Text of the 2018 Amendments

 

Bylaws Amendment 1

The Governing Board of the PSA proposes that Article III of the PSA Bylaws be amended as follows to create a separate treasurer position. Currently the Executive Director acts as treasurer, but the Governing Board believes that the Association would be better served by having a separate treasurer position to serve as the financial officer of the Association. The Governing Board proposes that the Treasurer, like the Executive Director, will be appointed by the Governing Board, will serve a four year, renewable term, and will serve as an ex officio, non-voting member of the Governing Board.

(Changes are noted in bold and underlined; deletions are also noted with strikethrough.):

ARTICLE III. Officers and Governing Board

Section 1


The Association shall elect a President. The individual elected shall be designated the President-elect and serve as Vice-President of the corporation for two years and then shall serve a two year term as President of the corporation. No individual shall serve more than one term as President. In the event that a President cannot serve out the full term, the President-elect shall assume the office immediately. Terms shall begin on January 1 and expire on December 31.

Section 2

There shall be a Governing Board consisting of the President, the President-elect, the most recent past President, eight other persons elected by the full and retired members of the Association, and the Executive Director, who shall serve as an ex officio, non-voting member of the Governing Board, and the Treasurer, who shall serve as an ex officio, non-voting member of the Governing Board. The terms of office of the elected members of the Governing Board, excluding the President, President-Elect, and most recent past president, shall be four years each, so staggered that the terms of two of these members shall expire each year. There shall be no limit on the number of terms an individual may serve on the Governing Board, but an individual (excluding the Executive Director and the Treasurer) may not serve two consecutive terms. Terms shall begin on January 1 and expire on December 31.

Section 3

The function of the Governing Board shall be to formulate and give effect to the major policies of the Association. A proposal before the Governing Board shall be considered adopted if approved by a majority of the Governing Board. A referendum of any action of the Governing Board shall be held at the time of the annual election if a demand for it is filed with the Executive Director by fifteen full members before April 1. The Governing Board shall be overruled only by an absolute majority of the full members.

Section 4

Authority for the receipt and disbursement of funds shall rest in the Governing Board. The Executive Director is authorized to receive and disburse funds under the direction of the Governing Board.

Section 5

The Governing Board shall appoint an Executive Director, who shall serve as Secretary, Treasurer, and Managing Officer of the corporation, to supervise the business affairs of the Association. The Executive Director shall maintain the central office of the Association, shall make annual financial reports to the Governing Board, shall oversee elections, oversee preparations for the biennial meeting, and oversee communications with the membership and allied organizations. The Executive Director shall be appointed for a four-year term, but serves at the pleasure of the Governing Board. There shall be no limit on the number of terms the Executive Director may serve.

Section 6

The Governing Board shall appoint a Treasurer. The Treasurer shall serve as the financial officer of the Association, with responsibility for oversight of revenues and expenditures and reporting on the financial affairs of the Association to the Governing Board. The Treasurer shall keep or cause to be kept complete and accurate accounting records as may be required by law and the Governing Board.  The Treasurer shall also be responsible for oversight of investment management and tax preparation activities, and shall perform such other duties as may be assigned by the Governing Board. The Treasurer shall be appointed for a four-year term, but serves at the pleasure of the Governing Board. There shall be no limit on the number of terms the Treasurer may serve.

Section 6 7

Vacancies in elective positions may be filled by appointment of the Governing Board.

Bylaws Amendment 2

On the advice of the Association’s Lawyers, the Governing Board of the PSA proposes that the following article be added to the PSA Bylaws. If this amendment is passed, the current Article VII will become Article VIII:

(Changes are noted in bold and underlined; deletions are also noted with strikethrough.):

ARTICLE VII. Indemnification

The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the Association against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Association; and further provided that any compromise or settlement payment shall be approved by a majority vote of members of the Governing Board who are not at that time parties to the proceeding.


ARTICLE VII VIII. Dissolution of the Association

Section 1

Upon the dissolution of the Association, the Governing Board shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section501(c)3 of the Internal Revenue Code of 1954 or corresponding provisions of any future United States Internal Revenue law as the Governing Board shall determine.