Aug. 13, 2009
FULL DRAFT OF NEW PRS BYLAWS CIRCULATED
The PR Society circulated yesterday a full draft of its new bylaws, a sweeping re-write that changes the order of the sections, articles and sub-categories.
Increased board dominance over the affairs of the Society is a theme that runs throughout the proposals.
Society PRS’s law firm is Venable, a D.C.-based firm with 660 lawyers. Among lawyers assigned to PRS are Edward Boyle of the New York office, Jeffrey Tenenbaum and Ann Thomas.
Mike Cherenson, chair of PR Society
Mike Cherenson, chair of PR The Assembly, renamed the “Leadership Assembly,” would lose its power to elect directors and officers and would have as it chief function “advising” the board on “issues dealing with the profession.”
New wording says that the PRS chair and CEO “shall preside at the meetings of the Leadership Assembly.”
This wording is opposite that sought in 2006 by the Central Michigan chapter which wanted to model PRS after the American Bar Assn. and American Medical Assn.
Central Michigan proposed that “The Assembly shall have the power, by majority vote of those present, to pass resolutions instructing the directors to take action on matters concerning the business and affairs of the Society.” The Houses of Delegates of both the ABA and AMA are conducted by their own officers rather than board members, the chapter pointed out.
The PRS board waged an all-out fight against Central Michigan, saying the Assembly already had the powers it sought and that all 300 delegates would have to be given director insurance.
None of the other 109 chapters of PRS supported Central Michigan and the move was overwhelmingly defeated at the 2006 Assembly.
Senior members said that since 2006 the Assembly has appeared noticeably weaker. The board members who conduct the Assembly allowed it no time for “Town Halls” in both 2007 and 2008. The 2008 Assembly included 5.5 hours of leader presentations and a two-hour “thought exercise” and a lunch break of nearly two hours.
All attempts by delegates to raise subjects were rebuffed with the advice to take up the matter at the town hall (which never took place). The meeting was declared ended at 5 p.m. when only half the delegates voted to continue it. A two-thirds majority vote was needed.
Transcripts of the last four Assemblies have been withheld from the delegates as well as members.
Some members are distressed with the proposal that the board may “establish other classes of membership” without being subject to Assembly approval.
Debate on Bylaws Will Be Private
Members are told to submit amendments no later than Thursday, Oct. 9.
Delegates will be able to discuss the proposals at the Assembly Nov. 9 in San Diego.
Members of governance will discuss the proposals in a private PRS forum.
The formal document, six-pages in a small type-size, shows little evidence that any of the criticisms so far have been heeded by the re-write committee headed by Dave Rickey. He told the board meeting in April that discussion of the proposals has been “light.” About a dozen bylaw proposals were presented to the members in February.
Directors and officers would be elected directly by the membership instead of by the Assembly although how this would be accomplished is not addressed.
Boston Assembly delegate Mark McClennan has said such a proposal is unacceptable until details of the election process are revealed.
Rickey has said that the details would be spelled out in the “Policies and Procedures” manual sometime in 2010.
Judith Phair, 2005 president, and Anthony D’Angelo, 2007 treasurer, have criticized the bid to have a sitting board member act as chair of the nominating committee but this proposal remains.
They said this would be an intolerable conflict of interest since sitting directors would push for those who shared the beliefs of board members.
APRs Remain Dominant
Accredited members would remain dominant in PRS affairs under the new rules.
One rule is that all 11 members of the Ethics Board would have to be APR.
Non-APR members could run for national office but they would have to have been a leader of a section, district, chapter or national committee or be able to prove more than 20 years in PR with ever higher “responsibilities.”
The proposed bylaws appear to contradict themselves because there is said to be two classes of membership, “general and associate,” and Article III, Section 3 on “Rights and Privileges of Membership” says that “general members shall have the right to serve as a member of the board, chair of a committee and to hold Society national district or section offices.”
There is no provision in this Article except that they be dues-paying members.
Board Can Expel Members
There is this new Section 7 of Article III under Membership:
“Unless otherwise provided by these bylaws, the board may, by a majority vote, suspend or terminate a member for cause after a hearing, pursuant to procedures established by the board. Grounds constituting ‘cause’ shall be determined by the board in its sole discretion.”
A note with this section says “Attorney recommended addition.”
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