ARTICLE I - NAME

The name of this organization is the Orlando Chapter of the Society for Technical Communication. Throughout the remainder of these Bylaws, the Orlando Chapter is referred to as the CHAPTER, and the Society for Technical Communication, Inc. is referred to as the SOCIETY.

As defined in the SOCIETY Bylaws, a chapter is a group of members who live or work in a particular locality and who, as a matter of geographic convenience, organize themselves to promote the purposes of the SOCIETY cooperatively.

The Orlando CHAPTER has been established and exists in accordance with all applicable SOCIETY Bylaws.

ARTICLE II - BOUNDARIES

CHAPTER boundaries are proposed by the original organizers and approved by the SOCIETY. Any change in the CHAPTER boundaries must be submitted to the SOCIETY for approval. The SOCIETY may change CHAPTER boundaries if it is deemed to be in the best interests of the SOCIETY. The current boundaries of the CHAPTER are the boundaries of the Orlando, Florida metropolitan area and adjacent counties. SOCIETY members who live or work outside the Orlando area may be assigned to the CHAPTER by the SOCIETY.

ARTICLE III - OBJECTIVES

The objectives of the CHAPTER are the same as those set forth in the SOCIETY's Bylaws, namely, to advance the arts and sciences of technical communication by:

• Stimulating the exchange of information by means of publications, meetings, and conferences
• Developing educational programs and establishing scholarships
• Encouraging research
• Recognizing outstanding accomplishments
• Cooperating with other societies and institutions in mutually beneficial projects.

ARTICLE IV - POLICIES

The CHAPTER is a nonprofit, professional organization; it is nonsectarian and nonpartisan; and it will not endorse or disparage any commercial enterprise, political platform, or political candidate. The name of the CHAPTER or the SOCIETY will not be used in connection with any commercial concern for any purpose other than the regular work of the CHAPTER. The CHAPTER exists under its charter from the SOCIETY, and it will operate under the SOCIETY's Bylaws and within the Society's policies.

ARTICLE V - MEMBERSHIP

All members of the CHAPTER must be members of the SOCIETY, assigned to the CHAPTER by the SOCIETY. The grades of membership, and the rights and privileges of those grades of membership, are governed by the Society's Bylaws.

ARTICLE VI - MANAGEMENT

The CHAPTER will be managed by an Administrative Council constituted according to the Society's Bylaws.

Section 1 - Administrative Council

A. Membership. The Administrative Council will consist of five voting members: the four officers of the CHAPTER and the Immediate Past President. The four officers of the CHAPTER will be the President, Vice President, Secretary, and Treasurer. All CHAPTER officers will be elected by the CHAPTER membership. In the event a President is reelected, the Immediate Past President will also remain for another term on the Administrative Council.

B. Eligibility. All candidates for elective office will be members of the SOCIETY and the CHAPTER and may not be student members. The officers will be elected in accordance with Article VII of these CHAPTER Bylaws.

C. Powers and Constraints. The Administrative Council has the power to manage the CHAPTER's possessions, to determine its fiscal policies, and to direct its affairs in order to meet the objectives of the CHAPTER and the SOCIETY. The Council will act in accordance with the Chapter's and the Society's governing documents. The Council may prudently delegate powers in the interest of efficient management.

D. Duties of Administrative Council Members. The President, as head of the Chapter's Administrative Council, will be responsible for all operations. The President will delegate duties to the other officers, the Immediate Past President, and any committee managers or CHAPTER members as necessary to carry on the business and to meet the objectives of the CHAPTER.

Some specific duties of the other officers include the following: The Vice President will serve as the head of the Programs Committee, the Secretary will manage the Chapter's archives of past minutes and administrative records, and the Treasurer will manage the Chapter's financial records. All officers will report on their respective activities and areas of responsibility at least once annually to the membership

E. Term of Office. CHAPTER officers will serve throughout the Society's fiscal year beginning the first day of that fiscal year. Elected officials may serve more than one term in office if so elected by the membership.

F. Meetings and Quorum. In addition to the general meetings described in Article VIII, the Administrative Council will meet regularly to conduct CHAPTER business. Meetings will be scheduled by the President or at the request of two or more members of the Council or a petition of ten or more CHAPTER members. A majority of the Council's membership constitutes a quorum. The President will use Robert's Rules of Order as a guideline for the conduct of meetings, and the Secretary will record minutes to serve as a record of Administrative Council decisions and commitments.

The Administrative Council will announce its meetings in advance in the CHAPTER newsletter, at general meetings, or by mail. Meetings of the Administrative Council will be open to all members of the CHAPTER.

