A PRSA Assembly delegates call today was told that the board's proposed change in the standing rules would make it more difficult for the Assembly to pass resolutions calling for board action.

Resolutions can now be submitted under "new business" but the rules change sought by the board would demand that any such resolutions be submitted 30 days in advance.

Rhoda Weiss

This would stop a delegate from "writing something during lunchtime" at the Assembly, said board member Dave Rickey.

Delegates on the call pointed out that there is currently no 30-day requirement for submitting resolutions to the board during the Assembly.

The board proposal was submitted in the wake of a proposal by the Central Michigan chapter that would give the Assembly the power to issue commands to the board.

For instance, if the Assembly voted to move h.q. out of New York or to have PRSA again publish the printed directory of members, the board would have to implement those directives. In the mid-1980s, the board rejected demands by the Assembly to move h.q. out of New York.

The board proposal only allows for a resolution to be submitted to the Assembly if there is an "emergency" involving material that was not known prior to 30 days before the Assembly. The Assembly would then have to approve introduction of the resolution.

The board's proposal does not call for the board to obey a resolution passed by the Assembly. Resolutions would only be advisories, a way for the Assembly to "express its views."

In the past, some members note, the board has disregarded resolutions of the Assembly..

In arguing its case against Central Michigan in materials distributed to the Assembly, the board said the bylaws state the Assembly is "the overall governing power of our Society." CM said there is no such wording in the bylaws.

Board Won Battle with Assembly in 1980s

The definitive battle over board vs. Assembly powers took place in 1984-85.

PRSA/Houston argued that the possible move of h.q. from New York was such a big decision that the Assembly should make it.

Chapter member Sally Evans said the bylaws state that the Assembly "has all the powers of members at an annual meeting" and this makes the Assembly the "supreme governing body of PRSA."

However, 1985 president Dave Ferguson said the board has the "power to run the administrative affairs of the Society" and the possible move of h.q. came under that.

Twenty-five members of PRSA/Houston petitioned the board to make the move a decision of the Assembly but this was rejected by the board.

The board made the decision not to move h.q. from New York at its meeting in May 1986, citing advice from a $25,000 study by Touche Ross that found a move to another city would cost $836,000 in "real" moving expenses and another $257,000 in revenues lost because of staff inexperience. Only four members of the staff said they would move to another city.

Eight chapters had submitted about two feet in materials—New York, Chicago, Memphis, Atlanta, Denver, Dallas, Houston and Indianapolis. They criticized the TR study, saying it only mentioned the cost of moving and not the savings in future years that would come from lower rent and lower payroll costs.

Board Cancelled Spring Assembly

In January 1985, without consulting the Assembly and without its permission, the board permanently cancelled the Spring Assembly, saying there was a need to cut costs.

The 110 chapter presidents-elect are currently invited to a Friday-Saturday meeting each June at a PRSA-estimated cost of about $100,000.

PRSA/Central Michigan, commenting on the lack of Assembly power in e-mails to Assembly delegates, noted that in the 2004 Assembly that a motion by two chapters concerning PRSA spending was ruled out of order.

The explanation given by the board was, "The Assembly can't direct the board to do anything," said Central Michigan.

At the 1999 Assembly, an attempt was made to pass a resolution creating a finance committee to provide oversight to the board's finance committee.

President Sam Waltz said that according to PRSA's law firm, Moses & Singer, the Assembly can only do two things besides passing bylaws: fix dues and elect officers.

The corporate law of New York State is that a business or association is run by the "board of directors and no one else," Waltz told the Assembly.

The only way to stop the strategic plan and other initiatives of the board, he said, would be for Assembly delegates to vote against the dues increase.

In 1995, the Assembly passed a resolution that a committee of the Assembly investigate charges by 12 authors that PRSA had sold tens of thousands of their articles over a 19-year period without their knowledge or permission and report back to the 1996 Assembly.

This was disregarded by the board which declared in April of 1996 that authors' rights had not been violated, PRSA had done nothing wrong, nothing was owed to the authors and the matter was closed.

No report was made to the 1996 Assembly. The matter was not discussed at that Assembly.

'Chair' Title Discussed

Debra Miller, who heads the committee seeking a new COO to replace Catherine Bolton, argued for acceptance of the proposal to change the title of the highest elected officer of PRSA from president to "chair." She noted that the ASAE, NIRI and other associations use the title of chair and that it is needed in the search for a new COO.

The title change was sought before any COO candidate came forward, she said.

The new title will help PRSA in searching for "the new leader of the Society," she said.

President-elect Rhoda Weiss conducted the call in the absence of president Cheryl Procter-Rogers.