Members are entitled to vote on the proposal described in this Notice.
PTC Members’ Meeting
5 October 2026
Important Voting Information
Each member organization may cast only one vote.
Members may vote FOR, AGAINST, or ABSTAIN from voting.
The Board of Governors recommends a vote FOR the proposal.
PROPOSAL 1
Amendment to Article V, Section 2, Subsections B & C
Board of Governor’s Composition
Proposed Amendment
The Board of Governors presents a proposal to amend Article V, Section 2, Subsections B and C of the Bylaws to eliminate composition requirements for the Board of Governors.
The proposed amendment would eliminate the requirement that the Board of Governors be composed from 9 separate defined regional and/or membership categories.
The Board of Governors proposes revising the composition requirements to provide for a minimum of 4 Governors from the Asia Pacific region and 10 Governors from the rest of the world, without further regional or membership category restrictions.
For purposes of the proposed 10/4 Board of Governors structure, the Asia Pacific region includes countries and territories:
East Asia
China, Hong Kong, Japan, Mongolia, South Korea, Taiwan
Southeast Asia
Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand, Timor-Leste, Vietnam
South Asia
Bangladesh, Bhutan, India, Maldives, Nepal, Pakistan, Sri Lanka
Oceania and the Pacific Islands
Australia, Cook Islands, Fiji, Micronesia, New Zealand, Palau, Papua New Guinea, Samoa, Solomon Islands, Tonga, Vanuatu
Non-contiguous United States & Other U.S. Pacific Territories
Alaska, American Samoa, Commonwealth of the Northern Mariana Islands, Guam, Hawaiʻi
The Governor’s/candidate’s regional designation shall be determined by the Governor’s/candidate’s primary place of residence. A Governor’s regional classification shall not be based on the location of the Governor’s/candidate’s employer’s headquarters.
Current Article V Structure
The current Bylaws provide that the Board of Governors shall consist of a minimum of three (3) and a maximum of fourteen (14) governors and that the composition of the Governors shall consist of members from nine defined regional and membership categories. Section 2, paragraphs B & C provide:
B. Except as otherwise set forth in this Article V, Section 2, the Board shall be comprised of a minimum of one (1) Governor and maximum of three (3) Governors from each of the following nine (9) regional/membership categories:
Oceania For-profit (entity)
Central and South America For-profit (entity)
Southeast and South Asia For-profit (entity)
East Asia For-profit (entity)
North America For-profit (entity)
Europe For-profit (entity)
Middle East and Africa For-profit (entity)
Global Non-profit (entity)
Individual Member
The Board shall retain the right to determine, in its reasonable discretion, which of the above-listed regional/membership categories shall be ascribed to any jurisdiction and/or Member (or designated representative thereof), provided, however, that if such determination is made during the succession planning process for nominations and elections, any Governor(s) then nominated shall be recused from such determination.
C. In the event that a regional/membership category (i) is not represented on the Board at the time of any election of Governors, or (ii) will not be represented on the Board due to the expiration of the class of Governors whose seats are the subject of such election, the candidate from such regional/membership category receiving the highest number of votes in such election shall automatically be elected to the Board to ensure that the minimum allocation requirement described in Section B above is met. In all other instances, Governors shall be elected based on the total number of votes duly cast for each nominee, from highest to lowest, but at all times subject to the maximum allocation requirements described above.
Notwithstanding any other provision of these bylaws, in the event that a regional/membership category (i) fails to have a candidate receive at least one (1) duly cast vote at any election of Governors, and (ii) as a consequence will not be represented on the Board after such election is completed, the minimum one (1) seat allocated to such regional/membership category shall be filled based on the total number of votes duly cast for each nominee, from highest to lowest, but at all times subject to the maximum allocation requirements described above. The Board shall establish equitable tie-breaker procedures prior to each election of Governors. Notice of such procedures (via the official website of the Council or other reasonable means) shall be provided to the Members prior to each such election.
