1. Introduction

This document contains the Bylaws for the West Michigan Shores Chapter of the Society for Technical Communication. These Bylaws are the guiding authority for the operations of this Chapter, and for the way this Chapter serves its members. These Bylaws should and shall be changed and modified to any degree necessary to keep pace with the growth of the Chapter, and the technical communication fields of which the various members of the Chapter may represent.

Where no specific guidance is presented, the Articles of Incorporation and Bylaws (hereinafter referred to as the Society Bylaws) shall be used. If the Society Bylaws or these Chapter Bylaws do not cover a specific situation, the situation should be placed before the Board for consideration. Where the Society Bylaws conflict with the Chapter Bylaws, the Society Bylaws will prevail. Chapter Bylaws shall be amended to be in agreement with the Society Bylaws.

The name of this organization is the West Michigan Shores Chapter of the Society for Technical Communication. It may be referred to as such on printed materials, Chapter correspondence, and the like. This name may be abbreviated to read West Michigan Shores Chapter, STC; or STC/WMS as appropriate so long as the full written name appears on the printed item.

2. Chapter Board of Advisors

Definition

The Board of Advisors is the governing body of our Chapter. It, in turn, is guided by these Bylaws and those of the Society, in response to the Chapter membership.

The Board consists of ten Advisors, five elected each year for a two-year term. In the first year of the term, the Advisor is referred to as a "Chapter Advisor." In the second year of the term, the Advisor is referred to as a "Senior Chapter Advisor."

All Advisors and all committee managers are accountable to the Chapter President.

Administrative Authority

The Board of Advisors is the sole administrative authority of the Chapter, and as a whole is accountable to the membership for the professional and financial health of the Chapter. The Board is also accountable to the Society Board of Directors in accordance with Society Bylaws. Each Advisor has specific responsibilities to the West Michigan Shores Chapter and to the Society.

Each Advisor has a single vote when the Board is considering resolutions, except the Advisor who is elected President. The President shall vote only in the case of a tie.

Votes can be cast in three ways: for, against, or abstain. Abstaining votes are at times necessary, but should be discouraged in the best interests of the Chapter and the Society.

To be adopted, any matter before the board must receive a majority vote of the Advisors voting. The President shall vote only in case of a tie. A quorum of at least six Advisors present is required to conduct any voting.

The Board of Advisors shall meet at least three times per fiscal year.

Chapter Officers and Advisors

General Requirements

Chapter officers and Advisors should understand that their actions and words reflect directly upon the Chapter. Officers and Advisors are expected to:

• Be a Chapter member in good standing
• Show enthusiasm for the Technical Communications profession, the Society, and West Michigan Shores Chapter
• Be willing to volunteer time to Chapter activities
• Attend at least two thirds of all Chapter activities (including Chapter membership meetings and board meetings)
• Contribute regularly to the Chapter newsletter
• Have an electronic mail ("email") account, accessible from the Internet.

Positions and Terms of Office

All Chapter officer positions are one-year terms. Positions include:

• Chapter President
• Director of Communications
• Director of Finance

Officers are elected by the Board of Advisors from the group of Advisors. The President must be a Senior Advisor. The remaining officers may be either Chapter or Senior Chapter Advisors.

At the annual organizational meeting, the prior year's President shall preside until the election of the incoming President. The prior year's President shall have no vote unless to break a tie.

Duties of Officers and Advisors

Each officer is responsible for performing the specific duties outlined below.

Chapter President

The Chapter President oversees Chapter operations. This individual helps fellow officers, Advisors and committee managers plan, organize, and conduct various Chapter activities. Specific duties include:

• Leading the Chapter and Board in establishing and meeting Chapter goals.
• Presiding at Chapter Board meetings.
• Appointing Chapter committee managers and overseeing their activities.
• Helping committees plan tasks and set deadlines.
• Being an authorized signer of all Chapter accounts and other documents as required.
• Presiding over general membership meetings.
• Serving as a liaison between the Chapter and the Society.
• Reporting Chapter activities to the Society as required.
• Serving as Manager of the Nominating and Elections Committee for the following year's election of Advisors.
• Serving as temporary chair of the Board of Advisors organizational meeting for the following year, until a new President is elected.

