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Bylaws

Greater Kansas City Chapter of the APA

 

Greater Kansas City Chapter of the American Payroll Association

Bylaws

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Article I. Organization
Article II. Place of Business
Article III. Purpose of the Organization
Article IV. Membership of the Organization
Article V. Dues and Fees
Article VI. Membership Meetings
Article VII. Trustees
Article VIII. Board of Directors
Article IX. The Executive Committee
Article X. OFFICERS
Article XI. Committees
Article XII. Parliamentary Authority
Article XIII. AMENDMENTS
Article XIV. Contracts, Checks, Deposits and Funds
Article XV. Code of Ethics
Article XVI. Management
Article XVII. Dissolution

 

Article I. Organization

Section 1.01 The name of this organization shall be the ‘Greater Kansas City Chapter of the American Payroll Association (APA)’.

Section 1.02 The organizational structure shall be comprised of membership classes as listed in this document, the Trustees, the Executive Committee, the Board of Directors and the offiers.

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Article II. Place of Business

Section 2.01 The location of the principle office of the Greater Kansas City Chapter of the American Payroll Association shall be in the Greater Kansas City metro area. This may be either in the state of Kansas or in the state of Missouri.

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Article III. Purpose of the Organization

Section 3.01 To provide a forum to exchange information and experiences in the payroll environment for the benefit of its members.

Section 3.02 To promote the highest standards of professional practice and payroll ethics.

Section 3.03 To increase the knowledge and skills of payroll professionals throughout the region.

Section 3.04 To enhance the image of the payroll profession throughout the states of Missouri and Kansas.

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Article IV. Membership of the Organization

Section 4.01 New Members: New members are required to complete the Greater Kansas City Chapter of the APA Membership Application and submit first years annual dues. Membership must be approved by the membership committee.

Section 4.02 Classes of Membership:

(a) Regular Member – All individuals must be an active member of the American Payroll Association (APA National member). A regular member shall be a person actively engaged in, or closely related to, the payroll function within their organization or having retired from such a position. It is the condition of membership that members are expected to share their knowledge and experiences and to make a positive contribution to the association.
(b) Associate Members – Individuals who are not an active member of the American Payroll Association (APA National member) may be Associate Members. An associate member shall be a person actively engaged in, or closely related to, the payroll function within their organization or having retired from such a position. It is the condition of membership that members are expected to share their knowledge and experiences and to make a positive contribution to the association. Associate members are not eligible to hold a chapter office or serve as a director.

Section 4.03 Removal of Members: Members may be reprimanded, suspended or expelled by the Board of Directors for violations of the Bylaws or APA’s Code of Ethics or any other conduct that discredits the Chapter or the payroll profession. Members that do not pay annual dues within 30 days of renewal date will be removed from membership with all rights.

Section 4.04 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. Revocation of membership for non-payment of dues shall automatically be reinstated upon payment.

Section 4.05 Membership Voting

(a) On all voting matters, there is to be one vote per regular and associate member in good standing.
(b) The President shall not vote with the membership unless it becomes necessary to break a tie.
(c) A quorum shall be defined as a simple majority of Regular and Associate members present except as noted in the Bylaws.

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Article V. Dues and Fees


Section 5.01 Dues Schedule and Payment: The first annual dues of a new member shall be payable and submitted in full with the membership application. Annual dues for all memberships shall be upon anniversary date of membership application. The Board of Directors shall have authority to modify membership dues payment schedule as deemed necessary by a quorum.

Section 5.02 Removal for non-payment: Members that fail to pay their prescribed annual dues and other obligations shall be removed from the membership rolls and thereupon forfeit all rights and privileges of membership. Upon payment of delinquent dues or obligations, the member shall be reinstated.

Section 5.03 The Board of Directors shall make recommendation annually on the amount of the dues. Amount shall be ratified by a quorum of voting membership at the annual business meeting.

Section 5.04 The Board of Directors shall have the authority to set dues and fees for any class membership.

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Article VI. Membership Meetings

Section 6.01 Regular Meetings: There shall be a monthly called meeting of the chapter. The meeting shall be held on the second Wednesday of each month. The Board of Directors shall have the right to alter the scheduling of meetings by day, but shall not alter the frequency of such meeting without a quorum as defined in the Bylaws.

Section 6.02 Business Meetings: There shall be quarterly business meetings to discuss business of the chapter.

Section 6.03 Special: Special meetings of the chapter may be called by the President, Board of Directors, or upon written request of twenty-five percent of the voting membership. The secretary shall call the meeting within fifteen (15) days following the receipt of request in writing. Members must be notified of the special meeting no less than one week before the meeting. Normal meeting notice distribution may be used. No other business can be transacted except business for which the meeting is called.

