By-Laws

ARTICLE I – NAME AND AFFILIATION

The name of this organization shall be American Production & Inventory Control Society, Fox Valley Chapter, Inc. (FOXV), and is incorporated as a non-stock corporation under Chapter 181 of the Wisconsin State Statutes.

This Chapter shall be affiliated with the international organization known as American Production & Inventory Control Society, Inc. with headquarters located in Chicago, IL.  The “International Society” is further divided into regions with the Fox Valley Chapter being assigned to Region 14.

ARTICLE II – PURPOSES

The Fox Valley Chapter has been organized and shall be operated exclusively for professional and educational development purposes as set forth in Section 501 (c) (6) of the Internal Revenue Code of 1954.  In furtherance of such purposes, it shall:

1. Foster and maintain high standards in the profession of, but not limited to supply chain and integrated resource management including both business and/or service related areas of operations, materials and supply chain management programs and objectives, and to promote the recognition of this profession throughout industry.
2. To provide opportunity for the mutual exchange of challenges and ideas related to professional areas mentioned in Article II, Section A. above, and increase awareness of the international and local capabilities of APICS as a global educational leader across the Fox Valley Chapter’s area of influence.
3. Promote the APICS “Body-of-Knowledge” through local educational programs available to both members and non-members helping to increase their knowledge of specific industry techniques and programs within the profession.
4. Ensure that Fox Valley Chapter member volunteers are recognized, and rewarded for their efforts in support of meeting Chapter objectives.

ARTICLE III – MEMBERSHIP

1. Membership:  Shall be composed primarily of persons who are engaged or interested in the field of manufacturing operations and control and/or integrated resource management and related service industries and academia objectives.
2. Application:  Application for individual, corporate or student membership can be accomplished by completing the on-line “Application for Membership” form found at www.apics.org.  Society mailed renewal “Application for Membership” forms should be completed and mailed to the appropriate APICS Society address indicated on the application form and include the correct amount of dues required (NOTE: On-line payments can only be made using a credit or debit card).
3. Classes of Membership:
   1. Individual Chapter Members:  Includes those under Article III, Section B that have paid their annual Society and Chapter dues or APICS members in good standing who transfer from another Chapter.
   2. Student Member:  Persons not regularly employed in industry, who are engaged full-time in the study of production and inventory control, materials management, supply chain management, logistics, operations management, resource management or similar curriculum.  Such members may not vote nor hold elective office; unless in their final year of college/student chapter service.  However, student members not in their final year of college/student chapter service may be appointed as “Directors” on the BOD to assist Chapter functional VPs.
   3. Enterprise Member:  A member specified by a company, who holds a enterprise membership.  Such members may vote during the period they represent their enterprise member company. 
   4. Retired Member:  Anyone 62 years of age or older who has been an APICS member for at least five years.  Nominations for retired members must be submitted to and approved by the Chapter BOD and subsequently approved by majority vote of the members present at a regular meeting.  Such members may not vote nor hold elective office; however, they may be appointed as “Directors” on the BOD to assist Chapter functional VPs.
   5. Honorary Member:  Recommendations for honorary membership may be made by individual members only, and shall be elected by a majority vote of the members present at a regular meeting. No more than one honorary member shall be elected during any respective member year. The honorary member shall be a person, who qualifying as an individual member has acquired a broadly acknowledged eminence in the art and science of Production and Inventory Control.  Such members may not vote nor hold elective office.
   6. Academic Professional:  Individuals must be currently employed full-time by one or more accredited academic institutions as Professor, Assistant Professor, Associate Professor, Researcher, Dean, Lecturer, equivalent international title.  Individual may not serve solely as an adjunct professor or consulting instructor.  Individual will attest to employment status on initial application and annual renewal with APICS Headquarters.  (Available 1/1/08).

ARTICLE IV – CHAPTER DUES

1. Annual dues are payable upon joining APICS and annually thereafter on the member’s anniversary date.
2. The Board of Directors shall annually set the amount of dues to be paid by each class of membership. These dues will include the local Chapter as well as those set by APICS “International Society Headquarters.”

ARTICLE V – TRANSFER OF AFFILIATION

Member transfer of affiliation from one Chapter to another shall be made with the approval of the Chapter to which the member is to be transferred. Affiliation with the original Chapter shall continue until transfer is completed and Chapter dues paid to the original Chapter shall remain with that Chapter.  This Article will also apply to corporate member transfers.

