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BYLAWS OF
THE WESTERN POLITICAL SCIENCE ASSOCIATION

As Amended:
May 10, 1998
March 26, 2000
March 27, 2003
September 3, 2004
August 31, 2006
March 8, 2007
August 30, 2007
August 28, 2008
October 3, 2011
April 1, 2012
April 20, 2015

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Table of Contents



ARTICLE I

Recitals and Statement of Purposes

Section 1. Name of Corporation. The name of this corporation shall be The Western Political Science Association and shall be referred to herein as the "Association."

Section 2. Association Is Nonprofit. This Association has been formed pursuant to the California Nonprofit Corporation Law as a public benefit corporation.

Section 3. Specific Purpose. The specific and primary purpose of this Association shall be to promote the study and teaching of government and politics, to foster research and to facilitate the discussion of public affairs. It is not the purpose of the Association to commit its membership on issues of public policy.

ARTICLE II

Principal Office

The principal office of the Association will be located at such place within one of the Regions described in Article III, section 4, below as the Executive Council may from time to time designate by resolution.

ARTICLE III

Membership

Section 1. Persons Eligible For Membership. The Members of this Association shall include and be limited to those persons who share in the purposes of the Association and who pay their annual dues.

Section 2. Term of Membership. Membership in the Association must be renewed annually by the payment of dues.

Section 3. Dues. The amount of annual dues shall be determined by the Executive Council of the Association. The Council shall set dues rates for individuals, students, and retired persons. Billing shall be annual, with the Association acting as its own collection agent.

Section 4. Regional Groupings of Members. The members of the Association shall be divided into three Regions, namely Region “A” which shall be the state of California; Region “B” which shall include the states of Arizona, Hawaii, Nevada, New Mexico, Texas, and Utah; and Region “C” which shall include the states of Alaska, Colorado, Idaho, Montana, Oregon, Washington, Wyoming, and the Canadian Provinces of British Columbia, Alberta, and Saskatchewan. Any reference in these Bylaws to the Regions shall mean and refer to these three Regions, collectively.

ARTICLE IV

Membership Voting

Section 1. Single Class of Membership. The Association shall have one class of voting membership consisting of those individuals identified in article III, section 1, above. Members within a particular Region shall be entitled to be elected to any vacant seat or seats on the Council which are to be filled by a representative of that Region (see article VI, section 2, below). Nominees for election to the Council who are not residents of States in any of the three designated Western Regions shall be assigned randomly by the Committee on Nominations to one of the three Regions.

Section 2. Member Voting Rights. On each matter submitted to a vote of the Members, whether at a meeting of the membership called and held pursuant to the provisions of these Bylaws or otherwise, each Member shall be entitled to cast one vote.

Section 3. Eligibility to Vote. The persons entitled to vote at any meeting of Members shall be those persons who are Members in good standing as of the record date determined in accordance with section 7 of article V hereof. In order to be in good standing, a Member must be current in the payment of all dues and not be subject to any suspension of voting rights.

Section 4. Manner of Casting Votes.

(a) Voting at Membership Meetings. Voting on any issue that is presented to the Members for approval at a membership meeting, including any uncontested election of Councilors may be by voice or by ballot. The vote on any issue properly before a meeting of the Members shall be conducted by secret ballot when determined by the Chairperson of the meeting, in his or her discretion, or when requested by 10 percent of the voting power of the membership present at the meeting. Otherwise voting at meetings shall be by voice or a show of hands.

(b) Written Ballot Voting. When a matter requires Member approval, such approvals may be solicited without calling a formal membership meeting if the procedures applicable to written ballot voting are observed (see section 5, below). Without limiting the foregoing, written ballot voting procedures shall be used whenever (i) nominations from the floor at a membership meeting create a contested election with respect to any vacancies then existing on the Executive Council; or (ii) a proposal to amend these Bylaws requires Member approval pursuant to Article XII, section 4, below.

(c) Proxy Voting Prohibited. Proxy voting shall not be permitted. Members must either vote in person at a meeting or by written ballot (see section 5, below).

(d) Cumulative Voting Prohibited. Cumulative voting shall not be permitted.

Section 5. Action by Written Ballot Without a Meeting.

(a) Written Ballots, Generally. Any matter or issue requiring the vote of the Members may be submitted for vote by written ballot without the necessity of calling a meeting of the Members, so long as the requirements for action by written ballot set forth in this section 5 are met. The determination to seek Member approval for Association action in this fashion shall only be made by a majority vote of the Executive Council. The written ballot voting procedure shall only be utilized in the election of Councilors in circumstances where the names of two or more candidates have been placed in nomination for the same vacant position and all candidates for a particular position achieve a minimum of 20 percent of the vote of the Members at the annual meeting.

(b) Distribution of Written Ballots. In the event that any matter or issue other than the election of Councilors in a contested election is to be voted upon by written ballot, the Executive Council shall establish a record date (see article V, section 7(b) (iii) hereof) and distribute the written ballot to every Member entitled to vote on the matter at least 30 days prior to the final date that the Executive Council establishes for the receipt of written ballots. Whenever the written ballot voting procedure is used in the election of Councilors, the ballots shall be mailed to all Members within 30 days following the membership meeting at which an election of Councilors becomes a contested election.

(c) Content of Written Ballots. Any written ballot distributed to the Members to vote on an issue other than the election of Councilors shall set forth the proposed action, provide an opportunity to specify approval or disapproval of the proposal. Written ballots used in any election of Councilors shall set forth the names of the candidates whose names are known to be in nomination at the time the ballot is issued. The ballot shall also provide a space where the Member can designate a vote for another candidate (i.e., a write-in candidate).