Director of Communications

The Director of Communications serves in the President's stead when the President is unable to attend a Chapter function. Other duties include:

• Attending membership meetings
• Serving as an authorized signer on all Chapter accounts and other documents as required
• Serving in place of the President as required
• Assisting the Chapter President as required
• Supervising the following communications functions/committees:
  • Newsletter Committee
  • Website Committee
  • Mailings Committee
  • Public Relations Committee
  • Chapter Secretary

Director of Finance

The Director of Finance controls and disburses Chapter funds in accordance with the wishes of the Chapter Board of Advisors. Other duties include:

• Attending Chapter functions
• Preparing and tracking the Chapter budget
• Maintaining a record of Chapter financial transactions
• Serving as authorized signer on all Chapter financial accounts and other documents as required
• Reporting monthly to the Chapter Board of Directors on the Chapter's financial status
• Preparing the annual report summarizing the Chapter finances to the Chapter Board of Directors (this same report must be submitted to the Society office no later than August 1 of that year)
• Maintaining a stock of Chapter administrative supplies and stationery, and an inventory of Chapter property.
• Assisting the Chapter President as required.

Chapter Advisors

All Advisors not also serving as an officer are expected to actively participate in all deliberations of the Board of Advisors, and to maintain awareness of all chapter activities.

Chapter Advisors may also serve as Committee Managers, and may be re-elected upon expiration of their term of office.

Committees and Committee Managers

The Chapter shall organize and staff permanent committees in order for the Chapter to operate as specified in these bylaws. The minimum required committees are:

The Chapter President may authorize the establishment of other ad hoc committees as needed to conduct Chapter operations and pursue Chapter goals. Such committees may include:

• Student advisory
• Employment
• Nominating and Elections

General Requirements

Committee Managers must be members in good standing of the Society and of the Chapter. Committee managers may also be Chapter Advisors

All Committee Managers are also expected to regularly update the Chapter on committee progress (via the Chapter newsletter and or website).

Required Committee Responsibilities

Committee responsibilities vary significantly from committee to committee. These duties are outlined below:

Competition

This committee conducts the annual communications competition for the Chapter. The organizers of this event are charged with ensuring the timely notification to the membership of the competition and the general conduct of the judging criteria needed to make this a worthwhile and valuable event.

This is the Chapter's most important fund-raising event of the year.

Membership

This committee must:

• Process and maintain a membership file
• Maintain the membership database
• Publish and distribute a membership directory as the membership changes
• Welcome, by letter, and in person at the Chapter monthly meeting, every new Chapter member.
• Introduce the new member to the membership at the Chapter monthly meeting.

Newsletter

The Newsletter Editor and assistants shall publish the Chapter newsletter. The newsletter shall be distributed at least two weeks prior to the following Chapter meeting, but not later than two weeks after the previous Chapter meeting.

Website

The Website Committee shall design, develop and maintain the Chapter Website. The primary purpose of the site is to provide members with information about upcoming chapter meetings and events, and to serve as the primary distribution media for the Chapter Newsletter.

Mailings

The Mailing Committee shall maintain the Chapter address and mailing list. This list includes physical as well as email addresses. When necessary to do a paper mailing, the Committee shall prepare mailing labels and/or envelopes and arrange for the duplication and mailing of any paper materials.

Public Relations

This committee is responsible for informing the public, through newspaper and radio announcements, of Chapter activities and meetings.

Secretary

The Chapter Secretary maintains a record of Chapter activities and has the secondary but equally important duty of acting as Chapter Historian. Other duties include:

• Attending Board of Advisor meetings and recording and distributing minutes of these meetings.
• Attending other Chapter functions and meetings, and preparing a summary of events, where appropriate.
• Maintaining an up-to-date version of the Chapter By-Laws.
• Other duties as directed by the President.

Optional Committee Responsibilities

Student Advisory

This committee is staffed by educators of an institute of higher learning. As such, this committee keeps students advised on the merits and benefits of STC membership, Chapter functions and contributions to the welfare of the students education, and encourages student participation in Chapter functions.

