PENNSYLVANIA ASSOCIATION
OF ELEMENTARY
and SECONDARY SCHOOL PRINCIPALS
PAESSP BYLAWS
PLEASE NOTE:
These are proposed bylaws and
can be revised prior to adoption.
TABLE OF CONTENTS
I. Mission Statement
II. History of the Association
III. PAESSP By-Laws
Article I Name and Office
Article II Membership
Article III Board of Directors
Article IV Officers
Article V Elections
Article VI
Limitation of Personal
Liability of Directors
Article VII Meetings
Article VIII Dues
Article IX Parliamentary Procedures
Article X Amendments
Article XI Miscellaneous
Article XII Implementation
I. MISSION STATEMENT
The Pennsylvania Association of Elementary and Secondary School Principals is dedicated to assuring that every Pennsylvania child receives the very best education possible. In carrying out our mission, we recognize that the early elementary years are most crucial to successful lifelong learning, that appropriate middle level programs are essential for successful adolescent maturation and development and that strong high school programs are critical for preparing youth for successful entry and transition into adulthood.
We recognize an obligation to make continuing contributions toward strengthening the principalship and the profession. The association is committed to providing critical professional growth opportunities through training programs, opportunities for constructive professional mentoring and relationships, publications, conferences and professional meetings and activities aimed at helping aspiring principals in reaching their goals and practicing principals to hone their skills.
The association recognizes and supports:
1. The critical work of principals as the primary instructional leaders in schools.
2.
The importance of providing members a voice in the decision-making
process at the local, state and
federal levels.
Efforts to improve the working conditions of members by advocating for equitable and fair remuneration and fringe benefits, recognition of appropriate and reasonable job descriptions and opportunities to provide leadership in the instructional and policy making decision process.
To that end, PAESSP will strive to:
1.
Assist members in fulfilling their role as instructional leaders
and effective managers who promote the best educational
program for all students.
2. Give members an effective voice in the educational decision-
making process at the local, state and federal levels.
3. Improve members’ working conditions so that their rights are
protected, their job descriptions are reasonable, the
importance of their instructional leadership role is recognized,
and their salaries and fringe benefits are equitable.
Overall, PAESSP is dedicated to serving our state by assuring Pennsylvania’s continued strength and prosperity through provision of the best possible schooling for our most important resource, our children.
Until December, 2003, the Pennsylvania Associations of Elementary and Secondary School Principals functioned as two separate entities, the Pennsylvania Association of Elementary School Principals ("PAESP") and the Pennsylvania Association of Secondary School Principals ("PASSP").
The Pennsylvania Elementary Principals (PEP) became the Pennsylvania Association of Elementary School Principals (PAESP) with Larry Mong as the first President. B. Anton Hess was the Executive Director and the offices were located in Camp Hill, Pennsylvania.
PAESP was affiliated with the National Association of Elementary School Principals and supplied four Presidents for the National Association as follows:
1941-1942 Robert H. Edgar, Pittsburgh
1958-1959 Margaret W. Efraemson, Philadelphia
1994-1995 Frederick N. Brown, Boyertown
2000-2001 Richard A. Barbacane, Lancaster
PASSP became an autonomous organization in 1935 with John H. Tyson of Upper Darby being elected as its first President. It was a professional organization of secondary school principals and other levels of school administrators as well. It was an affiliate of the National Association of Secondary School Principals and worked cooperatively with PAESP.
PASSP was administered by an Executive Board composed of the elected and appointed officers and thirteen members: three from Eastern Pennsylvania, three from Central Pennsylvania, four from Western Pennsylvania, one Assistant Principal elected at large, one Middle Level Administrator at large, and one NASSP Coordinator.
