BYLAWS OF THE ORANGE COUNTY CHAPTER
OF THE AMERICAN PAYROLL ASSOCIATION

A not for profit organization

ARTICLE I : NAME 

Section 1:       The name of this organization shall be the Orange County Chapter of the American Payroll Association (OCCAPA)

ARTICLE II : PURPOSE 

Section 1:       The purpose of this organization is as follows:

• Provide a formal network for the exchange of payroll information, trends, ideas and experience in the payroll profession for the benefit of its members and their affiliate companies
• Recognize and promote the payroll profession and its image within the business environment and our community
• To promote the highest standards of professional practice and payroll ethics

ARTICLE III : MEMBERSHIP 

Section 1:       The conditions for membership are:

• Actively engaged in or closely related to the Payroll and/or Human Resources function within his/her organization
• The timely payment of annual dues

Section 2:       Membership is defined as an individual/or corporation

Section 3:       Individual memberships are non-transferable.  Corporate memberships are transferable to any employee of the corporation meeting the membership conditions noted in the Membership Section 1.

Section 4: Members that violate these bylaws or are deemed to be a threat to the Chapter financially, legally, morally or ethically may be removed from the Membership of the Chapter by a 2/3rds majority vote of the Board of Directors.

ARTICLE IV : BOARD OF DIRECTORS

Section 1:       Board of Directors Definition

• The Board of Directors (the Board) shall consist of elected officers of the Chapter and members appointed by the officers to serve on the Board of Directors.  The Board of Directors shall contain four (4) members of the Executive Board and six (6) board members
• The Executive Board of the Chapter shall be President, Vice President, Secretary and Treasurer.  The Executive Board will manage the business affairs of the Chapter collectively. 
• The six (6) Board Positions shall include the Membership Director, Government Liaison Officer, National Liaison Officer, Director of Educational Events, Social Director and Web Master.  The immediate Past President may also serve on the Board in an advisory capacity with no voting rights.

Section 2:       Board of Directors Requirements

• The Executive Board of the Chapter should be currently enrolled as a member of the National American Payroll Association and must be current, dues paying members of the Chapter in good standing.
• There will be no more than two (2) members from the same company on the Board of Directors, only one of which can be an elected Officer.

Section 3:       Board of Directors Responsibilities

• The Board of Directors shall have supervision, control and direct the affairs of the Chapter and shall determine its policies and change therein within the limits of the Bylaws.  Any action being voted on by the Board shall require a 2/3 majority to pass.
• Board members shall attend monthly Chapter meetings and Board of Director meetings.  Any Board member missing 3 Chapter meetings or 3 Board meetings within a year may be removed from office by a 2/3^rds vote of the Board of Directors
• Board Members not fulfilling their position responsibilities or for reason determined to be a threat to the Chapter financially, legally or morally may be removed from office by a 2/3^rds majority vote of the Board of Directors.  A replacement will be named and ratified by the remaining Officers      
• All Board Members have one vote in all Chapter elections and Chapter business and such voting may not be done by proxy.
• All Board Members are expected to provide articles/updates for use in the Chapter newsletter at least 2 times per year.

Section 4:       Terms of Office

• The Executive Board and Officers shall serve a 2 year term effective on January 1^st of every even year after an election year
• An officer may hold the same position for no more than two consecutive terms
• In the event an officer withdraws from his/her position on the Board, a replacement may be named and ratified by the remaining Officers

Section 5:       Election of Officers

• The Chapter will hold elections of Officers and Board Members in November every other year to be effective January 1^st of the following year. 
• All members in good standing with current paid membership will have one vote to be counted toward the election of a nominated officer.
• All Officers and Board Members must be nominated by the membership.