Section 6.04 Electronic Meetings: Electronic meetings may be called if deemed appropriate and necessary by the President, Board of Directors, or upon written request of twenty-five percent of the voting membership. The secretary shall arrange and call the meeting within fifteen (15) days of the receipt of the request in writing. Members must be notified of the electronic meeting no less than one week before the meeting. Normal meeting notice distribution may be used. No other business can be conducted except business for which the meeting is called.

Section 6.05 Quorum: A majority of the votes cast by the voting members present and voting shall be decisive of any motion or resolution presented, except for the removal of any officer or director.

Section 6.06 Cancellation of scheduled meetings: The Executive Committee, by majority vote, shall have the right to cancel any regularly scheduled meeting in the event of inclement weather, natural disaster, national emergency, or other cause deemed appropriate by the Executive Committee. The Secretary shall notify the membership upon decision of cancellation by telephone, fax, or e-mail. The Executive Committee shall have the right to reschedule the meeting.

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Article VII. Trustees

Section 7.01 Trustees shall be as stated in the articles of incorporation. Upon resignation, death or otherwise a revised articles of incorporation must be filed with the Internal Revenue Service.

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Article VIII. Board of Directors

Section 8.01 Power and Responsibilities: The Board of Directors shall have the 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 prosecute 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. At least one board member from the Board of Directors shall attend the annual Congress of the APA to represent the chapter.

Section 8.02 Composition: The Board of Directors shall be composed of the Executive Committee, the immediate past president and up to two (2) at-large Directors. The Executive Committee shall be comprised of the following officers: President, Vice-president, Secretary, Treasurer, Government Liaison and Chapter Coordinator. All members of the Board of Directors shall be Regular members in good standing.

Section 8.03 Election: The Board of Directors shall be elected by a majority vote of Regular and Associate Members present at the November regular scheduled meeting, with the exception of the Executive Committee and the immediate past president.

Section 8.04 Terms of Office: All members of the Board of Directors shall be elected annually for a two year term by a majority of voting members at the October meeting. Members of the Executive Committee members shall hold term of office as described in Article VIII Section 8.03. The immediate past president shall serve one year in this capacity. At large Board members shall be elected alternately, one on an even year and one on the odd.

Section 8.05 Meetings: The Board of Directors shall meet 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 the demand of the majority of its members. Meetings shall be called no less than once per quarter to discuss the business of the chapter. Board of Directors meetings shall be open to all active membership.

Section 8.06 Quorum: A simple majority of the Board of Directors shall constitute a quorum.

Section 8.07 Absence: 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 President may deem the resignation of the Director effective upon two consecutive unauthorized absences without notification by the Director to the President.

Section 8.08 Resignation: Any Board of Directors member may resign at any time by giving written notice to the President, the Secretary or to the Board of Directors. Such resignation shall take effect at the time of acceptance thereof or as determined by the Board of Directors.

Section 8.09 Removal: Removal of any board member or officer shall require a recommendation for removal by the Board of Directors and a two-thirds vote of all voting members present. Failure to carry out responsibilities of office warrants removal. This includes attendance or general execution of job responsibilities

Section 8.10 Vacancies: Any vacancies which 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 un-expired term of the position in which they were appointed.

Section 8.11 Meetings shall be conducted in accordance with Robert’s Rules of Order, except where superseded by other Articles.

Section 8.12 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.

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Article IX. The Executive Committee

Section 9.01 The Executive Committee shall be comprised of the following officers: President, Vice-president, Secretary, Treasurer, Government Liaison and Chapter Coordinator.

Section 9.02 Meetings: The Executive Committee shall meet 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 the demand of the majority of its members. Executive Committee meeting shall be open to all active membership.


Section 9.03 Quorum: A simple majority of the Executive Committee shall constitute a quorum.

Section 9.04 Absence: Any member of the Executive Committee unable to attend a duly called meeting of the Committee shall be required to notify the President of the Chapter two days prior to the meeting. The President may deem the resignation of the officer effective upon two consecutive unauthorized absences without notification by the officer to the President.

Section 9.05 Resignation: Any Officer may resign at any time by giving written notice to the President, the Secretary or to the Board of Directors. Such resignation shall take effect at the time specified therein, or, at the time of acceptance thereof as determined by the President or the Board of Directors.

