Board of Governors Approves Two Bylaw Amendments

Two additional amendments under consideration.

During its February 2008 conference call meeting, the Board of Governors approved two amendments to the PTC Bylaws as relates to changing the title of the Executive Director (ED) to Chief Executive Officer (CEO) and filling casual vacancies on the Board…more

These approved amendments are part of the outcome of a process that began earlier in 2007 with the Bylaws Review Committee and its recommendations to the Board.

The Board is also considering two additional amendments as relates to the length of terms of Board members (moving to 3-year terms instead of 2-year terms) and for a modification to the clause on action without a meeting that would allow a supermajority (80%) of the Board to take a decision outside of a scheduled meeting as long as there is no one Board member in dissent. Specific language for these changes, if approved, will be provided to members subsequently.

None of the amendments affect the geographic/membership categories and distribution of seats on the Board in an election and so do not need approval by the membership.

When all changes have been given final approval, including those currently under consideration, the complete amended bylaws document will be made available to members and posted to the website.

It is anticipated that this process will be completed by May 2008.

The specific language of the two amendments approved 20 February 2008 in the affected clauses and relating to the change of the title of ED to CEO and filling casual vacancies are as follows:

Amendments to Bylaws of the Pacific Telecommunications Council

(Approved by the Board of Governors 19 February 2008)

Article V, Section 9 is hereby amended to read in its entirety as follows:

Section 9. Vacancies occurring on the Board of Governors may be filled by action of the Board of Governors at any meeting of the Board of Governors held in accordance with Section 10 of this Article V; provided, however, that if the actual number of Governors then in office after a vacancy is created is less than nine (9), a special election shall be held to fill all vacancies on the Board of Governors. Any such special election shall be conducted pursuant to such procedures established by the Board of Governors in its reasonable discretion and consistent with applicable law. All vacancies filled pursuant to this Section 9, whether by special election or by action of the Board of Governors, shall conform to the regional/ membership category allocations set forth in Article V, Section 2 of these bylaws. A Governor elected or appointed to fill a vacancy pursuant to this Section 9 shall hold office until: (i) in the case of a Governor elected by special election, the next annual meeting of the Members at which the term of the class to which such Governor has been elected expires; (ii) in the case of a Governor appointed by the Board of Governors, the next annual meeting of the Members; or (iii) such Governor’s earlier resignation, removal from office, death or incapacity.

Article VII, Section 1 is hereby amended to read in its entirety as follows:

Section 1. Definition. The office of the Secretariat shall consist of employees and agents of the Council led by a Chief Executive Officer (as defined in Article VII, Section 3 below) who shall be appointed by the Board of Governors in its discretion. The Board of Governors shall determine the term and compensation for the Chief Executive Officer and shall have the power of dismissal.

Article VII, Section 3 is hereby amended to read in its entirety as follows:

Section 3. Chief Executive Officer. The Chief Executive Officer shall be the head of the Secretariat and is the primary officer charged with carrying out the strategic plans and policies of the Council as established by the Board of Governors and with managing the general operations of the Council. That shall include (i) organizing and managing the Secretariat, (ii) supervising the day-to-day operations of the Council and (iii) performing such other duties as the Board of Governors may duly prescribe.

Article VIII, Section 1 is hereby amended to read in its entirety as follows:

Section 1. Composition. The officers of the Council shall consist of a President, at least one Vice President, a Secretary and a Treasurer. The Chief Executive Officer shall also be an officer of the Council. Other assistant and subordinate officers may from time to time be appointed by the Board of Governors in its discretion. The Chair of the Board shall simultaneously serve as President of the Council. The Vice President(s), Secretary and Treasurer shall be appointed by, from and among the Board of Governors. The offices of Secretary and Treasurer may be held by the same individual.