PASSP was an affiliate of the prestigious National Association of Secondary School Principals. PASSP has supplied six Presidents for the National Association as follows:
1918-1919 William D. Lewis, Philadelphia
1922-1923 Edward Rynearson, Pittsburgh
1940-1941 Oscar Granger, Upper Darby
1960-1961 James E. Nancarrow, Upper Darby
1972-1973 Edwin B. Keim, Cheltenham-Glenside
1993-1994 H. Dale Spaulding, Lampeter-Strasburg
In the fall of 2000, a committee of individuals representing both the PAESP and the PASSP met to study the feasibility of joining the PAESP and the PASSP into one association to be known as PAESSP. The primary reasons for the jointure were increased benefits to the members of both organizations and increased efficiency in the operation of both organizations. After prolonged study by the committee, the proposal to join the associations was put to a vote of the membership of both organizations in December 2002. With the approval of both memberships, the first elections PAESSP occurred in April 2003. The officers of the new association took office in October 2003 at the Annual Conference.
III. BY LAWS OF PAESSP
Article I – Name and Office
Section 1.01. Name. The name of this organization shall be the Pennsylvania Association of Elementary and Secondary School Principals (hereinafter referred to as “PAESSP”) in affiliation with the National Association of Elementary School Principals and the National Association of Secondary School Principals.
Section 1.02. Office. The corporation’s registered office shall be at 122 Valley Street, P.O. Box 39, Summerdale, Pennsylvania 17093, until otherwise established by a vote of a majority of the Board of Directors (the "Board") in office, and a statement of such change is filed in the Department of State; or until changed by an appropriate amendment of the Articles of the corporation. The corporation may also have offices at such other places within Pennsylvania as the Board may from time to time appoint or the business of PAESSP requires.
Article II - Membership
Section 2.01. Active Members. Active class E (Educational) membership is open to any individual, who is engaged in elementary, middle or secondary educational school administration or supervision and/or teaching elementary, middle or secondary educational school administration or supervision and who is not an eligible member of a collective bargaining unit, upon payment of annual dues to the state and national associations. Active class M (Management) membership is open to any individual, who by virtue of noneducational school management is eligible for any school district’s administrator compensation plan, upon payment of annual dues to the state and national associations.
Section 2.02. Retired Members. Emeritus membership is open to all members who have retired from active service in education upon payment of annual dues or lifetime membership fee established for retired members.
Section 2.03. Aspiring Members. Aspiring membership is available to teachers with administrative certification and graduate students in educational school administration who are not eligible for active membership, upon payment of annual dues established for aspiring members. Aspiring members shall receive the regular publications of PAESSP and shall be entitled to register at the Annual Conference, all PAESSP workshops and conferences at the member rate.
Section 2.04. Honorary Life Members. Honorary life membership may be awarded to an individual whose contribution to PAESSP is so commendable that the Board votes unanimously to confer this honor.
Section 2.05. Special Members. Special membership to an individual whose contribution to educational or public service is exceptional may be extended to those who do not qualify under sections 2.01, 2.02, 2.03, or 2.04, upon approval of a majority of all members of the Board. The Board shall have the right to waive or adjust the dues.
Section 2.06. Voting. Only active class E and M members shall have the privilege of participating and voting in PAESSP business meetings.
Article III – Board of Directors
Section 3.01. Power. The Board shall have full power to conduct, manage, and direct the business and affairs of the corporation; and all powers of the corporation are hereby granted to and vested in the Board.
Section 3.02. Class E Members. All Board members shall be active class E members as defined in Article II, Section 2.02 of these Bylaws.
Section 3.03. Composition. The Board shall consist of (a) all officers, (b) national association representatives, (c) twenty (20) regional representatives elected by geographic area with one elementary and one secondary representative from each of the ten regions, and (d) two alternative funding representatives, one elementary and one secondary.