This committee also keeps the Board of Advisors informed as to student expectations of the Chapter and Society, and assists the President with planning two student-oriented Chapter meetings per year. In addition, the advisor works with the Newsletter Editor, providing guidance as needed.

Employment

This committee is responsible for keeping the Chapter membership informed as to positions available, through Society sources, to technical communicators.

Nominating and Elections

This committee seeks qualified members of the Chapter to run for the Board of Advisors and coordinates their election.

The Chapter President is responsible for managing the elections committee, soliciting nominations from Chapter members, preparing the slate, conducting the election, and notifying those elected to office.

Procedures for elections are found later in the sections, Balloting Procedures for Elections and Referenda and Election of Advisors.

Committee Managers

Managers of any committee should plan the committee activities in concert with the Chapter President and Board of Advisors. Detailed information on any committee function is described in the STC Chapter Operations Manual.

The manager of a committee represents that committee to the Board of Advisors. Other committee members may attend Board meetings.

3. Chapter Procedures

These procedures describe the process by which the Chapter Board of Advisors:

• Gives consent to Board resolutions.
• Conducts elections and referenda.
• Elects, removes and replaces Chapter officers.
• Appoints, removes and replaces committee managers.
• Prepares and revises the Chapter budget.
• Assigns responsibility for Chapter property.
• Amends these bylaws.

Procedural issues arising that are not addressed here are handled in accordance with the Articles of Incorporation and Bylaws of the Society for Technical Communication, and Robert's Rules of Order.

Consent of the Board of Advisors

In conducting business, the Board of Advisors can extend or withhold consent for various Chapter activities. If the Board can reach a consensus on an issue, no vote is necessary.

If consensus on an issue cannot be reached, an Advisor can present a resolution for consideration and vote. In such event, a simple majority (one-half plus one) of those Advisors voting carries the motion, provided that:

• A quorum of six of the Advisors is in attendance, and;
• The President votes only in the case of a tie

Only Board members in attendance can vote on motions before the board. Proxy votes are not allowed. Board votes not held in accordance with these conditions are not binding.

Motions disbursing Chapter funds or allocating Chapter funds for disbursement can be vetoed by a majority of the Board of Advisors. Such veto cannot be overridden.

Balloting Procedure for Elections & Referenda

All members who have email addresses are encouraged to register their email address for all communications and ballots.

All elections and referenda ballots will be sent to Chapter members to their registered email address.

All members who have not registered an e-mail address with the Mailings Committee will be provided with a paper ballot and pre-addressed return envelope.

Optionally, members with an email address may request a paper ballot be mailed to them. This request may be via email or paper memorandum, but must be received by the elections committee no less than 7 days prior to the close of balloting.

Election of Advisors

Each spring, the Chapter elects FIVE Chapter Advisors a two fiscal year term (July 1 to June 30). Elections may be held as early as March 1 of that year, but in no case later than June 1. The new officers must be notified of their election no later than five days after the conclusion of the election. They are installed at the final Board of Advisors meeting of the year, and must be installed no later than July 1 of that year. Note that only members of the West Michigan Shores Chapter of STC may be considered for elected office.

The prior year's Chapter Advisors, become Senior Advisors in their second year in office. In case an Advisor is unable to serve the second year of his/her term of office, that position shall also be filled at the annual election of Advisors. A member shall be nominated and run for only one position - either Chapter or Senior Chapter Advisor

Ballots are sent to all Chapter members, as outlined in the standard balloting procedure section, above. Ballots must be sent to members at least 20 days prior to the close of elections. A notice of the election shall also be posted to the Chapter website.

In case of a tie vote for any office, the elections committee shall prepare ballots for a runoff election. Runoff elections must be repeated, as necessary, until the tie is broken.

If the Chapter President cannot fulfill this charge, Director of Communications shall manage the nominations committee and conduct the election. Such appointment requires the notification of the Chapter Advisors

Removal of Advisors

Elected Advisors can be removed only through recall of the Chapter membership. A Chapter member can request a recall vote upon presentation to the Chapter Board of Advisors of a petition bearing the signatures of five percent of the Chapter membership collected over a period of not longer than 30 days. This petition must be presented to the Board for consideration and action.

