting to the President,
c. maintain a copy of the minutes of each meeting in the Secretary’s file,
d. prepare reports to the Association as required,
e. assume such other duties as assigned by the President or Chapter Board, f. serve as a member of the Chapter Board,
g. participate in planning and decision-making for the Chapter.
(4) The Treasurer shall:
a. be the custodian of all the funds of the Chapter,
b. keep an itemized record of receipts and disbursements,
c. be authorized to pay bills under one thousand dollars ($1000.00)
without prior approval if the bills are for previously budgeted expenses or are not
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within budget but are approved by the Chapter Board,
d. pay bills of one thousand dollars ($1000.00) or more upon approval of the
Chapter Board,
e. present a written report at each meeting of the Chapter and to the Chapter
Board upon request,
f. serve as a member of the Chapter Board,
g. participate in planning and decision-making for the Chapter,
h. assume such other duties as assigned by the President or Chapter Board.
Section 3: Meetings of the Board
A. Each member of the Chapter Board shall have one vote. The Chapter Board may invite other chapter members to be liaisons to the Board meetings, but such liaisons may not vote.
B. Four members of the Chapter Board shall constitute a quorum.
C. Advance notice shall be given (as in Article VI, Sec 3) to each Chapter Board member not less than forty-eight (48) hours before the meeting is held.
Section 4: Qualifications
A. Only such members of the Chapter as are provided for in the Association By-laws who are members in good standing and who have consented to serve shall be eligible for election to office.
B. Physical Therapist Assistants may hold office subject to the limitations specified in the Association bylaws, Article IV, Section 4, subparagraph B.
Section 5 Election and Term of Office
An election by the membership is held annually to choose new members of the Board of Directors in their election year. Board members shall serve a term of two years, or until their successors are elected. Directors serve until their successors are elected and qualified; they may be elected for successive terms. Terms will start January 1st after the Fall Meeting of the previous year.
Section 6: Resignations and Removals
A director may resign by providing written notice to the Board of Directors. A director may be removed with or without cause by a vote of the membership. Further, if a director resigns or is expelled from Chapter membership, such director shall automatically cease to serve as director of the Chapter.
Section 7: Vacancy
If a vacancy occurs on the Board for any reason, the position is filled for the unexpired portion of the term by the Board.
A. Vacancies
(1) The President-Elect shall succeed to the office of the President (if the President is unable to complete the term) for the unexpired portion of the term.
(2) Vacancies of any other office and of the Director shall be filled by appointment of the Chapter Board for the unexpired portion of the term, with the exception of the President-Elect position, which shall be filled by a special election held during a
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meeting.
Section 8: Meetings and Actions of the Board
The Board of Directors meets at least annually at the times and places designated by the Board. Notice of meetings is given pursuant to policies established by the Board or as otherwise required by applicable state law. A majority of voting directors forms a quorum, and a majority of votes are required to carry an action where a quorum is present, unless otherwise required by these bylaws or applicable state law. Proxy voting is not permitted. At the discretion of the Board, meetings may be held virtually, or decisions may be made by the Board electronically to the fullest extent allowed by law.
ARTICLE VII: COMMITTEES
Section 1: Finance Committee
A. Composition
(1) The Treasurer and three members of the Chapter appointed by the Chapter Board shall serve as the Finance Committee.
(2) The appointment shall be made at the annual meeting in the Fall.
(3) The Finance Committee members shall serve for one year and may be re-appointed. B. Duties
(1) The Finance Committee is responsible for advising the Board of Directors on matters pertaining to financial needs, growth, and stability, preparation, and presentation of an annual budget to the Board of Directors, investment policies, and compliance with financial obligations to APTA.
(2) The appointed members of the Finance Committee should ensure that an audit is performed in the Treasurer's books.
Section 2: Ethics Committee
A. Composition
(1) The Ethics Committee shall consist of three members, one member will be appointed annually by the Chapter Board at the annual meeting in the Fall.
(2) The individual with the most seniority on the committee shall serve as Chairperson. (3) The Ethics Committee members shall serve for a two-year term and may be re appointed.
