Adopted: November 1985
Last amended: August 2006
THESE BYLAWS HAVE BEEN REPLACED.
THE CURRENT VERSION IS HERE.ARTICLE I
Board of Directors
1. Number of Directors. The Corporation shall be
governed by the Board of Directors (Board). The Board shall
consist of nine Directors. The nine Directors shall consist of
seven Directors elected by the members as herein provided and
the President and Vice-President/President-Elect who shall
serve as ex-officio Directors.
2. Election. The seven Directors to be elected by
the membership shall be separated into two classes. The
first class shall consist of three Directors who shall be
elected in years ending in odd digits beginning in 2007 to
take office for such term as herein provided. The second
class shall consist of four Directors who shall be elected
in years ending in even digits beginning in 2006 to take office for
such terms as herein provided. The elections shall be carried
out as provided in Article IV, herein.
3. Vacancies. In the event a vacancy(s) occurs on the
Board for any reason, a Full Member(s) shall be elected by a
majority vote of the remaining Directors, whether or not the
remaining Directors constitute a quorum, to fill such
vacancy(s) for the remainder of the unexpired term(s).
4. Dates of Tenure. Tenure of office for the
Directors shall be from the end of the annual general meeting
of the Corporation until and including the following year's
annual general meeting. The calendar year shall be the fiscal
year of the Parapsychological Association, Inc.
5. Terms. The Directors elected by the membership as
provided in Sections 1 and 2 above shall serve terms of two
years.
6. Consecutive Terms. No person shall serve on the
Board for more than three consecutive terms, these terms
including any term served because of election as
Vice-President/President-Elect and serving as President. If,
however, a person is elected as Vice-President/President-Elect
and will serve that office during the second year of an
independently elected Board term, because of his additional
(mandatory) year on Board as President, he or she may serve on
the Board (if elected to the Board for three terms without a
lapse of service thereon) a total of seven consecutive years
(six, because of election to the Board as such and an
additional year as President). Service as President does not,
however, confer the right to seven consecutive years on the
Board unless the service as Vice-President/President-Elect was
during the second year of a normal Board term. A person shall
not be eligible for nomination as
Vice-President/President-Elect if it would mean that election
to that office would cause service on the Board for a
consecutive period of more than seven years.
7. Meetings. The Board shall have regular meetings at
such time and at such places as it shall by resolution
determine. Special meetings may be called by the President or
by a majority of the members of the Board.
8. Quorum. Six of the nine Directors shall constitute
a quorum for the transaction of business.
9. Voting. A quorum being present, decisions shall
(with exceptions noted herein) be carried by an affirmative
vote of five or more.
10. Informal Action. Action taken by the Board
without a meeting is nevertheless Board action if written
consent to the action in question is signed by all the
Directors and filed with minutes of the proceedings of the
board, whether done before or after the action so taken.
11. Records. Outgoing Directors are responsible for
turning over to their successors all records, money, and other
items associated with their office which are the property of
the Corporation in proper condition and within a week of the
termination of their office.
12. Removal. A member of the Board may be removed
from office if he fails to fulfill his delegated duties. After
a Director so charged has had opportunity to be heard, a
unanimous vote by all the Directors, except the Director
charged, shall be necessary to remove the Director.
ARTICLE II
Officers
1. President. The President shall serve as the
general executive officer of the Corporation and Chairman of
the Board. He shall perform such other duties as may be
prescribed by the Articles of Incorporation and by-laws and as
may properly be required of him by vote of the Board.
2. Vice-President/President-Elect. The
Vice-President/President-Elect shall serve as the President in
the absence of the latter. In the event that the President
shall not serve out his full term for any reason, the
Vice-President/President-Elect shall succeed to the unexpired
remainder thereof. The Vice-President/President-Elect shall
serve as Chairman of the Election and Membership Committees.
Upon termination of the President's term of office, the
Vice-President/President-Elect shall become President to serve
such term as herein provided for President.
3. Secretary. The Secretary shall have the following
duties: to keep a register of the names and addresses of all
members; to make and to keep the records of all meetings of
the Corporation and of the Board in due form; to deposit
relevant records with the registered agent of the Corporation;
to bring to the attention of the Board such matters as are
required by the Articles of Incorporation and By-Laws or may
be requested by any member of the Board; to conduct the
official correspondence of the Corporation and to issue
notices of meetings; to insure that motions passed by the
Board are implemented by those authorized to do so; to prepare
and present to the Corporation by the thirty-first of December
a written account of the activities of the Corporation during
the preceding year and, in the event of an annual meeting,
there to present an oral or written account of the activities
of the Corporation since the preceding meeting. In the absence
of the Secretary, the President shall appoint an Assistant
Secretary.