(a) Twenty members shall be elected by geographic region by the membership for terms of three years, with six or eight members elected each year. Elected regional representatives shall begin their duties at the termination of the business meeting at the Annual Conference. These elected regional Board members shall represent members from the following geographic sections and regions of the Commonwealth:
Eastern Section
--East I Region - Susquehanna, Wayne, Lackawanna, Wyoming, Pike and Luzerne Counties
--East II Region - Monroe, Carbon, Schuylkill, Lehigh, Northhampton, and Berks Counties
--East III Region - Bucks, Montgomery, Chester Philadelphia and Delaware Counties
Central Section
--Central I Region - McKean, Potter, Tioga, Bradford, Elk, Cameron, Clinton, Lycoming, Clearfield, Centre and Sullivan Counties
--Central II Region - Union, Northumberland, Columbia, Snyder, Montour, Dauphin, Perry, Lebanon, Cumberland, Lancaster, Franklin, Adams and York Counties
--Central III Region -
Somerset, Bedford, Fulton, Juniata, Huntingdon, Mifflin, Blair and Cambria
Counties\
West Section
--West I Region - Erie, Warren, Crawford, Venango, Forest, Clarion and Jefferson Counties
--West II Region - Mercer, Lawrence. Beaver, Butler, Armstrong and Indiana Counties
--West III Region -
Washington, Greene, Fayette, Allegheny and Westmoreland Counties
--West IV Region - City of Pittsburgh
(b) The national association representatives, one elementary and one secondary, and the alternative funding representatives, one elementary and one secondary, shall be appointed by the President with approval from the Board for a three year term.
Section 3.04. Resignations. Any director of the corporation may resign at any time by giving written notice to the Executive Director or the Secretary of the corporation. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.05. Vacancies. The Board may declare vacant the office of a director if he is declared of unsound mind by an order of court, or convicted of a felony, or for any other proper cause, or if within 60 days after notice of his selection, he does not accept such office either in writing or by attending a meeting of the Board.
Section 3.06. Place of Meeting. Meetings of the Board may be held at such place as the Board may from time to time appoint, or as may be designated in the notice of the meeting.
Section 3.07. Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these Bylaws.
Section 3.08. Special Meetings. Special meetings of the Board shall be held whenever called by the President or by a majority of the directors in office. Notice of each such meeting shall be given to each director by telephone or in writing at least twenty-four hours (in the case of notice by telephone) or five calendar days (in the case of notice by mail) before the time at which the meetings is to be held. Every such notice shall state the time, place, and purpose of the meeting.
Section 3.09. Quorum, Manner of Acting, and Adjournment. A majority of the directors in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Each director present shall be entitled to one vote. Except as otherwise specified in the Articles or these Bylaws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board. In the absence of a quorum, a majority of the directors present and voting may adjourn the meeting from time to time until a quorum is present. The directors shall act only as a Board and the individual directors shall have no power as such, except that any action which may be taken at a meeting of the Board may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the directors in office and shall be filed with the secretary of the corporation.
Section 3.10. Executive and Other Committees. The Board shall, by resolution, establish an Executive Committee and may, by resolution adopted by a majority of the directors in office, establish one or more other committees. The Executive Committee shall consist of the officers of the corporation. Any other committee of the Board shall consist of three or more directors of the corporation. Each committee of the Board shall serve at the pleasure of the Board.
The Executive Committee shall have and exercise all of the powers and authority of the Board in the management of the business and affairs of the corporation, except that the Executive Committee shall not have any power or authority as to the following:
(a) The adoption, amendment, or repeal of the Bylaws.
(b) The adoption, amendment, or repeal of the Operating Policies.
No committee of the Board, other than the Executive Committee, shall, pursuant to resolution of the Board or otherwise, exercise any of the powers or authority vested by these Bylaws or the Nonprofit Corporation Law of 1988 in the Board as such, but any other committee of the Board may make recommendations to the Board or Executive Committee concerning the exercise of such powers and authority.
The establishment of any committee of the Board and the delegation thereto of power and authority shall not alone relieve any director of this fiduciary duty to the corporation.
A majority of the directors in office designated to a committee shall be present at each meeting to constitute a quorum for the transaction of business and the acts of a majority of the directors in office designated to a committee or their replacements shall be the acts of the committee.
Each committee shall keep regular minutes of its proceedings and report such proceedings periodically to the Board.
Sections 3.07, 3.08, and 3.09 shall be applicable to committees of the Board.
Section 3.11. Administrative Officers. An Executive Director, Assistant Executive Director and Western Regional Office Manager may be employed by the Board to perform such duties as the Board may prescribe. They shall be non-voting ex-officio members of the Board and of all committees.
Section 3.12. Necessary Votes. All Board motions will require a simple majority of the voting members present to pass, unless specified differently in this document.
