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Bylaws
From
Nancy E. Wolff, Esq., the PACA Legal Committee: In the
summer of 2002 the extended executive committee attended a strategic
planning committee. One goal was to review the seventeen-year-old bylaws
that were written when the industry was quite different. Although it
had been amended several times, it was clear that new bylaws were
necessary to reflect the current business procedures in the industry.
These bylaws represent a repeal of the former bylaws. These bylaws
were presented at the International Conference in Miami, Florida, and
were approved by the voting members present. The three areas of significant
change include 1) changing the name of the organization to PICTURE
ARCHIVE COUNCIL OF AMERICA, to reflect the current variety of image
distribution models, without losing the trade name "PACA",
2) moving frequently changing operating procedures out of the bylaws
to a policy handbook, to avoid cumbersome by-law revisions, and 3)
broadening and streamlining membership categories to reflect the industry.
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1. |
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Name |
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The name of this organization shall be: |
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The Picture Archive Council
of America Inc.
"PACA" |
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2. |
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Statement of Purpose |
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The purpose of the Picture Archive Council
of America is to foster and maintain a community in which members
can collect, compile and disseminate accurate and reliable
information and educational materials concerning the image
archiving and licensing business including legal developments
in the industry. |
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3. |
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Location |
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Offices of the Council shall be located in
the State of New York, or in such other localities as shall
be determined by the Executive Committee. |
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4. |
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Membership |
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4.1 |
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THE COUNCIL The body
of the whole membership of PACA shall be known as the "Council".
The Council shall be comprised of member entities or
individuals, each having separate and unique trade identities,
but all generally engaged in the business of archiving
or licensing images or other intellectual property. |
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4.2 |
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MEMBERSHIP The Executive
Committee may establish classes of membership and privileges
as necessary including Voting and Non Voting Members. |
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4.2.1 |
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Each member must designate its
Listed Members including a main contact person. |
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4.2.2 |
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Each member must identify a voting
individual. |
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4.3 |
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APPPLICATIONS FOR MEMBERSHIP
All applicants for membership must complete and sign
the application form, sign the PACA Code of Ethics
and submit the application to the Membership Committee
of PACA. |
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4.4 |
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RE-APPLICATION FOR MEMBERSHIP
Any candidate for membership whose candidacy receives
a negative disposition may re-apply after a period
of one year from the date of the final disposition
of the prior candidacy. |
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4.5 |
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RESIGNATION Any member
may resign by filing a written resignation with the Executive
Committee, however, resignation does not relieve a member
from liability for dues accrued and unpaid as of the
date of resignation. |
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4.6 |
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EXPULSION Any member
may be expelled for adequate reasons by a majority vote
of the Executive Committee. Any member proposed for expulsion
for any reason must be given advance written notice including
the reason for the proposed expulsion, opportunity to
contest the proposed expulsion in writing or in person
before the Executive Committee, and final written notice
of the Executive Committee's decision. |
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4.7 |
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RESTITUTION OF MEMBERSHIP A
member who has been expelled may re-apply for membership
after a period of one (1) year from the date of expulsion. |
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4.8 |
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DUES Dues shall be established
by the Executive Committee. |
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4.9 |
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ASSESSMENTS The Executive
Committee may levy special assessments from time to time
as necessary. |
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5. |
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Meetings of the Council |
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5.1 |
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ANNUAL MEETING The Council
shall hold an annual meeting of the membership at a place
and on a date, which shall be, determined Executive Committee. |
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5.2 |
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SPECIAL MEETINGS The
Executive Committee may call special meetings of the
Council at any time. Special meetings may also be called
at the discretion of the President or upon written request
by not less than ten percent (10%) of voting members
in good standing. |
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5.3 |
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NOTICE OF MEETINGS The
Executive Committee must give the Council at least seven
(7) days notice before all annual and special meetings. |
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5.4 |
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VOTING At all meetings
