Our By-Laws

Bylaws of PSHRA Sacramento Mother-Lode Chapter
A California Nonprofit Public Benefit Corporation

(July 2025 Revised)

Article I

Name 

Section 1.1 Corporate Name
The name of this corporation is PSHRA Sacramento Mother-Lode Chapter (hereinafter referred to as the “Chapter”).  PSHRA stands for Public Sector HR Association.

Article II

GEOGRAPHICAL AREA AND OFFICES 

Section 2.1 Geographical Area
The geographical area covered by this Chapter shall include the Counties of Sacramento, Yolo, El Dorado, Placer, Sutter, Yuba, Butte, Colusa, Nevada, Alpine, Amador, and surrounding areas in Northern California. 

Section 2.2 Principal and Other Offices
The principal office for the transaction of the business of the Chapter may be established at any place or places within or outside the State of California by resolution of the Board of Directors.

The Board of Directors may at any time establish branch or subordinate offices at any place or places where the Chapter is qualified to transact business.

Article III

PURPOSES

Section 3.1 General Purpose
The Chapter is a nonprofit, public sector organization representing and serving Human Resources (HR) professionals, communities, and individuals in the state of California and primarily within the aforementioned geographical area. It is not organized for the private gain of any person. As such, it is organized under the Nonprofit Corporation Law of California (“California Nonprofit Corporation Law”) for charitable educational purposes related to promoting dissemination of information and improvement of business conditions/practices as it relates to the HR field.  Hence, the Chapter provides a wide range of services, including the dissemination of information on progressive personnel policies, benefits, labor relations, emerging workplace trends, state and federal legislations, cutting-edge HR practices, and valuable research data as well as opportunities for the public and our members to convene and discuss issues that affect them in the HR profession. 

Also, PSHRA Sacramento Mother-Lode Chapter is affiliated with the National chapter of the Public Sector HR Association. Through this affiliation, the Chapter offers its members a unique opportunity to share information and resources that represent the interests of human resource professionals at all levels and strive to promote excellence in HR management.

Section 3.2 Specific Purpose and Objectives
The purpose of PSHRA Sacramento Mother-Lode Chapter is to empower individuals, communities, and HR professionals by providing opportunities for personal and professional growth through education, networking, cooperative learning, and community outreach in the areas of Human Resources, Risk Management, and Leadership. The objectives of this Chapter shall be as follows:
1.    Provide an identity, forum, and meeting ground for persons engaged in HR management throughout the geographical area covered by this Chapter to discuss their current issues and to provide a medium for mutual self-improvement and interest.
2.    Implement the following objectives and programs:
a.    To foster and develop interest in sound HR principles and practices.
b.    To provide HR professionals with a central repository for the exchange of useful information on HR policies and techniques.
c.    To stimulate and coordinate HR research.
d.    To render a program of services to individuals in the field of HR administration enabling them to meet administrative and technical issues with sound solutions.
e.    To provide encouragement and assistance toward individual’s professional development.
f.    To jointly consider and search for solutions to common issues.
g.    To assist in planning the national PSHRA’s program.
h.    To encourage programs that promote equal employment opportunity to all individuals.
3.    Encourage and facilitate cooperative action on HR issues of mutual concern, among agencies and individuals in public-sector HR within the Chapter area.

Article IV

LIMITATIONS

Section 4.1 Political Activities
The Chapter has been formed under California Nonprofit Corporation Law for charitable educational purposes described in Article 3, and it shall be nonprofit and nonpartisan. No substantial part of the activities of the Chapter shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Chapter shall not participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

Section 4.2 Prohibited Activities
The Chapter shall not, except in any insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described in Article 3. The Chapter may not carry on any activity for the profit of its Officers, Directors or other persons or distribute any gains, profits or dividends to its Officers, Directors or other persons as such. Furthermore, nothing in Article 3 shall be construed as allowing the Chapter to engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

Article V

Members of the Board

Section 5.1 Property Dedicated to Nonprofit Purposes
The property of the Chapter is irrevocably dedicated to charitable educational purposes. No part of the net income or assets of the Chapter shall ever inure to the benefit of any of its Directors or Officers, or to the benefit of any private person, except that the Chapter is authorized and empowered to offer and reimburse for training opportunities, pay reasonable compensation for services rendered, and make payments and distributions in furtherance of the purposes set forth in Article 3 hereof.

