The primary role of the District is to provide support and oversight to Chapters and assist them in sharing best practices and making the Chapters organizationally effective. Districts are accountable to the PRSA Board of Directors and subject to review processes from that body.
The Board of Directors shall divide the United States into Districts, and shall provide uniform procedures for the governance and operation of the Districts.
All Chapters belong to a designated District.
Such bylaws shall contain a provision whereby Districts shall elect their own officers. District Bylaws are superseded by PRSA’s Bylaws in the event of a conflict between the two.
District Board of Directors
Each District shall have a District board of directors consisting of, at a minimum, a chair and secretary and may also include a treasurer, chair-elect, the immediate past chair of the District and the president of each Chapter in the District or the President’s designee which may be the Chapter President-Elect, Vice President, Past-President, or a Leadership Assembly Delegate. The composition of each District board of directors can be modified as described in this section by a simple majority vote of current District board members present at the District meeting held immediately prior to the year the board of directors takes office.
If the president of each Chapter in such Districts serves on the District board of directors, the president-elect, vice president, past-president or Leadership Assembly delegate of a Chapter may attend district board of directors meetings and may serve and vote as an alternate to the chapter president in the latter’s absence.
Any member of a District board of directors concurrently serving in more than one capacity on the District board shall be entitled to only one vote.
District board members may not vote by proxy.
At its annual meeting, the District board of directors shall elect or appoint a member of the District to the Society’s Nominating Committee and an alternate to serve in the absence of such member. Such members and alternates shall serve for one year beginning January 1 following their election and until their successors are elected. Any elected member or alternate may be a member of the District board, and if not already a member, shall serve as a member of the District board of directors, ex officio, without a vote.
The District board of directors shall hold an annual meeting during the second half of the year at such time and place as the District chair shall designate for the purpose of electing officers for the ensuing year and the transaction of other business. The District board of directors may hold such other meetings as it or its chair may determine. Fifty percent of the District board of directors shall constitute a quorum if valid notice has been given at least 30 days before the meeting.
All District officers must sign disclosure statements, and the District shall maintain an annual file of the signed statements. The District shall send the chair’s signed form to PRSA Headquarters.
The District board of directors shall elect from among its present or past members a chair-elect, a secretary and a treasurer. District officers shall serve for a term of one year beginning January 1 and until their successors are elected and installed. The chair and the chair-elect may not be members of the same Chapter. However, a person serving an unexpired term may be elected to a full term.
Role and Responsibility of the District Board
- Approves District bylaws, Policies and Procedure manual, annual budget.
- Reviews financial statements on a quarterly basis, bylaws and governance documents every three years.
- Reviews and approves fund decisions and business expense reimbursement policy.
- Approve the process for determining District administrator’s compensation and approve administrator’s compensation.
- Ensures social media and branding compliance.
- Responds to a survey provided by PRSA National on an annual basis.
- Writes and approves a diversity statement. Creates a process to identify/recruit diverse leaders and reviews board/volunteer/staff composition every three years to ensure diversity is achieved.
- Conducts an annual performance evaluation.
- Board should include two members with financial experience (for example private sector or society experience managing or approving budgets).
- Board should meet quarterly.
- Adhere to PRSA Code of Ethics.
- Sets dues.
- Approves a set of internal financial controls.
- Conducts an independent audit or reviews external audit.
- Establishes an operating reserve policy.
- Comply with all applicable legal, local, state and federal operating and reporting requirements (e.g., nondiscrimination).
- Comply with provisions of Sarbanes-Oxley applicable to nonprofit corporations (whistleblower protection and implementation of document retention and destruction policies).
Role and Responsibility of District Chair
Act as liaison with the Headquarters of the Society, the board of directors and the officers of the Society.
- Preside at meetings of the District and of the board.
- Appoints all committees with the approval of the board and shall be an ex-officio member of all committees, unless otherwise provided by the board.
- Call at least one District Board meeting in the second half of the year to elect new officers and to conduct the District’s business.
- Maintain effective contact and counsel with the leadership of each Chapter in the District.
- Monitor and manage Chapter review processes.
- Work on common issues of the District’s Chapters and facilitate the sharing of best practices in Chapter management (e.g., in the areas of finance, membership, ethics and professional development).
- Assist with Chapter strengthening and extension in the District.
- Perform such other duties as may be assigned from time to time by the board of directors of the Society or suggested by the Chapter/District Council.
- Represent the District in the Leadership Assembly.
- Participate on District Council.
Role and Responsibility of Chair-Elect
The chair-elect of the District shall, in the absence of the chair, preside at all meetings of the District board of directors and shall perform such other duties as may be assigned by the chair or the District board of directors. The chair-elect shall automatically become chair whenever the chairmanship becomes vacant for any reason. The chair-elect shall participate in the District Council.
Role and Responsibility of Secretary
The secretary shall act as secretary of all meetings of the District board of directors and shall keep minutes of all such meetings. In the absence of both the chair and the chair-elect, the secretary shall perform the duties of chair, and the secretary shall succeed to the office in the event that the offices of chair and chair-elect both become vacant. The secretary shall forward to the Headquarters of the Society and to a District successor a copy of the board-approved minutes of all meetings of the District board of directors within 10 business days of the board’s approval.
Role and Responsibility of Treasurer
The treasurer shall perform all duties incident to the office of treasurer, subject to the control of the District board of directors and shall perform such other duties as may be assigned by the District board or chair.
- Draft an annual budget to be approved by the District board at the first meeting of the year.
- Receive and deposit all District funds in the name of the District, in a bank or trust company approved by the District board.
- Issue receipts and make authorized disbursements by check in accordance with board policy.
- File taxes with the IRS and submit a copy to PRSA National.
- Make regular financial reports to the board.
- Create a set of internal controls, such as requiring more than one signature on checks.
- Present independent audit or financial review to the full board.
- Submit audited financial statements to PRSA National.
The District Board of directors may fill vacancies in any district office for the balance of the unexpired term at any meeting.
The District chair shall on or before August 15 in each year appoint a District nominating committee of three Accredited (APR) members, who are members of Chapters in the District. No more than one member of the District nominating committee shall be appointed from any one Chapter. In the second half of the year, the three member nominating committee shall make one nomination for each vacant District board position and present it to the District chair. The District chair gives notice of all nominations to the District board.
District Fiscal Year
The board of directors shall require that each District adopt a January 1–December 31 calendar as its fiscal accounting, leadership election and operational/administrative management year.
District Dues Collection
Each District shall be responsible for setting and collecting its own dues if the District so chooses.
To maintain the tax exempt status provided by PRSA, each District annually shall comply with the requirement to file an IRS Form 990 or 990N tax statement with the Internal Revenue Service. No District of the Society shall incorporate separately. District policies for administration of Chapter funds shall conform to PRSA Financial Policies and Procedures, where applicable.
District Activities and Oversight Responsibilities
Districts are to be engaged in work directly related to supporting Chapters on the local level. Districts may not indulge in activities contrary to the best interests of the Society as a whole. All District activities must be undertaken in the name of the District. No District activity shall impose any liability or obligation on the Society.
Chapter Visit Policy
District Chairs may be eligible for reimbursements for Chapter visits. District officers are entitled to transportation reimbursement for one visit per year to each Chapter in their District. To receive reimbursement, Chairs must fill out and submit a Chapter visit form and a transportation expense report along with original receipts for air or train fare. Airfare must be approved before purchase. If driving, include a map printout showing the distance between locations, and list mileage driven.