(d) Balloting Time Requirements.

(i) Election of Councilors. When written ballots are distributed to vote on the election of Councilors in a contested election the ballots must be returned to the Association at the address noted on the ballot or its return envelope within 30 days after the date the ballots are mailed to the Members.

(ii) Other Matters Submitted to Approval By Written Ballot. When written ballots are distributed to the Members to vote on any matter other than the election of Councilors, a reasonable time must be provided by the Association for the completion and return of the written ballot forms. The time fixed for the return of ballots may only be extended if the Executive Council so notifies the Members in the balloting materials originally sent to Members and then for no more than two successive periods of thirty days each. Notwithstanding the foregoing, the time fixed for return of written ballots in Councilor elections shall at all times coincide with the date of the annual meeting or the date of any special meeting that is called for purposes of electing Councilors, unless the meeting is duly adjourned in which case the written balloting period may be extended to the date the adjourned meeting is reconvened.

(e) Requirements for Valid Action by Written Ballot. Approval by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum specified in article V, section 4 of these Bylaws, and the number of approvals equals or exceeds the number of votes that would be required to approve the action if approval was sought at a meeting of the Members.

(f) Solicitation Rules. Written ballots shall be solicited in a manner consistent with the requirements of article V, section 3, pertaining to notice of Members' meetings. All solicitations of written ballots shall indicate the number of responses needed to meet the quorum requirement for valid action and, with respect to written ballots distributed for matters other than the election of Councilors, shall state the percentage of affirmative votes necessary to approve the measure submitted for Member approval. Finally, the solicitation materials accompanying a written ballot shall clearly state the deadline by which ballots must be received by the Association in order to be counted, unless this information is presented on the face of the ballot, itself.

(g) Notification of Balloting Results. Immediately following the close of the balloting process and tabulation of the ballots the Executive Council shall notify the Members of the outcome of the vote. If the number of ballots cast are insufficient to constitute a quorum, the Executive Council shall so notify the Members.

(h) Prohibition of Revocation. Once exercised, a written ballot may not be revoked.

(i) Conduct of Informational Meetings. Use of the written ballot procedures provided herein shall not preclude the Association from also conducting informational meetings of the Members or from scheduling a meeting to coincide with the culmination of the balloting period.

(j) Use of Written Ballots in Councilor Elections. Use of the written ballot voting procedure in the election of Councilors shall be subject to the additional rules specified in article VII, section 5 of these Bylaws.

Section 6. Majority Vote of Members Represented at Meeting Required. If a quorum is present, the affirmative vote of the majority of the voting power of Members represented at the meeting, entitled to vote and voting on any matter (other than the election of Councilors) shall be the act of the Members, unless the vote of a greater number is required by California's Nonprofit Corporation Law or by the Articles of Incorporation or Bylaws of this Association. In the case of Councilor elections, the candidates receiving the highest number of votes, up to the number of Councilors to be elected, shall be elected to the vacant seats on the Executive Council.

ARTICLE V

Membership Meetings

Section 1. Annual Meeting. There shall be an annual membership meeting at a date, time and location selected by the Executive Council, giving consideration to the following rotation among the Regions. Typically, the site of the annual meeting shall be rotated among the three Regions, with the meeting being conducted at a suitable location in California (Region A) every other year. The location of the annual meetings in years when the meeting is not in California shall also be determined by the Executive Council, giving due consideration to the need to rotate the location of the annual meeting between Region B (i.e., Arizona, etc.) and Region C (i.e., Alaska, etc.). In selecting a location, the Executive Council shall also be entitled to consider the merits of competing bids from potential host hotel facilities and the availability of suitable convention facilities. The Executive Council shall have the discretion to depart from the meeting location rotation concept described in the preceding sentences if the Council, in its discretion, determines that other factors favor departure from the usual rotation. The date, time and location for the annual meeting shall be set forth in the written notice of the meeting that is sent to the Members in accordance with section 3, below.

Section 2. Special Meeting.

(a) Persons Entitled to Call Special Meetings. A majority of the Executive Council, the President or 5 percent or more of the Members may call special meetings of the Members at any time to consider any lawful business of the Association.

(b) Procedures for Calling Special Meetings Requested by Members. If a special meeting is called by Members other than the Executive Council or the President, the request shall be submitted by such Members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the President, the Vice-President, or the Recording Secretary of the Association. The officer receiving the request shall cause notice to be promptly given to the Members entitled to vote, in accordance with the provisions of section 3 of this article V, that a meeting will be held, and the date, time and purpose for such meeting, which date shall be not less than 35 nor more than 90 days following the receipt of the request. If the notice is not given within the 20 days after receipt of the request, the persons requesting the meeting may give the notice. Nothing contained in this subsection shall be construed as limiting, fixing, or affecting the time when a meeting of Members may be held when the meeting is called by action of the Executive Council or the President.

Section 3. Notice of Members' Meetings.

(a) (a) Generally. All notices of meetings of Members (whether regular or special) shall be sent or otherwise given in writing to each Member who, on the record date for notice of the meeting (as provided in section 7 of this article V) is entitled to vote thereat, in accordance with subparagraph (c) of this section 3, not less than 10 nor more than 90 days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and (i) in the case of a special meeting, the general nature of the business to be transacted, and no other business may in that case be transacted, or (ii) in the case of a regular meeting, those matters which the Executive Council, at the time of giving the notice, intends to present for action by the Members; but any proper matter may be presented at the meeting for such action so long as a quorum is present. The notice of any meeting at which Councilors are to be elected shall include the names of all those individuals who are nominees at the time the notice is given to the Members. Nothing herein shall, preclude the Association from sending its Members or any other persons announcements of its forth-coming annual meeting at times which provide for more notice than is required hereunder, so long as a formal notice of the annual meeting is also sent to all Association Members within the times specified in the first sentence of this sub-paragraph (a).