Section 5.2 Distribution of Assets Upon Dissolution
Said organization is organized exclusively for charitable, religious, educational, scientific, and/or similar public purposes, including, for such purposes, the making of distributions to organizations that qualifies as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

To remain active, the Chapter must maintain at least ten (10) members in good standing. Upon or in the event of the dissolution of the organization or the discontinuation of Chapter activities, the Board, after making payment of all the liabilities of the Chapter, shall distribute or send any remaining funds in its treasury to PSHRA national.

Article VI

MEMBERSHIP AND DUES

Article VII

DIRECTORS AND ELECTION COMMITTEE

7.1.1    Number
The management of the Chapter’s affairs and the development and guidance of its program of activities shall be the responsibility of the Board of Directors of the Chapter, for the purposes of the Bylaws referred to as the (“Directors/Board”). The Board shall consist of five (5) Chapter officers: President*, President-Elect*, Membership Coordinator, Secretary, and Treasurer; one (1) immediate Past President; and up to five (5) additional Board members. 

*The President and President-Elect shall become individual members of the PSHRA and membership shall be paid for by the Chapter if not already paid by their employer.

7.1.2    Qualifications
The Board shall be in good standing, nominated, and elected from the Chapter membership. Additional general qualifications, if deemed necessary, may be delineated by resolution of the Board.

Section 7.2 Corporate Powers Exercised by Board
           Subject to the provisions of the Articles of Incorporation of the Chapter (“Articles of Incorporation”), 
           California Nonprofit Corporation Law and any other applicable laws, the business and affairs of the  
            Chapter shall be managed, and all corporate powers shall be exercised, by or under the direction of the 
           Board 

Section 7.3 Terms
The term of officers and members of the Board shall be from January 1st through December 31st. Officers and members of the Board shall be elected for two (2) year term.

Section 7.4 Vacancies

7.4.1    Events Causing Vacancy
A vacancy or vacancies on the Board shall be deemed to exist on the occurrence of the following:
the death or resignation, or removal of any Director; (ii) whenever the number of authorized Directors is increased; or (iii) the failure of the Board, at any meeting at which any Director or Directors are to be elected, to elect the full authorized number of Directors.

7.4.2    Resignation and Removal
Except as provided in this Section, any Director may resign by giving written notice to the President, the Secretary, or the Board. Such a written resignation will be effective on the later of (i) the date it is delivered or (ii) the time specified in the written notice that the resignation is to become effective. 

The Board may by resolution declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.  Board members may also be removed for failing to provide reasons of absence of two (2) consecutive meetings, for failing to disclose conflict of interest prior to casting vote on an important matter in which the Director has a financial interest, for the conviction of a crime involving moral turpitude (sexual misconduct, fraud, embezzlement, etc.) or found by final order judgment of any court to have breached a duty under California Nonprofit Corporation law.  

7.4.3         Election to Fill Vacancies
If there is a scheduled vacancy, the Board may fill such vacancy by selecting candidate(s) from the most recent election results or requesting the existing Board to provide potential candidates so appointment can be made as soon as practicable. If the number of Directors then in office is less than a quorum, additional directors may be elected to fill such vacancies by (i) the unanimous written consent of the Directors then in office, (ii) the affirmative vote of a majority of the Directors in office at a meeting held according to notice or waivers complying with section 5211 of the California Nonprofit Corporation Law, or (iii) a sole remaining Director.

Typical Election Process: At least sixty (60) days prior to the expiration of a vacant seat, the immediate Past President shall call to the Chapter members its nominations of the vacant Chapter Officers and/or Board members seat at the annual election.

The report of the nominating committee and any additional nominations from the membership shall be voted on by the Chapter membership.

Ballots shall be distributed electronically to all members by November 1st and shall be returned to the Past President by November 15th. To be elected to an office, a candidate must receive a majority of the votes cast for that office. If no candidate receives a majority of the vote, a second ballot shall be distributed listing the two (2) candidates who have received the highest number of votes for that office.

All members of the Chapter shall have a voice and a vote in the affairs of the Chapter. On matters calling for a decision by the Chapter membership, voting shall be by voice or by ballot as determined by the Board. Unless otherwise specified in these Bylaws, a majority vote of the members responding shall determine the outcome of any questions or items voted upon.

