ARTICLE 1 – IDENTIFICATION

a. This organization shall be known as the APICS Ottawa Chapter, or chapter herein

b. It shall be a not-for-profit organization and no part of the net earnings shall benefit any individual member.

ARTICLE 2 – DEFINITIONS
The following words as used in these bylaws shall have the meanings set forth in this article.
a. Board shall mean the board of directors of the APICS Ottawa Chapter.

b. Chapter shall mean the APICS Ottawa Chapter

c. Policy shall mean the stated position of the APICS Ottawa Chapter

d. Procedure shall mean the rules adopted by the APICS Ottawa Chapter and approved by the board of directors of the APICS Ottawa Chapter.

e. Director shall mean a member of the APICS Ottawa Chapter board of directors.

ARTICLE 3 – PURPOSE

The purpose of this Chapter shall be:

a) To provide a forum for the exchange of ideas, techniques and concepts in the field of operations management via meetings, plant tours and workshops.

b) To communicate to the Chapter membership and other interested parties information regarding all APICS involved events and to disseminate other general and technical information via external media and internal media, including a newsletter, e-mail and/or web page or other electronic means.

c) To provide or sponsor educational programs to enable interested parties to become aware of new skills, techniques and careers or to enhance knowledge in the field of operations management.

d) To promote operations management professionalism among the membership, including encouragement to obtain APICS certification.

e) Establish awareness and recognition among local industry leaders of the field of operations management.

ARTICLE 4 – MEMBERSHIP

a. Membership shall be divided into four (4) classes:  Enterprise, Professional, Retired, Student and Academic Professional.

1)Enterprise Member: This class shall consist of companies or divisions thereof desiring to assist in furthering the purpose of the Ottawa Chapter and to be represented at Chapter and APICS functions.

i)Each such company shall be entitled to send any number of employees from that company’s mailing address or division to any Ottawa Chapter event at member rates.

ii) Each such company may change its representatives at any time upon written notice to both the Ottawa Chapter and APICS headquarters.

2) Professional Member: This class shall consist of individuals who are engaged in work related to, or have an interest in operations management. These members are entitled to full voting privileges. 

3) Chapter Retired Member: This class shall consist of individuals who were active members but who have since retired.

4) Student Member:  A person attending formal classes full-time. Such members may not vote or hold chapter office while attending formal classes.  Upon graduation, such student members may be elected or appointed to chapter board positions, with full voting privileges for only the Ottawa APICS Chapter board.

5) Academic Professional Member:  An individual employed full time by one or more accredited academic institutions.

b. Authorization for Membership:  Membership of an eligible applicant becomes effective upon payment of dues in full, and upon approval of APICS headquarters.

c. Termination of Membership: Membership may be terminated when a member resigns, or fails to comply with APICS bylaws, or fails to comply with the chapter bylaws.

d. Applications for membership may be made by completing the proper application form and submitting it with the correct dues to APICS headquarters.

ARTICLE 5 – DUES

a. Each member of this Chapter shall pay a Chapter fee as determined by APICS headquarters.

b. Each member shall pay annually such renewal dues as the APICS Board of Directors may determine.

c. Dues shall be due and payable originally with the application for membership, and thereafter on each anniversary date of membership.

ARTICLE 6 – OFFICERS AND DIRECTORS

a. The officers of the Ottawa Chapter shall be as follows: President, Executive Vice-President, Executive Administrator, Treasurer, V.P, Education, V.P. Membership, V.P. Programs, and V.P. Marketing and Communication. Additionally, any of the following offices may also be filled: Director of Education, Director of Membership, Director of Programs, Director of Marketing and Communication.

b. The office of President, and/or Secretary-Treasurer may not be held by the same person.

c. Resignations:  In the event an incumbent resigns an office, it shall take effect on the day of resignation.  All access and privileges are relinquished at that time.

d. Removals:  An officer may be removed for cause by the President, with the approval of the board.

ARTICLE 7 – ELECTION OF OFFICERS AND DIRECTORS
a. Election shall be held at the Annual General Meeting (AGM).  Nominations should be presented to the board prior to the AGM, and communicated to the membership at least fourteen (14) days before the AGM.

b. Nominations from the floor at the AGM will be accepted.

c. In the event that any, or all, of the nominees are uncontested, said nominees shall be acclaimed.  No ballot process or shows of hands is required.

d. Contested positions will be determined by receiving the majority of the votes of members in attendance at the AGM.

e. In the event of a vote, the candidate(s) receiving the majority of the votes shall be appointed to their respective positions and take office immediately upon the conclusion of the AGM.

f. Officers shall be elected for a term of one-year (1) but may be nominated and elected for successive terms.

g. All members of the Chapter’s board must be an APICS member in good standing.

ARTICLE 8 – DUTIES OF OFFICERS AND DIRECTORS
a. Duties and responsibilities of all officers and directors of the Chapter’s board are found in the SOP “Job Descriptions”.

