Bylaws of the Parapsychological Association

Adopted: November 1985
Amended: August 2006
Amended and Restated: January 2008
Amended: April 2008
Amended: August 2009
Amended and Restated: June 2012

ARTICLE I

Board of Directors

1. Number of Directors. The Corporation shall be governed by the Board of Directors (Board) and an Executive Director. The Board shall consist of nine Directors, elected from the ranks of Professional Members. The nine Directors shall consist of seven Directors elected by the members as herein provided and the President and Vice-President who shall serve as ex-officio Directors. The Executive Director is an appointed, non-voting member that serves at the pleasure of the Board.

2. Election. The nine Directors (including the President and Vice-President) to be elected by the membership shall be separated into two classes. The first class shall consist of four Directors (including the President) who shall be elected in years ending in odd digits beginning in 2007 to take office for such term as herein provided. The second class shall consist of five Directors (including the Vice-President) who shall be elected in years ending in even digits beginning in 2006 to take office for such terms as herein provided. The elections shall be carried out as provided in Article IV, herein.

3. Vacancies. In the event a vacancy(s) occurs on the Board for any reason, a Professional Member(s) shall be elected by a majority vote of the remaining Directors, whether or not the remaining Directors constitute a quorum, to fill such vacancy(s) for the remainder of the unexpired term(s).

4. Dates of Tenure. Tenure of office for the Directors shall be from the end of the annual general meeting of the Corporation until and including the second following year's annual general meeting. The calendar year shall be the fiscal year of the Parapsychological Association, Inc.

5. Terms. The Directors elected by the membership as provided in Sections 1 and 2 above shall serve terms of two years.

6. Consecutive Terms. No person shall serve on the Board for more than three consecutive terms

7. Meetings. The Board shall have regular meetings at such time and at such places as it shall by resolution determine. Special meetings may be called by the President or by a majority of the members of the Board.

8. Quorum. Six of the nine Directors shall constitute a quorum for the transaction of business.

9. Accepted Meeting Forms. By prearrangement, a quorum may be constituted with one or more Directors participating via telephone or any means of communication by which all directors participating may simultaneously hear each other during the meeting. Email meetings may be conducted if all Directors have access to all emails pertaining to a question.

10. Voting. A quorum being present, decisions shall (with exceptions noted herein) be carried by an affirmative vote of five or more. By prearrangement, a consensus vote may be taken in which only nay votes need to be recorded. If a consensus vote is used in an email meeting, adequate time, at least two weeks, shall be normally be provided for all members to access the email to consider the question.

11. Informal Action. Action taken by the Board without a meeting is nevertheless Board action if written consent to the action in question is signed by all the Directors and filed with minutes of the proceedings of the Board, whether done before or after the action so taken.

12. Records. Outgoing Directors are responsible for turning over to their successors all records, money, and other items associated with their office, which are the property of the Corporation, in proper condition and within a week of the termination of their office.

13. Removal. A member of the Board including the President and Vice President may be removed from office for failure to prosecute and accomplish delegated duties. After a Director so charged has had opportunity to be heard, a unanimous vote by all the Directors, except the Director charged, shall be necessary to remove the Director. A replacement shall be elected as directed in Article I, Section 3.

ARTICLE II

Officers

1. President. The President shall serve as the Chair of the Board. He/She shall perform such other duties as may be prescribed by the Articles of Incorporation and by-laws and as may properly be required of him/her by vote of the Board.

2. Vice-President. The Vice-President shall serve as the President in the absence of the latter. In the event that the President does not serve out the full term for any reason, the Vice-President shall succeed to the unexpired remainder thereof. A replacement for the Vice-President shall be elected as directed in Article I, Section 3. The Vice-President shall serve as Chair of the Election and Membership Committees.

3. Secretary. The Secretary shall have the following duties: to make and to keep the records of all meetings of the Corporation and of the Board in due form; to deposit relevant records with the registered agent of the Corporation;; to prepare and present to the Corporation by the thirty-first of December a written account of the activities of the Corporation during the preceding year and, in the event of an annual meeting, there to present an oral or written account of the activities of the Corporation since the preceding meeting. In the absence of an Executive Dirctor (Article II, Section 9) the Secretary shall also keep a register of the names and addresses of all members, bring to the attention of the Board such matters as are required by the Articles of Incorporation and Bylaws or may be requested by any member of the Board, conduct the official correspondence of the Corporation and issue notices of meetings; and insure that motions passed by the Board are implemented by those authorized to do so. .