ARTICLE VI – TERMINATION OF MEMBERSHIP

1. A member may resign from the Chapter at any time by signing his/her intentions in writing to the Fox Valley Chapter Recording Secretary. Refund of dues will not be made.
2. The VP Finance will notify any members whose dues remain unpaid three months after the due date in writing that they are delinquent. If membership dues remain unpaid at the end of six months, his/her name will be referred to the membership committee to ascertain whether he/she is still interested in membership. On recommendation of the membership committee, the delinquent member will be dropped, or restored to membership upon full payment of dues.  Members that are dropped will have their names removed from membership roles and will not be eligible to vote nor hold office unless reinstated as previously outlined in this Section.
3. The application of reinstatement by any member who has been dropped for non-payment of dues shall be considered in the same manner as the application for a new member.
4. The Fox Valley Chapter BOD may elect (by majority vote) to excuse an individual member from payment of Chapter dues, if, in their judgment, there is good and sufficient reason.
5. Membership my be terminated upon a simple majority vote of the Fox Valley Chapter BOD for conduct unbecoming of a member, after that member has been notified in writing of the charges and been given ample opportunity to defend themselves of those charges.  A suspended member shall have inactive status until reinstatement by the Fox Valley Chapter BOD. Reinstatement may not be considered until the end of that respective Chapter member year.  The name of an expelled member shall be stricken from the membership roll.  No pro rata refund of dues shall be awarded to members who are dropped.

ARTICLE VII – LIABILITY AND INDEBTEDNESS

No members shall become liable to the Fox Valley Chapter, nor become liable on behalf of the Chapter for any monies other than annual dues, as a result of being a member.  Financial obligations due the Chapter by any member shall be on a payable-in-advance basis.  This Article has no bearing on the type of financial and business obligations made on behalf of the Chapter and referred to in Article XI.

ARTICLE VIII – FISCAL YEAR

The fiscal year of the Fox Valley Chapter shall be July 1st to June 30th of each calendar year.

ARTICLE IX – MEMBERSHIP MEETINGS

The meetings of the Fox Valley Chapter shall be initiated as prescribed in the following:

1. Regular monthly Professional Development (PDM) meetings of the Chapter shall be held each month at a time and place as determined by the VP of Programs or designee and approved by the BOD. At the discretion of the board, a minimum of four meetings per year may be dispensed with.
2. The President under advisement of the Officers of the Board shall determine monthly BOD meetings and meeting locations.  Other special BOD meetings may be called by the President or by two or more BOD members.  Notice of such meetings shall be sent to each BOD member in time to be received at least five days prior to the meeting.  Electronic notification is allowed if verification of receipt by each elected BOD member is required and received.
3. Unless otherwise designated by the BOD, the April meeting shall be the annual meeting for reports from all officers and committee chairpersons prior to the annual election.  The President will coordinate these reports to ensure adequate coverage of activities and for brevity.
4. Special meetings may be called by the President, by the majority of the BOD, or by written petition of one-fourth of the members authorized to vote. Only such business may be conducted at special meetings as is specified in the special meeting call to notice.  Such special meetings may not replace regular meetings except where specifically provided for in these Bylaws.
5. Notice of all regular and special meetings shall be made to the membership at least seven days prior to the meeting.  Such notice shall state the purpose of the meeting as well as the time and place of the meeting.  The Chapter newsletter and website may be used to issue such notices.
6. Regular and corporate members who attend a regular or special meeting of the Fox Valley Chapter, either in person or by written proxy, shall constitute a quorum capable of transacting all business brought before the meeting, provided due notice has been made under Section E of this Article.
7. Any member failing to attend a meeting, either in person or by submitting a written proxy, shall be considered to have waived the right to participate in the transaction of business and, thereby, to have consented to and, thus ratified such action(s) taken by the majority of those present, either in person or by written proxy.
8. Except as provided in Article XI, a majority vote of the membership present at the meeting, in person or by written proxy, shall govern in all matters properly introduced during the meeting, except that, should a financial obligation on the part of the Fox Valley Chapter be authorized or created, the provision against personal liability (Article VII) shall be made a written part of the obligation instrument.
9. Proxies shall be received at the Chapter’s headquarters or other announced location for verification and recording at least seven days prior to the hour of the meeting in which the proxies apply, and the President (or designee) shall determine the validity of such proxies subject to the right of appeal to the BOD.
10. Absentees desiring consideration of matters at a Chapter meeting shall submit such matters in writing to the President at least ten days prior to the meeting date.
11. Except as provided in Article IX, Section F, the presence of at least one-half of all elected BOD members shall constitute a quorum for the transaction of business.  Minutes shall be kept of all BOD meetings. 
12. Except as provided otherwise in these Bylaws, electronic voting and Chapter business is allowed if verification of receipt by each elected BOD member is received according to the requirements set forth at the beginning of this Section.