of the Council each Voting Member shall have one (1)
vote. A majority vote of those Voting Members present
and voting shall govern. In the event of a tie, the President
shall cast the deciding vote. |
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5.5 |
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VOTING BY DESIGNATED ALTERNATES
Voting by designated alternates shall be permitted. A
Voting Member may designate one (1) of its Listed Individuals
as an Alternate Voting Individual who may carry the
vote for the VOTING MEMBER as well as the proxy vote
of not more than one other Voting Member. Permission
to stand, as an Alternate Voting Individual must be
demonstrated in writing signed by the Voting Individual
authorizing the alternate's vote. An original copy
of the authority shall become part of the official
minutes of the meeting, and Alternate authorization
shall be for that meeting solely. Designated Alternates
shall be counted to establish a quorum. |
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5.6 |
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VOTING BY PROXY Voting
by proxy shall be permitted at Council meetings. A Voting
Member in good standing in the person of their Voting
Individual or designated Alternate Voting Individual
shall represent not more than one (1) other Voting Member
in good standing by proxy. Permission to cast a proxy
vote must be demonstrated in writing, signed by the Voting
Individual authorizing the proxy. The original copy of
the authority shall be part of the official minutes of
the meeting, and the proxy authorization shall be for
that meeting solely. |
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5.7 |
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VOTING BY MAIL Voting
by mail ballot shall be permitted. The presentation of
any proposal to the Council by the method of a mail vote,
excepting election ballots, shall first be approved by
the Executive Committee, unless the proposal has already
been endorsed in writing by ten percent (10%) of the
Voting Members in good standing, in which case Executive
Committee approval shall not be necessary. On any mail
vote, a simple majority of those ballots returned or
postmarked by a designated deadline shall determine the
action. In the event of a tie, the President shall cast
the deciding vote. |
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5.8 |
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QUORUM OF VOTING MEMBERS At
Annual, Regular and Special meetings of the Council,
a quorum shall consist of no less than ten percent (10%)
of the number of votes entitled to be cast. |
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5.9 |
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CANCELLATION OF MEETINGS The
Executive Committee may cancel any meeting of the Council
for cause in any manner that is expeditious under the
circumstances. |
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6. |
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Officers |
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6.1 |
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ELECTED OFFICERS The
elected officers of the Council shall be a President,
a Vice-President, a Secretary, a Treasurer and two (2)
Officers-at-Large. |
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6.2 |
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TERM OF OFFICE — The
elected officers of the Council shall be elected every
two (2) years by the Voting Members and shall serve until
their successors have been duly elected and assume office. |
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6.3 |
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QUALIFICATIONS FOR OFFICE Any
Voting or Listed Individual from any Voting Member in
good standing shall be eligible for nomination and election
to the office of President, providing the individual
shall have previously served not less than two (2) full
years as a Committee Chair, or one term as an elected
member of the Executive Committee and provided that,
if elected, this individual must be the Voting Individual
for that Voting member and must remain the Voting Individual
for the term of this individual's Presidency and may
not be represented by a proxy. Any Voting member or listed
individual in good standing shall be eligible for nomination
and election to the office of Vice-President, Secretary,
and Treasurer or Officer-at-Large. |
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6.4 |
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ELECTION OF OFFICERS |
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6.4.1 |
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FREQUENCY Elections
shall occur biannually. |
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6.4.2 |
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CALL FOR NOMINATIONS The
announcement of the election and the call for nominations
by the Nominating and Elections Committee shall
occur not less than one hundred eighty (180) days
prior to the first day of May. |
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6.4.3 |
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NOMINATIONS OF OFFICERS
The Nominating and Elections Committee shall prepare
and submit to the Council a proposed slate of
nominations for the offices of President, Vice-President,
Secretary, Treasurer and Officers-at-Large. The
Nominations and Elections committee shall verify
the eligibility of all nominees. Individuals
so nominated shall have given prior consent to
said nomination and election as an officer. |
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6.4.4 |
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PRESENTATION OF PROPOSED SLATE/NOMINATIONS
FROM FLOOR For fourteen (14) days
after the presentation of the proposed slate,
The Nominating & Elections Committee shall accept
additional nominations for any office from any
Voting Member of the Council. All nominations
from the membership shall be made subject to
the written consent of the Nominee, which shall
accompany the nomination. |
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6.4.5 |
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PRESENTATION OF FINAL SLATE
The Nominating and Elections Committee shall present
a proposed slate of candidates to the Council
not later than ninety (90) days prior to the
Annual Meeting. |
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6.4.6 |
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BALLOTING The Nominating
and Elections Committee shall distribute the ballot
to all Voting Individuals by name not later than
ten (10) days following the close of nominations.
