Rev. May 2011

ARTICLE I — NAME AND OFFICE

Sec­tion 1. The name of this orga­ni­za­tion shall be the “Pub­lic­ity Club of Chicago.”

Sec­tion 2. The Pub­lic­ity Club of Chicago (referred to herein as “PCC” or the “Asso­ci­a­tion”) is a 501© 6 Illi­nois not-for-profit Asso­ci­a­tion whose prin­ci­pal office shall be in the Chicago, Illi­nois, area at a loca­tion des­ig­nated by the Board of Direc­tors. The Asso­ci­a­tion shall also have and con­tin­u­ously main­tain a reg­is­tered office in the State of Illi­nois. The address of the reg­is­tered office shall be iden­ti­cal with the office of the Reg­is­tered Agent of the Asso­ci­a­tion. The Board of Direc­tors may from time to time change the address of its reg­is­tered office by duly adopted res­o­lu­tion and sub­mis­sion of the appro­pri­ate state­ment to the office of the Illi­nois Sec­re­tary of State.

ARTICLE II — PURPOSE

Sec­tion 1. PCC is the prac­ti­cal resource for pro­vid­ing the tools, tech­nol­ogy and tac­tics Chicago-area pro­fes­sional com­mu­ni­ca­tors need to imple­ment high-quality com­mu­ni­ca­tions pro­grams and to excel in pub­lic relations.

ARTICLE III — MEMBERSHIP

Sec­tion 1. — Eligibility.

a. Any per­son shall be eli­gi­ble for Mem­ber­ship in PCC if the per­son meets the mem­ber­ship require­ments spec­i­fied in Arti­cle III, Sec­tion 2.

b. Except as expressly pro­vided in Arti­cle III, Sec­tion 2 below, Mem­bers shall be elected by a major­ity vote of the Board of Directors.

c. For the pur­poses of these Bylaws, “pub­lic rela­tions” includes deter­min­ing pub­lic opin­ion, coun­sel­ing man­age­ment on com­mu­ni­ca­tions activ­i­ties, con­duct­ing pro­grams to affect pub­lic opin­ion and/or pol­icy, and man­ag­ing the related per­son­nel and resources.

Sec­tion 2. — Mem­ber­ship Categories.

a. Mem­ber­ship shall be for per­sons who, regard­less of orga­ni­za­tional title, are work­ing at a paid, pro­fes­sional level (includ­ing intern­ships) in pub­lic rela­tions, mar­ket­ing and/or inte­grated com­mu­ni­ca­tions ser­vices and who (i) devotes either a min­i­mum of fifty per­cent (50%) of cur­rent work­ing time to the pub­lic rela­tions, mar­ket­ing and/or inte­grated com­mu­ni­ca­tions ser­vices pro­fes­sion; or, (ii) is an inte­grated mar­ket­ing pro­fes­sional whose pub­lic rela­tions activ­i­ties rep­re­sent a major­ity of their respon­si­bil­i­ties. Mem­bers shall be eli­gi­ble to vote and hold office.

c. Cor­po­rate Mem­ber­ship shall be open to any orga­ni­za­tion that pro­vides pub­lic rela­tions, mar­ket­ing and/or inte­grated com­mu­ni­ca­tions ser­vices. This cat­e­gory is also open to indi­vid­u­als whose com­pa­nies have a twenty-five (25) per­cent or more client rep­re­sen­ta­tion in the afore­men­tioned cat­e­gories. Cor­po­rate Mem­bers shall be eli­gi­ble to vote, pro­vided that the Cor­po­rate Mem­ber can cast only one vote. This shall not pre­vent an employee of a Cor­po­rate Mem­ber who is also indi­vid­ual Mem­ber from vot­ing. An employee of a Cor­po­rate Mem­ber may serve on the Board of Direc­tors and hold office, if nom­i­nated and elected as pro­vided by these Bylaws, pro­vided that only one employee of a Cor­po­rate Mem­ber may serve on the Board of Direc­tors or hold an office dur­ing any term.

d. Stu­dent Mem­ber­ship shall be open to any per­son who is a full-time grad­u­ate or under­grad­u­ate stu­dent major­ing in com­mu­ni­ca­tions, Eng­lish, jour­nal­ism or pub­lic rela­tions, and who has com­pleted two (2) full years of col­lege edu­ca­tion. Stu­dent Mem­bers may not vote or hold office.