Section 6:       Officer Position Descriptions

• President : The President will set the Chapter goals during his/her tenure.  He/she will lead, direct and plan Chapter activities.  The President will be responsible for the adherence to Chapter bylaws, Standards as well as requirements dictated by the National Organization (APA).  The President will preside over all Chapter and Officer’s meetings or provide a replacement.  The President shall review all corporate contracts, financial statements and any formal correspondence on behalf of the Chapter.  The President will be an ex-officio member of all committees. 
• Vice-President : The Vice-President will assist the President in all functions, and will fulfill/assume Presidential responsibilities in the event of the President’s absence or inability to complete the term of office.  The Vice-President is responsible for providing programs and presentations that meet the standards published under Article II.  The Vice President shall obtain the speaker biography for use in obtaining RCH credits. The Vice-President shall insure that there are adequate meeting facilities and equipment available for Chapter meetings.
• Secretary : The Secretary is responsible for recording minutes, resolutions, votes and note worthy events.  The Secretary will be responsible for picking up the Chapter mail at the P.O. Box and distributing it to the other Officers.  The Secretary is the custodian of the minutes and ballots and is responsible for the Nomination Committee.  The Secretary shall prepare the monthly newsletter based on input from other Officers and Chapter Members. 
• Treasurer : The Treasurer shall keep full and accurate accounts of all receipts and disbursements and reconcile the Chapter’s checking and savings account.  The Treasurer shall deposit all monies in the name and to the credit of the Chapter.  The Treasurer, in addition to the President and one other Board Member shall have signatory authority on all checking and savings accounts in the name of the Chapter.  The Treasurer shall assist the Membership Director with registration at the chapter meetings including collection of non-member fees.  The Treasurer shall submit financial reports with a breakdown of revenue and expenses to the Board on a quarterly basis within one month of the end of each calendar quarter and prepare a budget on an annual basis for the coming year to be submitted to the Board no later than November 30th.  The financial statements shall be submitted and received as part of the official minutes of the Board meetings.  As deemed necessary by the Board, an information audit of the books and any/all related documents may be conducted at any time.  Submitted financial statements shall be made available to any Chapter member upon request. 
• Membership Director : The Membership Director is responsible for the attendance roster and Chapter mailing list.  In addition the Membership Director will encourage and solicit membership in the Chapter.  The Membership Director will handle registrations at the Chapter meetings.  The Membership Director will be responsible for recording dues paid and unpaid and providing receipts for such payments as requested. 
• Government Liaison Officer : The Government Liaison Officer (GLO) is responsible for answering questions for the membership (verbal or written) within the limits of the officer’s job, when it concerns Government regulations.  The GLO is responsible for advising the membership of pending legislation, court decisions, etc., which effect payroll.  The GLO shall work with the National APA Government Affairs Office to obtain updates as applicable and to represent the Chapter on any Government Affairs Committees.
• National Liaison Officer : The National Liaison Officer will relay Chapter events to the National Office of the APA.  The National Liaison Officer shall submit the monthly Chapter Meeting agendas to the National APA for RCH approval.  The National Liaison Officer will be responsible for tracking all RCH units provided by the Chapter and will provide RCH certificates at the monthly meetings for Chapter members as well as Study Group facilitators.  The National Liaison officer shall coordinate the National Payroll Week activities and in conjunction with the Social Director, prepare and send a report of Chapter activities and a Chapter Membership photo to National APA and the APA Regional Representative at least once per year.     
• Director of Educational Events : The Director of Educational Events shall coordinate and plan the Study Group for the OCCAPA.  He/she shall register the Study Group with the National APA. He/she shall submit to the National Liaison Officer a list of Study Group facilitators for generation of RCH certificates.  The Director of Educational Events shall coordinate payroll workshops throughout the year.
• Web Master : The Web Master is responsible for managing the website for update and design. The updates include timely posting of meeting notices, Board Member updates and job postings. He/she must have access to a personal computer with a high speed internet connection.
• Social Director : The Social Director coordinates and plans social activities for the OCCAPA. He/she acts as Chapter historian by taking photos at events and maintaining a photo album.  Photos of events should be sent to the Web Master for posting on the website.  In addition, he/she works with the Vice-President for organizing Chapter breakfast, lunch or dinner meetings.  He/she also works with the National Liaison Director on coordinating National Payroll Week activities for the Chapter.
• Past President : The immediate Past President will automatically hold the office of Past President.  This role is an advisory position without voting rights.  The Past President will provide guidance during project planning and decision making in order that there is adherence to Chapter business structures and goals.  A Past President can be a committee member.  A Past President may call an emergency meeting of Officers for a reason determined to be a threat to the Chapter financially, legally or morally.        

ARTICLE V : MEETINGS

Section 1:       In accordance with Article II, Section 1, a series of meetings will be provided for the Payroll Community.  The minimum meeting events in a calendar year will be eight (8).  There is no maximum.