B. Duties
(1) The Ethics Committee is responsible for interacting with the APTA Ethics and Judicial Committee, to refer ethics complaints to the Ethics Judicial Committee, and to
promote ethics related educational resources to members. In lieu of an Ethics
Committee, the Board of Directors may elect to designate an Ethics Liaison to interact with the APTA Ethics Committee, to refer ethics complaints to the Ethics Judicial
Committee, and to promote ethics related educational resources to members.
(2) Carry out all other duties as may be requested by the Chapter Board.
Section 3: Nominating Committee
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A. Composition
(1) The Nominating Committee shall consist of at least three eligible members elected by the Chapter. At least one member shall be elected each year, at the Annual Meeting in the Fall, who shall serve a term of three years or until the election of his/her
successor.
(2) The senior member of the committee shall serve as Chairperson.
(3) Any vacancies shall be filled by the Chapter Board until the next regular election at which time the vacant position shall be filled for the unexpired portion of the term.
B. Duties
(1) The Nominating Committee is responsible for nominating candidates for open director and officer positions.
(2) A Nominating Committee Report shall be made available to all members at least a month prior to the Annual Meeting.
(3) The Nominating Committee shall prepare a slate of one or more candidates of eligible Chapter members for each position to be elected, including a Physical Therapist
Assistant for the Representative to the PTA Council.
Section 4: Other Committees
The Board may appoint such committees, task forces, or work groups as it deems necessary or advisable. All committees which consist entirely of directors shall be Board committees and shall have and exercise the authority of the Board as may be designated by the Board. All non-Board committees shall not have or exercise the authority of the Board but may advise and make recommendations to the Board.
ARTICLE VIII: DISTRICTS AND SPECIAL INTEREST GROUPS
Section 1: Establishment and Dissolution
The Chapter’s Board of Directors may establish subgroups, such as districts and special interest groups, within its territory. A district of the Chapter shall be established and/or dissolved in accordance with the rules and conditions specified by Chapter policy.
Section 2: Districts
A. Creation
(1) Twenty (20) members may petition the Chapter Board to create a District.
(2) The petition shall include:
a. Name of the District.
b. Jurisdiction of the District.
c. Proposed Rules of Order for the District to include formation, dissolution
(voluntary or involuntary), and election of officers (if any).
(3) Creation and dissolution of districts shall be by a two-thirds (2/3) vote of the Chapter’s voting members present at any regular meeting of the Chapter.
B. Any District the Chapter may create shall not:
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(1) Operate under policy or rules of order that are inconsistent with Chapter or
Association bylaws or have not been approved by the Chapter Board of Directors. (2) Establish dues or levy assessments to Chapter members.
(3) Profess or imply that it speaks for or represents the Chapter or its members unless authorized by the Chapter's Board of Directors.
Section 3: Special Interest Groups
A. The Chapter may authorize the establishment of a Special Interest Group when:
(1) Six (6) members petition the Board to establish a Special Interest Group.
(2) There is a specific common interest; among the petitioning members, to meet, confer and promote said common interest.
(3) The petition shall include:
a. Name of Special Interest Group
b. Purpose of the Special Interest Group
(4) The Board shall determine the rules and conditions to establish and dissolve any Special Interest Group.
(5) Creation and dissolution of Special Interest Groups shall be by two-thirds (2/3) vote of the Chapter’s voting members present at any regular meeting of the Chapter.
B. A special interest group shall not:
(1) Operate under policy or rules of order that are inconsistent with Chapter or
Association bylaws or have not been approved by the Chapter Board of Directors. (2) Establish dues or levy assessments to Chapter members.
(3) Profess or imply that it speaks for or represents the Chapter or its members unless authorized by the Chapter's Board of Directors.
ARTICLE IX: DELEGATES TO THE ASSOCIATION’S HOUSE OF DELEGATES
Section 1: Qualifications
A. The qualifications of delegates shall not conflict with the Association’s bylaws. B. A Chapter Delegate may not serve concurrently as a delegate for any other delegation.
C. The Chapter shall notify the Association headquarters of the names of Chapter Delegates, as required by the Association’s policies and procedures, including the Standing Rules of the House of Delegates.
D.The Chapter shall be represented in each session of the House of Delegates unless a waiver is approved by the Board.
E. The Chief Delegate shall have at least one (1)-year prior experience as a Delegate. The Chief Delegate will be appointed by the Chapter Board from the Delegates elected by the Chapter’s members.
