Article I – Name
This organization shall be known to its members and in the public as APICS Calgary Chapter Ltd. For the purpose of conducting business and when entering into any contractual agreements this organization will be known as their incorporated name of APICS Calgary Chapter Ltd. and will be referred to in this document as “the Chapter”. This chapter will operate within the Canadian District of APICS.
It shall be a not-for profit organization and no part of the net earnings shall benefit any individual member.
Article II - Purpose
The purpose of this chapter shall be:
To create and provide the opportunity for our members and community to exchange ideas in the field of Operations & Supply Chain Management (by means of meetings, seminars plant tours and other events as the chapter sees fit).
To provide educational learning opportunities to our members and community.
To share and disseminate information to our members and the public relating to APICS
To build and maintain a strong relationship with local students and a Student Chapter should one exist.
To improve awareness of the importance of “Operations & Supply Chain Management” and provide a network for recognition of those engaged in this field.
Article III – Membership
Section 1 - Classes of Membership
Classes of Membership shall be at the discretion of APICS and may be subject to change from time to time. Please refer to APICS or the Channel Partner Agreement for further details on the types or class of membership.
The Chapter will have the right to create and recognize special membership arrangements should the board of director’s vote to within the Chapter only such as the following.
Lifetime Member. Lifetime Members are past international presidents of APICS. These memberships are never invoiced. No association or chapter dues apply.
Retired Member. Designed for individuals who have reached the age of 62, are retired from formal employment, and have been APICS Chapter members for a minimum of 5 years. They receive a 50 percent discount off of national dues plus chapter dues, allocated at the discretion and approval of the chapter. They enjoy all the benefits of APICS membership.
Honorary Chapter members. Created at the request of the Chapter for those with outstanding contributions to APICS. No association or chapter dues apply.
Section 2 - Admission
Membership fee and process will be under administration of APICS. This Chapter will recognize members deemed to be in good standing with APICS.
Section 3 - Termination of Membership
Membership shall be terminated when a member
Is in arrears in the payment of dues, or
Is found by APICS to have reasonable grounds for termination of membership
Article IV – Dues and Finance
Section 1 - Dues and Chapter Fees
Membership dues and chapter fees will be determined by and administered by APICS.
Section 2 - Contracts, Letters of Intent
All contracts, releases, agreements, letters of intent, or commitments made in the name of, or on behalf of, the chapter or its incorporated entity shall be submitted to the chapter board of directors for appropriate review and signature by duly authorized person(s).
No contract may be made that will bind the chapter for amounts in excess of the funds of the chapter.
Section 3 - Non compensation
No member of the chapter board of directors shall receive compensation for services rendered in the management of the chapter.
Article V – Board Members
Section 1 - Election and Terms
Nominated members receiving a majority of the votes shall be elected to the board of directors for a term of one year; beginning July 1st. New elected board members will join the existing board of directors immediately following their election for the balance of the fiscal year as non-voting members. New members must serve a minimum of one year before they are allowed to vote. Appointed board members will join the board immediately as nonvoting members. This will provide continuity between the incumbent and retiring board members. Board members may be nominated for successive terms.
Elections shall be held annually at the Annual General meeting. Nominations from the floor will be recognized if the nominee is present.
Proxy votes will not be permitted
No more than 25 % of the board of directors shall be from one (1) firm.
The Executive Officers of the Chapter will be: President, Past President, Vice President, & Treasurer
At the discretion of the acting President, the following offices may be filled but not limited to: Director of Professional Development, Director of Education, Director of Programs, Director of Membership, Director of Public Relations, Director of Communications, Director of Marketing, Past President, ASC Liaison, ASC President, and Chapter Emissary. Descriptions and duties of these positions will be determined by the board upon successfully filling these offices.
Article VI – Board of Directors
Section 1 - Members
The board of directors shall consist of the elected officers of the chapter.
Section 2 - Functions and Duties
The Board of Directors shall be responsible for the establishment of policy for the chapter. It shall be responsible for the management of the affairs and activities of the chapter.
The Board of Directors will be responsible for the maintaining of the Incorporation of the Chapter.
Section 3 - Past President
The immediate past president shall be an ex-officio member of the board.
Section 4 - Board Meetings
The board shall meet no less than the minimum times required as set forth in the Channel Partner Agreement. The time and place will be designated by the board. Every effort should be made to meet at a time other than at the regular chapter professional development meeting. All motions shall require a majority (50% + 1) of votes from voting members of the quorum present to be passed.
Section 5 - Special Meetings
The president shall have the authority to call special meetings of the board of directors upon reasonable notice to the members.
Section 6 - Removal of Board Members from Office and Filling of Vacancies
Any member of the board, who fails to attend a total of three meetings of the board during the year, where that member has not given reasonable notice, shall be deemed to have automatically resigned from the board.
If the president is temporarily unable to perform his or her duties, the Past President or an officer appointed by the Board of Directors shall perform these duties during such temporary period.
All vacancies on the board of directors between elections shall be filled by appointment by the president.
Article VII – Committees
Committees may be appointed by the president to accomplish the general purpose, or special projects, of the chapter.
Article VIII – Parliamentary Authority and Suspension of Rules
Section 1 - Parliamentary Authority
All meetings of the duly constituted bodies of the chapter shall be guided 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 general or special meeting of the membership.
Section 3 - Interpretation of the Bylaws
The chapter board of directors shall be the authority for the interpretation of these bylaws.
Section 4 - Non-conflict with Chapter Bylaws, Channel Partner Agreement or Provincial Laws of Incorporation
The bylaws of this chapter shall be in harmony with and not conflict in any manner with the Channel Partner Agreement of APICS or laws of incorporation within the legal jurisdiction of the chapter. If a conflict exists the Laws of the Province will prevail.
Article IX – Dissolution
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 or other chapter assets are to be donated to an APICS chapter within the district of the disbanding chapter. The District Manager’s approval must be obtained for the distribution of the assets to the chapter within the Canadian District.
Article X – Amendments
Section 1 - Proposals
Amendments to these bylaws shall be proposed in writing to the Chapter board of directors by a special bylaw committee or by a request signed by five or more members in good standing.
The Chapter board shall authorize the Secretary or assigned delegate to submit proposed amendments in writing to the entire Chapter membership at least two weeks before a meeting at which the amendments are to be voted upon or, if a mail vote is solicited, at least 30 days before the date on which the votes are to be counted.
Section 2 - Voting
An affirmative vote of two-thirds of the members voting shall be required for the adoption of an amendment to these bylaws.
Article XI – Quorum
Section 1 - Membership Quorum
The members present at any regular meeting of the chapter shall constitute a quorum of the chapter.
Section 2 - Board Quorum
Fifty percent plus one (50% +1) of the members of the voting members of the board of directors shall constitute a quorum of the board and shall be voting members.