(b) Special Notice Rules for Certain Material Transactions. If action is proposed to be taken at any meeting for approval of any of the following proposals, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s):

(i) Removing a Councilor without cause (see article VI, section 6(d) for discussion of authority to remove for cause);

(ii) Filling vacancies on the Executive Council under those circumstances where a vote of the Members is required pursuant to article VII, section 6 of these Bylaws;

(iii) Amending the Articles of Incorporation of the Association or these Bylaws in any manner requiring approval of the Members;

(iv) Voting upon any election to voluntarily terminate and dissolve the Association.

(c) (c) Manner of Giving Notice. Notice of any meeting of Members shall be given either personally or by first class mail, telegraphic or other written communication, including facsimile or electronic mail, charges prepaid, addressed to each Member either at the address or facsimile number of that Member appearing on the books of the Association or the address given by the Member to the Association for the purpose of notice. If for any reason notice is given by mail and the notice is not given by first class, registered or certified mail, the notice shall be given not less than 20 days (nor more than 90 days) before the meeting. If no address appears on the Association's books and no other has been given, notice shall be deemed to have been given if either:

(i) If no address appears on the Association’s books and no other has been given, notice shall be deemed to have been given if either:

1. notice is sent to that Member by first class mail or telegraphic or other written communication to the Association's principal office, or

2. notice is published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at that time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

(ii) Notice shall be given by electronic transmission, including facsimile or electronic mail only if:

1. The member has provided an unrevoked written consent to the use of such means of transmission for notice, and

2. The electronic transmission creates an internal record, confirming that the notice was sent and received, that is capable of retention, retrieval and review, and that may thereafter be rendered into clearly tangible form, and

3. The requirements applicable to consumer consent to electronic records are satisfied, as set forth in the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 (c) (1)

(iii) Notice shall not be given by electronic transmission including facsimile or electronic mail, after either of the following:

1. The Association is unable to deliver two (2) consecutive notices to the Member by electronic means, or

2. The inability to so deliver notice to the Member becomes known to the Recording Secretary, any Assistant Recording Secretary, a transfer agent or other person responsible for the giving of notice.

(d) Affidavit of Mailing; Effect Thereof. An affidavit of the mailing or other means of giving any notice of any Members' meeting may be executed by the Recording Secretary or the assistant Secretary of the Association, and if so executed, shall be filed and maintained in the minute book of the Association. Such affidavit shall constitute prima facie evidence of the giving of notice.

Section 4. Quorum Requirements.

(a) Quorum Requirements, Generally. Seven percent of the voting power of Members, represented in person at a meeting of the members or returning written ballots in any vote or election conducted in accordance with article IV, section 5, above, shall constitute a quorum for the transaction of business. However, in circumstances where the seven percent minimum quorum percentage has been satisfied, but less than one-third of all Members are in attendance at the meeting, the only matters that can be acted upon are those matters generally described in the notice of the meeting issued pursuant to section 3 of this article V.

(b) Effect of Members' Departure from Meetings. The Members present at a duly held meeting at which a quorum is initially present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the Members required to constitute a quorum.

Section 5. Adjourned Meeting. Any Members' meeting, annual or special, whether or not a quorum is present, may be adjourned to another time and/or place (but not for more than 45 days) by the vote of the majority of Members present at the meeting. Unless there is an absence of a quorum (in which case no other business may be transacted at that meeting except as provided in section 4(b) above), the reconvened meeting may take any action which might have been transacted at the original meeting. When a Members' meeting is adjourned to another time or place, notice need not be given of the new meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. Notwithstanding the foregoing, if after adjournment a new record date is fixed for notice or voting, a notice of the rescheduled meeting must be given to each Member who on the record date for notice of the meeting is entitled to vote thereat.

Section 6. Waiver of Notice or Consent by Absent Members.

(a) Correction of Technical Deficiencies in Conduct of Meetings. If decisions are made by the Members at a meeting where a quorum is present, but for which proper notice was not given to all Members for whatever reason, the decisions made at that meeting will be valid if, either before or after the meeting, each Member entitled to vote who was not present at the meeting consents to the meeting by signing (i) a written waiver of notice, (ii) a consent to holding the meeting, or (iii) an approval of the minutes. The waiver of notice need not specify the purpose or general nature of business to be transacted at such meeting unless action is taken or proposed to be taken on matters specified in section 3(b) of this article V, in which case, the waiver of notice must state the general nature of the matter. All such waivers, consents or approvals shall be filed with the Association records or be made part of the minutes of the meeting.

(b) Effect of Member's Attendance at Meetings. Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person attends the meeting for the sole purpose of objecting at the beginning of the meeting to the transaction of any business due to the inadequacy or illegality of the notice. Attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting which are required to be described therein pursuant to section 3(b) of this article V, if that objection is expressly made at the meeting.

Section 7. Record Dates for Member Notice, Voting and Giving Consents.