ARTICLE X – ANNUAL TRANSITION MEETING

As soon as practicable after adjournment of the regular April Professional Development Meeting (PDM), the incoming President shall call a meeting (Transition Meeting) of the newly elected BOD to plan the Chapter’s activities and to budget for the new year.  The meeting should occur prior to the end of the Chapter’s fiscal year at the end of June.

ARTICLE XI – GOVERNMENT

The control and management of affairs, property and fund of the Chapter shall be vested in the Board of Directors.  All questions coming before the Chapter, its duly authorized governing body and committees, shall be decided by a majority vote of the votes cast unless otherwise specifically provided for in these Bylaws.

ARTICLE XII – NOMINATION AND ELECTION OF BOARD OF DIRECTORS

1. Members of the Fox Valley Chapter BOD shall, at a minimum, be duly elected or appointed from the membership as defined in Article III, Section C.  The BOD shall determine the number of Directors and/or Committee Members.  The Board of Directors shall manage any BOD position(s) vacancies annually for the remaining term.
2. During February, a nominating committee appointed by the President and approved by the BOD, composed of a chairperson and however many other members as may be deemed necessary, who hold no elected position on the BOD, shall select candidates for prospective vacancies on the BOD.  Nominations shall be presented to the membership by the Nominating Committee chairperson at the regular March PDM.  Nominations can be presented either verbally or in writing.  Nominations from the floor will also be accepted at the regular March meeting.  Nominations will be closed at midnight on March 31st.  A majority of the members in good standing attending the regular April meeting shall decide the election.  Elected officers shall take office on July 1st of each year.
3. Members shall be elected to the BOD as “functional officers” and shall serve the Chapter as outlined in Article XIV.  The elected officers shall be:

President

Executive Vice President

Vice President – Finance

Vice President – Education

Vice President – Marketing

Vice President – Membership

Vice President – Programs / Logistics

Vice President – MIS (Website)

Vice President – Company Coordinator

Vice President – Recording Secretary        

Vice President – Communications (Newsletter Editor)

Vice President – Faculty, Student Advisor

The remainder of the BOD shall be made up of the immediate Chapter Past President and, the addition of non-voting committee members as appointed under Article XII, Section A.

ARTICLE XIII – BOD OFFICER TERM

1. Except as otherwise provided in these Bylaws, elected BOD officers shall hold office for one year, unless removed earlier or otherwise disqualified, and until their successors are elected and installed.  BOD Officers shall be eligible for reelection for an aggregate term of seven consecutive years.  Any elected BOD member who is absent for four consecutive BOD meetings without due cause, as determined by the BOD members, shall be subject to disqualification by BOD vote. 
   
   Further, a BOD member may be removed by the remainder of the BOD year for cause upon two-thirds vote of the BOD members present when the vote is taken; adequate written notification of the action must be provided to all BOD members not less than five days prior to the date of the vote.  No member of the BOD shall be elected to fill more than one function.  If an elected BOD member shall vacate his or her position, another BOD member may be appointed to temporarily fill the vacated position until a replacement is appointed or elected.  This temporary appointment may not exceed 90 calendar days unless suitable replacement(s) are not identified in which case the temporary appointment may not exceed the current member fiscal year.
2. President and/or Executive Vice President may not serve more than two consecutive years in said positions.  Unless otherwise stated in these Bylaws or by pardon of the current President, BOD members MUST have served as Executive Vice President prior to becoming BOD President.
3. Chairpersons and/or directors may be appointed by the President / Functional VP for specific ad hoc Chapter management assignments.  Directors in a functional area do not require BOD approval.  Chairpersons and Directors are non-voting BOD members.
4. Vacancies on the BOD may be filled by a majority vote of the remaining BOD members, even though a quorum does not exist.  The chosen BOD member shall hold office through the unexpired BOD term until a successor has been duly elected and installed.  Ad-interim elections appointment shall only be for unexpired terms.  If otherwise qualified, the BOD member, so appointed, shall be eligible to serve full elected terms on the BOD.
5. The business management and affairs of the Fox Valley Chapter shall be under the direction and control of the BOD.  The BOD shall have authority to authorize contracts, incur liabilities, expend funds, and to attend to all matters connected with the conduct of the Chapter’s affairs as appropriate.