e. Life Mem­ber­ship shall be requested in writ­ing from the poten­tial Life Mem­ber to the Board of Direc­tors and granted by vote of the Board of Direc­tors. A Mem­ber is eli­gi­ble to be a Life Mem­ber if the Mem­ber has been in good stand­ing for at least twenty-five (25) years, whether con­sec­u­tive or not. Mem­ber­ship dues for Life Mem­bers will be sub­ject to a dis­count as com­pared to dues for Mem­bers in an amount to be deter­mined by the Board. Life Mem­bers shall enjoy all the rights and priv­i­leges of Mem­bers and, upon attain­ing the age of sixty (60) years, Life Mem­bers may become Retired Mem­bers upon writ­ten request from the poten­tial Life Mem­ber to the Board of Directors.

f. Retired Mem­ber­ship shall be open to any Mem­ber in good stand­ing who shall reach the age of sixty (60) years and has retired pro­fes­sion­ally from full-time pub­lic rela­tions, mar­ket­ing and/or inte­grated com­mu­ni­ca­tions ser­vices. Retired Mem­bers may not vote or hold office. Mem­ber­ship dues may be waived at the dis­cre­tion of the Board.

g. Hon­orary Mem­ber­ship shall be open to any per­son who pro­motes the pro­fes­sion of pub­lic rela­tions, mar­ket­ing and/or inte­grated com­mu­ni­ca­tions ser­vices and who is not eli­gi­ble for Mem­ber­ship. The Board shall select and approve such Mem­bers by a two-thirds vote. Hon­orary Mem­bers may not vote or hold office.

h. Pro­fes­sional Sup­plier Mem­ber­ship shall be open to any per­son employed by a ven­dor of goods or ser­vices to mem­bers of the pub­lic rela­tions, mar­ket­ing and/or inte­grated com­mu­ni­ca­tions ser­vices pro­fes­sions. Pro­fes­sional Sup­plier Mem­bers may not vote. Pro­fes­sional Sup­plier Mem­bers may serve on the Board of Direc­tors and hold office, with the excep­tion of Pres­i­dent. No more than two (2) Pro­fes­sional Sup­plier Mem­bers may serve on the Board of Direc­tors dur­ing any term, and only one Pro­fes­sional Sup­plier Mem­ber from the same orga­ni­za­tion may serve on the Board of Direc­tors and hold office dur­ing any term.

Sec­tion 3. — Code of Ethics. PCC Mem­bers shall abide by a Code of Ethics as estab­lished by a com­mit­tee of past Pres­i­dents and the Board of Directors.

Sec­tion 4. — Dues.

a. The annual dues for each Mem­ber of PCC shall be deter­mined from time to time by the Board of Direc­tors. Any changes to dues shall become effec­tive at the begin­ning of the cal­en­dar year fol­low­ing their adop­tion, unless oth­er­wise spec­i­fied by the Board of Directors.

b. Mem­bers who fail to pay their dues within thirty (30) days from the time in which they become due shall be so noti­fied that Mem­ber­ship will lapse for non-payment of dues, and if pay­ment is not made within the suc­ceed­ing thirty (30) days, with­out fur­ther notice and with­out hear­ing, the Mem­ber­ship of the Mem­ber will be ter­mi­nated and there­upon the Mem­ber will for­feit all rights and priv­i­leges of Mem­ber­ship. PCC is not respon­si­ble should delin­quent payment(s) result in omis­sion of a list­ing in the Mem­ber­ship Directory.

Sec­tion 5. — Ter­mi­na­tion and Res­ig­na­tion of Membership.

a. A Mem­ber who fails to com­ply with the Bylaws of the Asso­ci­a­tion shall be sub­ject to expul­sion or sus­pen­sion by a two-thirds major­ity of the Board of Direc­tors, pro­vided that such Mem­ber is given notice of the meet­ing at which the ques­tion of sus­pen­sion or expul­sion will be dis­cussed. The Mem­ber shall have the right to appear, in per­son and/or through a rep­re­sen­ta­tive, and be heard at such meet­ing by the Board of Direc­tors before a final vote on the ques­tion of such sus­pen­sion or expul­sion shall be taken.

b. A Mem­ber who wishes to resign from PCC shall give notice of inten­tion to resign in writ­ing to the Sec­re­tary. No Mem­ber shall be per­mit­ted to resign in good stand­ing whose dues are in arrears for more than sixty (60) days unless and until such arrears have been paid.

c. Upon writ­ten request to the Board of Direc­tors signed by a for­mer Mem­ber and filed with the Pres­i­dent or the Sec­re­tary, the Board of Direc­tors may, by the affir­ma­tive vote of two-thirds major­ity of the Board of Direc­tors, rein­state such for­mer Mem­ber to Mem­ber­ship upon such terms as the Board of Direc­tors may deem appro­pri­ate, includ­ing, with­out lim­i­ta­tion, the pay­ment of any past amounts owed to the Asso­ci­a­tion by the Member.

