Bylaw Amendments Approved

Final confirmation of approved language for bylaw changes was made unanimously by the Board of Governors in early April. The complete Amended and Restated Bylaws (effective 19 March 2008) are now posted on the PTC website.

Over the course of about one year, the Board of Governors has considered a series of potential amendments to the bylaws to help improve the efficacy of the organization as it has existed since the inception of the current bylaws that came into effect in January 2003. A bylaw review committee chaired by BG member and Past- President Bruce Drake deliberated in-depth on potential changes and presented recommendations to the Board. The Board then held its own discussions over the course of several months to determine and approve the changes. In the end, the Board has approved four major amendments:

• 3-year terms for Board of Governors members instead 2-year terms;

• Allow for filling of vacancies on the Board of Governors by appointment;

• Allow for approval of action outside of a regularly scheduled meeting by a vote of 80% of the Board of Governors (and by electronic means) unless there is an objection by one or more member(s).
  
  

• Change in title of the Executive Director (ED) to Chief Executive Officer (CEO).

The change in term lengths for board members (3-years instead of 2-years) is to allow for greater continuity and leadership development. The 6 year consecutive term limit still applies although there are some potential exceptions possible in implementing a transition in the next few years. Consequently, elections for the BG will move from currently electing half of the Board (7) each year to electing approximately 1/3 in each successive year (4, 5, 5). A transition formula has been put in place to accommodate this change. This formula is stated formally in the amended bylaws in Article V, Section 3 and Section 4 (see below).

The following table shows the progression to transition from 2-year to 3-year terms:

Information will be provided to members on this transition to accompany the election process materials later this year.

Below are the specific clauses that have been amended:

Amendments to Bylaws of the Pacific Telecommunications Council (effective 19 March 2008)

1. Article V, Section 3 is hereby amended to read in its entirety as follows:

Section 3. Classes. The Board of Governors shall be divided as nearly equal as possible in number into three classes, designated as Group A, Group B, and Group C. If the number of Governors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Governors in each class as nearly equal as possible, and any additional Governor of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of Governors shorten the term of any incumbent Governor.

2. Article V, Section 4 is hereby amended to read in its entirety as follows:

Section 4. Election; Term of Office; Term Limits

A. Election; Term of Office. At the election immediately preceding the annual meeting of the Members in 2009, four Group A Governors shall initially be elected for a term expiring at the annual meeting of the Members in 2011 and three Group B Governors shall be initially elected for a term expiring at the annual meeting of the Members in 2012. At the election immediately preceding the annual meeting of the Members in 2010, two Group B Governors shall be elected for a term expiring at the annual meeting of the Members in 2012 and five Group C Governors shall be elected for a term expiring at the annual meeting of the Members in 2013. In each of the foregoing elections, two-year terms shall be awarded first to any Governor whose term (or first of two consecutive terms) commenced in January 2008 or earlier (and, if more than one such Governor is reelected, such two-year terms shall first be awarded to such Governors reelected with the lowest number of votes), with the remaining two-year term or terms awarded to the newly-elected Governor or Governors receiving the lowest number of votes. At the election immediately preceding each annual meeting of the Members, beginning in 2011, successors to the class of Governors whose term expires at that annual meeting shall be elected for a three-year term. Each Governor shall hold office until the next annual meeting of the Members at which the term of the class to which he or she has been elected expires or until such Governor’s earlier resignation, removal from office, death or incapacity.

B. Limit on Successive Terms. In no event shall a Governor be elected to more than: (i) two successive terms on the Board of Governors, if the first of such Governor’s successive terms begins in January 2009 or later, or (ii) three successive terms on the Board of Governors, if the first of such Governor’s successive terms begins prior to January 2009; provided, however, that the aggregate number of terms which a Governor may serve shall not otherwise be limited by the foregoing restrictions.

3. Article V, Section 10.I is hereby amended to read in its entirety as follows:

I. Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of Governors may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by at least eighty percent (80%) of the Governors that would be entitled to vote on the subject matter of the meeting; provided, however, that written notice of any such proposed action shall be provided to all Governors in advance, and provided further that written notice of any such action shall be provided to all Members within a reasonable time after such action is so taken. Notwithstanding the foregoing, no action shall be taken by the Board of Governors without a meeting if any Governor objects in writing within a reasonable time, which shall in no event be more than twenty-four (24) hours after such written consent has been signed by the requisite number of Governors. For purposes of this Section 10.I, “writing” shall be deemed to include electronic mail, and a Governor shall be deemed to have received a message via electronic mail at the time such message is sent to such Governor’s e-mail address on record with the Secretariat.

4. 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.

5. 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.

6. 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.

7. 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.

8. Article VIII, Section 7 is hereby amended to read in its entirety as follows:

Section 7. Vice President. Each Vice President shall have such powers and duties as may be given in these bylaws or as may be assigned by the Board of Governors. In the event of the absence or disability of the President, the duties of the President shall be performed by the Vice President designated as the President’s successor by the Board of Governors. Such Vice President shall exercise the powers and perform the duties that are assigned by the Board of Governors to the President.

Click here for the full Amended and Restated Bylaws effective 19 March 2008.