A recall election must be held within 30 days of presentation of the recall petition. Recall ballots are provided according to the standard balloting procedure. Recall ballots must be sent to members at least 20 days prior to the close of the recall. The ballots must be returned by the membership to the Board within 30 days after the recall ballots were originally sent to the membership.

Ballots received after the 30-day limitation will not be counted.

The recall election is organized by the Chapter President or another member appointed by the Chapter President with the consent of the Chapter Board of Advisors.

Recall of an Advisor requires a simple majority of the Chapter members voting.

When an Advisor is recalled, that officer is replaced according to procedures described in these bylaws under the heading "Replacement of Advisors." Note, however, that the individual removed from office as the result of recall cannot be appointed to fill the vacancy.

Replacement of Officers

A line of succession governs the replacement of officers.

If the Chapter President leaves office, the Director of Communications assumes that office. If authorized by a majority of the remaining members of the Board of Advisors, the new Chapter President may appoint a Chapter Advisor to serve as Director of Communications, subject to the affirmation by a majority of the Chapter Board of Advisors. The appointed Director of Communications shall serve the remaining portion of the term of office (to the end Chapter fiscal year. The new Director of Communications must be installed within 60 days of the date of vacancy.

If either the Chapter Director of Communications or Finance leaves office, the Chapter President may appoint a Chapter Advisor to fill the position, subject to the consent of the remaining members of the Chapter Advisors. The new officer must be installed within 60 days of the date of vacancy.

Appointment of Committee Managers

Committee managers are nominated by the general membership. The are appointed by the Chapter President from the pool of nominees. If no nominations are made for a committee, the President may select any Chapter member. Such appointments require the consent of the Chapter Board of Advisors.

At its first meeting of the fiscal year, the Chapter Board of Advisors as its first order of business shall vote whether to approve the committee managers appointed by the Chapter President. Should the Board of Advisors refuse to seat individual committee managers, the Chapter President may make an interim appointment, in force until the next regularly scheduled Board meeting.

Only members of the West Michigan Shores Chapter of STC can be appointed as committee managers.

Removal of Committee Managers

A committee manager can be removed by the Chapter President or by a resolution by the Chapter Board of Advisors.

Replacement of Committee Managers

Replacement committee managers are appointed by the Chapter President with the consent of the Chapter Board of Advisors. If the manager of a committee resigns or is removed, the President must appoint an interim manager within 15 days. Such an appointee must be presented to the Chapter Board of Advisors for approval. Should the Board of Advisors decline such consent, the President must appoint another interim committee manager within 15 days.

Preparation and Revision Budgets

Each summer, the newly elected Director of Finance prepares a Chapter budget in consultation with the other elected officers and committee managers.

A preliminary version of this budget must presented to and considered by the Chapter Board of Advisors at a Board meeting no later than 15 September of that year.

A final budget must be approved by the Chapter Board of Advisors no later than 15 October of that year.

The Chapter President, after consultation with the Director of Finance, can approve a one-time budget increase for any committee budget to a specific limit, providing funds are available for the increase. Revisions that increase any committee budget above these allowable limits must be brought before the Chapter Board of Advisors for approval.

Assignment of Property

In the conduct of Chapter business, Chapter property will be employed by various Chapter officers and committee managers. Additional items can be purchased by committee members as needed in accordance with their committee operating budget. All such items become the property of the Chapter.

Amendment of Bylaws

Amendments to these bylaws can be adopted, either by action of the Chapter Board of Advisors or by a Chapter referendum.

Amendment by the Board of Directors

Any Chapter Advisor can present to the Board a proposed amendment to the bylaws at a regularly scheduled Board meeting.

NOTE: Should the Society amend the STC bylaws such that these Chapter bylaws conflict with Society bylaws, the Chapter Board of Advisors must revise the Chapter bylaws to bring them into agreement with Society bylaws.

Within 15 days of such presentation, the Chapter President must forward the proposed amendment to the Society bylaws committee for its consideration. Should the Society bylaws committee reject the proposed bylaw as not in accordance with Society bylaws, the decision is announced, along with any rationale provided by the Society bylaws committee, in the next issue of the Chapter newsletter. At this point, the issue is closed and the amendment is not given further consideration for a period of one year.