Sec­tion 6. — Trans­fer of Mem­ber­ship. Paid Mem­ber­ship in good stand­ing in this Asso­ci­a­tion is trans­fer­able or assign­a­ble to a Mem­ber from the same orga­ni­za­tion and in the same mem­ber­ship cat­e­gory as spec­i­fied in Arti­cle III, Sec­tion 2 above.

ARTICLE IV — OFFICERS

Sec­tion 1. — Com­po­si­tion. The Offi­cers of PCC shall be a Pres­i­dent, a Vice Pres­i­dent, , a Sec­re­tary and a Trea­surer, all of whom shall be Mem­bers of the Asso­ci­a­tion. The Board of Direc­tors may elect or appoint such other Offi­cers, includ­ing, with­out lim­i­ta­tion, one or more Assis­tant Sec­re­taries and one or more Assis­tant Trea­sur­ers, as it shall deem desir­able. Such Offi­cers to have the author­ity and per­form the duties pre­scribed, from time to time, by the Board of Directors.

Sec­tion 2. — Nom­i­na­tion and Election.

a. The out­go­ing Pres­i­dent shall call a Board meet­ing in June, or as may be pre­scribed by the Board of Direc­tors, for the pur­pose of nom­i­nat­ing and elect­ing Offi­cers of the Association.

b. In the event of fail­ure of the out­go­ing Pres­i­dent to call such a meet­ing, then any three (3) Direc­tors on the Board shall issue the call, giv­ing all Direc­tors at least seven (7) days notice, stat­ing time and place of said Board meeting.

c. At said Board meet­ing, there shall be nom­i­nated and elected in sequence the , Vice Pres­i­dent, the Sec­re­tary and the Trea­surer. All nom­i­na­tions shall be made and sec­onded from the floor for each office. No Mem­ber may be elected an Offi­cer unless he/she has served a min­i­mum of one (1) year on, and after Decem­ber 31 will be serv­ing on, the Board of Directors.

d. The office of Pres­i­dent shall not be filled by elec­tion at the annual Board meet­ing, but rather shall occur through auto­matic suc­ces­sion from the office of Vice Pres­i­dent, unless the Vice Pres­i­dent chooses not to serve or is oth­er­wise inel­i­gi­ble to serve, in which event, the office of Vice Pres­i­dent will be nom­i­nated and elected in the same man­ner as the other offi­cers. The office of Pres­i­dent may only be filled by a Mem­ber who is serv­ing on the Board of Direc­tors at the time of elec­tion and who must, by the end of the cur­rent PCC year, have served on the Board of Direc­tors a min­i­mum of two (2) years and one (1) year as an Offi­cer (other than the Pres­i­dent). Pro­fes­sional Sup­plier Mem­bers rep­re­sent­ing are inel­i­gi­ble to serve as President.

e. No Mem­ber may hold more than one (1) office at any given time.

Sec­tion 3. — Term of Office.

a. All Offi­cers shall be elected for a term of one (1) year. Each Offi­cer shall hold office until his or her suc­ces­sor shall have been duly elected and shall have qualified.

b. The term of office for all Offi­cers shall be from the date of Jan­u­ary 1 until Decem­ber 31.

c. No Mem­ber may be elected or appointed to serve more than two (2) con­sec­u­tive terms in the same office.

Sec­tion 4. — Offi­cer Vacancies.

a. In the event the office of Pres­i­dent becomes vacant, the Vice Pres­i­dent shall become Pres­i­dent for the remain­der of the term of office. The office of Vice Pres­i­dent shall be filled by major­ity vote of the Board of Direc­tors. This does not count against the two-term limit in Arti­cle IV(3)c herein.

b. In the event any office other than the Pres­i­dency becomes vacant, such vacancy shall be filled for the unex­pired por­tion of the term by a two-thirds major­ity vote of the Board of Direc­tors at the ear­li­est Board meet­ing fol­low­ing notice of vacancy.