4. Treasurer. The Treasurer shall work with the Executive Director to prepare financial reports, and in the event of an annual meeting, present an oral or written account of the financial activities of the Corporation since the preceding meeting. In the absence of an Executive Director (Article II, Section 9), the Treasurer shall have the following duties: to have charge of the financial accounts of the Corporation and to keep a complete record of all money received and all money paid out; to sign or authorize signature of such checks or other drafts upon the funds of the Corporation as may be necessary; and to collect dues and other debts on behalf of the Corporation. The Treasurer shall prepare and submit to the Board a report on the last day of December of each year; there is no requirement for more frequent reporting, except as may be requested by the Board. The Treasurer shall, at all reasonable times, exhibit the Corporation books and accounts to any member of the Corporation.

5. Election and Appointment of Officers. The President and the Vice-President shall be elected by the members. The Secretary and the Treasurer shall be appointed by the President from among the members of the Board.

6. Terms. The President's term of office and the Vice-President’s term of office shall be two years. The terms of office of the appointed officers shall be one year, unless otherwise specified herein or in such resolution creating such office.

7. Officers, Consecutive Terms. No Director shall hold an office (i.e., Secretary or Treasurer) for more than three consecutive terms as defined in Article II, Section 6. The Secretary or Treasurer may later be re-appointed to office if at least one term has intervened. The President and the Vice President may hold their office for no more than three consecutive two-year terms.

8. Miscellaneous. The Secretary and Treasurer may not hold any other office (not including Director) while serving such terms.

9. Executive Director. The Board of Directors may from time to time appoint an Executive Director who shall serve as the general executive officer of the Corporation. at the pleasure of the Board. The Executive Director is responsible for implementing the Board’s plans and policies, managing programs, activities, and general operations of the Corporation, recruiting and supervising staff and volunteers, monitoring and managing finances and accounting, reporting information about the Corporation’s activities to the Board, advising the Board on policy and program issues, sitting on all committees in order to assist with program development, serving as a liaison between the staff/volunteers and the Board, conducting the official correspondence of the Corporation and communicating with the Corporation’s constituency.


ARTICLE III

Committees

1. Election. The Election Committee shall consist of the Vice-President (as Chair), the Executive Director and two Professional Members appointed by the Chair. The two Professional Members shall not be Directors or candidates for Director. Under special circumstances, the Chair may appoint one or two Associate Members or non-PA members to the Committee, with the approval of the Board. The duties of the Election Committee shall be as prescribed in Articles IV and V of these by-laws.

2. Membership. The Membership Committee shall consist of the Vice-President (as Chair) the Executive Director, and the full Board of Directors. The Executive Director serves as a non-voting member. The duties of the Membership Committee shall be as prescribed in Article V.

3. Special Committees. The power to create special committees and appoint their members rests with the Board.

4. Quorum. A majority of the members of a committee shall constitute a quorum for doing business.

5. Voting. A quorum being present, a majority shall carry a vote in any of the committees of the Corporation. Accepted meeting forms include alternatives as described in Article I, Section 9.

ARTICLE IV

Nominations and Elections

1. Availability. Any Professional Member may nominate any Professional Member, including himself or herself, for election to the Board or as President or Vice-President in the next election for which the office is open. The nominator must confirm the nominee’s willingness and availability prior to making the nomination.

2. Nomination Call. On or before January 20 the Election Committee shall issue a call to all Professional Members inviting them to nominate candidates for the Board and candidates for President or Vice-President from Professional Members of the Corporation. In even years, beginning in 2008, nominations shall be made for the Vice-President; in odd years, beginning in 2009, nominations shall be made for the President. Attached to the call for nominations shall be a list of Professional Members and a list of the Directors and Officers for the current and upcoming years, with an indication of those officers whose terms of office are expiring. The call shall specify the number of nominations that may be made. The Election Committee shall close the nominations four weeks after the mailing of the call on or around February 20 and shall tabulate the results. The persons receiving the highest number of nominations shall be immediately notified by the Chair of the Election Committee and, upon reconfirming their acceptance of the nomination, their names shall be placed on the official ballot. Any ambiguities including ties shall be resolved by the Election Committee

3. Ballots. No later than two weeks after closing the nominations (about March 7), the Election Committee shall send a copy of the final ballot to all Professional and Associate Members.

4. Closing. Four weeks after mailing the final ballot the election shall be closed (about April 7), and the Election Committee shall make a count of the votes.