ARTICLE 9 – BOARD OF DIRECTORS

a. The Board of Directors shall consist of the elected officers of the Chapter and any elected Directors, as referenced in Article 6.

b. The Board of Directors shall be responsible for establishing policy for the Chapter, as well as managing the affairs, property and funds of the Chapter.

c. The Board shall meet not less than four times a year at a time and place designated by the Board. With a minimum of 5 “portfolio specific” sub meetings coordinated by the VP and Director of each portfolio, these meetings will be working sessions to enable each portfolio to meet their objectives within the larger Board of Directors
1) Board meeting dates and times will be published to the entire board at the first regular meeting of the fiscal year.

2) Special meetings of the Board may be called by the President, or a majority of the board, upon reasonable notice to the board members. The exact date, time and location of these meetings shall be determined by either the President or the board.

3) The last meeting in June should be used as a transitional meeting.

3) Quorum at all board meetings shall be 50% of the voting board members.

d. All officer vacancies, except that of President, which occur on the Board between annual elections may be appointed by the President, pending confirmation of APICS membership. 

e. Upon a vacancy in the office of President, the Vice-President (or President-Elect) will assume the position of President.  If the Vice-President position is also vacant, then the remaining officers on the board will nominate and elect a President/replacement from the board.

e. No member of the Board of Directors shall receive any Chapter earnings; however, this does not prohibit the payment of reasonable compensation for services rendered to accomplish Chapter objectives.

f. Voting: in the event that more than three (3) members of any firm are elected to the board, the maximum number of voting rights on the board for this company shall be limited to three (3).  Priority for such situations shall be determined by position level, then seniority on the board.

g. Attendance: board members must attend the majority of board meetings, and give advance notice of inability to attend. Lack of regular attendance may be approved by the board, so long as other active participation by the board member continues.  Failure to remain actively involved with board, through active contributions and/or meeting attendance may result in removal from the board.  

h. Any one or more members of the board may participate in a meeting of the board by means of a conference telephone or similar communications equipment.  Participation by such means shall constitute presence in person at the meeting however, all board members are required to attend a minimum of two board meetings “in person”.

i. Actions requiring board approval before next regularly scheduled board meeting may be resolved through written consent if notification of the proposed action is given to the entire board via mail, fax or e-mail by a fashion for which a receipt can be confirmed (at each board member’s last known mail, fax or e-mail address on record) and written consent is received from a majority of the board members entitled to vote. 

j. Other support staff for the board, including ‘virtual directors’ may be appointed by the President with the consent of the board.  As these positions are not elected, such members of the board are not voting members of the board.

k. At or before the last board meeting of each fiscal year, the business agenda shall include, but not be limited to, approving a budget for the ensuing year.

ARTICLE 10 – MEMBERSHIP MEETINGS

a) Regular Ottawa Chapter meetings will be held periodically from September to June, inclusive. The exact date, time and location will be determined by the Board of Directors. The Annual General Meeting for the Ottawa Chapter will normally occur in either May or June with time and location determined by the Board of Directors.

b. The Annual General Meeting will require a quorum of minimum five (5) voting members in attendance, for the purpose of the election.  No quorum is required for membership meetings where no business activity will be transacted.

c. Special meetings for chapter members may be called by the President, or a majority of the board of directors, or by written petition of not less than one-tenth of voting chapter members.

ARTICLE 11 – PROCEDURE

a. Unless otherwise specified by the chairperson, Robert’s Rules of Order, Revised, shall determine the conduct of business in all meetings the Board of Directors, and the Annual General Meeting, except where these rules would be inconsistent with these Bylaws.

b. There shall be no board meetings closed to the membership, with one exception: discussion of awarding the Wayne Chapman scholarship award, Geoff Mace Bursary, Volunteer of the Year Award, Instructor of the Year Award and Corporate Award of Distinction. Which will take place at the last board meeting before the AGM.

ARTICLE 12 – CODE OF ETHICS

a. The Code of Ethics for this organization is:

1) To maintain and improve sound business practices and foster high standards of professional conduct.

2) To hold in professional confidence any information gained of the business of a fellow member’s company, and to refrain from using such information in an unethical manner.

3) To seek success without taking unfair advantage or utilizing questionable acts that would compromise a member’s self-respect.

4) To neither engage in nor sanction any exploitation of membership, any company, or any profession.

5) To encourage and cooperate in the interchange of knowledge and techniques for the mutual benefit of the profession.

6) To maintain high personal standards of moral responsibility, character, and business integrity.

7) To uphold the ideals of the Society as outlined in the Bylaws.

ARTICLE 13 – FINANCE

a. The fiscal year for the Ottawa Chapter shall be July 1 to June 30.

b. Chapter funding shall be derived from membership fees, seminars, workshops, and/or, other endeavors deemed appropriate by the Board of Directors.

c. Reservations made for dinner meetings or educational functions are non-cancellable. Any person who confirms attendance at a Chapter function but subsequently does not attend may be liable for any resulting costs incurred by the Chapter. The Board of Directors will determine liability, if any, and the method of recovering those costs.

ARTICLE 14 – AMENDMENT TO BYLAWS

a. These Bylaws may be repealed, replaced or amended upon the recommendation of the Chapter’s board.  Such bylaw changes will be announced to Chapter membership via e-mail.  They will also be posted on Chapter’s web site 30 days before the board meets to approve them, which will require a majority vote of the Board of Directors.

APICS Ottawa Chapter By Laws