PPAGS Bylaws - Article VI. Governing Structure
Article VI. Governing Structure
Definition: The governing structure of the Association shall consist of the Board of Directors, the Executive Committee, and the PPAGS Committee. It shall be their aggregate responsibility to establish policy, make decisions, and implement actions consistent with the philosophy and objectives of the Association and those of PPA.
The Executive Committee, Board, and PPAGS Committee shall serve as such without compensation, fee, or like remuneration, but may be reimbursed for reasonable expenses incurred in the performance of their duties.
1. Board of Directors
1.1 Composition: There shall be a Board of Directors that shall consist solely of persons elected by the PPAGS membership, to be constituted of the Chair, Chair-Elect, Past Chair, Member at Large-Communications Focus, Member at Large-Diversity Focus, Member at Large-Programming Focus, and the State Advocacy Coordinator (SAC). In addition, a PPA Board of Directors member appointed by the PPA President shall be a member of the Board of Directors.
The Chair of the Association shall be the chair of the Board of Directors.
1.2 Responsibilities: The Board of Directors shall be the legislative body of the Association and shall have full power and authority over the affairs and funds of the Association within the limits of these bylaws, the general objectives of the Association, and the PPA bylaws.
1.3 Meeting Schedule: Meetings of the Board of Directors shall be held as the board decides and on the call of the Chair, or on the request of one-half of the members of the Board of Directors.
1.4 The Member at Large-Communication Focus, shall maintain oversight of the records of the Association and central governance meetings.
1.5 The Past-Chair, in collaboration with the other members of the Executive Committee, shall maintain oversight of the financial transactions of the Association. The Past-Chair shall ensure that a full record is kept of all money received and all money disbursed and shall report thereon annually to the membership of the Association and shall arrange at all reasonable times for exhibit of the books of accounts to any member of the Association.
2.1 Composition: The Executive Committee shall consist of the Chair, Chair-Elect, and Past-Chair.
The Chair shall preside over the Executive Committee.
2.2 Responsibilities: The Executive Committee shall oversee the activities and directions of the Board and PPAGS Committee and shall act on the Board and the PPAGS Committee’s behalf as appropriate between meetings.
2.3 Meeting Schedule: Meetings of the Executive Committee shall be as frequent as necessary to carry out its responsibilities.
3.1 Composition: The PPAGS Committee shall consist of all members of the Board of Directors and all chairs of established committees
3.2 With a two-thirds vote of the Board of Directors, persons not eligible for PPAGS membership may be added as consultants to the PPAGS Committee. Such consultants shall not be considered to be members of the Association in this or any other section of these bylaws.
3.3 A member of the PPAGS Committee may be removed from office for cause by a two-thirds vote of the full Board of Directors.
3.4 A member of the PPAGS Committee, the Board of Directors, or the Executive Committee (collectively or separately the “Governing Body”) shall stand in a fiduciary relation to the Association and to PPA and shall perform his/her duties as a member of the Governing Body, including his/her duties as a member of any committee of the Governing Body upon the best interests of the Association and PPA, and such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his/her duties, a member of the Governing Body shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and financial data, in each case prepared or presented by any of the following: (a) one or more officers or employees of the Association or of PPA whom the member of the Governing Body reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants, or other persons as to matters that the member of the Governing Body reasonably believes to be within the professional or expert competence of such persons; and (c) a committee of the Governing Body or PPA upon which he/she does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the member of the Governing Body reasonably believes to merit confidence. A member of the Governing Body shall not be considered to be acting in good faith if he/she has knowledge concerning the matter in question that would cause his/her reliance to be unwarranted.
3.5 In discharging the duties of their respective positions, the Governing Body, committees of the Governing Body, and individual members of the Governing Body may, in considering the best interests of the Association and PPA, consider effects of any action upon employees, upon members of the Association and PPA, and upon communities in which offices or other establishments of the Association or PPA are located, and all other pertinent factors. The consideration of these factors shall not constitute a violation of Section 5.3 of this Article VI.
3.6 Absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a member of the Governing Body or any failure to take any action shall be presumed to be in the best interests of the Association and PPA.
3.7 A member of the Governing Body shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless: (a) the member of the Governing Body has breached or failed to perform the duties of his/her office under Sections 5.3 through 5.5 of this Article VI; and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
3.8 The provisions of Section 5.6 of this Article VI shall not apply to: (a) the responsibility or liability of a member of the Governing Body pursuant to any criminal statute; or (b) the liability of a member of the Governing Body for the payment of taxes pursuant to local, state or federal law.
3.9 The limitation of liability of members of the Governing Body provided by this Article VI is not exclusive and does not limit or waive any limitation of liability or any immunity existing under any applicable law.
3.10 Notwithstanding any other provisions of the bylaws, the approval of voting members shall be required to amend, alter, change, repeal or adopt any provisions as a part of the bylaws that is inconsistent with the purpose or intent of Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, or 5.9 of this Article VI.
4.1 A majority of current members of the Board shall constitute a quorum. Every question which properly comes before the Board may be decided by a simple majority of those present and voting, including the presiding officer, unless otherwise specified in these bylaws. If there is an equality of votes on a question, that question shall be deemed to have been decided in the negative
4.2 Voting rights of PPAGS Committee members are reserved to those persons elected to office according to these bylaws except as indicated in Section 6.3 of this article. Chairs of established PPAGS Committees may join in discussion only.
4.3 A substitute for a member of the PPAGS Committee may attend meetings of the PPAGS Committee at the request of the committee member upon prior notification to the Chair. On issues directly concerning the responsibilities of an elected office represented by the substitute, that person may introduce motions and vote for the unit. On other issues before the Board of Directors, the substitute may join in discussion only.
4.4 There shall be no substitutes permitted for Executive Committee members except as otherwise specifically provided in the bylaws.
4.5 Except where provided by the bylaws no person may occupy concurrently more than one elected or appointed seat in the governing structure. Regardless of exceptions, however, a one-person, one-vote rule shall apply. There shall be no votes cast by proxy.
4.6 The proceedings of every meeting of the Board shall be recorded, and when the draft written record of the meeting is subsequently approved by the Board, is prima facie proof of the truth of the contents of every such record.
4.7 A copy of the minutes of every Board Meeting shall be forwarded to the PPA Board of Directors.