Sec­tion 5. — Duties of Officers.

a. Pres­i­dent: The Pres­i­dent shall be the exec­u­tive Offi­cer of PCC, ex-officio Mem­ber of all com­mit­tees except the Nom­i­nat­ing Com­mit­tee, and shall pre­side at all meet­ings of the Board, Exec­u­tive Com­mit­tee and Mem­ber­ship. The Pres­i­dent shall appoint the chairs of com­mit­tees. The Pres­i­dent is respon­si­ble for approval of monthly account­ing reports from the Trea­surer to the Exec­u­tive Com­mit­tee. The Pres­i­dent may sign, with the Sec­re­tary or any other proper Offi­cer of the Asso­ci­a­tion autho­rized by the Board of Direc­tors, any deeds, mort­gages, bonds, con­tracts, or other instru­ments which the Board of Direc­tors has autho­rized to be exe­cuted, except in cases where the sign­ing and exe­cu­tion thereof shall be expressly del­e­gated by the Board of Direc­tors or by these Bylaws or by statute to some other Offi­cer or agent of the Asso­ci­a­tion; and in gen­eral he/she shall per­form all duties inci­dent to the office of Pres­i­dent and such other duties as may be pre­scribed by the Board of Direc­tors from time to time.

b. Vice Pres­i­dent: The Vice Pres­i­dent shall, in the event of the absence or inabil­ity of the Pres­i­dent to exer­cise his/her office, serve as act­ing Pres­i­dent of the orga­ni­za­tion with all the rights, priv­i­leges and pow­ers as if the Vice Pres­i­dent had been the duly elected Pres­i­dent, includ­ing, with­out lim­i­ta­tion, pre­sid­ing at Board meet­ings in the absence of the Pres­i­dent. The Vice Pres­i­dent shall be a Mem­ber of the Exec­u­tive Committee.

c. Sec­re­tary: The Sec­re­tary shall keep records of all pro­ceed­ings of the Board, Exec­u­tive Com­mit­tee, and the Mem­ber­ship. The Sec­re­tary or his/her designee shall be respon­si­ble for the offi­cial PCC cor­re­spon­dence, the record­ing of the names and addresses of PCC Mem­bers in good stand­ing, and the mail­ing of all notices of meet­ings (with the excep­tion of Mem­ber­ship meet­ings) and other mat­ters of offi­cial char­ac­ter per­tain­ing to PCC. The Sec­re­tary shall be a Mem­ber of the Exec­u­tive Committee.

d. Trea­surer: The Trea­surer shall be respon­si­ble for record­ing the rev­enue pro­duced by dues, fees and other monies due PCC and the pay­ment of all debts owed by PCC, includ­ing sat­is­fy­ing any PCC tax oblig­a­tions in accor­dance with their fil­ing date. The Trea­surer shall be a Mem­ber of the Exec­u­tive Com­mit­tee, report­ing to the Board at each Board meet­ing. The Trea­surer shall work with accoun­tants and/or book­keep­ers hired by the Board and pro­vide account­ing details to the Pres­i­dent and the Exec­u­tive Com­mit­tee. The Trea­surer also is respon­si­ble for work­ing with the Exec­u­tive Com­mit­tee to set an annual bud­get for Board approval as well as pro­duc­ing an annual writ­ten finan­cial report to the Board. The Trea­surer may sign checks as an Offi­cer autho­rized to do so by the Board of Directors.

e. All Offi­cers: All Offi­cers shall serve with­out pay and shall nei­ther be eli­gi­ble for nor receive any com­pen­sa­tion from the Asso­ci­a­tion for duties other than as a Direc­tor or Offi­cer. Offi­cers will per­form all other duties inci­dent to their offices or as may be pre­scribed by the Board of Direc­tors or these Bylaws.

ARTICLE V – BOARD OF DIRECTORS

Sec­tion 1. — Com­po­si­tion. The Board of Direc­tors shall con­sist of a min­i­mum of 10 (ten) and a max­i­mum of fif­teen (15) elected Mem­bers and the Imme­di­ate Past Pres­i­dent, who shall serve as a vot­ing Mem­ber. Only one Mem­ber from the same orga­ni­za­tion may serve on the Board of Direc­tors and hold office dur­ing any term.

