Text of the 2019 Amendments

 

Bylaws Amendment

The Governing Board of the PSA proposes that Article III of the PSA Bylaws be amended to add a separate position of Secretary of the Association. Currently, the Executive Director also serves as Secretary. The PSA membership voted to add a separate Treasurer position in the 2018 PSA Election, and the Governing Board believes that the Association would be better served by also having a separate Secretary position to ensure that accurate records of the association are kept. The Governing Board proposes that the Secretary, like the Executive Director and Treasurer, will be appointed by the Governing Board, will serve a four year, renewable term, and will serve as an ex officio, non­voting member of the Governing Board. (Changes are noted in bold and underlined; deletions are also noted with strikethrough.):

Proposed Amendment:

ARTICLE III. Officers and Governing Board

Section 1

The Association shall elect a President. The individual elected shall be designated the President­elect and serve as Vice­President 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 President­elect 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 President­elect, the most recent past President, eight other persons elected by the full and retired members of the Association, the Executive Director, who shall serve as an ex officio, non­voting member of the Governing Board, the Secretary, who shall serve as an ex officio, non­voting member of the Governing Board, and the Treasurer, who shall serve as an ex officio, non­voting member of the Governing Board. The terms of office of the elected members of the Governing Board, excluding the President, President­Elect, 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 the Chief Executive Secretary 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 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 four­year 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 four­year 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 7

The Governing Board shall appoint a Secretary who shall keep or cause to be kept all required records of the Association, including accurate records of the acts and proceedings of all meetings of the Governing Board. The Secretary shall give, or cause to be given, all required notices, and shall perform such other duties as may be assigned by the Governing Board. The Secretary shall be appointed for a four­year term, but serves at the pleasure of the Governing Board. There shall be no limit on the number of terms the Secretary may serve.

Section 8 7

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