Bylaws

Article I

Name and Purposes

I.1           The name of the organization shall be the Pittsburgh Society of Association Executives.

I.2           The acronym of the organization shall be PSAE.

I.3           The purposes of PSAE are: (a) to provide opportunity for the exchange of experiences and information through discussion study and publications; (b) to develop and encourage the practice of high standards of personal and professional conduct among executives serving trade, technical, business, professional, and philanthropic associations; (c) to hold meetings and conferences for the mutual improvement of education of members; (d) to acquire, preserve, and disseminate information relative to the functions, activities, projects, and accomplishments of associations; (e) to broaden and increase public understanding of the importance of associations in the local and national economy; and (f) to promote the purpose and effectiveness of associations and to demonstrate that their aims are in the public interest.

Article II

Membership Categories and Dues

II.1          PSAE will be composed of the following categories of membership: Association Members, Affiliate Members, and Honorary Members.

II.2          Association Members shall be the chief association executives and staff specialists of trade, technical, business, professional, and philanthropic associations.

II.3          Affiliate Members shall be representatives of organizations supplying goods or services to the Association Members. Such members shall have all the privileges of the association including membership on appointed committees, but shall not be entitled to vote or to serve as President, President-Elect Secretary/Treasurer.

II.4          Honorary Members shall be those persons who have rendered outstanding personal service on behalf of the association. Such honorary members shall be elected by the Board of Directors and shall not be required to pay dues.

II.5          Membership in PSAE shall be on an individual basis.

II.6          The Board of Directors may suspend membership (including voting privileges and all rights and services) to any member whose dues are not paid by September 30.

II.7          Membership may be terminated for causes as determined by the Board of Directors. In such cases, the member will be so advised and given the opportunity to reply.

II.8          The members of PSAE shall pay annual dues as may be established by the Board of Directors, subject to approval by two-thirds of the voting members present at any regular meeting.

Article III

Officers and Board of Directors

III.1        The Officers of PSAE shall be a President, President-Elect, and Secretary/Treasurer.

III.2        The Board of Directors shall consist of the Immediate Past-President, the current Officers, one Affiliate member and six additional members-at-large, to be elected by the voting members as hereinafter provided.

III.3        The President, President-Elect, and Secretary/Treasurer shall be elected at the annual meeting of PSAE consistent with the expiration of their terms. The terms of the President and the President-Elect shall be one year and the term of the Secretary/Treasurer shall be two. They shall assume their duties on July 1^st of the ensuing year. A member of PSAE who has been President for two consecutive terms shall not be eligible to serve again for a period of two years.

III.4        At the annual meeting, three member-at-large Directors shall be elected for a term of two years, and one Affiliate member Director shall be elected for a term of one year. The remaining three Directors’ terms shall expire at the next annual meeting. Exceptions to this rotation may be recommended by the nominating committee and approved by the Board of Directors.

III.5        The Immediate Past-President of PSAE shall serve as a member of the Board of Directors for a term of one year following the conclusion of a term as President, and shall serve for an additional year if the successor as President shall have been re-elected to succeed as President for a second consecutive term.

III.6        A member of PSAE who has served two successive terms as a member of the Board of Directors shall not be eligible for re-election as a member of the Board for one year. This provision shall not prohibit the election of a member of the Board of Directors as an Officer nor shall it apply to the Immediate Past-President of PSAE who shall serve as a member of the Board of Directors as provided by these bylaws.

III.7        During intervals between its meetings, PSAE shall be governed by the Board of Directors.

Article IV

Nomination and Election Procedure

IV.1        At the first meeting of PSAE each year, or at the President’s discretion at any time prior thereto, the President shall appoint a nominating committee of not less than three voting members of PSAE which shall be confirmed by the Board of Directors. The chairperson of the committee shall be the Immediate Past-President of PSAE. Other members of the committee shall be Association members of PSAE who are neither Officers nor members of its Board of Directors. This committee shall make and report to PSAE at the June annual meeting the nominees for President, President-Elect, Secretary/Treasurer, and any vacancies to the Board of Directors as above provided.

IV.2        Other nominations for PSA officers will be accepted from the floor at the annual meeting, with prior consent of said nominees.

IV.3        All elections shall be by voice ballot unless otherwise ordered by resolution duly adopted by PSAE at the annual meeting at which the election is held.