(a) Record Dates, Generally. Record dates are established below for the purpose of determining
which Members are entitled to receive notice of any meeting, vote, act by written ballot without a meeting or exercise any rights in respect to any other lawful action. Only Members of record on the date so fixed are entitled to notice, to vote, or to take action by written ballot or otherwise, as the case may be, notwithstanding any transfer of any membership on the books of the Association after the record date, except as otherwise provided in the Articles of Incorporation, by agreement, or in the California Nonprofit Mutual Benefit Corporation Law. Record dates may be changed by the Executive Council.
(i) In the case of determining those Members entitled to notice of a meeting, not be more than 90 nor less than 10 days before the date of the meeting;

(ii) In the case of determining those Members entitled to vote at a meeting, not be more than 60 days before the date of the meeting;

(iii) In the case of determining Members entitled to cast written ballots, not be more than 60 days before the day on which the first written ballot is mailed or solicited; and

(iv) In the case of determining Members entitled to exercise any rights in respect to other lawful action, not be more than 60 days prior to the date of such other action.

(b) "Record Date" Means as of Close of Business. For purposes of this section 7, a person holding a membership as of the close of business on the record date shall be deemed the Member of record.

ARTICLE VI

The Executive Council

Section 1. Powers of the Executive Council.

(a) Generally. Subject to the provisions of the California Nonprofit Mutual Benefit Corporation Law and any limitations in the Articles and these Bylaws relating to action required to be approved by the Members, the business and affairs of the Association shall be vested in and exercised by the Association’s Executive Council. The members of the Executive Council, who are referred to herein as “Councilors”, are the directors of the Association, as the term “directors” is defined in section 5047 of the Corporations Code and shall have all the powers and responsibilities of a Board of Directors under California law. The specific powers of the Executive Council, and the limitations thereon, are set forth in article VIII, hereof.

(b) Authority to Delegate Powers. Subject to the limitations expressed in article IX, section 1 (concerning the authority of committees) the Executive Council may delegate the management of the activities of the Association to any person or persons or committee. When such delegation occurs, the activities and affairs of the Association shall continue to be managed and all corporate powers shall continue to be exercised under the ultimate direction of the Executive Council.

Section 2. Number and Qualification of the Executive Council. The Executive Council of the Association shall consist of twenty-two (22) Councilors who shall be Members of the Association whose memberships are in good standing with all dues current and not subject to any suspension of voting privileges.

Section 3. Term of Office. Councilors shall serve for the following prescribed terms of office and until their successors have been elected and qualified:

(a) Regional Councilors. Twelve Councilors shall be elected for terms of three years each, with six of the twelve representing Region A, three Councilors representing Region B and three Councilors representing Region C. The terms of office for these Councilors shall be staggered so that, at each annual meeting, two Councilors are elected to represent Region A, one Councilor is elected to represent Region B and one Councilor is elected to represent Region C. The election of the Councilors described in this subparagraph (a) shall be conducted at the annual meeting of the Association, unless the election is to be conducted by written ballot in accordance with article IV, section 5, above.

(b) The Immediate Past President. The thirteenth Councilor shall be the retiring President of the Association who shall serve in an ex-officio capacity for a term of one year.

(c) The Editor of the Political Research Quarterly. The fourteenth Councilor shall be the editor of the Political Research Quarterly who shall be appointed by the Executive Council, subject to the approval of the appropriate authority of the University of Utah, the owner and publisher of the Political Research Quarterly. The specific term is to be agreed upon with the appropriate authority of the University of Utah.

(d) The Managing Editor of the Political Research Quarterly. The fifteenth Councilor shall be the managing editor of the Political Research Quarterly, who shall be appointed by the appropriate authority of the University of Utah. The Managing Editor shall serve in an ex-officio, non-voting capacity.

(e) The Editor of Politics, Groups and Identities. The sixteenth Councilor shall be the editor of Politics, Groups and Identities who shall be appointed by the Executive Council.

(f) Officer Positions on the Council. The last six Councilor positions shall be held by the six principal officers of the Association, with their terms of office as Councilors being concurrent with their terms as officers (see Article X, below).

There shall be no limitation upon the number of consecutive terms to which a Councilor may be re elected. Each Councilor, including a Councilor elected to fill a vacancy or elected at a special meeting of Members, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. The term of office of any newly elected Councilor shall begin at the beginning of the spring meeting of the Executive Council in the first year of the term. The newly elected Councilors and officers are welcome to attend earlier meetings of the Executive Committee, but they shall have no authority to make motions or to vote until their terms begin.

Section 4. Nomination of Councilors. Individuals can become candidates for election to those seats on the Executive Council that are filled by a vote of the Members or candidates to the elected officer positions (see article X, below) if their names are placed in nomination in either of the following ways: (i) the individual's name is placed in nomination by the Committee on Nominations appointed by the Executive Council; or (ii) the individual's name is placed in nomination by a motion from the floor at the annual meeting and the motion is supported by the affirmative vote of a least ten percent of those Members present at the meeting. Further nomination procedures, consistent with this section 4, may be prescribed by the Executive Council. Those procedures shall provide the opportunity for nominations from the floor at any meeting where elections are to be held. Nominees for election to the Council who are not residents of States in any of the three designated Western Regions shall be assigned randomly by the Committee on Nominations to one of the three Regions.

Section 5. Election of Councilors.

(a) Ex-Officio Councilors. The following members of the Executive Council shall hold office by virtue of the officer positions they hold: The President, the Executive Director (non-voting position), the Immediate Past President of the Association, the Editor of the Political Research Quarterly, the Editor of Politics, Groups, and Identities, and the Managing Editor of the Political Research Quarterly (non-voting position).

