Section 1. General Powers.
The business and affairs of PSDS shall be managed by its Board of
Directors, except as otherwise provided by statute, by the Charter
or by these Bylaws.
Section 2. Number, Term and Qualifications.
The number of directors constituting the Board of Directors shall
be eleven (11). Each director so elected shall hold office until
his or her successor has been elected and qualified, or until
such time as he or she may voluntarily resign his or her seat.
Directors shall serve for a term of two years. Directors must
be residents of North Carolina, must be members of PSDS, and must
be at least 18 years of age.
Section 3. Elections. Elections of the
directors will be held during the PSDS sponsored dances during
the month of March each year. One-half of the total number of
directors will be elected each year [six (6) the first year, alternating
with five (5) in subsequent years] so that one-half of the Board
of Directors will remain stable each year and the full Board of
Directors is replaced or re-elected every two years.
Nominations will be taken throughout the month
of January preceding the election. A candidate must be nominated
by at least two members to be included on the ballot. Any candidate
so nominated may submit a brief biography and picture to be published
to the general membership prior to the election, provided, however,
that any bio or picture submitted less than twenty (20) days prior
to the election may be rejected.
Section 4. Meetings. The Board of Directors
shall meet at least once a month at a regular time and date to
be determined by the then sitting Board of Directors. In addition,
the Board of Directors may provide, by resolution, the time and
place for the holding of additional regular meetings. Special
meetings of the Board of Directors may be called by or at the
request of the President or any three directors.
Directors are expected to attend all meetings
of the Board of Directors. The Board of Directors reserves the
right to review and upon a two-thirds (2/3) vote of the full Board
censure or remove from office any member of the Board who, for
any reason and regardless of notice, has failed to attend three
regular meetings of the Board of Directors within a six month
period. Moreover, any director missing three regular meetings
of the Board within a six month period without having given prior
notice to the President or Vice President shall automatically
forfeit his or her seat on the Board of Directors, provided, however,
that the majority of the remaining members of the Board of Directors
may elect to waive the automatic forfeiture provision of this
section on a case-by-case basis.
Section 5. Notice of Meetings. Regular
meetings of the Board of Directors may be held with one (1) week's
notice. The person or persons calling a special meeting of the
Board of Directors shall, at least five days before the meeting,
give notice thereof by any usual means of communication. Such
notice need not specify the purpose for which the meeting is called.
Any director may waive notice of any meeting. The attendance by
a director at a meeting shall constitute a waiver or notice of
such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 6. Quorum. A two-thirds (2/3) majority
of the number of directors fixed by these Bylaws and then presently
holding office shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors. Except as otherwise
provided in the Bylaws, the act of the majority of the directors
then present at a meeting at which a quorum is present shall be
the act of the Board of Directors.
The following decisions require a two-thirds (2/3)
vote of the full board:
(1) Financial commitments over five hundred dollars ($500.00).
(2) Motions to limit debate on any subject.
(3) Major policy decisions (e.g. removing the ban on smoking or
alcohol at PSDS sponsored events). The determination of which
policy decisions are by definition major decisions thus requiring
a supermajority shall be left to the determination of the President
of the Board. The determination of the President in this matter
may be overturned by a simple majority vote.
(4) Removing a Board Member from Office.
(5) Expelling a member or suspending membership.
(6) Awarding an honorary membership.
Section 7. Vacancies. Any vacancy occurring
on the Board of Directors by those elected by the membership may
be filled by the affirmative vote of the majority of the remaining
directors even though less than a quorum. A director elected to
fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason
of an increase in the authorized number of directors or by reason
of the removal of a director by the Board shall be filled only
by election of the general membership at an annual meeting or
at a special meeting of members called for that purpose.
Section 8. Informal Action. Action taken
by a majority of the directors without a meeting is nevertheless
Board action if written consent to the action in question is signed
by all of the directors and filed with the minutes of the proceedings
of the Board, whether done before or after the action so taken.
Action taken by a committee duly appointed by a majority of the
Board shall be deemed Board action, provided that such actions
were within the scope of the authority given to the committee.
Section 9. Compensation. No Board member
may receive any financial compensation from PSDS except: Directors
who serve for twelve (12) consecutive months shall be granted
a one year honorary single membership to commence at the end of
this period of service.