Bylaws

Article I.
The Board of Trustees

Section 1. The business of the Society shall be managed by its Board of Trustees, which shall be composed of no fewer than 21 trustees and no more than 36 trustees.

Section 2. The election of trustees by the membership shall be conducted at the annual meeting each year. The Nominating Committee will be responsible for ensuring and administering an orderly election process as authorized and directed by the Board of Trustees.

Section 3. Trustees generally serve a term of three years.

Section 4. Beginning with the re-election of the class of 2012, trustees shall serve no more than three consecutive terms, except for trustees who are elected to serve as chairman, who shall serve no more than four consecutive terms.

Section 5. To ensure continuity of leadership, the Society will maintain a “staggered board” and no more than 12 trustees shall be elected each year to three-year terms.

Section 6. Honorary Members, who are otherwise qualified for membership within the criteria described under Article II, may serve as trustees.

Section 7. No more than three Life Members may serve concurrently as trustees.

Section 8. Effective with the Class of 2012, incumbent trustees who retire from or otherwise leave the corporate, agency or academic positions they held when elected will serve until the completion of their term. They will not be eligible for re-election to the Board of Trustees unless they are employed full-time in a position that would qualify them for membership in the Page Society. To provide for desired leadership continuity, those who have or are currently serving as Board Chairman (previously President) will be exempt from this section.

Section 9. Vacancies on the Board of Trustees may be filled by vote of a majority of the remaining Board, though less than a quorum, and each person so elected shall be a trustee for a term not to exceed the remainder of the unexpired term of the predecessor trustee. Trustees so elected shall be eligible, subsequently, for election to a regular three-year term.

 

Article II.
Members

Section 1. Membership in the Society is restricted to persons who are or have been in policy making positions or who have demonstrated outstanding achievements in public relations or corporate communications.

Section 2. Each member will be classified as an individual, educator, life, non-profit or honorary members.

Section 3. Individual membership in the Society is for persons who: (1) hold the top corporate communications position and have a broad range of responsibilities. A candidate’s company should generate at least $2 billion in annual revenue; or (2) hold the CEO position in a public relations/communications agency (not to include subsidiaries in agencies, but can include appropriate management at holding companies) and meet the following two criteria: (a) lead an agency with annual fees of at least $5 million per year with the agency having been at that level for a minimum of five years, (b) be recognized as providing substantial strategic counsel to major corporations, particularly with Fortune 500 and Global 500 companies, at the C-Suite level. In addition to the above three requirements, preference will be given to candidates who are considered to be thought leaders in corporate communications, as evidenced by activities such as having leadership responsibility in organizations in the public relations or other industries, published articles, spoken at important forums and generally contributed to our industry.

The Arthur W. Page Society seeks to recruit the most influential organizations and candidates in the nonprofit and government sectors. Nonprofit organizations include public charities, private foundations, national associations, and research universities. Government agencies at the national level are also considered in this category. Membership in the category is limited to ten new members per year with a maximum total of ten percent of the membership. Individuals in this category will be selected based on clear criteria outlined in the board minutes (June 14, 2013).

Section 4. Educator membership in the Society is restricted to persons who are employed in a full-time public relations or corporate communications teaching position in a accredited institution of higher learning; and, are regarded as a thought leader in public relations or corporate communications based upon publication of a substantial body of research that has made a significant contribution to the body of knowledge and literature of our field. In addition, candidates must meet one of these two criteria: (1) possess an earned doctorate or its equivalent, (2) be currently serving as the director or senior faculty member of their program or instructional group in their institution of higher learning.

Section 5. Life membership in the Society is for persons who retired prior to December 31, 1992.

Section 6. Honorary membership in the Society may be extended to outstanding individuals who have made especially significant contributions to the profession, upon unanimous vote of the Society’s Board of Trustees.

Section 7. Annual dues for each category of membership, except honorary members who shall pay no dues, will be established annually by the Board of Trustees.

Section 8. Delinquency in the payment of dues of more than three months shall be sufficient reason to drop a person from membership in any category.

Section 9. Members joining or rejoining Page on or after June 29, 2011 must retain employment that would qualify them for membership. On an annual basis, during membership renewal, members whose current role makes them ineligible for continued Page Society membership will be allowed a one-year grace period to take employment in a qualifying role.

