Proposed Bylaws Amendment


Proposed for adoption effective October 15, 2017

Notice – All Eligible Voting Members

Proposed Bylaws Amendment Questionnaire

The PSIA-E Board of Directors has proposed the following Bylaws amendments for your consideration and feedback. The proposed Bylaws amendments will be voted on by the Board of Directors at their October 15, 2017 meeting for immediate adoption.

Amendment Process: This notice meets the Bylaws requirement to notify the membership prior to any final Board action on the Bylaws, and includes the opportunity for your feedback as a member. Final Board action will take into account the response received from the voting membership. Eight (8) affirmative Board votes are required to amend the Bylaws.

Please return any objection to the proposed Bylaws change via e-mail to no later than October 10, 2017.

Reason for amendments: This is something that we currently do not have nor is there any reference to in our Bylaws yet is an important committee for many trade and professional organizations. A governance committee is one of the most influential standing committees of the board.

Some specific duties of a governance committee include assessing the board’s current composition and identifying missing qualities and characteristics, drafting a recruitment plan and continuously cultivating new prospects, evaluation and monitoring of governance structures and processes, including policy development and processes for Board monitoring/oversight of operations identification and recruitment of external resources/experts to assist the Board in its governance role and responsibilities identification and development of recommendations on Board conflict of interest and discipline bylaws, policies and processes.


New Proposed Bylaws Section:


(a) Composition: The Governance Committee shall be comprised of the Association Vice President, the Immediate Past President and additional Board members as recommended by the President and ratified by the Board. Members shall be appointed annually, shall serve until a member’s successor is duly elected and qualified or until resignation or removal. The Chair shall be recommended by the President and ratified by the Board on an annual basis. The Executive Director shall be an ex officio member.

(b) Purpose and Responsibilities: The purpose of the Governance Committee is to assist and advise the Board of Directors on matters of Association volunteer leadership development, nominations and election, succession, Bylaws and policy development and compliance. The Committee shall have the following duties and responsibilities:

  1. Conduct evaluations of the association Mission and Vision Statements as requested by the Board.
  2. Conduct evaluations of the association Bylaws as requested by the Board.
  3. Conduct reviews of the association operating policies (conflict-of-interest, document retention, ethics, whistle-blower, etc.).
  4. Oversee Board orientation and ongoing Board development to ensure that the composition of the Board (a) reflects the demographics of the membership served and (b) provides the particular talents, experience and knowledge needed to accomplish the strategic plan.
  5. Make recommendations to the Board on candidates for open Board seats.

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