Updated and Amended as of May 3, 2006 by Members of the SEPA Chapter.

I. NAME AND PLACE OF BUSINESS

1.01 Name- The name of this organization shall be the Southeastern Pennsylvania Chapter of the American Payroll Association (SEPA Chapter).

1.02 Principal Office – The principal office of the Chapter shall be located in Valley Forge, PA

II PURPOSE

2.01 Purpose- The purpose of the Chapter is to promote education among payroll professionals and related personnel in matters concerning payroll; to promote payroll as a profession in the community; and to provide networking opportunities.

III MEMBERS

3.01 Membership - Regular members are those who are active national members of the American Payroll Association. Associate members are classified as not being an active national member.  Corporate memberships are available for members of the American Payroll Chapter when their employer wants to have more than two employees attend meetings. The corporate membership to the chapter will be maintained in the name of the Corporation that the national member, of the American Payroll Chapter, is employed by until the end of the membership year.

3.01A  Example:

           Individual membership to the chapter moves with the individual within the current membership year, if paid for by the individual.  If the company pays the membership and sends a request in writing that the membership transfers to the replacement employee, the chapter will honor that request.

           Corporate memberships do not follow the individual and remain with the corporation.  However, the individual that was covered under the corporate membership will remain a paid member until the end of the current membership year.

3.02 Revocation of Membership – Members may be reprimanded, suspended or expelled by the Board of Directors for violations of these bylaws or any other conduct that discredits the Chapter or the payroll profession.

3.03 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.

3.04 Voting – Each Regular, Associate and Corporate member shall have one vote in the affairs of the Chapter.

3.05 Quorum – At least 25% of the members of the Chapter shall constitute a quorum. A majority of those present will determine all matters requiring a vote of the membership.

VI DUES AND FEES

Dues and Fees - The Board of Directors shall determine the annual dues schedule for each level of membership. Potential new members can attend their first meeting at the member rate.  Future meetings will be a the non-member rate unless he/she joins the Chapter.  Dues, for existing members, must be paid by the first quarterly meeting of every calendar year.

Removal for Non-payment – Members who fail to pay their prescribed dues by March 15 and other obligations shall be dropped from the rolls and thereupon forfeit all rights and privileges of membership. Upon payment of delinquent dues and/or obligations, the member shall be reinstated.

V MEMBERSHIP MEETINGS

5.01 Regular Meetings – There shall be a minimum of four (4) per year or more as deemed necessary by the Board of Directors. The time and location of these meetings shall be determined by the Board of Directors.

VI BOARD OF DIRECTORS

6.01 General Powers – The affairs of the Chapter will be managed by the Board of Directors, who shall each be regular members in good standing of the Chapter.

6.02 Composition – The Board of Directors shall be composed of the President, Vice President, Secretary, Treasurer, Government Liaison and other members as deemed necessary of the Chapter. All members of the Board of Directors shall be members in good standing of the Chapter and shall be elected from the general membership or appointed by the Board as deemed necessary.

6.03 Meetings – The Board of Directors shall meet a minimum of two (2) time per year or more as deemed necessary between Membership meetings upon the call of the President. Board of Directors meetings may include the Chairpersons of all active committees at the discretion of the Board.

6.04 Quorum – A simple majority of the Board of Directors shall constitute a quorum.

6.05 Voting – Any decision of the Board of Directors shall be a majority vote of the Directors voting, provided that a quorum participates in the vote.

VII OFFICERS

7.01 Officers – The Officers of the Chapter shall be regular members in good standing of the Chapter and of the American Payroll Association and shall consist of a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary, a Treasurer, a Government Liaison, and other such Officers as may be elected in accordance with the provisions of this article. Duties of each Officer will be at the sole discretion of the Board of Directors. Detailed responsibilities are available upon request. General descriptions are listed below.

7.02 Election and Term of Office – The Officers of the Chapter shall be elected annually by the members at the November 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 will serve a two year term that commences the January following the election. All officer positions are limited to two consecutive terms. The officer positions of President, Secretary, and Treasurer will be elected during the even numbered years. The officer positions of Vice President and Government Liaison will be elected during the odd numbered years. Only regular, associate and corporate members who are current with their dues are eligible to vote. Members may vote by absentee ballot by a written request to the Nomination and Election committee chairperson. Absentee ballots must be received one week prior to the election. Each member may cast only one (1) vote. The Nomination and Election committee will validate all ballots.

