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Bylaws of PNSQC

Version 1.1, 11 May 2007

Membership

All persons who support the purposes and work of this corporation as stated in the Articles of Incorporation are eligible to be members of this corporation. All persons who register for a conference sponsored by this corporation shall be members of this corporation for one year from the date of the conference. The board of directors shall determine the annual membership dues and may collect annual membership dues as a part of the conference registration fees or in any other manner determined by the board.

Management

Management of the affairs of this corporation is vested in the board of directors. The board member who is the chairperson of the audit committee (and any other board members who are members of the audit committee) must take steps to ensure the ‘independence’ of the audit committee.

Program; Budget; Policies

The program, budget and policies of this corporation shall be adopted by the board of directors. Formal policies may be adopted, revised and repealed by the board of directors. The corporation shall maintain the following policies:

  1. Conflict of Interest Policy (with disclosures)
  2. Whistle Blower Policy. This policy shall cover:
    1. How the corporation will deal with complaints
    2. Ensure that complaints are taken seriously and handled in an expeditious manner including the investigation, problem resolution, and justification why certain actions were or were not taken.
  3. Documentation Retention Policy. This policy shall cover:
    1. How and when documents should and should not be destroyed (paper, Email, Voice Mail).
    2. Backup procedures for archiving documents.
    3. Regular check-ups for the reliability of systems.
    4. When not to destroy documents (e.g. if an official investigation is underway or contemplated).
  4. Financial Policies and Procedures. These policies and procedures shall include:
    1. Accounting and financial policies and procedures
    2. Internal control procedures (e.g. spending limits, monthly reporting, time constraints in depositing funds, etc.)
    3. Risk reduction procedures (including budgeting)
    4. Administration procedures

Board of Directors

The board of directors shall consist of seven directors. The term for each director shall be three years. The seven directors will have terms that are staggered such that three of the directors will be elected in one year followed by two the next and two the following year. Three of the directors will be elected in conference years evenly divisible by three (e.g. the conference year for 2006-2007, 2009-2010). This will ensure that a majority of the board is not elected in any given year. Directors shall serve until their successors are elected.

Vacancy on Board of Directors

When there is a vacancy on the board of directors, the remaining directors, even if less than a quorum, shall elect a director to serve the remainder of the term of the vacant directorship.

Removal of Directors

A director may be removed from office by a vote of a majority of the board of directors. Absence from three consecutive meetings of the board is cause for removal.

Meeting of Directors

The board of directors shall meet regularly at least once each month. The board may establish a regular meeting schedule and for meetings held in accordance with the regular meeting schedule, no formal meeting notice is required. Special meetings of the board may be called by the president or by any three members of the board upon at least seven days notice by telephone, by ordinary mail, or by e-mail. A meeting may be face-to-face assembly, a teleconference, or an electronic meeting.

Quorum; Action by Directors

Five members of the board constitute a quorum. The affirmative vote of a majority of a quorum is sufficient to pass any measure before the board except amendment of the Articles of Incorporation or amendment of the Bylaws for which the affirmative vote of five directors is required. The board of directors may adopt rules for conduct of its proceedings. Questions of order shall be resolved by the president. In addition to voice or ballot votes in face-to-face assemblies, voice votes may be held in teleconferences. Measures may be presented and voted upon via e-mail. Requests for an e-mail vote must be presented to the President who will forward the motion to the other board members according to the adopted rules. The President will tally the vote and e-mail the results to the board.

Officers

The officers of this corporation shall be a president, a vice-president, a secretary, a treasurer, a conference chairman and such other officers as are determined and appointed from time to time by the directors. The president, vice president, secretary and treasurer shall be members of the board of directors. Officers who are not members of the board of directors are entitled and encouraged to attend the monthly board of directors meetings and to participate in discussions at those meetings.

Annual Membership Meeting

The annual membership meeting of this corporation shall take place in the month following the month in which a conference is held. If an annual conference is cancelled for any reason, the board of directors shall designate the membership meeting.