4. Treasurer. The Treasurer shall have the following
duties: to have charge of the financial accounts of the
Corporation and to keep a complete record of all money
received and all money paid out; to sign or authorize
signature of such checks or other drafts upon the
funds of the Corporation as may be necessary; and to collect
dues and other debts on behalf of the Corporation. The
Treasurer shall prepare and submit to the Board a report on
the last day of December of each year; there is no requirement
for more frequent reporting, except as may be requested by the
Board. He shall, at all reasonable times, exhibit his books
and accounts to any member of the Corporation.
5. Election and Appointment of Officers. The
Vice-President/President-Elect shall succeed to the office of
President upon the termination of the President's term of
office. The Vice-President/President-Elect shall be elected
annually by the members beginning in 1986. Each year the
Secretary and the Treasurer shall be appointed by the new
President from among the remaining members of the Board.
6. Terms. The President's term of office, except for
the initial President, shall be one year. The initial
President (named in the Articles of Incorporation) shall serve
until December 31, 1985. If any person, while President or
Vice-President/President-Elect, is elected as a Director, such
terms shall run simultaneously and shall not work so as to
extend any term herein provided. The terms of office of all
other officers (not including Directors) shall be one year,
unless otherwise specified herein or in such resolution
creating such office. In no case shall any term be more than
three years.
7. Officers, Consecutive Terms. No Director shall
hold an office (i.e., Secretary or Treasurer) for more than
two consecutive one-year terms.
8. Officers, Vacancies. In the event that an
appointed officer shall not serve out his or her full term for
any reason, the President shall appoint one of the other
Directors to fill the vacancy.
9. Miscellaneous. The President and Secretary may not
hold any other office (not including Director) while serving
such terms.
10. Executive Secretary. The Board of Directors may
from time to time appoint an Executive Secretary who shall
serve as general manager of the Corporation at the pleasure of
the Board.
ARTICLE III
Committees
1. Election. The Election Committee shall consist of
the Vice-President/President-Elect (as Chairman) and two Full
Members appointed by the Chairman. The two Full Members shall
not be Directors or candidates for Director. Under special
circumstances, the Chairman may appoint one or two Associate
Members or non-PA members to the Committee, with the approval
of the Board. The duties of the Election Committee shall be as
prescribed in Articles IV and V of these by-laws.
2. Membership. The Membership Committee shall be made
up of all the Directors. The duties of the Membership
Committee shall be as prescribed in Article V.
3. Special Committees. The power to create special
committees and appoint their members rests with the Board.
4. Quorum. A majority of the members of a committee
shall constitute a quorum for doing business.
5. Voting. A quorum being present, a majority shall
carry a vote in any of the committees of the Corporation.
ARTICLE IV
Nominations and Elections
1. Availability. Any Full Member not willing or able
to stand for nomination to the Board and/or as
Vice-President/President-Elect for the next election must give
notification of that fact in writing to the Chairman of the
Election Committee by January 1st. Full Members, who will make
nominations for the upcoming election, will be informed
regarding the unavailable persons in the mailing which
includes the nominations ballot.
2. Nomination Call. On or before March 1st, the
Election Committee shall issue a call by mail to all Full
Members inviting them to nominate candidates for the Board
from Members of the Corporation. Attached to the call for
nominations shall be a list of Full Members and of the
Directors and Officers for the current and upcoming years,
with an indication of those officers whose terms of office are
expiring and of those Full Members who have indicated a desire
not to serve on the Board and/or as
Vice-President/President-Elect. The Election Committee shall
close the nominations five weeks after the mailing of the call
and shall tabulate the results. The persons receiving the
highest number of votes shall be immediately notified by the
Chairman of the Election Committee and, upon their acceptance,
their names shall be placed on the official ballot. Tie votes
shall be decided by drawing lots. If any nominee declines to
stand for office, the name of the person with the equally high
or next highest number of nominations shall be substituted.
3. Ballots. No later than one month after closing the
nominating ballot, the Election Committee shall mail a copy of
the final ballot to all Full Members and Associate Members.
4. Closing. Eight weeks after mailing the final
ballot the election shall be closed, and the Election
Committee shall make a count of the votes.
5. Listings. Full Members shall be provided separate
nomination ballots for regular Director positions and the
position of Vice-President/President-Elect. A person need not
be nominated as candidate for Director in order to have his or
her name listed (on the final ballot) as a nominee for
Vice-President/President-Elect (if thus nominated). A Full
Member may stand for nomination on both Director and
Vice-President/President-Elect nomination ballots. As a result
of nominations among Full Members, a number of Full Members
equal to twice the number of available positions having the
highest number of nomination votes for Director shall be those
whose names appear on the final ballot for Director positions
(to go to both Full Members and Associate Members). As a
result of the nominations among Full Members, the three Full
Members having the highest number of nomination votes for
Vice-President/President-Elect shall be those whose names
appear on the final ballot for Vice-President/President-Elect
(to go to both Full Members and Associate Members). In the
final election process (with voting by Full Members and
Associate Members only) there shall be separate ballots for
Director and Vice-President/President-Elect with the number of
candidates on each as listed above. Since the ballots are
independent, a person may be elected and serve as
Vice-President/President-Elect without
being elected separately as a Director. Since a person may
stand for nomination both as a Director and as
Vice-President/President-Elect, a person's name may be written
on both the Board and Vice-President/President-Elect
nomination ballots and if thus nominated for both offices will
appear on both final ballots.