(b) Elected Councilors. The Vice President, the Recording Secretary, the Treasurer, and the Regional Councilors are elected to office by the Members. Unless there is a contested election (as discussed below), for a particular position on the Executive Council, these Councilors shall be elected to office at each annual meeting of the Members, with four of the twelve Regional positions being filled each year (see section 3(a), above). It is only when there is a contested election (wherein more than one Member's name has been placed in nomination for the same position on the Council and wherein each candidate for the position obtains a minimum of 20 percent of the vote of the Members at the annual meeting) that the election must be conducted by written ballot. At the annual membership meeting, the vote to elect Councilors shall be conducted by a voice vote or a show of hands.

Voting for all elected Councilor positions shall be conducted on an at large basis, rather than by Region. The persons thus elected shall be selected from among those persons nominated pursuant to section 3 above. If for any reason an annual meeting is not held or the Councilors are not elected at any annual meeting, the Councilors may be elected at any special meeting held for that purpose. Those candidates receiving the highest number of votes shall be elected as Councilors.

Section 6. Removal of Councilors and Filling Vacancies on the Executive Council

(a) Vacancies, Generally. A vacancy or vacancies in the Executive Council shall be deemed to exist on the occurrence of any of the following: (i) the death, resignation or removal of a Councilor pursuant to subparagraph (d) hereof; (ii) an increase of the authorized number of Councilors; or (iii) the failure of the Members, at any meeting of Members at which any Councilor or Councilors are to be elected, to elect the number of Councilors that were scheduled to be elected at such meeting.

(b) Resignation of Councilors. Except as provided in this subparagraph, any Councilor may resign, which resignation shall be effective on giving written notice to the President, the Executive Director, or the Executive Council, unless the notice specifies a later time for the resignation to become effective.

(c) Filling of Vacancies.

(i) Vacancy in Councilor Position Held by the President. If a vacancy occurs in the President's position on the Executive Council, the Vice-President shall assume the office of the President and shall thereafter occupy the President's position on the Executive Council.

(ii) Vacancy in Councilor Position Held by the Vice President. If a vacancy occurs in the Vice President's position, the Executive Council shall appoint a member of the Association to serve the remaining term of the Vice President and occupy the Vice President's position on the Executive Council.

(iii) Vacancy in Councilor Position Held by the Treasurer. If a vacancy occurs in the Treasurer's position, the Executive Council shall appoint a member of the Association to serve until the next annual meeting. A Treasurer shall be elected by the membership at this next annual meeting and she or he shall serve the remainder of the original term of the previously elected
Treasurer.

(iv) Vacancy in Councilor Position Held by Recording Secretary. . If a vacancy occurs in the Recording Secretary's position, the Executive Council shall appoint a member of the Association to serve until the next annual meeting. A Recording Secretary shall be elected by the membership at this next annual meeting and he or she shall serve the remainder of the original term of the previously elected Recording Secretary.

(v) Vacancy In Councilor Position Held by Executive Director. If the office of Executive Director is vacant, that vacancy shall be filled by action of the Executive Council and the new appointee shall thereupon become a member of the Executive Council and shall serve at the pleasure of the Council.

(vi) Other Vacancies on the Council. Any other vacancies on the Council shall be filled by a vote of the Members at the next annual meeting and the person thus elected shall serve for the remainder of his or her successor's term of office.

(d) Authority of the Members of the Executive Council to Remove Councilors. The Executive Council shall have the power and authority to remove a sitting Councilor and declare his or her office vacant if he or she has (i) been declared of unsound mind by a final order of court; (ii) been convicted of a felony; (iii) been found by a final order or judgment of any court to have breached any duty under sections 5230 through 5237 of the Corporations Code (relating to the standards of conduct of persons who serve as Councilors or in similar corporate capacities); or (iv) if the Councilor fails to attend three consecutive regular meetings of the Executive Council which have been duly noticed in accordance with California Law.

(e) Removal of Councilors by Action of the Members. Except as otherwise provided in the immediately preceding subparagraph, a Councilor may only be removed from office prior to expiration of his or her term by the affirmative vote of a majority of a quorum of the Members who are entitled to vote on the proposed recall. Any vote to recall a Councilor shall be conducted by written ballot.

(f) Reduction in Authorized Number of Councilors. No reduction of the authorized number of Councilors shall have the effect of removing any Councilor before his or her term of office expires.

ARTICLE VII

Meetings of the Executive Council

Section 1. Place of Meetings; Meetings by Telephone. Regular and special meetings of the Executive Council may be held at any suitable location in the United States that has been selected by the Executive Council. Notwithstanding the above provisions of this section 1, a regular or special meeting of the Executive Council may be held at any place consented to in writing by all the Councilors, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar conferencing communication equipment, so long as all Councilors participating in the meeting can hear one another, and all such Councilors shall be deemed to be present in person at such meeting.

Section 2. Regular Meetings of the Executive Council. Traditionally, the Association's annual meeting is scheduled as a convention which takes place over a period of three days. During the annual convention, the Executive Council customarily meets on the first and third days and the general membership meeting takes place on the second day of the convention. In addition, the Executive Council shall have at least one other regular meeting during the year which shall be scheduled to take place approximately six months following the annual meeting.

Notice of the date, time and place of regular meetings shall be communicated to the Councilors not less than 72 hours prior to the meeting; provided, however, that notice need not be given to any Councilor who has signed a written waiver of notice or consent to holding the meeting as more particularly provided in section 6 of this article VII.

Section 3. Special Meetings of the Executive Council. Special meetings of the Executive Council for any purpose may be called at any time by the President, the Vice-President, or any five Councilors.

Section 4. Notice of Meetings.

