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Bylaws of the Parapsychological Association

Adopted: November 1985
Last amended: August 2006
THESE BYLAWS HAVE BEEN REPLACED. THE CURRENT VERSION IS HERE.

ARTICLE I

Board of Directors

1. Number of Directors. The Corporation shall be governed by the Board of Directors (Board). The Board shall consist of nine Directors. The nine Directors shall consist of seven Directors elected by the members as herein provided and the President and Vice-President/President-Elect who shall serve as ex-officio Directors.

2. Election. The seven Directors to be elected by the membership shall be separated into two classes. The first class shall consist of three Directors who shall be elected in years ending in odd digits beginning in 2007 to take office for such term as herein provided. The second class shall consist of four Directors who shall be elected in years ending in even digits beginning in 2006 to take office for such terms as herein provided. The elections shall be carried out as provided in Article IV, herein.

3. Vacancies. In the event a vacancy(s) occurs on the Board for any reason, a Full Member(s) shall be elected by a majority vote of the remaining Directors, whether or not the remaining Directors constitute a quorum, to fill such vacancy(s) for the remainder of the unexpired term(s).

4. Dates of Tenure. Tenure of office for the Directors shall be from the end of the annual general meeting of the Corporation until and including the following year's annual general meeting. The calendar year shall be the fiscal year of the Parapsychological Association, Inc.

5. Terms. The Directors elected by the membership as provided in Sections 1 and 2 above shall serve terms of two years.

6. Consecutive Terms. No person shall serve on the Board for more than three consecutive terms, these terms including any term served because of election as Vice-President/President-Elect and serving as President. If, however, a person is elected as Vice-President/President-Elect and will serve that office during the second year of an independently elected Board term, because of his additional (mandatory) year on Board as President, he or she may serve on the Board (if elected to the Board for three terms without a lapse of service thereon) a total of seven consecutive years (six, because of election to the Board as such and an additional year as President). Service as President does not, however, confer the right to seven consecutive years on the Board unless the service as Vice-President/President-Elect was during the second year of a normal Board term. A person shall not be eligible for nomination as Vice-President/President-Elect if it would mean that election to that office would cause service on the Board for a consecutive period of more than seven years.

7. Meetings. The Board shall have regular meetings at such time and at such places as it shall by resolution determine. Special meetings may be called by the President or by a majority of the members of the Board.

8. Quorum. Six of the nine Directors shall constitute a quorum for the transaction of business.

9. Voting. A quorum being present, decisions shall (with exceptions noted herein) be carried by an affirmative vote of five or more.

10. Informal Action. Action taken by the Board without a meeting is nevertheless Board action if written consent to the action in question is signed by all the Directors and filed with minutes of the proceedings of the board, whether done before or after the action so taken.

11. Records. Outgoing Directors are responsible for turning over to their successors all records, money, and other items associated with their office which are the property of the Corporation in proper condition and within a week of the termination of their office.

12. Removal. A member of the Board may be removed from office if he fails to fulfill his delegated duties. After a Director so charged has had opportunity to be heard, a unanimous vote by all the Directors, except the Director charged, shall be necessary to remove the Director.

ARTICLE II

Officers

1. President. The President shall serve as the general executive officer of the Corporation and Chairman of the Board. He shall perform such other duties as may be prescribed by the Articles of Incorporation and by-laws and as may properly be required of him by vote of the Board.

2. Vice-President/President-Elect. The Vice-President/President-Elect shall serve as the President in the absence of the latter. In the event that the President shall not serve out his full term for any reason, the Vice-President/President-Elect shall succeed to the unexpired remainder thereof. The Vice-President/President-Elect shall serve as Chairman of the Election and Membership Committees. Upon termination of the President's term of office, the Vice-President/President-Elect shall become President to serve such term as herein provided for President.

3. Secretary. The Secretary shall have the following duties: to keep a register of the names and addresses of all members; to make and to keep the records of all meetings of the Corporation and of the Board in due form; to deposit relevant records with the registered agent of the Corporation; to bring to the attention of the Board such matters as are required by the Articles of Incorporation and By-Laws or may be requested by any member of the Board; to conduct the official correspondence of the Corporation and to issue notices of meetings; to insure that motions passed by the Board are implemented by those authorized to do so; to prepare and present to the Corporation by the thirty-first of December a written account of the activities of the Corporation during the preceding year and, in the event of an annual meeting, there to present an oral or written account of the activities of the Corporation since the preceding meeting. In the absence of the Secretary, the President shall appoint an Assistant Secretary.