All vacancies must be confirmed by December 31st to be effective for the upcoming term. 

Section 7.5 Regular Chapter Meetings
Regular meetings shall be held at least once every three (3) months. The President shall set the time and place of Chapter meetings, and the Membership Coordinator shall notify the Board members. 
At any meeting held for the purpose of transacting Chapter business, a quorum shall consist of at least fifteen (15) members of the Chapter. If there is not a quorum present, official business may be conducted electronically.

The Board meetings and proceedings of the Chapter shall be regular and controlled according to Robert’s Rules of Order for Parliamentary Procedure except as may be otherwise provided by these Bylaws.

Section 7.6 Special Meetings
Special meetings of the Board for any purpose may be called at any time by the President, the President-Elect, the Secretary, or any two (2) Directors.

Section 7.7 Notice of Meetings

7.7.1    Manner of Giving
Except when the time and place of a regular meeting is set by the Board and posted on the Chapter website in advance (as permitted by Section 7.5), notice of the date, time and place of all regular and special meetings shall be given to each Director in the form of an appointment via Outlook calendar or other equivalent format.

Any oral notice given personally or by telephone may be communicated directly to the Director or to a person who would reasonably be expected to promptly communicate such notice to the Director. Notice of regular meetings may be, if established in advance, posted on the Chapter website.

7.7.2    Notice Contents
The notice shall state the time and place for the meeting, except that if the meeting is scheduled to be held at the principal office of the Chapter, the notice shall be valid even if no place is specified. The notice need not specify the purpose of the meeting unless required elsewhere in these Bylaws.

Section 7.8 Place of Board Meetings
Regular and special meetings of the Board may be held virtually or at any place within or outside the state that has been designated in the notice of the meeting, or, if not stated in the notice or, if there is no notice, designated by resolution of the Board. If the place of a regular or special meeting is not designated in the notice or fixed by a resolution of the Board, it shall be held at the principal office of the Chapter.

Section 7.9 Quorum and Action of the Board

7.9.1    Quorum
A majority of Directors then in office shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 7.11.

7.9.2    Minimum Vote Requirements for Valid Board Action
Every act taken or decision made by a vote of the majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board, unless a greater number is expressly required by the California Nonprofit Corporation Law, the Articles of Incorporation or these Bylaws. 

7.9.3    When a Greater Vote Is Required for Valid Board Action
The following actions shall require a vote by a majority of all Directors then in office in order to be effective:
(a)    Approval of contracts or transactions in which a Director has a direct or indirect material financial interest as described in Section 10.1 (provided that the vote of any interested Director(s) is not counted);
(b)    Creation of, and appointment to, Committees (but not advisory committees) as described in Section 8.1;
(c)    Indemnification of Directors as described in Article 11;
(d)    Amendment of any articles or amendment of the Corporate Bylaws;
(e)    Altering the number of board members; and
(f)    Financial transactions over a certain dollar amount.

Section 7.10 Adjournment
A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.

Section 7.11 Conduct of Meetings
Meetings of the Board shall be presided over by the President or, by the President-Elect or, in the absence of each of these persons, by a designee. The Secretary shall attend all meetings of the Board, provided that, if the Secretary is absent, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by rules of procedure as may be determined by the Board from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles, or with any provisions of law applicable to the Chapter.

Section 7.12 Action Without Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board consent in writing to the action. For the purposes of this Section only, “all members of the Board” shall not include any “interested Director” as defined in section § 5233 of the California Nonprofit Corporation Law. Such written consent shall have the same force and effect as a unanimous vote of the Board taken at a meeting. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Written consent may be transmitted by e-mail or any other reasonable method satisfactory to the President or designee.

Section 7.13 Fees and Compensation of Directors
The Chapter shall not pay any compensation to Directors for services rendered to the Chapter as Directors, except that Directors may be reimbursed for expenses incurred in the performance of their duties to the Chapter, in reasonable amounts as approved by the Board.

Section 7.14 Non-Liability of Directors
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Chapter.

Article VIII

COMMITTEES

Section 8.1 Committees of Directors
The Board may, by resolution adopted by a majority of the Directors then in office, create one or more Board Committees (“Committees”) to serve at the discretion of the Board. 

