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Bylaws of the
Parapsychological Association
Adopted: November 1985
Last amended: August
2006
Amended and Restated: January 2008
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, elected from the ranks of Full Members. The
nine Directors shall consist of seven Directors elected by
the members as herein provided and the President and
Vice-President 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 second 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
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. Accepted Meeting Forms. By prearrangement, a quorum may
be constituted with one or more Directors participating via
telephone or any means of communication by which all
directors participating may simultaneously hear each other
during the meeting. Email meetings may be conducted if all
Directors have access to all emails pertaining to a
question.
10. Voting. A quorum being present, decisions shall (with
exceptions noted herein) be carried by an affirmative vote
of five or more. By prearrangement, a consensus vote may be
taken in which only nay votes need to be recorded. If a
consensus vote is used in an email meeting, adequate time,
at least two weeks, shall be normally be provided for all
members to access the email to consider the question.
11. 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.
12. 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.
13. Removal. A member of the Board including the President
and Vice President may be removed from office for failure to
prosecute and accomplish 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. A replacement shall be
elected as directed in Article I, Section 3.
ARTICLE II
Officers
1. President. The President shall serve as the general
executive officer of the Corporation and Chair of the Board.
He/She 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/her by vote of the Board.
2. Vice-President. The Vice-President shall serve as the
President in the absence of the latter. In the event that
the President does not serve out the full term for any
reason, the Vice-President shall succeed to the unexpired
remainder thereof. A replacement for the Vice-President
shall be elected as directed in Article I, Section 3. The
Vice-President shall serve as Chair of the Election and
Membership Committees.
3. Secretary. The Secretary shall have the following duties,
which may be delegated to the Executive Secretary (Article
II, Section 9) as appropriate: 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 Bylaws 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,
which may be delegated to the Executive Secretary (Article
II, Section 9) as appropriate: 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. The Treasurer shall, at all
reasonable times, exhibit the Corporation books and accounts
to any member of the Corporation.
5. Election and Appointment of Officers. The President and
the Vice-President shall be elected by the members. The
Secretary and the Treasurer shall be appointed by the
President from among the members of the Board.
6. Terms. The President's term of office and the
Vice-President’s term of office shall be two years. The
terms of office of the appointed officers shall be one year,
unless otherwise specified herein or in such resolution
creating such office.
7. Officers, Consecutive Terms. No Director shall hold an
office (i.e., Secretary or Treasurer) for more than three
consecutive terms as defined in section Article II, Section
6. The Secretary or Treasurer may later be re-appointed to
office if at least one term has intervened. The President
and the Vice President may hold their office for no more
than three consecutive two-year terms.
8. Miscellaneous. The Secretary and Treasurer may not hold
any other office (not including Director) while serving such
terms.
9. 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 (as Chair) and two Full Members appointed by
the Chair. The two Full Members shall not be Directors or
candidates for Director. Under special circumstances, the
Chair 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 consist of the
Vice-President (as Chair) and the full Board of 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. Accepted
meeting forms include alternatives as described in Article
I, Section 9.
ARTICLE IV
Nominations and Elections
1. Availability. Any Full Member may nominate any Full
Member, including himself or herself, for election to the
Board or as President or Vice-President in the next election
for which the office is open. The nominator must confirm the
nominee’s willingness and availability prior to making the
nomination.
2. Nomination Call. On or before March 1st, the Election
Committee shall issue a call by mail or email to all Full
Members inviting them to nominate candidates for the Board
and candidates for President or Vice-President from Members
of the Corporation. In even years, beginning in 2008,
nominations shall be made for the Vice-President; in odd
years, beginning in 2009, nominations shall be made for the
President. Attached to the call for nominations shall be a
list of Full Members and a list of the Directors and
Officers for the current and upcoming years, with an
indication of those officers whose terms of office are
expiring. The call shall specify the number of nominations
that may be made. 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 nominations shall be immediately notified
by the Chair of the Election Committee and, upon
reconfirming their acceptance of the nomination, their names
shall be placed on the official ballot. Any ambiguities
including ties shall be resolved by the Election Committee
3. Ballots. No later than one month after closing the
nominations (about April 8), the Election Committee shall
mail or email 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 (about June 15), and the Election
Committee shall make a count of the votes.
5. Listings. Full Members shall be provided ballots for the
3 (or 4) Director positions, and in even years, beginning in
2008, a ballot for the office of Vice-President; in odd
years, beginning in 2009, a ballot shall be provided for the
office of President. A Full Member may stand for election on
the ballots for Director and President or Vice-President. As
a result of nominations a number of Full Member names equal
to twice the number of available positions for Director
shall appear on the final ballot (to go to both Full Members
and Associate Members). The three Full Members having the
highest number of nominations for President or the three
with the highest number of nominations for Vice-President
shall appear on the ballot for those offices (to go to both
Full Members and Associate Members). In the election (with
voting by Full Members and Associate Members only) there
shall be separate ballots for Director and, in alternate
years, President or Vice-President, with the number of
candidates on each as listed above. Since the ballots are
independent, a person may be elected as President or
Vice-President and also elected separately as a Director. In
this case he/she will serve as President or Vice-President,
and the candidate for Director with the next highest vote
total shall serve as Director.
6. Number. 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
President or Vice-President. 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 President or Vice-President on the other ballot)
will be the elected Directors to begin their terms as
specified in Article I, Section 4.
7. President and Vice President. The candidate for President
or Vice-President who receives the largest number of votes
will be the elected to that office for the upcoming term.
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.
ARTICLE V
Membership Committee
1. Membership Actions. Decisions on membership applications
and membership status shall require an affirmative vote of
two-thirds of the 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 (as ex-officio Chair of the Membership
Committee) shall send to each member of the Committee a copy
of the pending applications with all relevant documents.
Each member of the Committee shall consider each application
and send his/her vote to the Chair within one month of the
date of the covering message by which the data were
received. An affirmative 2/3 vote shall confer membership.
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 Committee.
2. Ambiguous or Contested Applications. The Chair of the
Membership Committee shall convene a telephone or
face-to-face discussion to resolve any ambiguous or
contested decisions on applications for membership.
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 the
Membership Committee; and (f) who has paid membership dues.
Full Members nominate candidates to the Board of Directors
and to the offices of President and Vice President 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 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 provides evidence
of status as 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. Removal. Any member of the Parapsychological Association
may be removed from the rolls of the organization for any
reason with or without cause by a majority vote of the Board
of Directors.
10. 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, Associate Members,
Affiliates, and Student Affiliates are to be paid annually.
Notice of the dues for the ensuing year shall be mailed to
all Members and Affiliates as early as possible in January.
Repeat notices shall be sent at monthly intervals for three
months if dues are not paid.
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 all Members and Affiliates 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 Parapsychological Association Newsletter
and Website.
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 publish a
full or abbreviated version of the Proceedings of the Annual
Convention, in a form to be determined by the Board. This
publication may be sold to Members and may also be sold to
libraries and to non-members at the discretion of Board.
3. Editor and Webmaster. The Board shall, by majority vote,
elect an Editor and a Webmaster for an indefinite term of
office who shall be responsible for bringing out the
Corporation's publication(s) and maintaining its website
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 Modern Parliamentary Procedure by Ray E. Keesey.
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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The Parapsychological Association, Inc.
1390 N. McDowell Blvd.
Suite G-208
Petaluma, CA 94954 |
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