4. Treasurer. The Treasurer shall have the following duties: to have charge of the financial accounts of the Corporation and to keep a complete record of all money received and all money paid out; to sign or authorize signature of such checks or other drafts upon the
funds of the Corporation as may be necessary; and to collect dues and other debts on behalf of the Corporation. The Treasurer shall prepare and submit to the Board a report on the last day of December of each year; there is no requirement for more frequent reporting, except as may be requested by the Board. He shall, at all reasonable times, exhibit his books and accounts to any member of the Corporation.

5. Election and Appointment of Officers. The Vice-President/President-Elect shall succeed to the office of President upon the termination of the President's term of office. The Vice-President/President-Elect shall be elected annually by the members beginning in 1986. Each year the Secretary and the Treasurer shall be appointed by the new President from among the remaining members of the Board.

6. Terms. The President's term of office, except for the initial President, shall be one year. The initial President (named in the Articles of Incorporation) shall serve until December 31, 1985. If any person, while President or Vice-President/President-Elect, is elected as a Director, such terms shall run simultaneously and shall not work so as to extend any term herein provided. The terms of office of all other officers (not including Directors) shall be one year, unless otherwise specified herein or in such resolution creating such office. In no case shall any term be more than three years.

7. Officers, Consecutive Terms. No Director shall hold an office (i.e., Secretary or Treasurer) for more than two consecutive one-year terms.

8. Officers, Vacancies. In the event that an appointed officer shall not serve out his or her full term for any reason, the President shall appoint one of the other Directors to fill the vacancy.

9. Miscellaneous. The President and Secretary may not hold any other office (not including Director) while serving such terms.

10. Executive Secretary. The Board of Directors may from time to time appoint an Executive Secretary who shall serve as general manager of the Corporation at the pleasure of the Board.

ARTICLE III

Committees

1. Election. The Election Committee shall consist of the Vice-President/President-Elect (as Chairman) and two Full Members appointed by the Chairman. The two Full Members shall not be Directors or candidates for Director. Under special circumstances, the Chairman may appoint one or two Associate Members or non-PA members to the Committee, with the approval of the Board. The duties of the Election Committee shall be as prescribed in Articles IV and V of these by-laws.

2. Membership. The Membership Committee shall be made up of all the Directors. The duties of the Membership Committee shall be as prescribed in Article V.

3. Special Committees. The power to create special committees and appoint their members rests with the Board.

4. Quorum. A majority of the members of a committee shall constitute a quorum for doing business.

5. Voting. A quorum being present, a majority shall carry a vote in any of the committees of the Corporation.

ARTICLE IV

Nominations and Elections

1. Availability. Any Full Member not willing or able to stand for nomination to the Board and/or as Vice-President/President-Elect for the next election must give notification of that fact in writing to the Chairman of the Election Committee by January 1st. Full Members, who will make nominations for the upcoming election, will be informed regarding the unavailable persons in the mailing which includes the nominations ballot.

2. Nomination Call. On or before March 1st, the Election Committee shall issue a call by mail to all Full Members inviting them to nominate candidates for the Board from Members of the Corporation. Attached to the call for nominations shall be a list of Full Members and of the Directors and Officers for the current and upcoming years, with an indication of those officers whose terms of office are expiring and of those Full Members who have indicated a desire not to serve on the Board and/or as Vice-President/President-Elect. The Election Committee shall close the nominations five weeks after the mailing of the call and shall tabulate the results. The persons receiving the highest number of votes shall be immediately notified by the Chairman of the Election Committee and, upon their acceptance, their names shall be placed on the official ballot. Tie votes shall be decided by drawing lots. If any nominee declines to stand for office, the name of the person with the equally high or next highest number of nominations shall be substituted.

3. Ballots. No later than one month after closing the nominating ballot, the Election Committee shall mail a copy of the final ballot to all Full Members and Associate Members.

4. Closing. Eight weeks after mailing the final ballot the election shall be closed, and the Election Committee shall make a count of the votes.

5. Listings. Full Members shall be provided separate nomination ballots for regular Director positions and the position of Vice-President/President-Elect. A person need not be nominated as candidate for Director in order to have his or her name listed (on the final ballot) as a nominee for Vice-President/President-Elect (if thus nominated). A Full Member may stand for nomination on both Director and Vice-President/President-Elect nomination ballots. As a result of nominations among Full Members, a number of Full Members equal to twice the number of available positions having the highest number of nomination votes for Director shall be those whose names appear on the final ballot for Director positions (to go to both Full Members and Associate Members). As a result of the nominations among Full Members, the three Full Members having the highest number of nomination votes for Vice-President/President-Elect shall be those whose names appear on the final ballot for Vice-President/President-Elect (to go to both Full Members and Associate Members). In the final election process (with voting by Full Members and Associate Members only) there shall be separate ballots for Director and Vice-President/President-Elect with the number of candidates on each as listed above. Since the ballots are independent, a person may be elected and serve as Vice-President/President-Elect without
being elected separately as a Director. Since a person may stand for nomination both as a Director and as Vice-President/President-Elect, a person's name may be written on both the Board and Vice-President/President-Elect nomination ballots and if thus nominated for both offices will appear on both final ballots.