6. Number. As for the Board elections, three or four
places will regularly be open, plus any special vacancies,
including that created by a serving Director being elected
Vice-President/President-Elect. Special vacancies thus created
will be filled after regular vacancies and shall be for the
remainder of the unexpired term. In the final balloting, those
three or more (depending on vacancies) who receive the largest
number of votes for the Board (excluding anyone elected as
Vice-President/President-Elect on the other ballot) will be
the elected Directors to begin their terms in the next year.
7. President-Elect. The candidate for
Vice-President/President-Elect who receives the largest number
of votes will be the Vice-President/President-Elect for the
upcoming year.
8. Ties. Tie votes in the nominations and elections
referred to in this section shall be decided by lots drawn by
a member of the Election Committee other than the
Vice-President/President-Elect.
9. Successive Terms. No Director may hold the office
of Secretary or Treasurer for more than two successive terms.
He may later be re-appointed to his office if at least one
term has intervened. (It is impossible for the President to
succeed himself since the Vice-President/President-Elect
succeeds to this office and the President cannot hold any
other office while serving his or her term. See Article II,
section 8.)
ARTICLE V
Membership Committee
1. Membership Actions. Decisions on membership
applications and membership status shall require an
affirmative vote of six members of the Membership Committee.
All applications for membership in the Association are subject
to the discretion of the Membership Committee and such
Committee may refuse or reject an application for any reason
or without cause. In deciding upon membership applications,
the Vice-President/President-Elect (as ex-officio Chairman of
the Membership Committee) shall send to each member of the
Membership Committee a separate copy of the pending
applications with all relevant documents. Each member of the
Membership Committee shall consider each application and send
his/her vote to the Membership Chairman within one month of
the date of the covering letter by which the data were
received. In such voting by mail the "affirmative vote of six"
shall prevail unless a member of the Membership Committee
calls for a face-to-face discussion. If such call is made the
application will be acted on at a meeting of the Membership
Committee convened by the Membership Chairman in accordance
with section 2 below, along with applications too recent to
circulate and respond to by mail. The membership committee
shall periodically review all applications for Affiliate or
Student Affiliate status. Granting and continuing Affiliate or
Student affiliate status shall be solely at the discretion of
the Membership Committee.
2. Face-to-face Meetings. The Chairman of the
Membership Committee shall set the date of all face-to-face
meetings called and the Secretary shall send out notices of
such meetings no later than seven days prior to such meetings.
ARTICLE VI
Membership
1. Full Member. A Full Member shall be a person: (a)
who is engaged in the advancement of parapsychology as a
science; and (b) who has prepared a paper on some aspect of
parapsychology which, in the opinion of the Membership
Committee, is of high professional caliber, and which has been
published in a scientific journal or which merits such
publication; and (c) who has a doctorate degree from a
university of recognized standing or has a professional
affiliation with a recognized academic institution or research
organization or who has been nominated by three Directors; and
(d) who has been nominated by two Full Members of the
Corporation; this requirement is fulfilled by a person who
satisfies the third alternative requirement of (c); and (e)
who has been elected by a vote of six members of the
Membership Committee; and (f) who has paid membership dues.
Full Members nominate candidates to the Board of Directors and
to the office of President-elect and have full voting rights
in elections and meetings of the corporation.
2. Associate Member. An Associate Member shall be a
person: (a) who is engaged in the advancement of
parapsychology as a science; and (b) who has graduated from a
university of recognized standing or has a professional
affiliation with a recognized academic institution or research
organization or who has been nominated by three Directors; and
(c) who has been nominated by two Full Members of the
Corporation; this requirement is fulfilled by a person who
satisfies the third alternative requirement of (b); and (d)
who has been elected by a vote of six members of the
Membership Committee; and (e) who has paid membership dues.
Associate Members have full voting rights in elections and
meetings of the corporation.
3. Affiliate. An Affiliate shall be a person: (a) who
has an interest in the scientific and scholarly advancement of
parapsychology; and (b) who is a full or regular member of a
professional organization of a scientific or scholarly nature;
and (c) who has the approval of the membership committee; and
(d) who has paid the appropriate dues. Affiliates do not have
voting rights in the corporation.