Sec­tion 2. — Nom­i­na­tion and Election.

a. A Nom­i­nat­ing Com­mit­tee shall select nom­i­nees for the Board of Direc­tors from Mem­bers. A nom­i­nee must have served or be serv­ing on at least one (1) PCC committee.

b. The Nom­i­nat­ing Com­mit­tee shall announce the names of can­di­dates to the Board of Direc­tors and shall direct the Sec­re­tary to announce the slate to the gen­eral Mem­ber­ship with infor­ma­tion on the pro­ce­dures for nom­i­nat­ing those who ful­fill Board Mem­ber­ship require­ments through­out the Mem­ber­ship year.

c. Any Mem­ber may become a can­di­date for the Board of Direc­tors by fil­ing a peti­tion signed by ten (10) Mem­bers with the Nom­i­nat­ing Com­mit­tee Chair. At least 30 days shall be allowed for nom­i­na­tion by peti­tion from the Membership.

d. The Com­mit­tee shall con­duct a mail, fac­sim­ile and/or elec­tronic mail bal­lot in which each Mem­ber shall have one vote to cast for each Direc­tor posi­tion avail­able. The bal­lot shall state those rec­om­mended by the Com­mit­tee and those rec­om­mended by peti­tion. Can­di­dates receiv­ing the high­est num­ber of votes for each open posi­tion shall be declared elected.

e. If no nom­i­na­tions are made by peti­tion, the Sec­re­tary shall cast a unan­i­mous bal­lot upon major­ity vote by the Board of Direc­tors for the can­di­dates of the Committee.

f. The results of the elec­tion shall be announced no later than the next meet­ing of the Board fol­low­ing the election.

Sec­tion 3. — Term of Office.

a. A full term of office for all Board Mem­bers shall be two (2) years begin­ning Jan­u­ary 1. An excep­tion may occur when a for­mer or out­go­ing Board Mem­ber is elected to com­plete the term of an out­go­ing Board Member.

b. A Direc­tor may not be elected for more than three (3) con­sec­u­tive full terms. For­mer Board Mem­bers who have served three (3) con­sec­u­tive full terms may be re-elected after an interim of at least one (1) year. An excep­tion may occur when a for­mer or out­go­ing Board Mem­ber is elected to com­plete the term of an out­go­ing Board Member.

Sec­tion 4. — Vacancies.

In the event of a vacancy on the Board, the Board shall at its next reg­u­larly sched­uled meet­ing, nom­i­nate and elect a suc­ces­sor to fill the unex­pired term.

Sec­tion 5. — Duties of the Board of Directors.

a. The affairs of PCC shall be man­aged by its Board of Directors.

b. All Direc­tors shall serve with­out pay and shall nei­ther be eli­gi­ble for nor receive any com­pen­sa­tion from the Asso­ci­a­tion for duties other than as a Direc­tor or Offi­cer. Board Mem­bers who are absent for three (3) meet­ings in any Club year may for­feit Board Mem­ber­ship by a vote of a two-thirds major­ity of the Board of Directors.

c. The Board is autho­rized to hire an Exec­u­tive Direc­tor or an Admin­is­tra­tor and such other inde­pen­dent con­trac­tors as are deemed nec­es­sary by the Board. Duties and respon­si­bil­i­ties of all inde­pen­dent con­trac­tors shall be fixed by the Pres­i­dent with the advice and con­sent of the Board.

d. Direc­tors who do not attend three (3) reg­u­lar Board meet­ings in a twelve (12) month period may be deemed inel­i­gi­ble to serve on the Board, unless any excess absences are excused by the President.

Sec­tion 6. — Mail, Phone, Fac­sim­ile or Other Elec­tronic Com­mu­ni­ca­tions Bal­lots. Any action which may be taken at a meet­ing of the Board of Direc­tors may be taken by mail, phone, fax or other elec­tronic com­mu­ni­ca­tions ballot.

Sec­tion 7. — Tele­phonic Meet­ings. Direc­tors may par­tic­i­pate in and act at any meet­ing of the Board of Direc­tors through the use of a con­fer­ence tele­phone or other com­mu­ni­ca­tions equip­ment by means of which all per­sons par­tic­i­pat­ing in the meet­ing can com­mu­ni­cate with each other. Par­tic­i­pa­tion in such meet­ing shall con­sti­tute atten­dance and pres­ence in per­son at the meet­ing of the per­son or per­sons so par­tic­i­pat­ing. Par­tic­i­pa­tion in reg­u­lar Board meet­ings by tele­phone shall be lim­ited to two (2) meet­ings per Asso­ci­a­tion year.