6. Number. As for the Board elections, three or four places will regularly be open, plus any special vacancies, including that created by a serving Director being elected Vice-President/President-Elect. Special vacancies thus created will be filled after regular vacancies and shall be for the remainder of the unexpired term. In the final balloting, those three or more (depending on vacancies) who receive the largest number of votes for the Board (excluding anyone elected as Vice-President/President-Elect on the other ballot) will be the elected Directors to begin their terms in the next year.

7. President-Elect. The candidate for Vice-President/President-Elect who receives the largest number of votes will be the Vice-President/President-Elect for the upcoming year.

8. Ties. Tie votes in the nominations and elections referred to in this section shall be decided by lots drawn by a member of the Election Committee other than the Vice-President/President-Elect.

9. Successive Terms. No Director may hold the office of Secretary or Treasurer for more than two successive terms. He may later be re-appointed to his office if at least one term has intervened. (It is impossible for the President to succeed himself since the Vice-President/President-Elect succeeds to this office and the President cannot hold any other office while serving his or her term. See Article II, section 8.)

ARTICLE V

Membership Committee

1. Membership Actions. Decisions on membership applications and membership status shall require an affirmative vote of six members of the Membership Committee. All applications for membership in the Association are subject to the discretion of the Membership Committee and such Committee may refuse or reject an application for any reason or without cause. In deciding upon membership applications, the Vice-President/President-Elect (as ex-officio Chairman of the Membership Committee) shall send to each member of the Membership Committee a separate copy of the pending applications with all relevant documents. Each member of the Membership Committee shall consider each application and send his/her vote to the Membership Chairman within one month of the date of the covering letter by which the data were received. In such voting by mail the "affirmative vote of six" shall prevail unless a member of the Membership Committee calls for a face-to-face discussion. If such call is made the application will be acted on at a meeting of the Membership Committee convened by the Membership Chairman in accordance with section 2 below, along with applications too recent to circulate and respond to by mail. The membership committee shall periodically review all applications for Affiliate or Student Affiliate status. Granting and continuing Affiliate or Student affiliate status shall be solely at the discretion of the Membership Committee.

2. Face-to-face Meetings. The Chairman of the Membership Committee shall set the date of all face-to-face meetings called and the Secretary shall send out notices of such meetings no later than seven days prior to such meetings.

ARTICLE VI

Membership

1. Full Member. A Full Member shall be a person: (a) who is engaged in the advancement of parapsychology as a science; and (b) who has prepared a paper on some aspect of parapsychology which, in the opinion of the Membership Committee, is of high professional caliber, and which has been published in a scientific journal or which merits such publication; and (c) who has a doctorate degree from a university of recognized standing or has a professional affiliation with a recognized academic institution or research organization or who has been nominated by three Directors; and (d) who has been nominated by two Full Members of the Corporation; this requirement is fulfilled by a person who satisfies the third alternative requirement of (c); and (e) who has been elected by a vote of six members of the Membership Committee; and (f) who has paid membership dues. Full Members nominate candidates to the Board of Directors and to the office of President-elect and have full voting rights in elections and meetings of the corporation.

2. Associate Member. An Associate Member shall be a person: (a) who is engaged in the advancement of parapsychology as a science; and (b) who has graduated from a university of recognized standing or has a professional affiliation with a recognized academic institution or research organization or who has been nominated by three Directors; and (c) who has been nominated by two Full Members of the Corporation; this requirement is fulfilled by a person who satisfies the third alternative requirement of (b); and (d) who has been elected by a vote of six members of the Membership Committee; and (e) who has paid membership dues. Associate Members have full voting rights in elections and meetings of the corporation.

3. Affiliate. An Affiliate shall be a person: (a) who has an interest in the scientific and scholarly advancement of parapsychology; and (b) who is a full or regular member of a professional organization of a scientific or scholarly nature; and (c) who has the approval of the membership committee; and (d) who has paid the appropriate dues. Affiliates do not have voting rights in the corporation.