Section 9.06 Removal: Removal of any officer shall require a recommendation for removal by the Board of Directors and a two-thirds vote of all voting members present. Failure to carry out responsibilities of office warrants removal. This includes attendance or general execution of job responsibilities

Section 9.07 Vacancies of offices shall be filled by appointment of the president and confirmed by a majority vote of the Board of Directors for the remainder of the un-expired term. Resignations from an office will be accepted by written notice.

Section 9.08 Voting: Any decision of the Executive Committee shall be a majority vote of the committee membership voting, provided that a quorum participates in the vote.

Section 9.09 Quorum: A quorum of the Executive Committee shall be defined as the total number of committee members.

Section 9.10 Meetings of the Executive Committee of the chapter shall be conducted in accordance with Robert’s Rules of Order, except where superseded by other Articles.

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Article X. OFFICERS

Section 10.01 The officers of the Greater Kansas City Chapter of the APA shall be: President, Vice President, Treasurer, Treasurer elect, Secretary, Secretary elect, Government Liaison, and Chapter Coordinator.

Section 10.02 Eligibility and Nominations:

(a) All Regular members in good standing shall be eligible for office. Incumbent officers are eligible for nomination and election to the same office or for nomination and election to a different office.
(b) The nominating committee shall present a slate of nominees to the Chapter for vote at the October regular meeting for installment in November
(c) No person may hold two offices concurrently, unless the officer has been appointed by the President and ratified by the Board of Directors.

Section 10.03 Terms of Office: The term of office shall be for two years unless noted in this document, beginning January first and expiring December thirty-first of the second year.

(a) The Vice President will be elected annually, for a three-year obligation, being VicePresident the first year of term, President the second year and immediate past president the third.
(b) The Secretary elect will be elected annually, for a two-year obligation, being Secretary elect the first year of term and Secretary the second year.
(c) The Treasurer elect will be elected annually, for a two-year obligation, being Treasurer elect the first year of term and Treasurer the second year.
(d) The Government Liaison shall serve two years. The term shall begin on odd years, for election on even.
(e) The Chapter Coordinator shall serve two years. The term shall begin on odd years, for election on even.

Section 10.04 Duties of the officers shall be as follows:

(a) The President shall act as chief executive officer of the chapter and shall preside at all meetings of the Chapter and its Board of Directors and shall call such meetings as deemed necessary. It shall be the duty of the President to exercise supervision over the activities and welfare of the Chapter and keep open communications with the members of the Board of Directors relative to matters of policy, and shall be responsible for maintaining regular communication with the Chapter Relations department of National APA. Coordinate the execution of the strategic plan as developed by the chapter, the Board of Directors and the Strategic Planning Committee. Appoint all committee chairs that have not been defined by the Bylaws. The President shall serve as a member of the Board of Directors and the Executive Committee and Board of Directors. The President shall be the ex-officio member of all committees, and shall be responsible for training and development to enable a smooth transition of duties to the vice-president. The Board of Directors may amend duties.
(b) The Vice President shall assist the President in all administrative functions, and will fulfill/assume presidential responsibilities in the event of the President’s absence or inability to complete the term of office. Should this event occur, a new Vice President should be elected in a special election. Chair the Nomination committee and shall co-ordinate the officer election process. The Vice President shall oversee the planning, preparation and arrangements for all social events of the chapter. The vice-president shall serve as a member of the Board of Directors and the Executive Committee. The vice-president serves as the chair of the Strategic Planning Committee. The Board of Directors may amend duties.
(c) The Secretary shall be responsible for calling all meetings as directed by the Bylaws or the Board of Directors. Shall record minutes for all called meetings of the Board of Directors, Executive Committee and all membership meetings, including regular monthly meetings, business meetings, annual meetings, specially called and electronic. Prepare resolutions, meeting notices, accurately record votes and oversee communications to the membership regarding any other pertinent issues. The secretary shall ensure that accurate information maintained to facilitate all communications to the membership, visitors, sponsors and other payroll contacts. The secretary no less than once per calendar quarter with the updated information shall distribute a membership directory. Invoicing of the membership dues one month prior to the member anniversaries shall be facilitated by the secretary. The secretary shall serve as a member of the Board of Directors and the Executive Committee. The Secretary shall be responsible for training and development to enable a smooth transition of duties to the secretary-elect. The Board of Directors may amend duties.
(d) The Secretary-elect shall be responsible for assisting the Secretary with all duties, as assigned by the Secretary. The Secretary-elect shall be active in one or more committees of the chapter. The Secretary-elect shall be responsible for name badges at each Chapter function. The secretary elect shall be responsible for obtaining door prizes for regularly scheduled chapter membership meetings, or other meetings as requested by the president. The Secretary may assign duties as necessary for the duration of her/his term. The Board of Directors may amend duties.
(e) The Treasurer shall be responsible for collecting dues, other receivables, paying bills, maintain accurate financial records, and report financial status and budget variance at each business meeting and at the annual business meeting. The treasurer shall chair Finance and Budget Committee in preparation of annual budget, the annual audit. The Treasurer shall be responsible for all financial record keeping of the chapter. The Treasurer shall be responsible for developing and maintaining finance procedures for the Chapter. The Treasurer shall be responsible for accurate completion of annual tax returns and present to the Board of Directors by March 15 of the end of the fiscal year (calendar year). The treasurer shall serve as a member of the Board of Directors and the Executive Committee. The Treasurer shall be responsible for training and development to enable a smooth transition of duties to the Treasurer elect. The Board of Directors may amend duties.
(f) The Treasurer-elect shall be responsible for assisting the Treasurer with all duties, as assigned by the Treasurer. The Treasurer-elect shall be an ex officio member of the Budget and Finance Committee. The Treasurer may assign duties as necessary for the duration of her/his term. The Board of Directors may amend duties.
(g) The Chapter Coordinator shall coordinate the business of the Greater Kansas City Chapter with the National APA and be responsible for submission of news articles and chapter reports. Notify national APA Chapter Relations of new officer inductees by November each year and report officer appointment throughout the year as necessary. The Chapter Coordinator shall be responsible for securing a site for the monthly meetings, business and annual meetings or other meetings as called by the Secretary on order of the Bylaws, Executive Committee or the Board of Directors. These includes, but is not limited to, ensuring all audio visual equipment is available and ready for use and ensure proper placement and display of all required banners. The chapter coordinator shall serve as a member of the Board of Directors and the Executive Committee. The Chapter Coordinator shall chair the Program Committee. The Board of Directors may amend duties.
(h) The Government Liaison shall be the Chapter’s representative for governmental affairs deemed necessary by the National APA. They shall represent the chapter to federal, state and local government agencies. Keep a listing of past and potential speakers for review of the Executive Committee, Board of Directors and Speaker/Education committee as requested. The government liaison shall serve as a member of the Board of Directors and the Executive Committee. The Government Liaison shall chair the standing Speaker/Education committee of the Chapter. The Board of Directors may amend duties.