(a) Manner of Giving Notice. Notice of the time and place of any meetings of the Executive Council shall be given to each Councilor by one of the following methods: (i) by electronic transmission including facsimile or electronic mail; (ii) by personal delivery of written notice; (iii) by first class mail, postage prepaid; or (iv) by telephone communication, either directly to the Councilor or to a person at the Councilor's home or office who would reasonably be expected to communicate such notice promptly to the Councilor. All such notices shall be given or sent to the Councilor's address, telephone number, or facsimile number as shown on the records of the Association. Notice by electronic transmission shall follow the same restrictions as those noted for electronic notification of members in Article 5, Section 3 (ii) and (iii). Notice of a meeting need not be given to any Councilor who signs a written waiver of notice or a written consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at commencement of the meeting, the lack of notice to such Councilor. All such waivers, consents and approvals shall be filed with the Association records or made a part of the minutes.

(b) Time Requirements for Notices. Notices sent by first class mail shall be deposited into a United States mailbox at least four days before the time set for the meeting. Notices given by personal delivery, telephone, or telegraph shall be delivered, telephoned, or given to the telegraph company at least 48 hours before the time set for the meeting.

(c) Notice Contents. The notice shall state the date, time, place, and the general purpose of the meeting of the Executive Council.

Section 5. Quorum Requirements.

(a) Quorum Requirements, Generally. A majority of the authorized number of Councilors shall constitute a quorum for the transaction of business, except to adjourn as provided in section 7 of this article VIII.

(b) Effect of Actions Taken When Quorum is Present. Except as otherwise provided herein or in the Nonprofit Public Benefit Corporation Law, every act or decision done or made by a majority of the Councilors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Executive Council.

(c) Effect of Withdrawal of Councilors Once Quorum is Established. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Councilors below a quorum, if any action taken is approved by at least a majority of the required quorum for that meeting or such greater number as is required by the Articles of Incorporation or these Bylaws.

Section 6. Waiver of Notice. The transaction of any meeting of the Executive Council, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if (a) a quorum is present, and (b) either before or after the meeting, each of the Councilors not present, individually or collectively, signs a written waiver of notice, a consent to the holding of the meeting, or an approval of the minutes thereof. The waiver of notice or consent need not specify the purpose of the meeting. All waivers, consents, and approvals shall be filed with the Association records or made a part of the minutes of the meeting and shall have the same force and effect as a unanimous vote of the Executive Council. The requirement of notice of a meeting shall also be deemed to have been waived by any Councilor who attends the meeting without protesting before or at its commencement about the lack of notice.

Section 7. Adjournment. A majority of the members of the Executive Council present, whether or not constituting a quorum, may adjourn any meeting to another time and place or may adjourn for purposes of reconvening in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved and orders of business of a similar nature. If the meeting is adjourned for more than 24 hours, notice of adjournment to any other time or place shall be given prior to the time of the adjourned meeting to the Councilors who were not present at the time of the adjournment. Except as hereinabove provided, notice of adjournment need not be given.

Section 8. Action Without a Meeting. Any action required or permitted to be taken by the Executive Council may be taken without a meeting, if all members of the Executive Council, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as an unanimous vote of the Executive Council. Such written consent or consents shall be filed with the minutes of the proceedings of the Council. For purposes of this section, "all members of the Council" shall not include any "interested Councilor" as defined in section 5233 of the Corporations Code.

Section 9. Compensation. Councilors, officers and members of committees shall not be entitled to compensation for their services as such, although certain officers may be reimbursed for certain actual expenses incurred in the performance of their official duties, as more particularly provided in article XII, section 6, below. This section 9 shall not be construed to preclude any Councilor or officer from serving the Association in any other capacity, such as an agent, employee, or otherwise, and receiving compensation for those services.

ARTICLE VIII

Duties and Powers of the Executive Council

Section 1. Specific Powers. Without prejudice to the general powers of the Executive Council set forth in article VI, section 1, the Councilors shall have the power to:

(a) Exercise all powers vested in a nonprofit public benefit Executive Council under the laws of the State of California.

(b) Select the Executive Director of the Association as per article 10, section 2(b).

(c) Appoint and remove all Association employees; prescribe any powers and duties for such persons that are consistent with law, the Articles of Incorporation and these Bylaws; and fix their compensation.

(d) Appoint such agents and employ such other employees, including attorneys and accountants, as it sees fit to assist in the operation of the Association, and to fix their duties and to establish their compensation.

(e) Adopt and establish policies and procedures governing the affairs and activities of the Association, and take such steps as it deems necessary for the enforcement of such policies and procedures.

(f) Enforce all applicable provisions of these Bylaws.

(g) Contract for and pay premiums for insurance and bonds (including indemnity bonds) which may be required from time to time by the Association.

(h) Delegate its duties and powers hereunder to the officers of the Association or to committees established by the Executive Council, subject to the limitations expressed in section 1 of article IX hereof.

(i) Levy and collect dues and conference fees from the members of the Association.

(j) Prepare budgets and maintain a full set of books and records showing the financial condition of the affairs of the Association and at no greater than annual intervals prepare an annual financial report, a copy of which shall be delivered to each Councilor and Member as provided in article XI, section 3 hereof.

(k) Appoint such committees as it deems necessary from time to time in connection with the affairs of the Association in accordance with article IX hereof.

(l) Fill vacancies on the Executive Council or in any committee, except for a vacancy created by the removal of a Councilor by action of the Members.

(m) Open bank accounts and borrow money on behalf of the Association and designate the signatories to such bank accounts.

(n) Bring and defend actions on behalf of the Association so long as the action is pertinent to the operations of the Association.

(o) Plan the awards presentations for the annual membership meeting.

(p) Provide general oversight to, and administration of, the relationship between the Association and the Political Research Quarterly.

Section 2. Limitations on Powers.