Section 2: Election and Term
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A. Chief Delegate and Chapter Delegate(s):
(1) Delegates shall be elected to a four-year term.
(2) Shall be elected in the number to which the Chapter is entitled as set forth by the Association,
(3) Elections will be held at the annual meeting every two years with terms to begin January 1, after the Fall Meeting of the previous year.
(4) An alternate Delegate shall be appointed by the Board when the need arises,
(5) Delegates may serve successive terms.
Section 3: Duties of Delegates
A. The Chief Delegate shall:
(1) Attend all annual and special meetings of the House of Delegates of the Association. They will present to the House of Delegates such matters as are directed by the Board of Directors and/or voting body. To vote at the House of Delegates in accordance with instructions and/or policies of the Chapter,
(2) Investigate all information pertinent to the annual session of the Association House of Delegates,
(3) Present such information received from the Association to the Board for discussion and action,
(4) Coordinate actions of the Chapter’s voting delegation during the Association House of Delegates ,
(5) Prepare a summary of action taken by the Association House of Delegates for publication in the Chapter newsletter,
(6) Report to the Chapter membership at the Chapter meeting immediately following the annual session of the Association House of Delegates any action taken at the House of Delegates.
B. Chapter Delegate(s) shall:
(1) Attend all annual and special meetings of the House of Delegates of the Association. (2) Present such matters to the House of Delegates of the Association as directed by the Chapter Board and/or Chapter voting body,
(3) To vote at meetings of the House of Delegates in accordance with direction of the Chapter.
ARTICLE X: REPRESENTATIVE TO THE PHYSICAL THERAPIST ASSISTANT COUNCIL (PTA COUNCIL) Section 1: Qualifications
A. The qualifications of the representative shall be as stated in the Association’s policy.
B. The Chapter shall notify the Association headquarters of the name of the Representative, as required by the Association.
Section 2: Election and Term
A. Chapter Representatives:
(1) Shall be elected to a two-year terms and may serve successive terms.
(2) Shall be elected in the number to which the Chapter is entitled as set forth by the PTA
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Council.
(3) Elections will be held at the annual meeting every two years with terms to begin January 1 after the Fall Meeting of the previous year.
(4) An alternate representative shall be appointed by the Chapter Board when the need arises,
(5) Candidates for Chapter Representative(s) shall be elected by the Chapter’s voting members.
Section 3: Duties of Representative
A. The Chapter Representative shall:
(1) Attend all meetings of the annual and special meetings of the PTA Council,
(2) Investigate all information pertinent to the annual session of the PTA Council, (3) Prepare a summary of action taken by the PTA Council for presentation at the next Board meeting,
(4) Report to the Chapter membership at the Chapter meeting immediately following the annual session of the PTA Council any action taken during the session of the PTA Council,
(5) To present to the PTA Council such matters as are directed by the Board of Directors and/or voting body,
(6) To vote at meetings of the PTA Council in accordance with direction of the Chapter.
ARTICLE XI. REPRESENTATIVE TO THE APTA STUDENT COUNCIL
Section 1: Qualifications
A. The qualifications of the representative shall be as stated in APTA policy.
B. The Chapter shall notify Association headquarters of the name of the representative, as required by the Association.
Section 2:
A. The Representative to the APTA Student Council shall be by appointment of the Chapter’s Board of Directors. The representative shall be appointed at the during annual (Fall) meeting fora term of one year, and may be re-appointed. Terms start January 1st after the annual (Fall) meeting.
Section 3: Duties of Representative
A. The APTA Student Council Representative shall:
(1) Engage with student members across the Chapter and the Association, increasing member value.
(2) Collaborate with other council representatives to highlight best practices and empower success.
(3) Participate in council activities at the APTA Leadership Congress.
(4) Seek opportunities for involvement within the Chapter or Association components (5) Serve as ambassadors for the Chapter and APTA.
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ARTICLE XII: ELECTIONS
Section 1: Elected Positions
Chapter positions to be elected are the President-Elect, Secretary, Treasurer, Director, Chapter Delegate(s), Chapter Representative to the APTA Physical Therapist Assistant Council, and the Nominating Committee.
Section 2: Time of Elections
A. Annual meeting of the Chapter
(1) The President-Elect and Secretary shall be elected at the annual meeting of the Chapter in even-numbered years.