Sec­tion 8. — Notice and Pur­pose of Meet­ings: Notice of the time, place and pur­pose of any meet­ing of the Board of Direc­tors shall be given at least three days in advance thereof by a method of com­mu­ni­ca­tion approved by these Bylaws. Any Direc­tor may waive notice of any meet­ing. The atten­dance of a Direc­tor at any meet­ing shall con­sti­tute a waiver of notice thereof, except where a Direc­tor attends a meet­ing for the express pur­pose of object­ing to the trans­ac­tion of any busi­ness because the meet­ing is not law­fully called or con­vened. Nei­ther the busi­ness to be trans­acted at, nor the pur­pose of, any reg­u­lar or spe­cial meet­ing of the Board need be spec­i­fied in the notice or waiver of notice of such meet­ing, except that the pur­pose of a spe­cial meet­ing to con­sider removal of a Direc­tor must be stated in the notice of meeting.

Sec­tion 9. — Man­ner of Act­ing. Except as may be pro­vided oth­er­wise in these Bylaws, the act of the major­ity of the Direc­tors present at a meet­ing of the Board of Direc­tors at which a quo­rum is present shall be the act of the Board of Direc­tors. Direc­tors may meet with­out a quo­rum, but may not vote on Asso­ci­a­tion mat­ters until a quo­rum is present, includ­ing Direc­tors par­tic­i­pat­ing by tele­phone or any other com­mu­ni­ca­tions equip­ment approved by these Bylaws.

ARTICLE VI — COMMITTEES

Sec­tion 1. — Author­ity. All com­mit­tees of PCC derive their author­ity from and are respon­si­ble to the Board of Direc­tors with the excep­tion of the Nom­i­nat­ing Com­mit­tee. Each com­mit­tee is expected to con­duct its busi­ness and carry out its func­tion in keep­ing with the pro­vi­sions of these Bylaws. The des­ig­na­tion and appoint­ment of any com­mit­tee and the del­e­ga­tion thereto of author­ity shall not oper­ate to relieve the Board of Direc­tors, or any indi­vid­ual Direc­tor, of any respon­si­bil­ity imposed upon it or him/her by law.

Sec­tion 2. — Stand­ing Com­mit­tees. The fol­low­ing stand­ing com­mit­tees, to con­sist of a min­i­mum of two (2) or more Direc­tors and as many Mem­bers as deter­mined by Board, or if not deter­mined by the Board, then by the chair of the com­mit­tee, are hereby estab­lished. The chair of each com­mit­tee (with the excep­tion of the Exec­u­tive Com­mit­tee) shall be appointed by the Pres­i­dent with advice of the Exec­u­tive Committee.

1. a. Exec­u­tive Com­mit­tee. The Exec­u­tive Com­mit­tee shall con­sist of the Pres­i­dent, the Vice Pres­i­dent, the Sec­re­tary, the Trea­surer and such other Board mem­bers as the Pres­i­dent may appoint in his/her dis­cre­tion. At the call of the Pres­i­dent, or any three (3) Offi­cers, this Com­mit­tee shall meet to con­sider ways and means to bet­ter imple­ment such PCC mat­ters as require study and delib­er­a­tion or imme­di­ate action. The Exec­u­tive Com­mit­tee shall have and may exer­cise, when the Board of Direc­tors is not in ses­sion, all the pow­ers of the Board in the man­age­ment and busi­ness affairs of the Asso­ci­a­tion, except that the Exec­u­tive Com­mit­tee shall not have power to fill vacan­cies on the Board of Direc­tors or to amend the Bylaws of the Asso­ci­a­tion. Any such action by this Com­mit­tee shall be fully reported to the Board for approval at its next meet­ing, and no action by this Com­mit­tee may be con­trary to these Bylaws or the cur­rent poli­cies and pro­ce­dures of the Association.
2. b. Mem­ber­ship Com­mit­tee. The Mem­ber­ship Com­mit­tee shall study ways to increase qual­i­fied Mem­ber­ship and shall review appli­ca­tions for Mem­ber­ship, deter­mine eli­gi­bil­ity for pre­sen­ta­tion with rec­om­men­da­tions to the Board, and present can­di­dates for Mem­ber­ship to the Board.
3. c. Edu­ca­tion Com­mit­tee. The Edu­ca­tion Com­mit­tee shall deter­mine PCC edu­ca­tional events includ­ing con­tent, speak­ers, loca­tion, pro­mo­tion and budget.
4. d. Golden Trum­pet Awards Com­mit­tee. The Golden Trum­pet Awards Com­mit­tee shall be respon­si­ble for judg­ing and con­duct­ing the annual PCC awards pro­gram, deter­min­ing the num­ber of awards and the cat­e­gories in which they will be offered.
5. e. Pro­gram Com­mit­tee: The Pro­gram Com­mit­tee shall be respon­si­ble for host­ing the Club’s monthly lun­cheons and invit­ing speak­ers for the luncheons.
6. f. Com­mu­ni­ca­tions: The Com­mu­ni­ca­tions Com­mit­tee shall be respon­si­ble for all com­mu­ni­ca­tions regard­ing the Asso­ci­a­tion, includ­ing, with­out lim­i­ta­tion, pub­li­ciz­ing and writ­ing pro­mo­tional copy for the Club’s monthly luncheons.
7. g. Nom­i­nat­ing Com­mit­tee: The chair of the Nom­i­nat­ing Com­mit­tee shall be the Imme­di­ate Past Pres­i­dent or, if unable to serve, a Past Pres­i­dent. The Nom­i­nat­ing Com­mit­tee shall be appointed by the Pres­i­dent with the approval of the Board of Direc­tors and shall con­sist of at least five (5) mem­bers: one (1) past Pres­i­dent, two (2) Direc­tors not stand­ing for re-election and two (2) Mem­bers and/or Life Mem­bers in good stand­ing not cur­rently on the Board. No mem­ber may serve on this Com­mit­tee for two (2) con­sec­u­tive years. No mem­ber of the Nom­i­nat­ing Com­mit­tee may be elected or appointed to the Board.