Section 8.2 Meetings and Action of Board Committees
Meetings and action of Committees shall be governed by, and held and taken in accordance with, the provisions of Article 7 concerning meetings of Directors, with such changes in the context of Article 7 as are necessary to substitute the Committee and its members for the Board and its members, except that the time for regular meetings of Committees may be determined by resolution of the Board, and special meetings of Committees may also be called by resolution of the Board. Minutes shall be kept of each meeting of any Committee and shall be filed with the corporate records. The Committee shall report to the Board from time to time as the Board may require. The Board may adopt rules for the governance of any Committee not inconsistent with the provisions by these Bylaws. In the absence of rules adopted by the Board, the Committee may adopt such rules.

Section 8.3 Quorum Rules for Board Committees
A majority of the Committee members shall constitute a quorum for the transaction of Committee business, except to adjourn. A majority of the Committee members present, whether or not constituting a quorum, may adjourn any meeting to another time and place. Every act taken or decision made by a majority of the Committee members present at a meeting duly held at which a quorum is present shall be regarded as an act of the Committee, subject to the provisions of the California Nonprofit Corporation Law relating to actions that require a majority vote of the entire Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Committee members, if any action taken is approved by at least a majority of the required quorum for that meeting.

Section 8.4 Revocation of Delegated Authority
The Board may, at any time, revoke or modify any or all of the authority that the Board has delegated to a Committee, increase or decrease (but not below two) the number of members of a Committee, and fill vacancies in a Committee from the members of the Board.

Section 8.5 Audit Committee
The President shall bi-annually (September and March) appoint an auditing committee of three (3) members, who are not current officers of the Chapter, or an independent auditor to audit the Chapter’s financial records.

Article IX

OFFICERS AND BOARD MEMBERS

Section 9.1 Governing Body Overview
The officers of the Chapter (“Officers”) shall be a President, President-Elect, Membership Coordinator, Secretary, and Treasurer.  Additionally, there are up to five (5) board members.  Collectively, the Officers and Board Members constitute the Board of Directors (“Board/Directors”) of the Corporation/Chapter.  As noted previously, the Board manages of the Chapter’s affairs and the development and guidance of its program of activities. 

If any member of the Board should resign or be unable to discharge the duties of their office, the Board may meet and select one of the members of the Chapter who meets the requirements of the office to fill the unexpired portion of the term. The order of succession, should the President and President-Elect be unable to serve, is as follows:
1.    Secretary
2.    Treasurer
3.    Membership Coordinator
4.    Any of the five (5) additional Board Members
5.    Past President

Please see Article 7 of these Bylaws for additional details on term, election, vacancies, and resignation protocols, 

Section 9.2    Responsibilities of Board Members and Officers

9.2.1    Board Members
The board members shall meet at the call of the President, at least every three (3) months to review the activities of the Chapter, develop plans for future activities, and consider other matters brought to the attention of the Board by the Chapter officers or by the Chapter membership. The individual Board members may be assigned responsibility for special projects, role (i.e. Public Relations, sponsors, website/technology, and/or Program support) or major activities.

9.2.2    President
The President shall preside at all meetings of the Chapter and of the Board. The President shall appoint the election committee, together with such other committees as the President or the Board may deem necessary or appropriate for carrying on the activities of the Chapter. Committees appointed by the President may not hold office beyond the term of incumbency of the President, except as established by Board policy. This shall not preclude their reappointment by the incoming President. The President shall be an ex-officio member of all Committees. The President shall represent the Chapter at the National, Regional, and Leadership conferences. The President shall bi-annually (September and March) appoint an auditing committee of three (3) members, who are not current officers of the Chapter, or an independent auditor to audit the Chapter’s financial records.

9.2.3    President-Elect
In the absence of or temporary incapacity of the President, the President-Elect shall exercise the functions covered by the President (above section). The President-Elect shall serve as the Chapter Meeting Program Chairperson.

9.2.4    Secretary
The secretary of the Chapter (the “Secretary”) shall serve as the custodian of records and submit an annual report of the Chapter’s activities to the Chapter membership and to the PSHRA as requested by the President. The Secretary shall attend to the following:

9.2.4.1    Corporate Bylaws
The Secretary shall certify and keep the original or a copy of these Bylaws as amended to date via our electronic database/record management system.

9.2.4.2    Minute Book
The Secretary shall keep or cause to be kept a minute book of all board meetings as described in Section 12.1.