(2) The Treasurer and Director shall be elected in odd-numbered years.
(3) The Chapter Delegate(s) to the House of Delegates shall be elected at the annual meeting of the Chapter in even-numbered years. The terms shall be staggered so the Chapter Delegate(s) are elected in different even-numbered years.
(4) The PTA Council Representative shall be elected at the annual meeting of the Chapter in odd-numbered years.
(5) The Nominating Committee shall be elected at the annual meeting of the Chapter. Section 3: Election Procedure
A. Ballot
(1) Election shall be by ballot unless there is but one (1) nominee for the position being elected when a voice vote may be called.
(2) Absentee ballots may be used if requested in writing thirty (30) days prior to the scheduled election from the Chairperson of the Nominating Committee.
(3) For election purposes only, absentee ballots shall count toward the quorum for the meeting.
B. Counting the vote
(1) Tellers shall be appointed by the President, or presiding officer, for the purpose of counting the ballots.
(2) The nominee receiving the highest number of votes shall be declared elected. (3) In the event of a tie, re-balloting by those members present at the meeting shall be held to determine the election.
C. Results of the election shall be reported to the Association within forty-five (45) days.
ARTICLE XIII: FINANCE
Section 1: Fiscal Year
The fiscal year of the Chapter shall be January 1 through December 31.
Section 2: Limitation of Expenditures
No officer, employee, or committee shall expend any money not provided in the budget as adopted or spend any money in excess of the budget allotment, except by order of the Chapter's Board of
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Directors. The Board of Directors shall not commit the Chapter to any financial obligation in excess of its current financial resources.
Section 3: Reporting
The Chapter shall submit its annual financial statements, tax returns, and audit report to the Association when and as directed by the Association.
ARTICLE XIV: DISSOLUTION
Section 1: Dissolution of the Chapter
The Chapter shall be dissolved in accordance with the Association’s bylaws and applicable state law.
The Chapter may dissolve subject to a recommendation to dissolve supported by no less than a three fourths (3/4) vote of the Board and three-fourths (3/4) vote of the Chapter’s voting members.
ARTICLE XV: MISCELLANEOUS
Section 1: Assets, Books and Records
A. The Chapter shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board, and Board committees, and shall keep a record giving the names and addresses of the members entitled to vote.
B. If the Chapter is dissolved, its property and records shall be conveyed to the Association after payment of any bona fide debts. The Association shall not be obligated for any Chapter debts unless the Chapter has been specifically authorized by the Association’s Board to act on behalf of the Association.
Section 2: Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order Newly Revised, where not in conflict with the Chapter’s Articles of Incorporation, bylaws, or other policies, or applicable state law, shall govern meetings and actions of the membership and of the Board.
Section 3: Association as Higher Authority
The Chapter shall submit minutes of all proceedings of its members to the Association within forty-five (45) days of such meeting. In addition, the Chapter shall maintain records related to membership, programming, publications, and other activities and operations, and shall provide them for review by the Association upon request. In addition to the Chapter’s corporate articles and bylaws, the Chapter is governed by the Association as its higher authority, the Association’s bylaws, standing rules, and all applicable policies and procedures.
ARTICLE XVI: AMENDMENTS
Section 1: With Notice
These bylaws may be amended by a two-thirds (2/3) vote at any meeting of the Chapter provided the proposed amendment has been sent to the eligible voting members thirty (30) days prior to that meeting.
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Section 2: Without Notice
These Bylaws may be amended without previous notice only by a unanimous vote at any meeting of the Chapter.
Section 3: Approval Procedure
Amendments to the Chapter Bylaws shall become effective upon approval in writing by the Association's Board of Directors except that changes in Chapter dues shall become effective on the first day of the Association’s next fiscal year following approval.
Section 4: Editorial and Agreement Changes
If the intent of an amendment is editorial or to bring the Chapter’s Bylaws into agreement with those of the Association, the amendment shall be made as required by the Chapter President and shared with the Board of Directors. The Chapter President shall notify the Chapter’s membership that such amendments have been made.
Section 5: Corporate Articles
Corporate articles shall be amended in accordance with state law.
By-law changes discussed and passed unanimously by membership quorum on 5/13/24.