4. Student Affiliate. A Student Affiliate shall be a
person: (a) who has an interest in the scientific and
scholarly advancement of parapsychology; and (b) who is a
student at an accredited college or university working toward
a baccalaureate or more advanced degree; and (c) who has the
approval of the membership committee; and (d) who has paid the
appropriate dues. Student Affiliates do not have voting rights
in the corporation.
5. Honorary Member. An Honorary Member shall be a
person: (a) who, in the opinion of the Membership Committee,
has made outstanding contributions to the advancement of
parapsychology in areas other than scientific research; (b)
who has been nominated by three Directors; and (c) who has
been elected by a unanimous vote of the Membership Committee.
An Honorary Member shall not pay membership dues. Honorary
Members do not have voting rights in the corporation.
6. Previous Memberships. Any person who was a member
of any class of the Parapsychological Association prior to
incorporation shall become a member of the same class in the
Parapsychological Association, Inc. as of the date of
incorporation with all the rights and privileges as herein
provided.
7. Charter Members. Anyone who was a Charter Member
under the Parapsychological Association at the time of its
inception shall become a Charter Member of the
Parapsychological Association, Inc.
8. Reinstatement. If any person leaves the membership
of the Parapsychological Association, Inc. by resignation or
has not paid his or her dues within one year after the
issuance of the dues notice, the qualifications of that person
for membership shall be reexamined if a request is made for
reinstatement. Reinstatement after a period of one year, even
in the same membership category, shall not be automatic. (Note
that this in no way changes the stipulation in the by-laws,
that non-payment of dues within three months of issuance of
the notice shall result in suspension from the Corporation.)
9. Meetings. Annual meetings of the members shall be
held in conjunction with the Annual Convention or at such
other places and times as the Board shall provide by
resolution. Notification of such annual meetings shall be
mailed to the membership at least 30 days in advance.
ARTICLE VII
Dues
1. Notice. Dues for Full Members and Associate
Members are to be paid annually. Notice of the dues for the
ensuing year shall be mailed to the Full Members and the
Associate Members as early as possible in January.
2. Non-Payment. Non-payment of dues within three
months of issuance of the notice shall result in suspension
from the Corporation.
3. Amounts. Dues for Full Members and Associate
Members shall be set by the Board from time to time. The Board
may also establish reductions in dues for designated subgroups
(e.g., students, retired persons) or may set charges for late
payment of dues, as deemed necessary. The annual dues for the
upcoming year, including pertinent reductions and penalties,
shall be published in the Annual Report.
4. Timing. Persons who become dues-paying members of
the Corporation during each calendar year prior to the end of
the Annual Meeting shall pay full dues for that year and vote
in the election and receive the publications for that year.
Persons who become dues-paying members later in the year shall
be allowed the choice of paying first for that year or for the
following year.
5. Waiver. In exceptional cases it shall be within
the powers of the Board by unanimous vote to authorize payment
of dues of Full Members and Associate Members from the
Treasury of the Corporation.
ARTICLE VIII
Convention and Publications
1. Convention. The Corporation each year shall
sponsor a Convention to promote the purposes and goals of the
Corporation as described in the Articles of Incorporation. The
Board may from time to
time sponsor other such meetings to further the educational
and scientific goals of the Corporation.
2. Proceedings. The Corporation each year shall
distribute free of charge to Full Members, Associate Members,
Honorary Members, and Affiliates a full or abbreviated version
of the Proceedings of the Annual Convention, in a form to be
determined by the Board from time to time. This publication
may also be sold to libraries and to non-members at the
discretion of Board.
3. Editor. The Board shall, by majority vote, elect
an Editor or Editors for an indefinite term of office who
shall be responsible for bringing out the Corporation's
publication(s) with the advice and consent of the Board.
4. Additional Publications. Other publications may be
issued at the discretion of the Board.
5. Affiliated Publications. The Board may designate
other publications as being affiliated with the Corporation by
mutual agreement. The continuation of the affiliation is
subject to the discretion of the Board. Affiliated
publications are offered to the membership at reduced rates
set by each periodical and they are permitted to identify
themselves as affiliated publications, are privileged to
publish the regular announcements of the Corporation, and may
publish or republish with the consent of the Board other
material belonging to the Corporation.
ARTICLE IX
Rules of Procedure
All meetings of the Corporation shall be held in accordance
with Robert's Rules of Order, Revised.
ARTICLE X
Seal
The corporate seal shall be in such form as the Board of
Directors, by resolution, shall require.
ARTICLE XI
Amendments
Amendments to the by-laws may be proposed by any Full
Member and submitted to the Secretary. The latter shall
prepare copies of the proposed amendment and submit it to all
Directors. An amendment shall become effective if approved by
a two-thirds majority of the total number of Directors (i.e.,
affirmative votes by six Directors).
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