Section 10.5 Meetings: The officers shall meet as deemed necessary upon the call of the President or a quorum of the Executive Committee or Board of Directors at such times and places as he/she/they may designate. Officer meetings shall be open to all active membership.

Section 10.6 Meetings of the Officers of the chapter shall be conducted in accordance with Robert’s Rules of Order, except where superseded by other Articles.

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Article XI. Committees

Section 11.01 The following are standing committees:

(a) Speaker/Education Committee – Responsible for developing and implementing plan to obtain speakers for regular meetings. Responsible for overseeing the CPP/FPC study groups.
(b) Program Committee – Responsible for organizing, arranging and implementing a plan for each meeting.
(c) Membership Committee – Responsible for building and maintaining the Chapter membership. They will coordinate the Chapter’s membership campaign to fulfill the Chapter’s goal of new members for the year. Responsible for the membership directory publication.
(d) Finance and Budget Committee – Develop annual budget, oversee audit and present to Board of Directors annually by November.
(e) Chapter Awards Committee – Coordinate, develop and implement award recognition for chapter members. This includes, but not limited to: Payroll Person of the Year, Sponsor of the Year, and service recognition awards.
(f) National Payroll Week Committee – Plan, organizes and implements NPW celebration each year.
(g) Nominating Committee – Coordinate, organize and execute plans for Chapter Officer and Board nominations.
(h) Sponsorship Committee – Responsible for obtaining operating funds and/or sponsorship of the chapters activities.
(i) Conference Committee – Responsible for the organization, planning and execution of an annual conference or workshop. This committee should work in conjunction with other committees to make it a success.
(j) Auditing Committee – This Committee is responsible for performing the audit functions related to the Chapter’s financial activities.
(k) Bylaws Committee – Responsible for meeting annually to review the current Bylaws and make recommendations to the Board of Directors. Any recommendation shall be presented to the Board of Directors.
(l) Communications Committee – Responsible for communication of upcoming events, changes and news of the organization.
(m) National Awards Committee – Responsible for organizing and submitting entries to National APA for all awards and competitions. These include, but are not limited to: Chapter of the Year, Website of the Year, and National Payroll Week Contests.
(n) Strategic Planning Committee – Responsible for the coordination and preparation of the Chapter’s strategic plan.
(o) Chapter Compliance Committee – Responsible for monitoring and verifying the chapter’s compliance with Federal, State and local statute, as well as the Chapter Affiliation Agreement with APA National. The Committee is responsible for completing the Yearly Plan required by National APA. Continued renewal of Chapter Affiliation agreement with APA is the major objective of this committee.
(p) Website and technology committee – The first responsibility of the committee is for maintaining, upgrading and developing the official chapter web-site. Updating information on the web site as requested by committee chairs, officers, the Executive Committee and the Board of Directors is the first priority. The committee shall recommend to the president and Executive Committee changes in technology that may assist with the management of the chapter’s affairs. The committee chair shall be an officio member of the National Awards Committee, and chair or co-chair the sub-committee for the Chapter web site award. Chair of the committee, the webmaster, shall be appointed by action of the Board or by the appointment of the president.
(q) Historical records committee - Responsible for maintaining a written, photo and archival history of the chapter. In addition, permanently safeguard and maintain those records. The committee chair shall be an ex officio member of the National Awards Committee. Chair of the committee, the historian, shall be appointed by action of the Board or by the appointment of the president.
(r)Other committees as deemed necessary by the action of the Board or by the appointment of the president.