The ballot shall instruct the Voting Individual
to cast not more than one (1) vote each for the
positions of President, Vice-President, Secretary
and Treasurer, and not more than two (2) votes
for the positions of Officer-at-Large. An incorrectly
cast vote shall invalidate the vote for the position
in question only. The Nominations and Elections
Committee shall conduct the election according
to procedure set forth by the Executive Committee.
The offices of President, Vice-President, Secretary
and Treasurer shall be elected by a simple majority
of the votes cast for each office. The two (2)
candidates for Officer-at-Large receiving the two
highest vote counts shall be elected. In the case
of a tie vote for any office, a deciding vote shall
be cast by the sitting President. |
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6.4.7 |
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ANNOUNCEMENT OF ELECTION RESULTS The
Nominating and Elections Committee will present
the results of the election to the membership in
the next regularly scheduled communication to the
Council. |
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6.4.8 |
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SUCCESSION OF OFFICERS
Newly elected officers shall take office and assume
their responsibilities immediately upon the first
(1st) of May. |
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6.4.9 |
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IMMEDIATE PAST PRESIDENT
Upon the succession of officers, the sitting President
shall become the Immediate Past President, and
shall serve a term of two (2) years, or until
succeeded by the next Immediate Past President. |
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6.4.10 |
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RE-ELECTION Elected
officers may succeed themselves in a given position
not more than one time; except for the office of
President which shall be limited to one full term,
and thereafter said retiring President shall not
be eligible to hold any elected office for the
period of the next two (2) election cycles. |
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6.4.11 |
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VACANCIES Vacancies
in any elected office shall be filled for the balance
of the term thereof by the Executive Committee
upon recommendation of the Nominating and Elections
Committee. Vacancies of any office need to be filled
within (60) sixty days from the date of vacancy. |
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VACANCY/IMMEDIATE PAST PRESIDENT Any
vacancy in the position of Immediate Past President
shall be filled by the Executive Committee upon
recommendation of the Nominating and Elections
Committee. This person shall in effect become a
third Member at Large and will serve until replaced
by the next Immediate Past President. |
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6.4.13 |
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REMOVAL The Executive
Committee, by two-thirds vote of all of its Members,
may recommend to the Chairperson of the Nominating
and Elections Committee removal of any Officer
from office for cause. The Chairperson and the
members of the Nominating and Elections Committee
shall gather information and documentation concerning
reasons for the proposed action. They will also
gather any rebuttal information or documentation
from the Officer in question concerning reasons
for the proposed action. The complainant(s) and
Officer in question shall both have the right to
appear in person before a hearing of the Executive
Committee to present arguments for and against
removal. The Executive Committee shall decide by
two-thirds (2/3) vote of all its members whether
or not to recommend to the Council removal of the
Officer. Should the Executive Committee vote to
recommend removal, a ballot shall be distributed
to the voting members of the Council. Ballots shall
be accompanied by a statement on the proposed removal
by the Executive Committee, and a rebuttal statement
by the Officer recommended for removal, should
a rebuttal statement be available. Such recommendation
shall be subject to two-thirds (2/3) ratification
by the voting members of the Council. |
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7. |
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Duties of Officers |
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7.1 |
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PRESIDENT The President
shall be the chief elected officer of the Council, preside
at all meetings of the Council and serve as Chairperson
of the Executive Committee. The President shall be an
ex-officio member, without a vote, of all committees,
except the Nominating and Elections Committee and the
Ethics and Grievance Committee, of which the president
shall not be a member. The President shall make all required
appointments of Chairpersons of Standing and Special
Committees, unless otherwise noted. At the Annual Meeting
of the Council and at such other times as may be deemed
proper, the President shall communicate to the Council
such matters and make such suggestions as may tend to
promote the welfare and increase the usefulness of the
Council. The President shall perform such other duties
as are necessarily incident to the office of President,
which are not inconsistent with the Bylaws as may be
assigned by the Executive Committee. |
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7.2 |
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VICE-PRESIDENT The Vice-President
shall perform such duties as are delegated (or assigned)
by the President or the Executive Committee, and shall
perform the duties of the President in the event that
the President is unable to serve. The Vice President
shall perform such other duties as are necessarily incident
to the office of Vice President, which are not inconsistent
with the Bylaws as may be assigned by the Executive Committee. |
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7.3 |
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SECRETARY The Secretary
shall oversee the proper recording of the proceedings
of meetings of the Council and the Executive Committee,
ensure that accurate records are kept of the membership,
oversee the preparation and mailing of all meeting notices
and shall perform the duties of President in the event
that both the President and Vice-President are unable
to serve. The Secretary shall perform such other duties
as are necessarily incident to the office of Secretary,
which are not inconsistent with the Bylaws as may be
assigned by the Executive Committee. |
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7.4 |
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TREASURER The Treasurer
shall oversee the Council's funds and financial records;
establish proper accounting procedures for the handling
of the Council's funds; implement a annual review by
a Certified Public Accountant; serve on the Budget Committee
(see section 9.1.5); and, further, report on the financial
condition of the Council at the Annual Meeting or at
such other times as called upon by the President. Such
duties of the Treasurer as may be specified by the Executive
Committee may be delegated to the President. . The Treasurer
shall perform such other duties as are necessarily incident
to the office of Treasurer, which are not inconsistent
with the Bylaws as may be assigned by the Executive Committee. |
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7.5 |
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OFFICERS-AT-LARGE The
Officers-at-Large shall perform such duties as are delegated
(or assigned) by the President or the Executive Committee.