(a) Self-Dealing Transactions. Notwithstanding the powers conferred on the Executive Council pursuant to section 1 above and article VIII, section 1 hereof, this Association shall not engage in any transaction which meets the definition of a "self dealing transaction" as defined in section 5233 of the Corporations Code unless the transaction has been approved by one of the means specified in subparagraph (d) of said section 5233.

(b) Transactions Between Corporations Having Common Directorships. Unless it is established that the contract or transaction is just and reasonable as to the Association at the time it is authorized, approved or ratified, this Association shall not enter into a contract or transaction with any other corporation, association or entity in which one or more of the Association's Councilors are directors unless the material facts as to the transaction and the Councilor's common directorship are fully known or disclosed to the Executive Council. The Council must approve, authorize or ratify any such contract or transaction in good faith and by a vote sufficient without counting the vote of the common Councilor(s).

(c) Loans to Councilors or Officers. This Association shall not make any loan of money or property to, or guarantee the obligation of, any Counselor or officer, unless the transaction is first approved by the California Attorney General. This provision shall not apply to any reasonable advance on account of expenses anticipated to be incurred in the performance of the Councilor's or officer's duties.

(d) Standards for Investment. Except as provided in sections 5240(c) and 5241 of the Corporations Code, in the investment, reinvestment, purchase, acquisition, exchange, sale and management of the Association's investments, the Executive Council shall do the following:

(i) Avoid speculation, looking instead to the permanent disposition of the funds, considering the probable income, as well as the probable safety of the Association's capital; and

(ii) Comply with additional standards, if any, imposed by the Articles of Incorporation, these Bylaws or the express terms of any instrument or agreement pursuant to which the invested assets were contributed to the Association.

(e) Filling Vacancies. Except as provided in article VI, section 5(c), fill any vacancy on the Executive Council created by the removal of a Councilor by action of the Members.

ARTICLE IX

Committees

Section 1. Qualifications For Service on Committees. Members of the various Committees of the Association shall be limited to Members of the Association whose memberships are in good standing.

Section 2. Standing Committees. The Association shall have the following standing committees:

(a) Committee on Nominations;

(b) Committees on Awards;

(c) Committee on the Status of Women in the Profession;

(d) Committee on the Status of Latinos/as in the Profession;

(e) Committee on the Status of Blacks in the Profession;

(f) Committee on the Status of Asian Pacific Americans in the Profession;

(g) Committee on Information Technology;

(h) Investment Policy Committee; and

(i) WPSA Wage Committee.

Terms of the committees shall be as follows: members of the Committees on Awards shall serve one year terms; members of the Status Committees and the Investment Policy Committee shall serve three year terms; members of the Committee on Nominations and the Committee on Information Technology shall serve two years terms; the members of the WPSA Wage Committee will consist of the immediate Past President of the Association, the Current President, and the Next President. [Article IX, Sections 1 and 2]

Section 3. Other Committees. In addition to the Standing Committees enumerated in section 1, above, the Executive Council may, by resolution adopted by a majority of the Councilors then in office, designate one or more committees, each consisting of two or more Members (who may also be Councilors), to serve at the pleasure of the Executive Council. Committees shall be advisory to the Executive Council unless the resolution forming the Committee has delegated to the Committee the authority of the Council with respect to matters within the Committee's area of assigned responsibility, except that no committee, regardless of Executive Council resolution, may:

(a) Take any final action on any matter which, under the Nonprofit Corporation Law of California, also requires approval of the Members.

(b) Fill vacancies on the Executive Council or on any committee which has been delegated any authority of the Executive Council.

(c) Amend or repeal Bylaws or adopt new Bylaws.

(d) Amend or repeal any resolution of the Executive Council or any policy or procedure of the Association.

(e) Appoint any other committees of the Executive Council or the members of those committees.

(f) Expend Association funds to support a nominee for Councilor after there are more people nominated for Councilor than can be elected.

(g) Approve any transaction (i) to which the Association is a party and one or more Councilors have a material financial interest; or (ii) between the Association and one or more of its Councilors or between the Association or any person in which one or more of its Councilors have a material financial interest.

Section 4. Meetings and Actions of Committees. Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of article VII of these Bylaws, concerning meetings of the Executive Council, with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Executive Council and its members, except that the time for regular meetings of committees may be determined either by resolution of the Executive Council or by resolution of the committee. Special meetings of committees may also be called by resolution of the Executive Council. Notice of special meetings of committees shall also be given to any and all alternate members, who shall have the right to attend all meetings of the committee. Minutes shall be kept of each meeting of any committee and shall be filed with the corporate records. The Executive Council may adopt policies and procedures not inconsistent with the provisions of these Bylaws for the governance of any committee and if the business of a committee does not require observance of the formalities required of meetings and actions of the Executive Council as specified in Article VIII, the Executive Council can dispense with any or all of such formalities in the resolution forming the committee or in the Association's policies and procedures.

ARTICLE X

Officers

Section 1. Officers. The officers of the Association shall be a President, a Vice-President, a Vice President-Elect, a Treasurer, a Recording Secretary, and an Executive Director, who shall be the chief financial officer of the Association. The Association may also have, at the discretion of the Executive Council, one or more assistant secretaries, one or more assistant treasurers, and such other officers as may be appointed in accordance with the provisions of section 3 following.