5. Listings. Professional Members shall be provided ballots for the 3 (or 4) Director positions, and in even years, beginning in 2008, a ballot for the office of Vice-President; in odd years, beginning in 2009, a ballot shall be provided for the office of President. A Professional Member may stand for election on the ballots for Director and President or Vice-President. As a result of nominations a number of Professional Member names equal to twice the number of available positions for Director shall appear on the final ballot (to go to both Professional Members and Associate Members). The names of at least two but not more than three Professional Members who received the highest number of nominations shall appear on the ballot for the offices of President or Vice-President, as may be the case (to go to both Professional Members and Associate Members). In the election (with voting by Professional Members and Associate Members only) there shall be separate ballots for Director and, in alternate years, President or Vice-President, with the number of candidates on each as listed above. Since the ballots are independent, a person may be elected as President or Vice-President and also elected separately as a Director. In this case he/she will serve as President or Vice-President, and the candidate for Director with the next highest vote total shall serve as Director.

6. Number. For the Board elections, three or four places will regularly be open, plus any special vacancies, including that created by a serving Director being elected President or Vice-President. Special vacancies thus created will be filled after regular vacancies and shall be for the remainder of the unexpired term. In the final balloting, those three or more (depending on vacancies) who receive the largest number of votes for the Board (excluding anyone elected as President or Vice-President on the other ballot) will be the elected Directors to begin their terms as specified in Article I, Section 4.

7. President and Vice President. The candidate for President or Vice-President who receives the largest number of votes will be the elected to that office for the upcoming term.

8. Ties. Tie votes in the nominations and elections referred to in this section shall be decided by lots drawn by a member of the Election Committee other than the Vice-President.

ARTICLE V

Membership Committee

1. Membership Actions. Decisions on Professional and Associate membership applications and membership status shall require an affirmative vote of two-thirds of the members of the Membership Committee. All applications for membership in the Association are subject to the discretion of the Membership Committee and such Committee may refuse or reject an application for any reason or without cause. In deciding upon membership applications, the Vice-President (as ex-officio Chair of the Membership Committee) shall present to each member of the Committee an electronic copy of the pending Professional and Associate applications with all relevant documents. Each member of the Committee shall consider each application and send his/her vote to the Chair within two weeks of the date of the covering message by which the data were received. An affirmative 2/3 vote shall confer membership. The Chair of the Membership Committee shall periodically review all applications for Supporting or Student Member status. Granting and continuing Supporting or Student Member status shall be solely at the discretion of the Chair. Any or all of the duties of the Chair of the Membership Committee may be delegated to the Executive Director at the Chair’s discretion.

2. Ambiguous or Contested Applications. The Chair of the Membership Committee and/or the Executive Director shall use an electronic board forum or email for discussion to resolve any ambiguous or contested decisions on applications for membership.

ARTICLE VI

Membership

1. Professional Member. A Professional Member shall be a person: (a) who is engaged in the advancement of parapsychology as a science; and (b) who has prepared a paper on some aspect of parapsychology which, in the opinion of the Membership Committee, is of high professional caliber, and which has been published in a scientific journal or which merits such publication; and (c) who has a doctorate degree from a university of recognized standing or has a professional affiliation with a recognized academic institution or research organization or who has been nominated by three Directors; and (d) who has been nominated by two Professional Members of the Corporation; this requirement is fulfilled by a person who satisfies the third alternative requirement of (c); and (e) who has been elected by a vote of the Membership Committee; and (f) who has paid membership dues. Professional Members nominate candidates to the Board of Directors and to the offices of President and Vice President and have full voting rights in elections and meetings of the corporation.

2. Associate Member. An Associate Member shall be a person: (a) who is engaged in the advancement of parapsychology as a science; and (b) who has graduated from a university of recognized standing or has a professional affiliation with a recognized academic institution or research organization or who has been nominated by three Directors; and (c) who has been nominated by two Professional Members of the Corporation; this requirement is fulfilled by a person who satisfies the third alternative requirement of (b); and (d) who has been elected by a vote of the Membership Committee; and (e) who has paid membership dues. Associate Members have full voting rights in elections and meetings of the corporation.

3. Supporting Member. A Supporting Member shall be a person: (a) who has an interest in the scientific and scholarly advancement of parapsychology; and (b) who has paid the appropriate dues. Supporting Members do not have voting rights in the corporation.

4. Student Member. A Student Member shall be a person: (a) who has an interest in the scientific and scholarly advancement of parapsychology; and (b) who provides evidence of status as a high school student or a student at an accredited college or university working toward a baccalaureate or more advanced degree; and (c) who has paid the appropriate dues. Student Members do not have voting rights in the corporation.