The Officers at large shall perform such other duties
as are necessarily incident to the office of Officers
at large which are not inconsistent with the Bylaws as
may be assigned by the Executive Committee. |
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7.6 |
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IMMEDIATE PAST PRESIDENT The
Immediate Past President shall serve as a member of the
Executive Committee. The Immediate past President shall
perform such other duties as are necessarily incident
to the office of Immediate past President which are not
inconsistent with the Bylaws as may be assigned by the
Executive Committee. |
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8. |
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Executive Committee |
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8.1 |
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AUTHORITY AND RESPONSIBILITY
The governing body of the Council shall be the Executive
Committee. The Executive Committee shall have supervision,
control and direction of the Council, its committees
and publications; shall determine its policies and
changes therein; shall actively pursue its objectives
and supervise the disbursements of its funds. The committee
shall oversee and supervise any and all council employees
or contractors. The actions of the Executive Committee
shall be reported to the Council by mail or at the
next Council meeting. |
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8.2 |
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EXECUTIVE COMMITTEE MEMBERSHIP
The Executive Committee shall consist of the elected
officers of the Council (named in Article 4.1) and
the Immediate Past President. Not more than two (2)
members of the Executive Committee may be in the employ
of the same Member. Current members of the Executive
Committee shall not serve as Chairpersons of the Nominating
and Elections Committee or the Ethics and Grievance
Committee. |
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8.3 |
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EXECUTIVE COMMITTEE MEETINGS
Regular meetings of the Executive Committee shall be
held not less than six (6) times during each administrative
year at such times and at such places, as the Executive
Committee shall prescribe. Notice of all such meetings
shall be given to the Council not less than seven (7)
days before the meeting is to be held. Special meetings
of the Executive Committee may be called by the President
or at the request of any three (3) members of the Executive
Committee, upon written or verbal communication to
each member of the Executive Committee, not less than
seventy-two (72) hours before the meeting is to be
held. |
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8.4 |
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QUORUM A majority of
the members of the Executive Committee shall constitute
a quorum for the transaction of the business of the Council,
and any such business transacted shall be valid providing
it is affirmatively passed upon by a majority of those
present and voting. |
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8.5 |
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VOTING Voting rights
of a member of the Executive Committee may not be exercised
by proxy. |
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8.6 |
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ALTERNATIVE VOTING METHODS An
action taken by a mail, fax, email, telephone or any
designated means of ballot of the members of the Executive
Committee shall be a valid action of the Executive Committee.