Section 3.13. Conference Telephone Meeting. One or more persons may participate in a meeting of the Board or of a committee of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Article IV - Officers
Section 4.01. Officers. All officers shall be active class E members as defined in Article II, Section 1 of these By-laws and shall include a President, President-Elect, immediate Past President, Secretary, Treasurer, State Representative to the National Association of Elementary School Principals, State Coordinator to the National Association of Secondary School Principals, and such other officers as may be elected in accordance with the provisions of Article V. Only one office may be held by the same person. Officers shall be directors of the corporation.
Section 4.02. Terms and Appointment. Officers shall begin their duties at the termination of the business meeting of the Annual Conference. The President-Elect shall succeed to the office of President. The Secretary and State Representative to NAESP shall each serve a three year term and be elected on an annual rotation basis, i.e., only one office to be filled at each annual election along with the office of President-Elect. The Treasurer shall be appointed by the President with approval from the Board for a three-year term to ensure continuity of the financial programs. The State Coordinator of NASSP shall also be appointed by the President with approval from the Board for a three-year term.
Section 4.03. Subordinate Officers, Committees and Agents. The Board may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws, or as the Board may from time to time determine. The Board may delegate to any officer or committee the power to retain or appoint employees or other agents and to prescribe the duties of such employees or other agents.
Section 4.04. General Powers. All officers of PAESSP, as between themselves and PAESSP shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation as may be determined by resolutions or orders of the Board, or, in the absence of controlling provisions in resolutions or orders of the Board, as may be provided in these Bylaws.
Section 4.05. Resignations. Any officer or agent may resign at any time by giving written notice to the Board, or to the President or the Secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.06. Removal. Any officer, committee member, employee or other agent of the corporation may be removed, either for or without cause, by the Board whenever in the judgment of the Board the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights of any person so removed.
Section 4.07. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Board and if the office is one for which these Bylaws prescribe a term, shall be filled for the unexpired portion of the term. In the case of a vacancy in the office of President, the President-Elect shall assume the office of President until the Board at its next regularly scheduled meeting shall appoint a successor to complete the unexpired term of President. Any appointment in this section shall require a majority vote of the Board.
Section 4.08. The President. The President shall preside at all meetings of the members of the Board. The President shall be the executive officer of the Board. The President shall sign, execute, and acknowledge, in the name of PAESSP, deeds, mortgages, bonds, contracts or other instruments, authorized by the Board except in cases where the signing and execution thereof shall be expressly delegated by the Board, or these Bylaws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him by the Board. This office will alternate between a member, who is an elementary principal, and a member who is a secondary principal. The first President shall be determined by a coin toss between the President-Elect of the two merging corporations. The winner will be the first President; the loser will be the first President-Elect.
Section 4.09. The President-Elect. The President-Elect shall perform the duties of the President in his absence and such other duties as may from time to time be assigned to him by the Board or the President.
Section 4.10. The Secretary. The Secretary or an Assistant Secretary shall attend all meetings of the Board and shall record all the votes of the directors and the minutes of the meetings of the Board and of committees of the Board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned to him by the Board or the President.
Section 4.11. The Treasurer. The Treasurer or an Assistant Treasurer shall have or provide for the custody of the funds or other property of the corporation and shall keep a separate bank account of the same to his credit as treasurer; shall collect and receive or provide for the collection and receipt of the moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his custody as treasurer in such banks or other places of deposit as the Board may from time to time designate; shall, whenever so required by the Board, render an account showing his transactions as treasurer, and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned to him by the Board or the President.
Section 4.12. Executive Director. The Executive Director of PAESSP shall be the chief executive officer of PAESSP and the official staff and advisor to, and executive agent of, the Board and its Executive Committee. The Executive Director is the administrative head of PAESSP and has full responsibility for its operation. The Executive Director shall bring to the Board such matters are as appropriate to inform the Board fully in its policy-making work. The Executive Director is responsible to the Board, and serves, ex-officio, on all its committees without vote. The Executive Director shall have general supervision over the activities and operations of PAESSP, subject, however, to the control of the Board.
