I. Corporate Articles
1.01 Reference Thereto
Any reference made herein to the Corporation's Articles will be deemed to refer to its Articles of Incorporation and all amendments thereto which are on file with the Secretary of State of Delaware at any given time.
1.02 Seniority Thereof
The articles will in all respects be considered senior and superior to these By-laws, with any inconsistency to be resolved in favor of the Articles, and with these By-laws to be deemed automatically amended from time to time to eliminate any inconsistency which may then exist.
2.01 Annual Meetings
Annual meetings of the Corporation shall be held at such date and time as shall be designated by the Board of Directors and set forth in the notice of the meeting. At the annual meeting, Full Members shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.
2.02 Notices of Annual Meeting
Written notice of the annual meeting stating the place, date, and hour of the meeting shall be transmitted to each member at least thirty (30) days before the time appointed for the meeting, electronically, by publication in the Corporation's newsletter, or by way of a discrete mailing to the members. Any other notice to a member, for whatever purpose, shall be given either electronically, by publication in the Corporation's newsletter, or by way of a discrete mailing to the member.
2.03 Special Meeting of Members
Special meetings of the Corporation, for any purpose or purposes, unless otherwise proscribed by statute or by the Articles of Incorporation, may be called by the President, or, in the event that (a) a majority of the Board of Directors, or (b) at least fifteen percent (15%) of the Full Members of the Corporation, shall request, in writing, a special meeting, then in such event, the President or Secretary shall call such a meeting. Such written request shall state the purpose or purposes of the proposed meeting.
2.04 Notice of Special Meetings
Written notice of a special meeting signed by the President or Secretary stating the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than thirty (30) nor more than sixty (60) days before the date of the meeting to each member of the Corporation. Business transacted at any special meeting shall be limited to the purposes stated in the notice. Delivery of such notice shall be made as set forth in Section 2.02, above.
2.05 Quorum and Adjournment
At all meetings of the Corporation, whether regular or special, fifteen percent (15%) of the Full Members of the Corporation shall be required to be in actual attendance to constitute a quorum. For the purposes of this section, the Board of Directors shall enumerate, fix, and close the membership list as of a date thirty (30) days prior to the date fixed for the meeting.
2.06 Majority Required
When a quorum is present at any meeting, the vote of a majority of those Full Members who actually participate in a vote on a particular question, whether in person or represented by proxy, shall decide such questions brought before each meeting, unless the question is one upon which, by express provision of law or these By-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.
A Full Member entitled to vote at an annual or special members' meeting may vote in person or by proxy executed by the member or by his duly authorized attorney in fact, on a form prepared by or approved by the Secretary. A proxy shall be automatically revoked upon the conclusion of the meeting or upon the presence of the member executing the proxy at the meeting. Proxies will not be accepted at meetings of the Board of Directors.
Any Full Member of the Corporation is entitled to vote in the affairs of the Corporation. Unless otherwise required by the Corporation's Articles or By-laws or by statute, any question submitted to the members will be resolved pursuant to the provisions of Section 2.05 above. The voting will be by voice vote; in the event that any member shall request immediately a ballot recount, the Board shall thereupon conduct a paper ballot vote on any such disputed vote. No ballot or change of vote will be accepted after the polls have been declared closed following the ending of the announced time for voting.
III. Board Of Directors
3.01 Number, Qualification, and Election
The Board of Directors shall consist of five (5) directors. The directors shall be elected at the annual meeting of the Corporation, except as provided in Section 3.02 of this article, and each director elected shall hold office until his or her successor is elected and qualified.
Vacancies in the Board, caused by death, resignation, removal, increase in the number of directors, or any other cause, may be filled for the unexpired term by the affirmative vote of a majority of the remaining directors then in office, though not less than a quorum, or by a sole remaining director, and the directors so chosen shall continue to hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.
3.03 Removal of Directors
Any director may be removed at any time, either with or without cause, by the affirmative vote of two thirds (2/3) of those Full Members who actually participate in the voting; provided, however, that a quorum shall have first been established pursuant to Section 2.06, above.
The business and affairs of the Corporation shall be managed by its Board of Directors, which may exercise all such powers conferred by Delaware state laws.