Sec­tion 3. — Spe­cial Com­mit­tees. The Pres­i­dent, with the approval of the Board of Direc­tors, shall appoint such spe­cial com­mit­tees or task forces as are nec­es­sary and which are not in con­flict with other pro­vi­sions of these Bylaws, and the duties of any such spe­cial com­mit­tees or task forces shall be pre­scribed by the Board of Direc­tors upon their appoint­ment. Spe­cial com­mit­tees or task forces may cover top­ics includ­ing, but not lim­ited to, PCC Bylaws, long-range plan­ning, pub­li­ca­tions and nominating.

Sec­tion 4. — Chair Vacan­cies. In the event of the res­ig­na­tion, death, removal or dis­qual­i­fi­ca­tion of a com­mit­tee chair appointed by the Pres­i­dent, the lat­ter shall appoint a suc­ces­sor. If there is a clear, just and suf­fi­cient cause, the Pres­i­dent may remove a com­mit­tee chair and name a suc­ces­sor, or the Board of Direc­tors may, by a vote of two-thirds major­ity of the Direc­tors present and vot­ing, remove a com­mit­tee chair.

ARTICLE VII – BOARD MEETINGS

Sec­tion 1. — Monthly. The Monthly Meet­ings of the PCC Board of Direc­tors shall be held each month at such time and place as shall be des­ig­nated by the Board.

Sec­tion 2. — Annual. The Annual Meet­ing of the Board of Direc­tors shall be held each year at such time and place as shall be des­ig­nated by the Board of Direc­tors. Fail­ure to hold the Annual Meet­ing at the des­ig­nated time shall not work a for­fei­ture or dis­so­lu­tion of the Asso­ci­a­tion nor affect the valid­ity of cor­po­rate action.

Sec­tion 3. — Spe­cial Meet­ings. Spe­cial meet­ings of Board of Direc­tors may be called at any time by the Pres­i­dent with the con­sent of two (2) Offi­cers, or by any four (4) Direc­tors, or by five per­cent (5%) of the vot­ing Mem­bers. No busi­ness other than that spec­i­fied for the spe­cial meet­ing shall be transacted.

Sec­tion 4. — Quo­rum. At an annual or spe­cial meet­ing of the Board of Direc­tors, a quo­rum shall con­sist of one third of directors.

ARTICLE VIII — CONTRACTS, LOANS, CHECKS, DEPOSITS, SALARIES AND GIFTS

Sec­tion 1. – Con­tracts. The Board of Direc­tors may autho­rize any Offi­cer or agent of the Asso­ci­a­tion, in addi­tion to the Offi­cers so autho­rized by these Bylaws, to enter into any con­tract or sign any instru­ment in the name of the Asso­ci­a­tion, and such author­ity may be gen­eral or con­fined to spe­cific instances.