G. Vacancies. If the office of the Immediate Past President is vacant, it will remain so until the next election. A vacancy in the office of the President will be filled by the Vice President for the remainder of that term. A vacancy in any other office will be filled (for the remainder of that term) by electing a replacement from the membership through a majority vote of the Council.

H. Removal. If an officer or committee manager fails to carry out the duties and responsibilities of his or her office as outlined in these Bylaws, or persists in activities not in the best interests of the CHAPTER or SOCIETY, the Administrative Council may remove him or her from office by a unanimous vote of the remainder of the Council

Section 2 - Committees and Special Appointments

A. Establishment. The Administrative Council may establish standing and special committees and make special appointments as needed to take charge of specific functions. The manager of each standing and special committee will be appointed by the President, subject to Administrative Council approval.

B. Committee Membership and Subcommittees. Except for the Nominating Committee, committee managers will appoint the members of their respective committees in accordance with these Bylaws and may establish subcommittees as required. Committee membership is generally made through membership appeals. Council approval is not required for the appointment of committee members nor for the establishment of subcommittees. Members of the Administrative Council may also be members of the standing committees.

C. General Responsibilities. Standing and special committees will perform under the general direction of the Administrative Council and will be directly under the supervision of the President or members of the Administrative Council designated by the President. Each committee manager will submit an annual budget to the Administrative Council, record and report committee expenses to the Treasurer as directed by the Administrative Council, and report regularly to the Administrative Council on committee plans and activities.

D. Standing Committees. The standing committees of the CHAPTER will include:

• Programs Committee
• Conference Committee
• Education Committee
• Membership Committee
• Publicity Committee
• Newsletter Committee
• Bylaws Committee

Each standing committee will operate under the direction of a committee manager who is appointed by the President, subject to Council approval.

The Bylaws Committee will be composed of a minimum of three members, including a manager, appointed by the President and subject to Council approval. The responsibility of this committee will be to maintain and distribute copies of the official CHAPTER Bylaws as needed and to formulate and coordinate any amendments or changes to the Bylaws.

E. Special Committees. The special committees of the CHAPTER will include a Nominating Committee, a Tellers Committee, and any other committees deemed necessary and created by the President and Administrative Council.

Section 3 - Operating Guidelines

In addition to these Bylaws, the Administrative Council may publish Operating Guidelines that provide specific guidelines on the conduct of CHAPTER business and activities. These guidelines, and amendments or additions to them, will be compatible with the Chapter's Bylaws, the Society's Bylaws, and operating policies of the SOCIETY. If any part of, or amendment to these guidelines conflicts with the Chapter's Bylaws or the Society's Bylaws, the Chapter's Bylaws and the Society's Bylaws take precedence, and the conflicting part of these guidelines will be null and void.

Operating Guidelines and amendments to them must be approved by a majority of the Administrative Council.

ARTICLE VII - ELECTIONS

Section 1 - Date

The annual election of CHAPTER officers and the Nominating Committee will be conducted at or before the April general meeting.

Section 2 - Nominating and Tellers Committees

The CHAPTER Nominating Committee consists of three or five members at the discretion of the CHAPTER President. Two members of a three-member committee or three members of a five-member committee are elected by the membership. The Nominating Committee Manager is appointed by the CHAPTER President who also appoints another member in the case of a five-member committee.

The CHAPTER Nominating Committee will solicit nominees for elective CHAPTER office and will announce the nominations to the CHAPTER membership in accordance with these Bylaws.

The CHAPTER President will select a three-member Tellers Committee, including a Tellers Committee Manager. The Tellers Committee and manager will be approved by a vote of the Administrative Council. The Tellers Committee will be responsible for determining the validity of votes cast for CHAPTER officers, counting the votes, and announcing the election results.

Section 3 - Nominations

Nominations will be presented by the Nominating Committee or by members of the CHAPTER as directed in this section.

The Nominating Committee will submit the names of candidates for elective offices to the CHAPTER President, and the President will announce the nominations to the CHAPTER membership. The President will announce the nominations 1) at least one month in advance of the election at a general meeting, or in the CHAPTER newsletter, or by special mailing to the CHAPTER membership and 2) at least ten days prior to the election through the CHAPTER newsletter, or by special mailing, along with a ballot, voting instructions, and the date, place, and time of the election. When the candidates are presented to the President, each nomination will be accompanied by notification of the nominee's verbal or written consent to be a candidate for elected office. No member will be nominated for more than one office in the same election.

CHAPTER members may also submit petitions for nominees directly to the President. To be valid, such petitions must be accompanied by the nominees' written statement of willingness to accept office and signatures of ten percent of the CHAPTER membership. Nominations of this type must reach the President at least two weeks prior to the election.