However, should the Society bylaws committee not reject the proposed amendment, the Chapter Board of Advisors must hold an open discussion of the proposed amendment within 60 days of its presentation. This hearing will be held at a regularly scheduled Board meeting. The proposed amendment, along with the time and place of the meeting at which the amendment will be discussed is published in the Chapter newsletter at least ten days before the meeting.

At this meeting, the proposed amendment is read, and the Chapter Board of Advisors hears statements from Chapter members regarding the amendment. Such statements are limited to five minutes. An additional five minutes can be granted any speaker at the discretion of the Chapter President, who presides over this meeting.

Once the proposed amendment has been given full and open consideration by those in attendance, it must be brought for a vote before the Board of Advisors at the meeting in progress.

Adoption of the amendment requires approval by six Advisors. In this vote, the President may vote.

If the proposed amendment is not adopted, it is not given further consideration for a period of one year. If the proposed amendment is rewritten to significantly alter its original meaning, the amendment can be resubmitted as a new proposal and must be restated as such.

Chapter members may appeal Board adoption of an amendment by petitioning the Chapter Board. Such petition must bear the signatures of five percent of the Chapter membership collected during a period of not longer than 30 days.

This petition must be presented to the Chapter Board of Advisors or to the Chapter President within 45 days of such adoption. Within 30 days of such petition, the Chapter must hold a referendum to determine whether the adopted amendment is to be repealed. Ballots describing the adopted amendment must be sent following standard balloting procedure to the Chapter membership at least 20 days prior to the close of the referendum.

A simple majority of those members voting repeals the amendment adopted by the Chapter Board of Advisors.

Upon amendment of the bylaws, a copy of the updated bylaws is prepared and maintained by the Chapter Secretary. The revision record appearing at the front of this publication is changed to reflect the date and reason for amendment: "Amended by the STC/WMS Board of Directors."

Amendment by Chapter Referendum

Any Chapter member can petition the Chapter Board of Advisors to consider amendments to the bylaws by presenting it at a regularly scheduled Board meeting. Such a petition must bear the signatures of five percent of the Chapter membership collected over a period of not longer than 30 days.

Within 15 days of such presentation, the Chapter President must forward the proposed amendment to the Society bylaws committee for its consideration. Should the Society bylaws committee reject the proposed bylaw as not in accordance with Society bylaws, the decisions are announced, along with any rationale provided by the Society bylaws committee, in the next issue of the Chapter newsletter. At this point, the issue is closed and the amendment is not given further consideration until such time that the Society bylaws are changed to allow reconsideration of the amendment.

However, should the Society bylaws committee not reject the proposed amendment, the Chapter Board of Directors must hold an open discussion of the proposed amendment within 60 days of its presentation. This hearing will be held at a regularly scheduled Board meeting.

The proposed amendment, along with the time and place of the meeting at which the amendment will be discussed is published on the Chapter website at least ten days before the meeting.

At this meeting, the proposed amendment is read, and the Chapter Board of Advisors hears statements from Chapter members regarding the amendment. Such statements are limited to five minutes. An additional five minutes can be granted any speaker at the discretion of the Chapter President, who presides over this meeting.

Once the proposed amendment has been given full and open consideration by the Chapter membership, it must be brought for a vote before the Chapter Board of Advisors at the meeting in progress.

Adoption of the amendment requires approval by at least six of the Advisors. In this vote, the President may vote.

If the Board fails to adopt the amendment, the Chapter must hold a referendum on the proposed amendment within 30 days of this action. Ballots describing the proposed amendment must be sent via the standard balloting procedure to the Chapter membership at least 20 days prior to the close of the referendum.

Adoption of the amendment by referendum requires a three-fifths majority of those members voting.

Upon amendment of the bylaws, the bylaws are revised and maintained by the Chapter Secretary. The revision record appearing at the front of this publication is changed to reflect the date and reason for amendment: "Amended by Chapter-wide referendum."

Revision Record

April, 1988

Adopted by the STC/WMS Board of Directors

January, 1996

Amended and approved by the STC/WMS Board of Directors

August, 1998

Amended and approved by the STC/WMS Board of Directors