Sec­tion 2. – Bor­row­ing. No loan shall be con­tracted on behalf of the Asso­ci­a­tion and no evi­dence of indebt­ed­ness shall be issued unless autho­rized by a res­o­lu­tion of the Board of Direc­tors. Such author­ity may be gen­eral or con­fined to spe­cific instances.

Sec­tion 3. – Checks and Drafts. All checks, drafts or other orders for the pay­ment of money, notes or other evi­dences of indebt­ed­ness (issued in the name of the Asso­ci­a­tion) shall be signed by such Offi­cers or agents of the Asso­ci­a­tion as shall from time to time be deter­mined by the Board of Direc­tors. In the absence of such deter­mi­na­tion by the Board, such instru­ments shall be signed by the Trea­surer and coun­ter­signed by the Pres­i­dent or an Exec­u­tive Com­mit­tee Member.

Sec­tion 4. – Deposits. All funds of the Asso­ci­a­tion shall be deposited from time to time to the credit of the Asso­ci­a­tion in such banks, trust com­pa­nies or other depos­i­to­ries as the Board of Direc­tors may select.

Sec­tion 5. – Com­pen­sa­tion. The Exec­u­tive Com­mit­tee shall hire and fix the com­pen­sa­tion of any and all employ­ees and/or inde­pen­dent con­trac­tors which they in their dis­cre­tion may deter­mine to be nec­es­sary for the con­duct of the busi­ness of the organization.

Sec­tion 6. – Gifts. The Board of Direc­tors may accept on behalf of the Asso­ci­a­tion any con­tri­bu­tion, gift, bequest or devise for the gen­eral pur­poses or for any spe­cial pur­pose of the Association.

ARTICLE IX — AMENDMENTS

The power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the Board of Direc­tors. Such action may be taken at a reg­u­lar or spe­cial Board meet­ing for which writ­ten notice of the pur­pose shall be given. The Bylaws may con­tain any pro­vi­sions for the reg­u­la­tion and man­age­ment of the affairs of the Asso­ci­a­tion not incon­sis­tent with law or the arti­cles of incorporation.

ARTICLE X — MISCELLANEOUS

Sec­tion 1. — Dis­so­lu­tion. PCC 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 PCC. On dis­so­lu­tion of PCC, any funds remain­ing shall be dis­trib­uted to one or more reg­u­larly orga­nized and qual­i­fied char­i­ta­ble, edu­ca­tional, sci­en­tific, or phil­an­thropic orga­ni­za­tions to be selected by the Board of Directors.

Sec­tion 2. — Indem­ni­fi­ca­tion. PCC shall have the power and author­ity to indem­nify, defend and hold harm­less to the full extent per­mit­ted by law any per­son who is or was a Direc­tor, Offi­cer, employee or agent of the Asso­ci­a­tion or who is or was serv­ing at the request of the Asso­ci­a­tion as a Direc­tor, Offi­cer, employee or agent of another cor­po­ra­tion, part­ner­ship, joint ven­ture, trust or other enter­prise to the extent that such per­son is act­ing on behalf of or at the direc­tion of PCC. In addi­tion, the Asso­ci­a­tion may pur­chase and main­tain insur­ance on behalf of any per­son who is or was a Direc­tor, Offi­cer, employee or agent of PCC or who is or was serv­ing at the request of PCC as a Direc­tor, Offi­cer, employee or agent of another cor­po­ra­tion, part­ner­ship, joint ven­ture, trust or other enter­prise, against any lia­bil­ity asserted against him or her and incurred by him or her in any such capac­ity, or aris­ing out of his or her sta­tus as such, regard­less of whether the Asso­ci­a­tion would have the power to indem­nify him or her against such liability.

Sec­tion 3. — Books and Records. The Asso­ci­a­tion shall keep cor­rect and com­plete books and records of account and shall also keep min­utes of the pro­ceed­ings of its Mem­bers, Board of Direc­tors and com­mit­tees hav­ing any of the author­ity of the Board of Direc­tors, and shall keep at its reg­is­tered or prin­ci­pal office a record giv­ing the names and addresses of the Mem­bers enti­tled to vote.

Sec­tion 4. — Fis­cal Year. The fis­cal year of the Asso­ci­a­tion and the term of the offi­cial Asso­ci­a­tion year shall begin on Jan­u­ary 1 and end on Decem­ber 31 in each year.