The President will arrange for mailing a complete ballot of nominees to all CHAPTER members no later than ten days before the annual election. Any CHAPTER member may vote by absentee ballot.

Section 4 - Election

CHAPTER officers will be elected by a majority of those members voting, either in person or by absentee ballot. Student members may vote in CHAPTER elections. If no majority is obtained on the first ballot for an office, a second ballot will be taken to decide by plurality among the two candidates who received the greatest number of votes on the first ballot, or to decide ties.

To be valid, an absentee ballot must be signed and dated by the member; it must be presented to the Tellers Committee before the annual election.

The Tellers Committee will be responsible for validating votes (including absentee ballots) against a current roster of CHAPTER members, counting the votes, announcing the election results immediately following the election at the general meeting, and announcing election results in the next issue of the newsletter or CHAPTER mailing.

ARTICLE VIII - GENERAL MEETINGS

The CHAPTER will hold at least nine general meetings in each fiscal year. General meetings will further the Chapter's objectives through programs, workshops, tours, and forums and through the conduct of CHAPTER business that necessarily involves the general membership. The May general meeting will serve as the Chapter's annual business meeting for presenting annual reports, and transacting other CHAPTER business. The Treasurer will present an annual financial report at this meeting.

The President, or The Vice President in the President's absence, will chair general meetings. The President will use Robert's Rules of Order as a guideline for conducting the business part of general meetings, and the Secretary will record minutes of the business part of general meetings to serve as a record of CHAPTER business.

ARTICLE IX - FINANCES

CHAPTER funds will be deposited in any banking institution that is a member of the Federal Deposit Insurance Corporation. CHAPTER funds may be withdrawn from their accounts only with the signatures of both the Treasurer and the President or Vice President.

No CHAPTER member will contract debts in the name of the CHAPTER without specific authorization from the Administrative Council . The CHAPTER will levy no dues or assessments against the members without specific permission from the Board of Directors of the SOCIETY.

The Chapter's fiscal year will be the same as the Society's fiscal year. The Chapter's financial records will be audited annually two months prior to the start of a new fiscal year. No later than two weeks after the start of a new fiscal year, the Treasurer will prepare an annual financial report covering the past fiscal year. This report will be submitted to the Society's Board of Directors through the Society's business office before July 31.

All books and records of the CHAPTER will be available for examination by the Society's President or Directors at any time. The Treasurer will provide a copy of any CHAPTER financial report to any CHAPTER member upon request.

The CHAPTER will own no real estate.

ARTICLE X - DISSOLUTION

The CHAPTER may be dissolved only by action of the Society's Board of Directors as set forth in the Society's Bylaws. Dissolution of the CHAPTER will in no way affect the standing in the SOCIETY of any CHAPTER member. If the CHAPTER is dissolved under the prescribed procedures, all CHAPTER funds will revert to and become the property of the Society's treasury.

ARTICLE XI - AMENDMENTS

Section 1 - Proposing

Amendment of these bylaws may be proposed by a resolution adopted by the Administrative Council or by a petition signed by at least ten members of the CHAPTER. Such resolution or petition will be transmitted to the manager of the Bylaws Committee.

Section 2 - Processing

Amendments must be approved by a two-thirds majority of those CHAPTER members voting, either in person or by absentee ballot.

Upon receipt of proposals from the Administrative Council or petitions from the membership, the Bylaws Committee will draft proposed amendments to these Bylaws. The final draft of these proposed amendments will be submitted to the originators for review and approval. Upon receiving that approval, the Bylaws Committee will schedule a vote on the proposed amendments at a regularly scheduled general meeting.

At least ten days prior to that meeting, the Bylaws Committee will prepare and mail to all CHAPTER members a ballot that allows members to vote either "yes" or "no" on each proposed amendment. Completed ballots must be returned to the CHAPTER Secretary prior to or during the meeting. To be valid, an absentee ballot must be signed and dated by the member. The CHAPTER Secretary will count the votes and report the results to the CHAPTER at the conclusion of the meeting.

Section 3 - Adoption

An amendment to these Bylaws will become effective upon its approval by a majority of the votes cast. It will then be the responsibility of the Bylaws Committee to revise the text of the Bylaws accordingly and have copies of the updated CHAPTER Bylaws available to all members.

Section 4 - Compatibility

These bylaws, and amendments to them, will be compatible with the Bylaws and operating policies of the SOCIETY. If any part of, or amendment to, these bylaws conflicts with the Society's Bylaws or operating policies, the conflicting part of these Bylaws or the conflicting part of the amendment will be null and void; notice of its nullification will be promptly transmitted to the CHAPTER membership through the Administrative Council.

Orlando Chapter Bylaws amended April 30, 1997