3.05 Nominating Committee
In January of each year, the Board of Directors shall appoint a Nominating committee to consist of three (3) Full Members of the Corporation, at least two (2) of which are not Directors. At least eight (8) weeks before the annual meeting, such Committee shall advise the Secretary of its nominations of candidates for the vacancies in the Board to be filled at the next annual meeting, and these nominations shall be forthwith transmitted by the Secretary to the members of the Corporation in accordance with Section 2.02 above.
3.06 Regular Committees
Full Members may from time to time be appointed to Committees by the Board of Directors and shall be vested with such powers as the Board may lawfully delegate. Such appointments include, without limitation, the positions of Newsletter Editor, Provisional Member Liaison, Membership Chairman, Webmaster, Ethics Committee, and Raven's Nest Coordinator. Such persons shall hold office until relieved by the Board of Directors.
3.07 Annual Meetings
The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of the Corporation and in the same place as the annual meeting, and no notice to the newly elected directors of such meeting shall be necessary in order legally to hold the meeting, providing a quorum shall be present. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver by all of the directors.
3.08 Regular Meetings
Regular meetings of the Board of Directors shall be held every month on whatever day is agreed upon by the Board, except that the Board may, by majority vote, waive up to four meetings during a calendar year.
3.09 Special Meetings
Special meetings of the Board may be called by the President on two (2) days' notice to each director, either personally, by mail, e-mail, fax, or telephone; special meetings shall be called by the President in like manner and on like notice on the written request of two (2) directors.All meetings may be held by telephone conference calls.
3.10 Quorum and Voting
A quorum of the Board of Directors shall be defined as a majority of the Directors. The concurrence of a majority of those present shall be sufficient to conduct the business of the Board, except as may be otherwise specifically provided by statute or by the Articles of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors then present may adjourn the meeting to another time or place, and notice of said adjourned meeting shall be given to the absent directors by any director in attendance by mail, e-mail, fax, or telephone.
3.11 Action Without Meeting
Unless otherwise restricted by the Articles of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any Committee thereof may be taken without a meeting, provided that a majority of the members of the Board subsequently ratify such action in writing or by e-mail, and the writings or e-mails are filed with the minutes or proceedings of the Board or Committee.
3.12 Waiver of Notice
Attendance of a director at a meeting shall constitute waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any director or PEA Member may waive notice of any annual, regular, or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.
The officers of the Corporation shall be chosen by the Board of Directors at its first meeting after each annual meeting, and shall include a President, Vice President, Secretary, and Treasurer, each of whom shall serve at the pleasure of the Board of Directors. All Full Members of the Corporation, including, without limitation, Directors, shall be eligible for selection as officers of the Corporation. A President, Vice President, Secretary, or Treasurer who is not also a Director shall be invited to attend any Board meeting and may participate fully in any discussion, but shall not have a vote.
4.02 Appointment of Other Officers
The Board of Directors at any time may appoint other officers or regional officers as it shall deem necessary to hold offices at the pleasure of the Board of Directors and to exercise such powers and perform such duties as shall be determined deemed necessary or beneficial to the PEA. They shall hold office at the pleasure of the Board of Directors and shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors and the officers so elected shall hold office until their successors are elected and qualified.
Unless prohibited or restricted by an agreement to the contrary, any officer of the Corporation may be removed, either with or without cause, by a majority of the whole Board at a regular or special meeting called for that purpose.
4.05 Duties of the President
1. Presiding Officer The President shall preside over all meetings of the Corporation and the Board.
4.06 Duties of the Vice President
The Vice President shall assume those duties assigned by the President or by the Board and shall preside over all meetings of the Corporation and the Board in the absence of the President. In addition, he shall temporarily assume the duties of the President in the event of the incapacitation, death, resignation, or removal from office of the President until such time as the Board shall name a new President.
4.07 Duties of the Secretary
The Secretary shall keep a complete record of all proceedings and correspondence of the Corporation and Board. He shall transmit notices of meetings by mail, e-mail, fax, telephone, or the Corporation's newsletter to members of the Corporation or Board as required. He shall direct the maintenance of a roll of the members of the Corporation, and shall perform all other duties usually appertaining to the office of Secretary.
4.08 Duties of the Treasurer
The Treasurer shall keep a complete record of all financial transactions, in addition to keeping all books and records of the Corporation. In addition, he shall perform duties which affect the financial affairs of the Corporation. He shall make payments only of bills under the amount of $2,000.00, all other higher expenditures to be approved by the Board.