7.03 Removal – Any Officer elected or appointed by the members may be removed by the members whenever in their judgment the best interests of the Chapter would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer 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 percent of the then current members of the Chapter. Any officer absent from three consecutive meeting 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.

7.03.1  Appearance of Impropriety - Any Officer elected or appointed by the members or the board may be removed or suspended by the majority vote of the Board Officers whenever there exists an 'Appearance of Impropriety".   An 'appearance of impropriety exists when there is a conflict of interest between the serving Office and the best interests of the chapter members as a whole.  Examples of a conflict of interest are, but not limited to:

• Serving on the Board of Directors or as an Officer of another APA Chapter

• An immediate family members (spouse, child, parent or sibling) serving on another APA Chapter's Board of Directors or an Officer, or

• Two Officers having the same employer, where as one of them is a direct report of the other.

In the case of such removal or suspension, the Officer so removed or suspended shall forthwith deliver all the property of the Chapter in his/her possession, or under his/her control, to another Officer.

7.04 Vacancies – A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Board members may ask the Nominations and Election committee for recommendations or may request that the committee recruit a current member in good standing.

7.05 President Responsibilities:

1. Preside over meeting.

2. Be a member, ex officio, of all committees.

3. Coordinate the establishment of goals for the chapter each year.

4. Provide leadership to the Chapter.

7.06 Vice President Responsibilities:

1. In the event the president becomes unable to finish the term for which they are currently serving, accept position of president and finish the current presidential term.

2. Preside over meetings in the absence of the president

3. Coordinate annual election process.

4. Coordinate the membership meetings

7.07 Secretary Responsibilities:

1. 1. Take minutes of each meeting and an archive of such minutes.

2. 2. Prepare chapter announcements and correspondence and distribute.

3. 3. Preside over meetings in the absence of the president and vice president.

7.08 Treasurer Responsibilities:

1. Maintain accurate checkbook.

2. Disburse all Chapter funds and collect dues.

3. Report financial status of Chapter at each meeting.

4. Prepare annual budget.

7.09 Government Liaison Responsibilities:

1. Establish a relationship with federal, state and local governments to foster better understanding between groups in a proactive manner.

2. Inform chapter members of governmental issues.

3. Maintain contact and provide support to national APA on government issues.

VIII CONTRACTS, CHECKS, DEPOSITS AND FUNDS

8.01 Contracts – An Officer (s) of the Chapter, may enter into a contract or execute and deliver any instrument in the name of  and behalf of the Chapter. All contracts and binding agreements must be reviewed and approved by a majority of the Officers prior to execution.

8.02 Checks and Drafts – All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Chapter shall be countersigned by two (2) officers of the Chapter.

8.03 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 of Directors may select. A quarterly report of all receipts and expenditures shall be presented at the next available meeting and be made a part of the minutes of this Chapter.

IX AMENDMENTS

9.01 Amendments – These Bylaws may be amended by a two-thirds vote of the membership at any meeting of the Chapter. Proposed amendments must be communicated to each eligible chapter member a minimum of ten (10) days prior to the meeting.  Said communication may be via e-mail, standard mail, fax or personal distribution.

X CODE OF ETHICS

10.01 Code of Ethics

1. To be mindful of the personal aspect of the payroll relationship between employer and employee and to ensure that harmony is maintained through constant concern for the Payroll Professional’s fellow employees.
2. To strive for perfect compliance, accuracy and timeliness of all payroll activities.
3. To keep abreast of the state of the payroll art with regard to developments in payroll technologies.
4. To be current with legislative developments and actions on the part of regulatory bodies, insofar as they affect payroll.
5. To maintain the absolute confidentiality of payroll within the procedures of the employer.
6. To refrain from using Chapter activities for one’s personal self-interest or financial gain.
7. To take as one’s commitment the enhancement of one’s professional abilities through the resources of the American Payroll Association.
8. To support one’s fellow Payroll Professionals, both within and outside one’s organization.

XI DISSOLUTION

11.01 – 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 inure, or be distributed, to the members of the Chapter. On dissolution of the Chapter, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational or philanthropic organizations to be selected by the Board of Directors.