 Section 2:      The minimum meeting length shall be 2 hrs and the Board shall provide 2 hrs of CEU credits provided the meeting meets the APA standards for CEU credits.

Section 3:       The standards for a Chapter meeting are:

• It is publicized
• There is an agenda
• Accommodations are provided
• At least one Chapter Officer must be present
• The presentation must meet the Chapter’s purpose set forth in Article II

Section 4:       Non-members are welcome at all General Meetings at a premium rate

Section 5:       Voting on Chapter business may take place at Chapter meetings.  Only Chapter Members in good standing shall be entitled to vote and are entitled to one vote.  Voting by proxy will not be permitted. A majority of those present will determine all matters requiring vote of the membership.

ARTICLE VI : DUES

Section 1:       Annual Dues are in force from the date payment is received until December 31^st of the current year.

Section 2:       The Board of Directors shall establish the dues of the Chapter subject to ratification by a majority vote of the Board

Section 3        Corporate discounts are available on membership dues.   These members will be named and treated as individuals.

Section 4:       Payment of dues shall entitle members to: attend all regular Chapter meetings at no charge, fees paid for CEU credit filing, monthly newsletters, Chapter Membership Directory, and other publications and discounts as the Board may authorize.  Workshops, seminars, breakfast; lunch or dinner meetings held in place of a regular Chapter meeting may require an extra charge to Chapter members at a discounted rate

Section 5:       Any change in the amount or structure of annual membership dues must be announced to the membership in writing no later than 60 days prior to the effective date.

Section 6:       Receipts for the payment of annual dues will be provided upon request

ARTICLE VII : REVENUE

Section 1:       The Treasurer will disclose in the quarterly financial statement a breakdown of the revenue and expenses of the Chapter.  The financial statements shall be submitted to the Board for review and received as part of the official minutes of the Board Meetings within one month after the end of each calendar quarter.  Submitted financial statements shall be made available to any Chapter member upon request

Section 2:       There will be a no refund policy for membership dues

Section 3        Expenses incurred under $200 must be approved by two (2) Board Members.  Expenses incurred between $201 – $500 must have majority approval of the Board of Directors.  Any expenditure over $500 must be approved by the majority of the membership in attendance at the regular Chapter meeting or by majority vote of respondents if there is an electronic polling.  

ARTICLE VIII : COMMITTEES

Section 1:     Special Committees – The Board of Directors may create special committees as deemed necessary or desirable.  Committees shall report all activities to the Board and request any necessary approvals prior to any action(s) being taken

Section 2:     Nominating Committee –The Chapter may have a Nominating and Election Committee to receive, make and qualify nominations of candidates for election to office and oversee the contents and tabulation of votes.  Any member may submit names to the Nominating Committee.  

ARTICLE IX : AMENDMENTS

Section 1:       An amendment to the Chapter bylaws may be introduced by any Officer

Section 2:       A submitted amendment must be documented  

Section 3:       In order for an amendment to become part of the Chapter bylaws, it must have a “yes” vote from two-thirds (2/3) of the Chapters voting officers.

 ARTICLE X : NATIONAL AFFILIATION

Section 1:     Terms of Affiliations and Renewal : Once the term of the Chapter’s Affiliation with the APA has been established, such affiliation shall be renewed automatically unless the APA notifies the Chapter that the Chapter will not be renewed.

ARTICLE XI : AUTONOMY

Section 1:       Except as otherwise provided in these Bylaws, the Chapter shall have complete autonomy with regard to all phases of its operations including adoption of its Article of Association or other documents of the organization.

ARTICLE XI : LIMITATIONS

Section 1:       The Chapter is not organized for profit and is tax exempt under Section 501(c) (3) of the IRS Code. No part of its net earnings shall inure to the benefit of any private individual.  Upon termination and dissolution of the Chapter, The Board of Directors, after making provision for the payment of all the liabilities of the Chapter, shall arrange for the distribution of all the assets of the Chapter either by direct distribution or by distribution to one or more organizations exempt from income tax under Section 501(c) (3) of the Internal Revenue Code as the Board of Directors may determine.

ARTICLE XII : LIABILITY OF OFFICERS AND DIRECTORS

Section 1:     The Directors, Officers and Members of the corporation shall not be personally liable for the corporation’s obligations.