9.2.4.3    Notices
The Secretary shall give, or cause to be given, notice of all meetings of the Board in accordance with these Bylaws.

9.2.4.4    Corporate Records
Upon request, the Secretary shall exhibit or cause to be exhibited at all reasonable times to any Director, or to his or her agent or attorney, these Bylaws and the minute book.

9.2.4.5    Corporate Seal and Other Duties
The Secretary shall keep or cause to be kept the seal of the Chapter, if any, in safe custody, and shall have such other powers and perform such other duties incident to the office of Secretary as may be prescribed by the Board or these Bylaws.

9.2.5    Treasurer
The treasurer of the Chapter (the “Treasurer”) shall be responsible for the receipt, custody, and disbursement of Chapter funds, subject to the control and review of the Board. The Treasurer shall prepare and present an annual financial report, which include the audit committee/independent auditor’s report, as referenced in the President’s duties, to the members at the quarterly Chapter meeting and shall submit such other reports as requested or required by the Board. 

Section 9.3 Immediate Past President
The immediate Past President shall attend board meetings to provide counsel and advice and is a non-voting member of the Board. The immediate Past President will lead the Election process. 

Article X

Section 11.1 Minute Book
The Chapter shall keep a minute book in written form which shall contain a record of all actions by the Board or any committee including (i) the time, date and place of each meeting; (ii) whether a meeting is regular or special and, if special, how called; (iii) the manner of giving notice of each meeting and a copy thereof; (iv) the names of those present at each meeting of the Board or any Committee thereof; (v) the minutes of all meetings; (vi) any written waivers of notice, consents to the holding of a meeting or approvals of the minutes thereof; (vii) all written consents for action without a meeting; (viii) all protests concerning lack of notice; and (ix) formal dissents from Board actions.

Section 11.2 Books and Records of Account
The Chapter shall keep adequate and correct books and records of account. “Correct books and records” includes, but is not necessarily limited to: accounts of properties and transactions, its assets, liabilities, receipts, disbursements, gains, and losses.

Section 11.3 Articles of Incorporation and Bylaws
The Chapter shall keep at its principal office, the original or a copy of the Articles of Incorporation and Bylaws as amended to date.

Section 11.4 Maintenance and Inspection of Federal Tax Exemption Application and Annual Information Returns
The Chapter shall be tax-exempt under Section 501(c)(3) of the Internal Revenue Code or any other section providing for tax-exempt status. The Chapter will provide a copy of appropriate IRS filings to PSHRA when filed with the Internal Revenue Service (IRS).

The Chapter shall at all times keep at its principal office a copy of its federal tax exemption application and, for three years from their date of filing, its annual information returns. These documents shall be open to public inspection and copying to the extent required by the Code.

Section 11.5 Annual Report; Statement of Certain Transactions
The President shall request annual report to be sent to PSHRA after the close of the Chapter’s calendar year that may contain the following information:
(a)    Membership report;
(b)    The assets and liabilities of the Chapter as of the end of the calendar year;
(c)    The principal changes in assets and liabilities, during the calendar year;
(d)    The revenue or receipts of the Chapter, both unrestricted and restricted to particular purposes, for this calendar year; and
(e)    The expenses or disbursements of the Chapter for both general and restricted purposes during the calendar year.

Section 11.6 Rights of Inspection
Every Board Member and Officer shall have the absolute right at any reasonable time to inspect the books, records, documents of every kind, and physical properties of the Chapter. The inspection may be made in person or by the Director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.

Section 11.7 Corporate Seal
The corporate seal, if any, shall be in such form as may be approved from time to time by the Board. Failure to affix the seal to corporate instruments shall not affect the validity of any such instrument.

Article XI

TRANSACTIONS BETWEEN CHAPTER AND BOARD MEMBERS OR OFFICERS

Section 10.1 Transactions with Board Members and Officers

10.1.1    Interested Party Transactions
Except as described in Section 10.1.2, the Chapter shall not be a party to any transaction:

(a)    in which one or more of its Board Members or Officers has a material financial interest, or
(b)    with any Chapter, firm, association, or other entity in which one or more Board Members or Officers has a material financial interest.