5. Honorary Member. An Honorary Member shall be a person: (a) who, in the opinion of the Membership Committee, has made outstanding contributions to the advancement of parapsychology in areas other than scientific research; (b) who has been nominated by three Directors; and (c) who has been elected by a unanimous vote of the Membership Committee. An Honorary Member shall not pay membership dues. Honorary Members do not have voting rights in the corporation.

6. Previous Memberships. Any person who was a member of any class of the Parapsychological Association prior to incorporation shall become a member of the same class in the Parapsychological Association, Inc. as of the date of incorporation with all the rights and privileges as herein provided.

7. Charter Members. Anyone who was a Charter Member under the Parapsychological Association at the time of its inception shall become a Charter Member of the Parapsychological Association, Inc.

8. Reinstatement. If any Professional or Associate Member leaves the membership of the Parapsychological Association, Inc. by resignation or has not paid his or her dues within one year after the issuance of the dues notice, the qualifications of that person for membership shall be reexamined if a request is made for reinstatement. Reinstatement after a period of one year, even in the same membership category, shall not be automatic. (Note that this in no way changes the stipulation in the by-laws that non-payment of dues within three months of issuance of the notice shall result in suspension from the Corporation.)

9. Removal. Any member of the Parapsychological Association may be removed from the rolls of the organization for any reason with or without cause by a majority vote of the Board of Directors.

10. Meetings. Annual meetings of the members shall be held in conjunction with the Annual Convention or at such other places and times as the Board shall provide by resolution. Notification of such annual meetings shall be mailed or emailed to the membership at least 30 days in advance.

ARTICLE VII

Dues

1. Notice. Dues for Professional Members, Associate Members, Supporting Members, and Student Members are to be paid annually. Notice of the dues for the ensuing year shall be mailed to all Members and Supporting Members as early as possible in January. Repeat notices shall be sent at monthly intervals for three months if dues are not paid.

2. Non-Payment. Non-payment of dues within three months of issuance of the notice shall result in suspension from the Corporation.

3. Amounts. Dues for all Members and Affiliates shall be set by the Board from time to time. The Board may also establish reductions in dues for designated subgroups (e.g., students, retired persons) or may set charges for late payment of dues, as deemed necessary. The annual dues for the upcoming year, including pertinent reductions and penalties, shall be published in the Annual Report and Website.

4. Timing. Persons who become dues-paying members of the Corporation during each calendar year prior to the end of the Annual Meeting shall pay full dues for that year and vote in the election (as appropriate for their membership category) and receive the publications for that year. Persons who become dues-paying members later in the year shall be allowed the choice of paying first for that year or for the following year.

5. Waiver. In exceptional cases it shall be within the powers of the Board by unanimous vote to authorize payment of dues of Professional Members and Associate Members from the Treasury of the Corporation.

ARTICLE VIII

Convention and Publications

1. Convention. The Corporation each year shall sponsor a Convention to promote the purposes and goals of the Corporation as described in the Articles of Incorporation. The Board may from time to time sponsor other such meetings to further the educational and scientific goals of the Corporation.

2.Abstracts. The Corporation each year shall publish a full or abbreviated version of the Abstracts of the Annual Convention, in a form to be determined by the Board. This publication may be sold to Members and may also be sold to libraries and to non-members at the discretion of the Board.

3. Editor and Webmaster. The Board shall, by majority vote, elect an Editor and a Webmaster for an indefinite term of office who shall be responsible for bringing out the Corporation's publication(s) and maintaining its website with the advice and consent of the Board.

4. Additional Publications. Other publications may be issued at the discretion of the Board.

5. Affiliated Publications. The Board may designate other publications as being affiliated with the Corporation by mutual agreement. The continuation of the affiliation is subject to the discretion of the Board. Affiliated publications are offered to the membership at reduced rates set by each periodical and they are permitted to identify themselves as affiliated publications, are privileged to publish the regular announcements of the Corporation, and may publish or republish with the consent of the Board other material belonging to the Corporation.

ARTICLE IX

Rules of Procedure

All meetings of the Corporation shall be held in accordance with Modern Parliamentary Procedure by Ray E. Keesey.

ARTICLE X

Seal

The corporate seal shall be in such form as the Board of Directors, by resolution, shall require.

ARTICLE XI

Amendments

Amendments to the by-laws may be proposed by any Professional Member and submitted to the Secretary. The latter shall prepare copies of the proposed amendment and submit it to all Directors. An amendment shall become effective if approved by a two-thirds majority of the total number of Directors (i.e., affirmative votes by six Directors).