Section 10. Members who join after June 29th, 2011 and are not yet members for life must qualify for membership under their new membership category, if they switch from one category to another. For example, if a member moves from a Chief Communications Officer job to an agency position, he/she must qualify under the rules guiding agency membership in order to continue in the organization.

Section 11. Current members, who joined the organization before June 29th, 2011, will continue to enjoy membership-for-life, as long as they remain continuous members in good standing, including paying their dues by the last day in February each year.

Those members who joined or re-joined after June 29th, 2011 will be eligible to apply for lifetime membership after they have been a member in good standing for seven years.

In response to a Lifetime Membership Application, at its sole discretion, the Board may waive the seven year requirement for any Board Member in recogntion of his/her extraordinary service.

Hall of Fame, Distinguished Service Award winners,  as well as past Chairs of Page’s Board of Trustees will always automatically qualify as lifetime members.

A committee will review these applications for lifetime membership and make recommendations based on professional accomplishments, the individual’s role as a thought leader, attendance at Page Society events and conferences, financial support, and committee activities.

Article III.
Annual Meeting

Section 1. An annual meeting of the Society for the election of new trustees shall be held each fall on such date as the Chairman shall determine, at such time and at such place as shall be designated in a notice of meeting.

Section 2. Written notice of the annual meeting, including trustee nominations, shall be provided to each member at least 15 days prior to the date of the meeting, directed to the member’s address as it appears on the books of the Society.

Section 3. A meeting of the Board of Trustees for the election of officers and the transaction of general business shall be held following the annual meeting.

Section 4. Terms for trustees elected at the annual meeting shall commence on January 1 of the following year.

Section 5. Terms of office for officers, including the chairman, shall be for one year, commencing on January 1. Officers are eligible for re-election to subsequent terms subject only to board term limitations.

Section 6. Candidates for Trustee will not be eligible for election if there is currently a Trustee serving on the Board from the same organization. In the event a current Trustee changes affiliation mid-term causing Board representation of multiple Trustees from the same organization, the Trustee who holds the most senior position in their organization will remain on the Board and the other Trustee will resign his/her Board post at the end of the calendar year. Those serving as chairman or past chairmen of the Society are exempt from this policy

 

Article IV.
Meetings of Trustees

Section 1. Regular meetings of the Board of Trustees shall be held at such times and places as the Board may determine.

Section 2. Special meetings of the Board of Trustees may be held upon notice to the trustees at the call of the Chairman or at the call of two or more trustees. At least three days notice of such special meeting, stating the time, place and purpose of the meeting, shall be given by mail, e-mail or telephone directed to the trustee’s address or telephone number as they appear on the books of the Society, unless a different address is supplied by the trustee for the purpose of notice.

Section 3. A majority of the entire Board shall constitute a quorum.

Section 4. Any action required or permitted to be taken by the Board may be taken without a meeting if all trustees consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consent by the trustees shall be filed with the minutes of the proceedings of the Board.

Section 5. Any one or more trustees may participate in a meeting of the Board by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participating by such means shall constitute presence in person at the meeting.

 

Article V.
Officers

Section 1. The officers of the Society shall be elected by the Board of Trustees and shall consist of a Chairman, who shall be the Chairman of the Board of Trustees, such number of Vice Chairmen (or other designations) and agents as the Board may from time to time determine, a Secretary and a Treasurer. Any two or more of such offices may be held by the same person.

Section 2. The officers shall be selected from among the trustees of the Society and it is expected that the Nominating Committee will assist the incumbent Chairman in ensuring an adequate leadership team and orderly succession.

Section 3. The Board of Trustees may appoint such other officers and agents as the Board may consider necessary.

 

Article VI.
Duties of the Chairman

Section 1. The Chairman shall be the Chief Executive Officer of the Society, shall preside at all meetings of the Board, and shall have such authority and perform such duties as usually appertain to the chief executive of a nonprofit corporation.

Section 2. The Vice Chairman(s) shall have such powers and perform such duties as may be delegated by the Chairman, or prescribed by the Board of Trustees.

 

Article VII.
Duties of the Treasurer

Section 1. The Treasurer shall receive all funds and property of the Society, and shall hold, deposit, invest or disburse them under the direction of the Board of Trustees.

Section 2. The Treasurer shall keep full and regular books, showing all receipts, deposits, investments and disbursements. He or she shall make such reports and perform such other duties as the Chairman or Board of Trustees may require. The books shall be open at all times to the inspection of the Chairman.