Section 11.02 The president shall be an ex-officio member of all committees.

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Article XII. Parliamentary Authority

The parliamentary authority shall be Robert’s Rules of Order, Second Edition.

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Article XIII. AMENDMENTS

Section 13.01 A vote to amend these Bylaws may be called by the Board of Directors. The Board may request such a vote after reviewing the recommendation of the Bylaws Committee. The amendment shall be passed upon obtaining a two thirds vote of attending eligible members at any officially called meeting of the chapter.

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Article XIV. Contracts, Checks, Deposits and Funds

Section 14.01 Contracts: The Board of Directors may authorize any officer or officers, agents or agents 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.

Section 14.02 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 Association shall be signed by such officer or officers, agent or agents of the Association and in such a manner as shall from time to time be determined by the 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 and/or Treasurer Elect and countersigned by the President or Vice President of the Association. The President or Vice President must authorize any checks issued directly to the Treasurer.

Section 14.03 Budget: A budget shall be compiled and submitted by the Treasurer and the Finance and Budget Committee to the Board of Directors no later than October 15th of each calendar year. After the Board has approved the Treasurer’s recommendations, the Budget for the upcoming year shall be presented to the membership at the November meeting. The Board of Directors has authority to modify the budget based upon recommendation of the appropriate committee(s) and the Executive Committee.

Section 14.04 Deposits: 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 annual business meeting and be made a part of the minutes of this Association.

Section 14.05 Gifts: The Board of Directors may accept on behalf of the Association any contributions, gift, bequest or devise for the general purpose or for any special purpose of the Association.

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Article XV. Code of Ethics

Section 15.01 This Association adopts the Code of Ethics as defined by the American Payroll Association.

(a) 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.
(b) To strive for perfect compliance, accuracy and timeliness of all payroll activities.
(c) To keep abreast of the state of the payroll art with regard to developments in payroll technologies.
(d) To be current with legislative developments and actions on the part of regulatory bodies, insofar as they affect payroll.
(e) To maintain the absolute confidentiality of the payroll within the procedures of the employer.
(f) To refrain from using Association activities for one’s personal self-interest or financial gain.
(g) To take as one’s commitment the enhancement of one’s professional abilities through the resources of the American Payroll Association.
(h) To support one’s fellow Payroll Professionals, both within and outside one’s organization.

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Article XVI. Management


Section 16.01 The duly elected Chapter Officers and Directors shall manage the affairs of the Greater Kansas City Chapter of the American Payroll Association. The powers and duties of the Officers and the Board of Directors are defined in the Bylaws.

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Article XVII. Dissolution
Section 17.01 The Chapter shall use its funds only to accomplish the objectives and purposes specified in the Bylaws, and no part of said funds shall inure, or be distributed, to the members of the Chapter. On the dissolution of the Greater Kansas City Chapter of the American Payroll Association any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational or philanthropic organizations of the Greater Kansas City Region to be selected by the Board of Directors.

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Approved and ratified by vote of the Chapter, August 13, 2003.
Chapter president, Casey Knasel CPP
; Vice-president, Linda Zastrow CPP;

Revised and ratified by vote of the Chapter, October11, 2007
Chapter president, Ed Wasserman, CPA; Vice-president Scott Timberman, CPP

 






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