Central Jersey Chapter (CJC) APA Bylaws
Bylaws of Central Jersey Chapter of the American Payroll Association – A Non-Profit Association
Article I – Name
The name of this organization shall be the Central Jersey Chapter of the American Payroll Association (CJC APA).
Article II – Purpose
The purposes of this Chapter shall be:
Article III – Membership
Classes of Membership and Qualifications
Regular Member – All individuals must be active members of the American Payroll Association (APA National Member). It is a condition of membership that members are expected to share their knowledge and experiences and make a positive contribution to the Chapter. Members are subject to the following provisions:
Regular Membership – To be admitted to membership, a candidate must be closely related to the payroll function within his/her organization, file a membership application, and accompany it with the first year’s dues.
Termination of Membership
Revocation of Membership – Members may be reprimanded, suspended, or expelled by the Board of Directors for violations of these Bylaws or the Code of Ethics or any other conduct that discredits the Chapter or the payroll profession.
Reinstatement of Membership – Any persons whose membership has been terminated may, upon written request and explanatory statement to the Board of Directors, have their membership reinstated upon a majority vote of the Board of Directors.
Regular Members – Each Regular Member shall have one vote in the affairs of the Chapter.
Quorum – At least 25% of the members of the Association shall constitute a quorum. A majority of those present will determine all matters requiring a vote of the membership.
Article IV – Dues and Fees
The Board of Directors shall determine the annual dues schedule for each level of membership.
Regular Membership – The first annual dues of a new member shall be payable and submitted in full with the Membership Application.
Removal for Non-Payment
Members who fail to pay their prescribed dues and other obligations shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership. Upon payment of delinquent dues or obligations, the member shall be reinstated.
Dues and Fees
The Board of Directors shall have the authority to set dues and fees for any class membership.
Article V – Membership Meetings
There shall be regular meetings of the general membership held at least quarterly on the second Thursday.
The President or the Board of Directors may call a special meeting with written consent from 25% of the voting chapter members.
Article VI – Board of Directors
Power and Responsibilities
The Board of Directors shall have supervision, control, and direction of the affairs of the Chapter; shall determine its policies or changes therein within the limits of the Bylaws; shall actively execute its purposes; and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
The Board of Directors shall be composed of the Executive Committee and up to five at-large Directors. The Executive Committee shall be comprised of the following officers: President, Vice President, Secretary, and Treasurer. All members of the Board of Directors shall be elected from the general membership with the exception of the Vice President (the Vice President will be the immediate Past President). All members of the Board Directors shall be Regular Members in good standing.
The Board of Directors shall be elected by a majority vote of Regular Members present at a regularly scheduled meeting.
Term of Office
All members of the Board of Directors shall be elected annually by the members at the 4th Quarterly meeting. New Officers / Directors shall take office January 1 following elections and serve through December 31 with a term of one year.
The Board of Directors shall meet the 1st Saturday Monthly (9am – 11 am) as deemed necessary between regularly scheduled Membership meetings upon the call of the President at such times and places as he/she may designate and shall be called to meet upon demand of a majority of its member. Board of Directors meetings shall be open to Chairpersons of all active committees.
A simple majority of the Board of Directors shall constitute a quorum.
Any member of the Board of Directors unable to attend a duly called meeting of the Board shall be required to notify the President of the Chapter two days prior to the meeting. The Board may deem the resignation of the Director effective upon two consecutive unauthorized absences without notification by the Director to the President.
Resignation and Removal
Any Board of Directors member may resign at any time by giving written notice to the President, the Secretary, or the Board of Directors. Such resignation shall take effect at the time specified therein, or, if not the time specified, at the time of acceptance thereof as determined by the President or Board of Directors. A member of the Board of Directors may be removed from his/her position upon a two-thirds vote of the Board at a legally called meeting. Any Officer or Director subject to such a vote shall be granted the privilege to represent him/herself in person or in writing, either prior to or at the time of the vote.
Any vacancies that may occur on the Board of Directors by reason of death, resignation, or otherwise, may be filled by appointment of the President and confirmed by a majority of the Board of Directors. Appointed members of the Board shall serve the remainder of the unexpired term of the position on the Board for which they are appointed.
Any decision of the Board of Directors shall be a majority vote of the Directors voting, provided that a quorum participates in the vote.
Article VII – Officers
The Officers of the Association shall be regular members and shall consist of a President, Vice President, a Secretary, a Treasurer, and other such Officers as may be elected in accordance with the provisions of this Article.
Election and Term of Office
The Officers of the Association shall be elected annually by the members at the 4th Quarterly meeting of the members. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be filled at any meeting of the members. Each Officer shall hold the office until the end of the Chapter year.
Any Officer elected or appointed by the members may be removed by the members whenever, in their judgement, the best interests of the Association would be served thereby. However, such removal shall be without prejudice to the contract rights, if any, of the Officers so removed. Removal of any Officer, with or without cause, shall be immediately effective upon presentation of a petition demanding such removal at any regular or special meeting of the members.
Such petition shall contain not less than 50% of the current regular members of the Association. Any Officer absent from three consecutive meetings of members or three consecutive meetings of Officers without good cause shall, upon majority vote of the Board of Directors, be removed from office and so notified by the Board.
A vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by the Board of Directors for the remaining portion of the term.
Article VIII – Contracts, Checks, Deposits, and Funds Contract
The Board of Directors may authorize any Officer(s) or agent(s) of the Association, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.
Checks and Drafts
All checks, drafts, or order for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer(s) or agent(s) of the Association and in such a manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or by the President of the Association. All checks issued in an amount greater than $500 must be authorized by the President. Any checks issued directly to the Treasurer must be authorized by the President.
A budget shall be comprised by the Treasurer and presented to the Board of Directors. After the Board has approved the Treasurer’s recommendation, the Budget for the upcoming year shall be presented to the membership at the October meeting and voted on by the active membership.
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select. An annual report of all receipts and expenditures shall be presented at the November meeting and be made a part of the minutes of this Association.
The Board of Directors may accept on behalf of the Association any contribution, gift, bequest, or devise for the general or special purpose of the Association.
Article IX – Amendments
These Bylaws may be amended by a two-thirds vote at any meeting of the Chapter.
Article X – Code of Ethics
Article XI – Dissolution
The Chapter shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall injure, or be distributed, to the members of the Chapter. On dissolution of the Chapter, any funds remaining shall be sent to National.