4. Student Affiliate. A Student Affiliate shall be a person: (a) who has an interest in the scientific and scholarly advancement of parapsychology; and (b) who is a student at an accredited college or university working toward a baccalaureate or more advanced degree; and (c) who has the approval of the membership committee; and (d) who has paid the appropriate dues. Student Affiliates do not have voting rights in the corporation.

5. Honorary Member. An Honorary Member shall be a person: (a) who, in the opinion of the Membership Committee, has made outstanding contributions to the advancement of parapsychology in areas other than scientific research; (b) who has been nominated by three Directors; and (c) who has been elected by a unanimous vote of the Membership Committee. An Honorary Member shall not pay membership dues. Honorary Members do not have voting rights in the corporation.

6. Previous Memberships. Any person who was a member of any class of the Parapsychological Association prior to incorporation shall become a member of the same class in the Parapsychological Association, Inc. as of the date of incorporation with all the rights and privileges as herein provided.

7. Charter Members. Anyone who was a Charter Member under the Parapsychological Association at the time of its inception shall become a Charter Member of the Parapsychological Association, Inc.

8. Reinstatement. If any person leaves the membership of the Parapsychological Association, Inc. by resignation or has not paid his or her dues within one year after the issuance of the dues notice, the qualifications of that person for membership shall be reexamined if a request is made for reinstatement. Reinstatement after a period of one year, even in the same membership category, shall not be automatic. (Note that this in no way changes the stipulation in the by-laws, that non-payment of dues within three months of issuance of the notice shall result in suspension from the Corporation.)

9. Meetings. Annual meetings of the members shall be held in conjunction with the Annual Convention or at such other places and times as the Board shall provide by resolution. Notification of such annual meetings shall be mailed to the membership at least 30 days in advance.

ARTICLE VII

Dues

1. Notice. Dues for Full Members and Associate Members are to be paid annually. Notice of the dues for the ensuing year shall be mailed to the Full Members and the Associate Members as early as possible in January.

2. Non-Payment. Non-payment of dues within three months of issuance of the notice shall result in suspension from the Corporation.

3. Amounts. Dues for Full Members and Associate Members shall be set by the Board from time to time. The Board may also establish reductions in dues for designated subgroups (e.g., students, retired persons) or may set charges for late payment of dues, as deemed necessary. The annual dues for the upcoming year, including pertinent reductions and penalties, shall be published in the Annual Report.

4. Timing. Persons who become dues-paying members of the Corporation during each calendar year prior to the end of the Annual Meeting shall pay full dues for that year and vote in the election and receive the publications for that year. Persons who become dues-paying members later in the year shall be allowed the choice of paying first for that year or for the following year.

5. Waiver. In exceptional cases it shall be within the powers of the Board by unanimous vote to authorize payment of dues of Full Members and Associate Members from the Treasury of the Corporation.

ARTICLE VIII

Convention and Publications

1. Convention. The Corporation each year shall sponsor a Convention to promote the purposes and goals of the Corporation as described in the Articles of Incorporation. The Board may from time to
time sponsor other such meetings to further the educational and scientific goals of the Corporation.

2. Proceedings. The Corporation each year shall distribute free of charge to Full Members, Associate Members, Honorary Members, and Affiliates a full or abbreviated version of the Proceedings of the Annual Convention, in a form to be determined by the Board from time to time. This publication may also be sold to libraries and to non-members at the discretion of Board.

3. Editor. The Board shall, by majority vote, elect an Editor or Editors for an indefinite term of office who shall be responsible for bringing out the Corporation's publication(s) with the advice and consent of the Board.

4. Additional Publications. Other publications may be issued at the discretion of the Board.

5. Affiliated Publications. The Board may designate other publications as being affiliated with the Corporation by mutual agreement. The continuation of the affiliation is subject to the discretion of the Board. Affiliated publications are offered to the membership at reduced rates set by each periodical and they are permitted to identify themselves as affiliated publications, are privileged to publish the regular announcements of the Corporation, and may publish or republish with the consent of the Board other material belonging to the Corporation.

ARTICLE IX

Rules of Procedure

All meetings of the Corporation shall be held in accordance with Robert's Rules of Order, Revised.

ARTICLE X

Seal

The corporate seal shall be in such form as the Board of Directors, by resolution, shall require.

ARTICLE XI

Amendments

Amendments to the by-laws may be proposed by any Full Member and submitted to the Secretary. The latter shall prepare copies of the proposed amendment and submit it to all Directors. An amendment shall become effective if approved by a two-thirds majority of the total number of Directors (i.e., affirmative votes by six Directors).

 
The Parapsychological Association, Inc.
1390 N. McDowell Blvd.
Suite G-208
Petaluma, CA 94954
 

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