Section 4.13. Officers' Bonds. Any officer shall qualify for a bond for the faithful discharge of his duties in such sum, if any, and with such surety or sureties as the Board may require. All costs and expenses associated with any such bond so required shall be paid by the corporation.
Article V – Elections
Members of the Board shall be elected by vote of eligible members in the following manner:
Section 5.01. Nominating Committee. A nominating committee of three (3) eligible members (none of who shall be a member of the Board) shall be appointed by the President to serve for one year. The names of the nominating committee shall be published in a membership publication no later than December 31.
Section 5.02. Nominations. The nominating committee shall endeavor to submit at least two names for each office to be filled. The nominees shall be from geographic sections and regions as outlined under Article III, Section 3.03(a). In the event that no nominations are received for an office, the President will fill that vacancy with an appointment approved by the Board.
Section 5.03. Ballots. The office of the Executive Director shall send ballots by mail prior to April 1 to all active and emeritus members listed on the membership roster as of February 28. Information concerning the candidates shall be included with the ballot and space shall be provided on the ballot for write-in votes. Members shall be instructed to return the ballot postmarked not later than the April Board meeting. Ballots postmarked later than the specified date will not be counted. Each eligible member shall be entitled to one vote.
Section 5.04. Plurality and Run-Off Elections. The nominating committee, appointed by the President, shall open ballots on or before the April Board meeting and certify the election to the Board. A plurality shall constitute an election. The Board shall notify the members of PAESSP in case of a tie vote in the statewide election of officers and a run-off election shall be held during the business meeting of the Annual Conference. In the event of a tie vote in the election of regional representatives, a run-off election will be held within the region prior to the Annual Conference.
Article VI – Limitation of Personal Liability of Directors; Indemnification
Section 6.01. Limitation of Personal Liability of Directors. A director of the corporation shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:
(a) the director has breached or failed to perform the duties of his or her office as defined in Section 6.02 below; and
(b) the breach of failure to perform constitutes self dealing, willful misconduct, or recklessness, as determined by the Board.
The provisions of this Section shall not apply to (a) the responsibility or liability of a director pursuant to any criminal statute; or (b) the liability of a director for the payment or nonpayment of taxes pursuant to local, state, or federal law.
Section 6.02. Standard of Care and Justifiable Reliance.
(a) A director of the corporation shall stand in a fiduciary relationship to the corporation, and shall perform his or her duties as a director, including his or her duties as a member of any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his or her duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(i) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; and
(ii) Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person; and
(iii) A committee of the Board upon which he or she does not serve, duly designated in accordance with law, as to matters within its delegated authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he or she has knowledge concerning the matter in question that would cause his or her reliance to be unwarranted.
(b) In discharging the duties of their respective positions, the Board, committees of the Board, and individual directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon persons with whom the corporation has business and other relations and upon communities which the officers or other establishments of or related to the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of subsection (a) of this Section.
(c) Absent breach of fiduciary duty, lack of good faith, or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.
Section 6.03. Indemnification in Third Party Proceedings. The corporation shall, upon a majority vote of the Board, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.
Section 6.04. Indemnification in Derivative Actions. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believes to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless and only to the extent that the Court of Common Pleas of Cumberland County or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Common Pleas or such other court shall deem proper.
Section 6.05. Mandatory Indemnification. Notwithstanding any contrary provision of the Articles or these Bylaws, to the extent that a representative of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in either Section 6.03 or 6.04 above shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.
Section 6.06. Determination of Entitlement to Indemnification. Unless ordered by a court, any indemnification under Section 6.03 or 6.04 above shall be made by the corporation only as authorized in the specific case upon determination that indemnification of the representative is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such paragraph. Such determination shall be made:
(a) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or
(b) if such a quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Section 6.07. Advancing Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board in a specific case upon receipt of an undertaking by or on behalf of the representative to repay such amount unless it shall ultimately be determined that s/he is entitled to be indemnified by the corporation as authorized in this Article VI.
Section 6.08. Indemnification of Former Representatives. Each such indemnity may continue as to a person who has ceased to be a representative of the corporation and may inure to the benefit of the heirs, executors and administrators of such person.