10.1.2    Requirements to Authorize Interested Party Transactions
The Chapter shall not be a party to any transaction described in 10.1.1 unless:

(a)    the Chapter enters into the transaction for its own benefit;
(b)    the transaction is fair and reasonable to the Chapter at the time the transaction is entered into;
(c)    prior to consummating the transaction or any part thereof, the Board authorizes or approves the transaction in good faith, by a vote of a majority of Directors then in office (without counting the vote of the interested Directors), and with knowledge of the material facts concerning the transaction and the interested Director’s or Officer’s financial interest in the transaction;
(d)    prior to authorizing or approving the transaction, the Board considers and in good faith determines after reasonable investigation that the Chapter could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and
(e)    the minutes of the Board meeting at which such action was taken reflect that the Board considered and made the findings described in paragraphs (a) through (d) of this Section 10.1.2.

10.1.3    Material Financial Interest
A Director or Officer shall not be deemed to have a “material financial interest” in a transaction:
(a)    that fixes the compensation of a Director as a Director or  Officer;
(b)    if the contract or transaction is part of a public or charitable program of the Chapter and it (1) is approved or authorized by the Chapter in good faith and without unjustified favoritism, and (2) results in a benefit to one or more Directors or their families only because they are in the class of persons intended to be benefited by the program; or
(c)    where the interested Director has no actual knowledge of the transaction and it does not exceed the lesser of one percent (1%) of the gross receipts of the Chapter for the preceding year or $100,000.

Article XII

EXECUTION OF INSTRUMENTS, DEPOSITS AND FUNDS

Section 12.1 Execution of Instruments
The Board, except as otherwise provided in these Bylaws, may by resolution authorize any Officer or agent of the Chapter to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Chapter, and such authority may be general or confined to specific instances. Unless so authorized, no Officer or agent shall have any power or authority to bind the Chapter by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 12.2 Checks, Payments, and Notes
Except as otherwise specifically determined by resolution of the Board, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Chapter shall be signed or processed by the Treasurer and, when applicable or possible, confirmed or countersigned by the President.

Section 12.3 Deposits
All funds of the Chapter shall be deposited from time to time to the credit of the Chapter in such banks, trust companies, or other depositories as the Board may select.

Section 12.4 Gifts
The Board may accept on behalf of the Chapter any contribution, gift, bequest, or devise for the charitable or public purposes of the Chapter.

Article XIII

CONSTRUCTION AND DEFINITIONS

Unless the context requires otherwise, the general provisions, rules of construction, and definitions of the California Nonprofit Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the Chapter and a natural person. All references to statutes, regulations and laws shall include any future statutes, regulations and laws that replace those referenced.

Article XIV

AMENDMENTS

Section 14.1 Amendment by Directors
The Board may adopt, amend or repeal these Bylaws. Such power is subject to the following limitations:
(a)    Proposed amendments to these Bylaws may be initiated by action of a majority of the Board and officers, or upon written petition signed by at least fifteen percent (15%) members of the Chapter. Amendments initiated by petition shall be addressed to the President for submission to the Chapter membership.
(b)    Proposed amendments shall be transmitted by the Secretary to the members in writing at least thirty (30) days in advance of the date on which they are to be voted on by the members. In the case of proposed amendments initiated by petition, the text of the amendment may be accompanied by the recommendation of the Board.
(c)    The affirmative vote of a majority of the members voting shall be necessary for the adoption of any amendment to these Bylaws. Amendments shall become effective immediately upon adoption, unless otherwise specified in the amendments.
(d)    Before any amendments to these Bylaws are formally presented to the Chapter membership for consideration, the Secretary shall submit the proposed amendment or amendments to the Secretariat of the PSHRA with a request that the proposed Bylaws Changes(s) be reviewed for conformity with policies of the PSHRA as established by the Executive Council or designee. No action on these proposed amendments will be taken until a response to a request for review has been received by the Chapter.
(e)    Whenever the Bylaws are amended, the Secretary shall, as soon as possible, provide the Secretariat of the PSHRA with an electronic copy of the Bylaws as amended. Any amendments to these Bylaws deemed by the Executive Council to be in conflict with the objectives or policies of the PSHRA shall be referred back to the Chapter membership for reconsideration.

Article XV

ARTICLE 15 CALENDAR YEAR

Section 15.1 The fiscal reporting cycle for this Chapter is a calendar year, shall begin  January 1st and end on December 31st.