ARTICLE XIV – DUTIES OF OFFICERS 

1. The President shall be the executive head of the Chapter.  He/she shall preside at all regular and special meetings of the Chapter and at all the meetings of the Board of Directors. He/she will appoint all committees and serve as ex-officio member of such committees.  The President shall act as the liaison between the local Chapter and APICS national level.
2. The Past President shall provide guidance to the President in management of the Chapter.
3. The President Elect shall perform all the duties of the president in case of the absence of the President or the inability of the President to act.  He/she is responsible for collecting and assembling the Chapter’s annual awards submission materials.  The Chapter’s award submission consists of the documentation required in CBAR.
4. The Vice President of Finance shall be the financial officer of the Chapter. He/she shall keep, or cause to be kept; complete records of all monies received and disbursed by, or on behalf of the Chapter, and shall secure proper receipts for all monies disbursed. He/she shall pay all bills for the Chapter Directors. He/she shall report to the Chapter, whenever requested, the financial condition of the Chapter. All instruments for the payment of monies by the Chapter shall be drawn in the name of the Chapter.
5. The Vice President of Professional Development shall coordinate the delivery of the Chapter’s Review Workshops for CPIM, CSCP and general education, and is responsible for Chapter educational programs management.  He/she will also be responsible for notifying the Newsletter Editor of details related to Chapter education programs in accordance with the schedule coordinated with the Newsletter Editor.
6. The Vice President of Marketing/Membership shall develop a marketing plan to promote and maintain the Chapter’s membership including target markets and strategies, monthly Professional Development Meetings (PDM) and specific CPIM/CSCP classes.  The objective is to increase membership in all areas of the community that would benefit from the educational opportunities offered by APICS.  He/she will also conduct all membership activities of the Chapter and represent the Chapter as an official host at Chapter functions along with the promotion of member attendance to functions held by the Chapter, Region and “International Society Headquarters.”
7. The Vice President of Programs / Logistics is responsible for coordination of regular monthly meeting event speakers, and location and time coordination for all Chapter events.  The objective is to ensure all Chapter event arrangements are made in a professional, cost effective manner in accordance with the Chapter’s mission statement and strategic plan.  He/she will also be responsible for notifying the Newsletter Editor of details related to Chapter regular monthly meeting speaker in accordance with the schedule coordinated with the Newsletter Editor.
8. The Vice President of MIS shall be responsible for the accurate and timely maintenance of the Chapter’s website.  He/she will be considered the Chapter’s technology specialist, taking a proactive role in exploring, recommending, purchasing, and training for all technological acquisitions.
9. The Vice President of Company Coordinator shall promote APICS to local companies and act as the liaison to corporate members and the local APICS Chapter.
10. The Vice President of Recording Secretary shall act as recording and corresponding secretary of the Chapter. He/she should keep, or cause to be kept, full and complete records of the membership. He/she shall keep an accurate record of the proceedings of all meetings, carry on general correspondence and disperse meeting minutes to all BOD members in a timely manner.
11. The Vice President of Communication/Newsletter Editor shall be responsible for the timely coordination and distribution of the newsletter.  He/she will also be responsible for maintaining accurate membership address information, and acting as Chapter liaison to the Newsletter publishing company.
12. The Vice President of Faculty, Student Advisor shall be responsible for coordinating all activities between the parent Chapter and the student Chapter at UW-Oshkosh.  This position acts as the liaison that represents the interest of the student Chapter at the parent Chapter board meetings.

ARTICLE XV – CHAPTER OPERATING PROCEDURES

Robert’s rules of order, revised, where applicable shall determine the conduct of all business and all meetings of the Chapter or it governing bodies and committees except where inconsistent with the Bylaws of the Chapter.

ARTICLE XVI – AMENDMENTS TO BYLAWS

These by-laws my be repealed, altered or amended or new by-laws adopted by a simple majority vote and/or by a passed motion based on recommendation by a special BOD committee of the members present at a regular meeting, only if such proposed change has been published in the call of the meeting or as outlined below:

1. The BOD has approved a formal notice of the proposed amendment by a majority vote.  Before the BOD can approve such notice the amendment must have been before the BOD in writing at or prior to the regular BOD meeting preceding the meeting at which approved, and
2. The formal notice of a proposed amendment must be made to membership at least five days prior to the date scheduled for the meeting called to consider the proposal.  Notice of the proposed amendment sent to each member in good standing, with a ballot for approval or disapproval, may constitute a meeting, and the majority of the replies received within thirty days after date notice was make shall constitute a majority.
3. Approved changes to the by-laws may necessitate amendments to the articles of incorporation.  Such amendments must be presented to the membership at the April membership meeting for approval.

ARTICLE XVII – AUTHORIZATION FOR CHAPTER

The organization of the Chapter is authorized by Article XIII of the by-laws of the “International Society,” and the incorporation laws of the State of Wisconsin.

ARTICLE XVIII – ASSETS UPON DISSOLUTION

No private person shall share in the distribution of any of the Chapter’s assets upon dissolution of the Chapter.  Upon such dissolution, all remaining assets shall be paid over to Region 14.