Section 3. The Treasurer shall at least once annually recommend to the Board of Trustees a schedule of dues for the Society pursuant to Article II.

Section 4. The Treasurer shall oversee the preparation of a monthly financial position statement.

Section 5. The fiscal year of the Society shall be the calendar year commencing January 1 and ending December 31 of each year.

 

Article VIII.
Duties of the Secretary

Section 1. The Secretary shall send notice to the trustees of meetings of the Board where notice is required to be given; and he or she shall perform such other duties as may be required by the Chairman or Board of Trustees, and such
as usually appertain to the office of Secretary.

Section 2. The Secretary shall keep an accurate record of the proceedings of the Board of Trustees and of the annual meetings of the Society.

 

Article IX.
Committees

Section 1. Committees of Trustees. The Board of Trustees, by resolution adopted by one-third (1/3) of the Trustees in office, or the Executive Committee as provided by Section 1 (a) infra, may designate one or more committees, each of which shall consist of three (3) or more Trustees. Such committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Trustees in the management of the Society; but the designation of such committees and the delegation thereto of authority shall not relieve the Board of Trustees or any individual Trustee of any responsibility imposed by law on the Board of Trustees or any individual Trustee. Committee chairpersons shall serve a maximum of five consecutive one-year terms. The Chairman shall serve as an ex-officio member of all committees.

In addition to such special committees contemplated in this Section and the Executive Committee as provided in Section 1 (a) infra, the Board of Trustees shall have two (2) additional permanent committees.

The permanent committees shall be: Section 1 (a): Executive. The Executive Committee of the Board shall be elected by the Board of Trustees pursuant to these Bylaws and, except when the Board is in session, shall be empowered and authorized to exercise all the powers and perform all the duties of the Society’s full Board of Trustees for the conduct of the Society’s affairs including jurisdiction over all other committees of the Society, now existing or hereinafter created, except that it shall have no power to act with respect to the creation, alteration, or dissolution of the duties or membership of the Executive Committee itself.

The Executive Committee will consist only of the officers of the Society and two (2) trustees selected at-large.

A majority vote of the members present at a meeting at which a quorum is present shall be the act of the Committee. The Executive Committee shall make a full report of its activities to the Board at the next meeting of the Board of Trustees.

The Executive Committee shall establish appropriate methods for reviewing the performance of the President and shall set the compensation of the President annually prior to the conclusion of the fiscal year.

Section 1 (b): Nominating. The Nominating Committee shall, at appropriate times and in consultation with the Chairman, recruit, review, and provide nominees for the Board of Trustees as well as nominees to be elected as officers of the Board pursuant to Article I, Section 2. The Committee shall also establish appropriate orientation for new members of the Board and for new members of committees in consultation with the Chairman and other appropriate officers.

Section 1 (c): Financial Planning and Operations. The Financial Planning and Operations Committee shall consult and give advice to the Board of Trustees on all financial matters affecting the Society. The oversight role of this committee shall include review of the operating and capital budgets and the overall functioning of the staff. The Committee shall regularly monitor and review the Society’s financial condition and report to the Board of Trustees.

Section 2. Each regular member of the Board of Trustees shall serve on at least one (1) committee. Persons other than trustees may be members of any committee, subject to the guidelines provided in these Bylaws.

Section 3. A majority of any committee shall constitute a quorum. A majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action.

 

Article X.
Amendment

These Bylaws may be amended by the Board of Trustees at any regular meeting by a majority vote of the full Board, or at two successive meetings by a majority vote of a quorum present. The notice of any special meeting of the Board at which such action is to be taken shall set forth the substance of the proposed amendment.

Adopted January 1988
Amended March 17, 1993
Amended November 10, 1994
Amended February 8, 2001
Amended April 1, 2004
Amended October 22, 2006
Amended September 15, 2009
Amended November 4, 2009
Amended November 2010
Amended September 11, 2011
Amended August 16, 2012
Amended April 4, 2013

Additional information is available on the Arthur W. Page Society Web site at www.awpagesociety.com, including board member biographies, Annual Reports and meeting dates and times. Should you have any questions, please contact the president, Roger Bolton at 212-400-7959 x 101 or by e-mail at rbolton@awpagesociety.com.