Article V

Powers and Duties of Officers

V.1         The President shall preside at all meetings of PSAE and of the Board of Directors. The President shall formulate and present at each annual meeting of PSAE a report on the work of PSAE for the preceding year. The President shall perform such acts as usually pertain to such office. The President shall appoint all committee chairpersons and members in consultation with committee chairpersons.

V.2         Upon the death, resignation, or inability for any reason of the President to act, the President-Elect shall perform the duties of the President for the remainder of the President’s term, except in the case of a President’s temporary physical disability, in which case the President-Elect shall serve only as such disability continues.

V.3         The Secretary/Treasurer shall be responsible for all collections, disbursements, tax return filings, and financial record keeping of PSAE and shall report on the financial condition of PSAE as directed by the Board of Directors. The Secretary/Treasurer shall keep appropriate records of all dues collected from PSAE members and all expenses of PSAE, shall at each meeting make a report of the financial status of PSAE to the membership, and, from time to time, perform any corporate duties required for a corporate Secretary.

Article VI

Powers and Duties of the Board of Directors

VI.1        The Board of Directors shall be responsible for general supervision and control of the affairs of PSAE, subject to these bylaws. The Board of Directors shall authorize all commitments or contracts, which shall entail payment of money, and shall authorize expenditure of all PSAE dues and all monies appropriated for the use of PSAE. The Board of Directors shall not authorize commitments or contracts, which shall entail a payment of more money than the amount available in the treasury of PSAE during the fiscal year.

VI.2        The Board of Directors may delegate to the President or to other Officers such powers or duties as it shall see fit, subject always to the limitations of those bylaws.

VI.3        Vacancies on the Board of Directors or in any office of PSAE may be filled by the remaining members of the Board of Directors. Officers of the Board of Directors so elected shall serve until the next annual meeting.

VI.4        The Board of Directors shall have the power to create, abolish, enjoin, or consolidate committees. It shall appropriately notify every member of any such committee and the general membership of PSAE with regard to any such action.

VI.5        Six voting members of the Board of Directors shall constitute a quorum.

Article VII

Meetings

VII.1       Meetings of PSAE shall be held at least quarterly at a time and place fixed by the President or the Board of Directors.

VII.2       The Annual Meeting of the Society shall be held immediately prior to or immediately after the beginning of the fiscal year at a time and place to be designated by the President.

VII.3       Actions of PSAE shall be by a simple majority vote of the members present and qualified to vote.

VII.4       Ten percent of the members who are entitled to vote shall constitute a quorum.

Article VIII

Miscellaneous Provisions

VIII.1     The PSAE fiscal year shall be July 1^st to June 30^th.

VIII.2     A summary of all bills incurred by PSAE shall be submitted to the President for approval prior to payment by the Secretary/Treasurer.

VIII.3     No salary or compensation shall be paid to any officer or member of PSAE provided that when authorized by the President, reimbursement shall be made to officers and members of PSAE for reasonable out-of-pocket expenditures.

VIII.4     The president of PSAE may, and shall upon written request of three members, submit to each of the members of PSAE, in writing, any proposition upon which PSAE may be authorized to act, and PSAE may vote such proposition or propositions by communicating their signed vote thereon to the Society Administrator, who shall record upon the minutes the proposition so submitted, and the vote of each member of PSAE thereon, and shall file these with the permanent files of PSAE.

Article IX

Limited Liability of Directors: Indemnification

IX.1        To the fullest extent that the laws of the Commonwealth of Pennsylvania permit elimination or limitation of the liability of Directors and Officers, no Director or Officer of PSAE shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as Director or Officer.

IX.2        Each Director and Officer of PSAE and each other person denominated by the President a so entitled, shall be entitled as of right to such indemnification by PSAE and to such rights and privileges related thereto as may from time to time be provided in the Articles of Association Bylaws of PSAE.

Section X

Amendments

X.1          These bylaws may be amended by mail ballot or at any meeting of PSAE by two-thirds of the Association Members voting or present. Proposed amendments shall first have been approved by the Board of Directors, and mailed to all voting members at least fifteen (15) days prior to the date on which such vote is taken.

Section XI

Dissolution

XI.1        In the event of dissolution of PSAE, the net assets remaining after payment of all debts, shall be distributed to one or more regularly organized and qualified charitable, educational scientific or philanthropic organizations, or to such one or more organizations as, in the opinion of the Association’s Board of Directors, possesses objectives similar to those of PSAE.