Such ballots shall be confirmed in writing by the President
and shall be affirmed at the next regular meeting of
the Executive Committee. |
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8.7 |
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ABSENCE Any Member of
the Executive Committee who shall have been absent from
four (4) consecutive regular meetings of the Executive
Committee shall automatically vacate the seat on the
committee and the vacancy shall be filled as provided
by these Bylaws. The Executive Committee may consider
each absence of an elected officer or the Immediate Past
President as a separate circumstance and may expressly
waive such absence
if for reasons of illness, family emergency, overseas
travel, etc. by affirmative vote of a majority
of its members. |
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8.8 |
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COMPENSATION Members
of the Executive Committee shall not receive any compensation
for their services. |
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8.9 |
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INDEMNIFICATION Every
member of the Executive Committee, Chairpersons of designated
committees, employees and such others as specified from
time to time by the Executive Committee, shall be indemnified
by the Council against any and all expenses and liabilities
including counsel fees, reasonably incurred or impose
upon them in connection with any proceeding to which
they may be made a party, or in which they may become
involved, by reason of being or having been a member
of the Executive Committee, Committee Chairperson or
employees at the time such expenses are incurred, except
in such cases wherein the Members of the Executive Committee,
Committee Chairpersons or employees are adjudged guilty
of willful misfeasance, malfeasance or non-feasance in
the performance of their duties. The foregoing right
of indemnification shall be in addition to and not exclusive
of all other rights to which the indemnified may be entitled. |
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9. |
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Committees |
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9.1 |
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STANDING COMMITTEES Standing
committees perform the continuing tasks of the Council.
Standing committees shall report at least annually to
the Executive Committee. Standing Committees may not
be disbanded without a change in the bylaws unless otherwise
provided by the bylaws. All committees shall serve for
a term of two years. The standing committees shall be
as follows: |
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9.1.1 |
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NOMINATING AND ELECTIONS COMMITTEE The
President shall appoint, with the approval of the
Executive Committee, a Nominating and Elections
Committee which shall consist of not less than
three (3) Voting Members. The duties of the Nominations
and Election Committee shall be defined in the
Operating Procedures. |
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9.1.2 |
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ETHICS AND GRIEVANCE COMMITTEE There
shall be an Ethics and Grievance Committee, which
shall consist of three (3) Voting Members of the
Council, to be recommended by the President and
appointed by majority vote of the Executive Committee.
These three (3) Members may not serve on the Executive
Committee or Standing Committees during the term
of their tenure on the Ethics and Grievance Committee.
The term of office shall be concurrent with the
term of the President of the Council. No two (2)
members of the Ethics and Grievance Committee may
be in the employ of the same Member. Alternate
Member: In the event that a grievance is lodged
against the Council Member of any of the Ethics
and Grievance Committee members or should a member
of the Ethics and Grievance Committee withdraw
for cause, the other two (2) members of the committee
shall request that the Executive Committee appoint
an Alternate to serve during the hearing of that
complaint only. The duties of the Ethics & grievance
committee shall be defined in the Operating Procedures |
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9.1.3 |
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MEMBERSHIP COMMITTEE The
Membership Committee shall consist of a Chairperson
appointed by the President and approved by the
Executive Committee. The Chairperson's term shall
be concurrent with the President. The Membership
Committee shall receive and review all applications
for membership. The duties of the Membership committee
shall be defined in the Operating Procedures. |
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9.1.4 |
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EDUCATION AND COMMUNICATIONS
COMMITTEE Shall consist of not less
than one (1) member in good standing. The Committee
shall be entrusted with the duty of preparing
and disseminating all approved communications,
educational materials, and overseeing any publications
of the Council. The duties of the Education & Communications
committee shall be defined in the Operating Procedures. |
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9.1.5 |
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BUDGET AND FINANCE COMMITTEE Shall
consist of not less than one (1) member in good
standing of the Council, and the Treasurer. The
Committee shall confer with the President on the
annual budget of the Council and shall prepare
recommendations for the Executive Committee. The
Committee shall perform such other duties in connection
with the finances of the Council as the Executive
Committee may determine from time to time. The
Treasurer shall not serve as Chairperson of the
Budget Committee. The duties of the Finance committee
shall be defined in the Operating Procedures. |
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9.1.6 |
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PUBLIC RELATIONS COMMITTEE
Shall consist of not less than one (1) member in
good standing to be appointed by the President.
The Committee shall be entrusted with the duty
of bringing before the public activities or policies
of the Council worthy of public recognition.
The duties of the Public Relations committee
shall be defined in the Operating Procedures. |
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9.1.7 |
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INTERNATIONAL COMMITTEE
Shall consist of not less than one (1) member in
good standing, to be appointed by the President.
