PR Society leaders pleaded on teleconferences yesterday for Assembly delegates and members to send in any ideas they have on the new bylaws as soon as possible so the board can prepare possible changes.
Dave Rickey |
The changes can only be made on the day of the Assembly, bylaws chair Dave Rickey told two delegate calls.
Amendments can be made during the Assembly, without any prior notice, when bylaw sections are discussed one at a time, he said.
Ann Thomas, lawyer for PRS who has left Venable for the law firm of Sipkin & Thalmy, said she would like to see any changes in advance so she can make sure they comply with New York State law.
Yesterday's calls focused on procedures and rules that will govern the Assembly Nov. 7 in San Diego. Rickey said the bylaws as approved by the board July 24 will be presented to the Assembly as is.
A link to the new bylaws is here (PDF).
Kruckeberg Asks How PR Benefits
Dean Kruckeberg |
Dean Kruckeberg, Ph.D., former PR professor at the University of Northern Iowa, former chair of the Educators Academy of PRS and co-chair of the Commission on PR Education of PRS, said he had a "recommendation" rather than a question.
He said most of the "arguments" he has heard about the bylaws concern the "health and vitality" of the PR Society rather than what the Society is doing for the profession.
He urged PRS leaders to "look at that a little more."
Kruckeberg retired from UNI last year after 25 years and is now director, Center for Global PR, University of North Carolina-Charlotte.
Chair Mike Cherenson said the new bylaws would cast the Assembly in an advocacy role and that would benefit the PR community.
However, Colette Trohan, parliamentarian, and Thomas noted that bylaws concern the "rights of members" and the "flow of authority" and things that do not affect the rights of members belong elsewhere such as policies and procedures manuals.
Trohan said that bylaws would determine who gets on the nominating committee but not whether votes are taken in person or by e-mail.
Recording Bylaws Calls Discussed
Leaders discussed recording the calls and making them available in private e-groups on the Society website. They said yesterday morning's call was not recorded but they planned to record the afternoon session. It was noted that district discussions have been recorded and are available to a selected audience.
Cherenson, VP-PR Arthur Yann, and COO William Murray have been asked via e-mail why the bylaws teleconferences are not being audiocast live and archived for downloading at any time by members and others. They have not yet responded.
Cherenson has previously indicated he does not favor audiocasting the 2009 Assembly.
Eight more bylaws teleconferences are scheduled at which specific bylaws changes will be discussed. Two each will take place on Sept. 10, Oct. 1, Oct. 15 and Oct. 22.
Payments to Leaders Possible
Article II, Section 2, at the beginning of the proposed bylaws, says that "reasonable compensation may be paid for services actually rendered to or for the Society" by "any member, director or officer."
Colette Trohan |
Yesterday's calls did not go into any specifics in the bylaws but only the procedures for handling what Cherenson said were "monumental" changes in the bylaws.
"Hundreds if not thousands of hours of work have gone into the bylaw revisions," Cherenson told the teleconferences.
A leading role in making sure delegates follow New York State and Robert's Rules in discussing and possibly amending the proposed bylaws will be made by Trohan of Rockville, Md., a Certified Professional Parliamentarian-Teacher (CPP-T).
Her bio says there are fewer than two dozen people in the world who are both CPP-T and PRP (Professional Registered Parliamentarian). Her bio says she is qualified for any parliamentary matter, "from drafting bylaws to settling disputes."
She says that although her work relates to procedures and rules, her approach is to provide "flexibility, a balanced perspective, and a sense of humor."
Articles May Be Amended
Trohan said amendments may be made to any of the 15 articles in the new bylaws but that the delegates will vote "up or down" at the end of the day and if the new bylaws are not accepted as a whole, the Society will continue to be governed by the current bylaws.
Calls were placed to Venable and PRS to see if the Society has switched law firms.
Thomas had served as parliamentarian at a previous Assembly.
Some members thought that was a conflict of interest because a parliamentarian is not supposed to be identified with management of a group.
McClennan Ask about Amendments
Boston Assembly delegate Mark McClennan, who has had an extensive dialog with Rickey via the PRS governance e-group (open only to members who register for it), was on the morning call, asking if time might be saved by making some minor changes in advance.
He noted that one bylaw mentions past "chairs" but not past "presidents" and this might be easily changed in advance.
Rickey responded that there would be no such changes. Proposed changes can be sent to the board and new language would be revealed the day of the Assembly, he said.
McClennan has been demanding that the bylaws group reveal exactly how elections are going to take place after the Assembly gives up this power to the general membership of 22,000.
Rickey has replied several times that specifics will not be decided upon until the Assembly has voted the new election process.
Such rules are in the usually confidential "Policies and Procedures" manual but proposals on this issue will be discussed with members and delegates before being finalized, Rickey said.
Bylaw Changes Described
— The Assembly would lose its power to elect board members and officers.
— All directors would be at-large and no longer represent individual districts.
— The board could expel a member after a hearing "at its sole discretion."
— A board member would chair the nominating committee.
— Directors could serve two, two-year terms consecutively and then return for five more years on the board in officer posts.
— The PRS COO (currently Bill Murray who has received a new contract, details of which have not been revealed) would join the nomcom as a non-voting member.
— Proxy votes would be allowed under NY State law since they are not specifically forbidden in the bylaws. An attempt in 2005 to bar proxy voting was defeated in a vote that allowed proxy votes. PRS was long governed by Robert's Rules which forbid proxy voting.
— Volunteer leaders might be paid for services (Article 2, Section 2).
— New categories of Society members and Assembly delegates could be created at will by the board.
— Some 25 national committee heads would join the Assembly (which already has the 17 directors, 20 section heads and 10 district heads).
— The board could raise dues or initiation fees between Assemblies with the permission of the Assembly which could meet electronically.
— Chapter presidents, president-elects or their "appointees" would be the preferred Assembly delegates. The presidents-elect attend the annual "Leadership Rally" and each receives $500 from national to defray expenses.
— Delegates would be either "elected" or "appointed" (new word) for one-year terms (vs. three at present).
— Anyone in "communications" including those in advertising, could join as long as they agree to abide by the PRS Code of Ethics.
— A "quorum" of 500 members, meeting in person or by proxy, would have the sole power to elect board and officers.
— Only those who have served on the PRS board would be eligible to be officers.
— All 11 members of the Ethics Board would have to be APR.
— Article III, Section 3(a) says "general members" shall have the right to hold national, district or section offices but Article V contradicts this, saying national directors must be either APR, had a leadership role, "served as an Assembly delegate," or show 20 or more years in PR "with increasing levels of responsibility." |