Official notice of the annual membership meeting shall be by announcement to all registrants at the conference preceding the membership meeting. If the conference preceding the annual membership meeting is cancelled, notice of the annual membership meeting shall be by mail addressed to the last known address of each member deposited in the mail at least 15 days before the date of the annual meeting.

The president shall preside at the annual membership meeting. A quorum to transact business at the annual membership meeting consists of all members who are present and whose dues payments are current. Business to come before the annual membership meeting shall include reports from all officers and chairs; election of directors and such other business as is referred to the members by the board of directors. Methods of nominating and electing directors shall be determined by the board of directors.

Officers, Election

At the first board of directors meeting following the annual membership meeting, the board shall organize for the ensuing year. The board shall elect a president, vice-president, secretary, treasurer and conference chairman for one year terms. Officers elected by the board of directors shall serve at the pleasure of the board.

President

The president shall be the chairman of the board of directors. The president shall prepare the agenda for all meetings of the board of directors and shall have the same right to propose motions, to second motions and to vote as other directors. The president shall preside at membership meetings.

Vice-President

The vice-president shall act in the absence of the president or in the event of the inability of the president to act and shall perform any other duties assigned by the president or the board of directors.

Secretary

The secretary shall keep all records of the corporation and shall be responsible to oversee the publication and distribution of proceedings of conferences.

Treasurer

The treasurer shall manage and keep records for all the finances of the corporation.

Conference Chairman

The conference chairman shall be in charge of organizing and conducting the technical program for conferences of the corporation.

Financial Responsibility

The ultimate fiduciary responsibility of the organization resides with the board of directors. The President and the Treasurer shall annually sign the financial statements and submit IRS form 990.

Compensation

No director shall receive any compensation for services to this corporation as a director. A person who is a director may be employed by the corporation to perform other duties for compensation. Keynote and Invited Speakers may be reimbursed for expenses and may receive an honorarium.

Committees

The board of directors may organize itself into committees. Committees may include persons who are not directors. The board of directors are required to have at least two committees as specified below:

Audit Committee

The audit committee shall be chaired by a member of the board of directors at large (e.g. not an officer) and shall ensure that the financial policies of the corporation are being followed. The members of the audit committee shall ensure independence of the audit committee, must not be members of the finance committee, and shall not receive any compensation for their services. The audit committee shall include at least one financial expert.

The corporation does not have to undertake a full audit; however, if a full audit is not undertaken, the financial statements should be compiled and reviewed annually by a professional accountant.

Responsibilities of the audit committee shall include:

  1. Verifying that the auditing firm has the required skills and experience to carry out the auditing function.
  2. Meeting with the auditor (or professional accountant), review the findings, and recommend approval or modification of existing financial policies (ideally the full board would meet with the auditor before formally accepting or rejecting the audit).
  3. Providing training to the board of directors on financial literacy training on an annual basis.
  4. Changing the key auditor at least every five years (not the company performing the audit, rather the key auditor responsible for the audit) at least every five years.
  5. Approving services that the auditing firm may provides, exclude bookkeeping, financial information systems, appraisal services, etc but may include services like tax preparations. The auditors shall disclose all critical accounting polices and practices used within the organization.

Financial Committee

The financial committee shall be chaired by the Treasurer who is a member of the board of directors. The financial committee shall be responsible for:

  1. Ensuring that the financial statements are accurate, reviewed and signed annually by the President and Treasurer.
  2. Submitting Form 990 on time after being reviewed for accuracy and completeness by the President and Treasurer.
  3. Making the financial records of the corporation easily accessible to members.
  4. Proposing policies for handling the finances of the corporation.

Amendment of Articles of Incorporation and Bylaws

The Bylaws and the Articles of Incorporation of this corporation may be amended only by an affirmative vote of five members of the board of directors. No amendment of either the Articles of Incorporation or the Bylaws of this corporation may be adopted which will have the effect of losing for the corporation its eligibility for exemption from federal and state income taxes.