V. Membership, Admission, and Expulsion
1. All applicants must be actively engaged in the practice of psychic entertainment, or must demonstrate an active support for the concept of psychic entertainment, and must provide materials documenting their experience and interests and must satisfy such other additional criteria as the Board deems relevant and appropriate for membership in the Corporation, including whether the individual has at any time exposed the methods of the psychic entertainer.
1. To ensure that the membership is comprised of individuals committed to actively advancing the purposes of the organization, any new member approved under these By-laws shall be deemed a "Provisional Member" until the completion of the Provisional Period, as defined below. During the Provisional Period, Provisional Members will be expected to contribute to the organization in one or more of the following ways: A) Submit one or more contributions to the Corporation's newsletter and have at least one accepted for publication, make contributions to the Raven's Nest that the Board of Directors recognizes as substantive and of benefit to the membership; B) Lecture or conduct a workshop at a "Meeting of the Minds"; perform at a "Meeting of the Minds"; or serve on or significantly assist the organizing committee for a "Meeting of the Minds"; or C) Otherwise contribute to the organization by providing approved services to or on behalf of the PEA Board of Directors or their designees or as otherwise deemed appropriate by the Board of Directors.
All Full Members will continue to be encouraged to participate regularly on a voluntary basis in the work of the organization in the ways this subsection requires of Provisional Members.
1. The annual dues and initiation fee required for membership in the Corporation shall be determined by decision of the Board of Directors, as published in the Corporation's newsletter or in a communication to the members that comports with the requirements of Section 2.02 above. Dues may be varied from year to year, and may be adjusted for foreign or overseas members to reflect the added expenses incurred in mailing or other costs. Annual dues shall become due and payable on March 1 unless special circumstances dictate that the due date be changed by the Board. In any event, the due date shall be published in the Corporation's newsletter and written notice of the amount due and the date on which it becomes due and payable shall be transmitted in accordance with Section 2.02 above to each Member's last known address sixty (60) days prior to March 1 or such other due date as may be established by the Board.
5.05 Certain Membership Proceedings Confidential
All proceedings of the Board or any part thereof, involving the admission of a Provisional Member to the Corporation, conversion of Provisional Membership to Full Membership, or sanction, suspension, or expulsion of a member (whether Full or Provisional), shall be privileged and confidential. The Board shall make discrete reports of negative actions to the membership. Minutes discussing all other proceedings of the Board shall be published to the membership.
5.06 Suspension and Expulsion
1. If, in a written and signed communication addressed to the Board, any member of the Corporation shall be charged with conduct detrimental to the objects or interests of the Corporation or in violation of its Articles of Incorporation, By-laws, ethical standards, or rules and regulations, the Board shall consider the matter together with all information pertinent to the conduct charged, and if it shall decide to take further action, the Secretary shall send a copy of the charges to the accused member, who shall be given adequate time to reply, whereupon the Board shall take such further action as it shall deem proper.
Any director or officer may resign his office at any time, by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.
7.01 Compensation of Directors and Officers
Neither directors, officers, nor members shall receive salary or compensation for services rendered to the Corporation, except that the Board of Directors may, upon majority vote of its members, reimburse expenses and employ or contract with any member, director, or officer for services not contemplated in the ordinary course of his duties.
7.02 Compensation Relating to "Vibrations"
The person or persons responsible for production of the Corporation's newsletter, "Vibrations", shall be compensated at a rate as determined by the Board of Directors, and shall also receive a waiver of dues for the term of his office.
The Corporation may be dissolved by the vote of two-thirds (2/3) majority of its Full Members. Upon the dissolution of the Corporation, the Board of Directors shall dispose of all of its assets in the manner set forth in the Corporation's Articles of Incorporation.
These By-laws may be amended by the affirmative votes of a majority of the Full Members voting at any regular or special meeting of the Corporation, provided notice of such amendment or amendments and the nature thereof shall have been given to the Full Members of the Corporation at least one (1) month prior to the date of the meeting at which said amendment or amendments are to be presented for consideration. Any duly adopted amendments to the By-laws shall be binding on all members, both Full Members and Provisional Members.
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural as the identity of the person or persons may require.
10.02 Usage of Terms "Member" and "Members"
Unless otherwise specified, generic references to "member" and "members" herein shall be deemed to include both Provisional and Full Members.