The duties of the International committee shall
be defined in the Operating Procedures. |
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9.1.8 |
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LEGAL COMMITTEE Shall
consist of not less than one (1) member in good
standing, to be appointed by the President. The
Committee shall be entrusted with monitoring changes
in the law as they apply to the industry, and updating
the PACA Legal Handbook in conjunction with the
Counsel for PACA. |
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9.2 |
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CREATION AND DISSOLUTION OF SPECIAL
COMMITTEES The President may, from time
to time, appoint such Special Committees as are deemed
advisable. The President shall monitor actions of the
Standing and Special Committees of the Council and
shall recommend to the Executive Committee on a regular
basis the creation, dissolution and consolidation of
these bodies. |
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9.3 |
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APPOINTMENT OF CHAIRPERSONS
Unless otherwise required by these Bylaws, appointments
of Chairpersons by the President shall not require
approval from the Executive Committee. Chairpersons
of all Standing and Special Committees shall serve
at the pleasure of the President unless otherwise specified
by these Bylaws. |
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10. |
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Staff and Vendors |
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10.1 |
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APPOINTMENT The Council
may employ a salaried staff or vendors, whose terms and
conditions of employment shall be specified by the Executive
Committee and defined by written contract. |
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10.2 |
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AUTHORITY AND RESPONSIBILITY
The President shall supervise and direct all activities
of the staff or vendors subject to the policies of
the Executive Committee. Only the Executive Committee
shall employ or terminate the employment of the staff
or vendors necessary to carry on the work of the Council
and shall fix their compensation and other financial
arrangements within the approved budget. |
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10.3 |
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The Executive Committee shall define
the duties of the staff or vendors, monitor their performance,
establish their titles and delegate those responsibilities
of management as shall be in the best interest of the
Council, and report upon the expenditures and performance
of the staff or vendors to the Council at least once
annually. The staff or vendors may attend without vote
as an ex-officio member of the Executive Committee. |
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11. |
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Finance |
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11.1 |
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FISCAL PERIOD The fiscal
period of the Council shall be the calendar year. |
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11.2 |
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BUDGET Not less than
sixty (60) days prior to the end of each fiscal year
the Executive Committee, upon recommendation from the
Budget and Finance Committee, shall adopt an annual operating
budget for the next fiscal year covering all activities
of the Council. Within sixty (60) days following completion
of the fiscal year the Treasurer shall furnish the Council
with a financial report on the fiscal year just completed. |
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11.3 |
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FINANCIAL REVIEW The
accounts of the Council shall be reviewed annually by
a Certified Public Accountant. |
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11.4 |
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CALL FOR AUDIT Upon signed
written petition by not less than ten percent (10%) of
all eligible Voting Members calling for a certified financial
audit by an independent Certified Public Accounting firm.
Said call for CPA audit shall occur no more than one
(1) time per fiscal year. |
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11.5 |
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USE OF FUNDS DISSOLUTION The
Council shall use its funds only to accomplish the objectives
and purposes specified in these Bylaws and no part of
said funds shall inure, or be distributed, to the members
of the Council. On dissolution of the Council, any funds
remaining shall be distributed to one (1) or more regularly
organized and qualified charitable, educational, scientific
or philanthropic organizations to be selected by the
Executive Committee. |
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12. |
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Operating Procedures |
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The executive Committee may adopt operating
procedures, which may not be in conflict with these Bylaws
to govern its procedures. Such rules may be adopted or repealed
by a majority vote of a fully comprised executive committee.
Proposed operating procedures must be presented in writing
to the executive committee not less than two weeks prior to
its meeting. |
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13. |
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Amendments to the Bylaws |
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13.1 |
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PROPOSING Amendments
to or a repeal of these Bylaws may be proposed by the
Executive Committee on its own initiative or upon signed
written petition by not less than ten percent (10%) of
the voting members in good standing of the Council. The
Executive Committee shall present all such proposals
to the Council with or without endorsement within thirty
(30) days of receipt of the call for amendment or repeal.
The Secretary shall notify the membership in writing
of the proposed amendment(s), not less than fifteen (15)
days before the ballot. |
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13.2 |
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APPROVAL The proposed
amendment(s) shall be open for discussion for a period
of not less than thirty (30) days but not more than sixty
(60) days. Afterwards a ballot of the Voting Members
will be conducted. A positive vote by a two-thirds (2/3)
majority shall be necessary to carry the amendment. |
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14. |
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Parliamentary Authority |
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The Standard Code of Parliamentary Procedure by
Alice Sturgis shall serve as the Parliamentary reference to
govern the proceedings for any or all matters of the Council,
or its divisions or subgroups unless provided otherwise in
the Council's documents or the law. |
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