Section 6.09. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any capacity or arising out of such person’s status as such, whether or not the corporation would otherwise have the power to indemnify such person against such liability.
Section 6.10. Reliance on Provisions. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
Article VII - Meetings
Section 7.01. Meetings. PAESSP shall hold such meetings as are deemed necessary by the President or the Board.
Section 7.02. Annual Meeting. There shall be an annual organization meeting of the general membership held each year at PAESSP’s Annual Conference. Notice of the Annual Meeting shall be given to each member at least five calendar days before the time the meeting is held and shall state the time and date of the meeting.
Section 7.03. Proxy Votes. Members shall be permitted to vote by proxy as provided in this paragraph. The presence of or vote or other action at a meeting of members, or the expression of consent or dissent to corporate action in writing, by a proxy of a member shall constitute the presence of, or vote or action by, or written consent or dissent of such member. Every proxy shall be executed in writing by the member or by his duly authorized attorney in fact and filed with the secretary of the corporation. A proxy shall be revocable at will, not withstanding any other agreement or any provision in the proxy to the contrary, but the revocation of a proxy shall not be effective until notice thereof has been given to the secretary of the corporation. No unrevoked proxy shall be valid after eleven (11) months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall proxy be voted on after three years from the date of its execution. A proxy shall not be revoked by the death or incapacity of the maker unless before the vote is counted or the authority is exercised, written notice of such death or incapacity is given to the secretary of the corporation.
Section 7.04. Majority Vote. A majority of those members present shall be required for the transaction of the business at the annual or a special meeting.
Article VIII – Notice/Waivers
Section 8.01. Notice, What Constitutes. Whenever written notice is required to be given to any person under the provisions of the Articles, these Bylaws, or the Nonprofit Corporation Law of 1988, it may be given to such person, either personally or by sending a copy thereof by bulk mail, postage prepaid, to his address supplied by him to the corporation for the purpose of notice. If the notice is sent by mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail. A notice of meeting shall specify the place, day, and hour of the meeting and any other information required by law or these Bylaws.
When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transaction at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken.
Section 8.02. Waivers of Notice. Whenever any written notice is required to be given under the provisions of the Articles, these Bylaws, or the Nonprofit Corporation Law of 1988, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article IX -- Fiscal Year and Dues
Section 9.01. Fiscal Year. The fiscal year of PAESSP shall be July 1 to June 30.
Section 9.02. Dues. Dues shall be established annually at a regular meeting of the Board to meet the financial obligations of PAESSP. Such action must be approved by a simple majority vote of the total membership of the Board.
Article X - Parliamentary Procedures
Section 10.01. Robert's Rules. Robert’s Rules of Order shall govern in all meetings of PAESSP.
Section 10.02. Parliamentarian. The President shall appoint a Parliamentarian to serve at the business meetings of PAESSP.
Article XI - Amendments
Section 11.01. Amendments. These Bylaws may be amended at any meeting of the Board by a two-thirds vote of the members present and voting. All amendments that are approved will become effective immediately unless otherwise stipulated.
Article XII - Miscellaneous
Section 12.01. Corporate Seal. The corporation shall have a corporate seal in the form of a circle containing the name of the corporation, the year of incorporation and such other details as may be approved by the Board.
Section 12.02. Checks. All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the Board may from time to time designate.
Section 12.03. Contracts. Except as otherwise provided in these Bylaws, the Board may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 12.04. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the Board may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the Board shall from time to time determine.
Section 12.05. Annual Report of the Board. The Board may direct the President and Treasurer to present at the Annual meeting a report showing in appropriate detail the following:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year immediately preceding the date of the report.
(b) The principal changes in assets and liabilities including trust funds, during the year immediately preceding the date of the report.
(c) The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
(d) The expenses or disbursements of the corporation, for both general and restricted purposes, during the year immediately preceding the date of the report, including separate data with respect to each trust fund held by or for the corporation.
Article XIII - Implementation
Section 13.03. Effective. These Bylaws shall become effective immediately upon the effective date of the merger or before that date by a majority vote of the directors in office of the PAESP and PASSP.