Section 2. Election of Officers. The officers of the Association, except such officers as may be appointed in accordance with the provisions of sections 3 and 5 following, shall be chosen as follows:

(a) The President. The President shall be the person who held the office of Vice-President in the immediately preceding year. Accordingly, the term of office of the President is one year. If the person who is serving as the Vice-President is unable or unwilling to serve as President, or if, following assumption of his or her duties as President, that person resigns or is otherwise unable, in the judgment of the Executive Council, to perform his or her duties, the immediate past President of the Association shall be invited to assume the duties of the President. If the immediate past President is unwilling or, in the judgment of the Executive Council, unable to serve as President, the vacancy shall be filled by a person selected by the votes of no less than one-half of all the members of the Executive Council.

(b) The Vice-President. The Vice-President is elected by the Members at the annual meeting and serves for a one year term. As noted above, in the following year, the Vice-President normally assumes the office of President of the Association. However, if the Vice-President resigns or is otherwise unable, in the judgment of the Executive Council, to perform his or her duties, the office of the Vice-President shall be filled by a person selected by the votes of no less than one-half of all the members of the Executive Council. Prior to assuming the position of Vice-President, the individual elected to this position will serve on the council as the Vice-President Elect. The term of office of Vice-President Elect will begin at the end of the spring meeting in which that officer has been elected and will continue until the end of the following spring meeting, when that person becomes Vice-President.

(c) The Treasurer. The Treasurer shall be elected by the Association Members at an annual meeting. The Treasurer shall serve a three year term.

(d) The Recording Secretary. The Recording Secretary shall be elected by the Association Members at an annual meeting. The Recording Secretary shall serve a three year term.

(e) The Executive Director. The Executive Director shall be chosen by majority vote of the Executive council and serves at its pleasure. The Executive Director is appointed to a minimum of a three year term, renewable in one to three year increments. She or he shall be compensated on a part-time basis as the Council deems appropriate and shall be an ex officio non-voting member of the Executive Council.

Section 3. Subordinate Officers. The Executive Council may appoint, and may empower the President to appoint, such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws and as the Executive Council may from time to time determine.

Section 4. Removal of Officers. Because they hold office as the result of being elected by the members, the persons who hold the office of President, Vice-President, Treasurer, and Recording Secretary may only be removed from office in the same manner as applied to the removal of directors under article VI, section 6, above. The Executive Director and any subordinate officer of the Association may be removed, either with or without cause, by the Executive Council at any regular or special meeting. The person holding the office of the immediate past President does so by virtue of his or her past service and therefore cannot be removed from office.

Section 5. Resignation of Officers. Any officer may resign at any time by giving written notice to the Executive Council or to the President or to the Recording Secretary. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Association under any contract to which the officer is a party.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.

Section 7. Duties and Powers of the President. The President is the principal administrative officer of the Association and shall report to the Executive Council and the membership. Among the President's powers are those to make appointments to committees and to expend funds on behalf of the Association. With respect to the appointment of a PRQ Editor Selection Committee, the President shall request nominations from the Executive Council, and from the list of nominations shall form a slate to be approved by the Executive Council by majority vote. The President shall preside at all meetings of the Executive Council, and shall have the general power and duties of management usually vested in the office of President of a corporation, together with such other powers and duties as may be prescribed by the Executive Council or the Bylaws.

Section 8. Duties and Powers of the Vice-President. During his or her term of office, the Vice-President shall serve as Program Chair with primary responsibility for organizing the program sections, panels, papers and program participants for the annual meeting held in the year in which the Vice-President is in office. In addition, the Vice-President shall, in the absence or disability of the President, perform all the duties of the President and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. He or she shall have such other powers and perform such other duties as from time to time may be prescribed by the Executive Council, these Bylaws or the Association's Policies and Procedures.

Section 9. Duties and Powers of the Treasurer. The Treasurer shall be responsible for oversight of the fiscal affairs of the Association. The Treasurer shall work with the Executive Director in the creation of the annual budget, financial report and annual membership report of the Association. The Treasurer shall submit the annual budget to the Executive Council for its approval. The Treasurer shall present the annual Financial Statement and the Annual Report of Membership to the Executive Council and to the Membership at the Annual Business Meeting.

Section 10. Duties and Powers of the Recording Secretary. The Recording Secretary, in consultation with the Executive Director, shall keep or cause to be kept at the principal office or other such other place as the Executive Council may order, a book of minutes of all meetings of Councilors, with the time and place of holding same, whether regular or special, or if special, how authorized, the notice thereof given, the names of those present at Councilor's meetings and the proceedings thereof. The Recording Secretary shall keep, or cause to be kept, appropriate current records showing the names and mailing addresses of the members of the Association. He or she shall give, or cause to be given, notice of all meetings of the Executive council required by the Bylaws or by law to be given, and he or she shall keep the seal of the Association in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Executive Council, these Bylaws or the Association's Policies and Procedures.

Section 11. Duties and Powers of the Executive Director. The Executive Director, in coordination with the President, Vice-President, and Recording Secretary, shall be responsible for all correspondence, mailings, announcements, notifications, and official agendas for Council and business meetings of the Association. Additionally, he or she shall be responsible for the oversight of site selection, hotel selection, contract negotiation, and all other elements of the local arrangements for the annual meeting,

The Executive Director shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Association. The books and records shall at all reasonable times be open to inspection by any Councilor. The Executive Director shall provide for the deposit of all monies and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Executive Council. He or she shall provide for the disbursement of the funds of the Association as may be ordered by the Executive Council and shall render to the President and Councilors whenever they request it, an account of all of his or her financial transactions and of the financial condition of the Association. In consultation with the Treasurer, the Executive Director shall be responsible for the payment of all expenses, bookkeeping, financial correspondence, and preparation of annual tax statements for the IRS and the California Franchise Tax Board. If required by the Executive Council, the Treasurer shall give the Association a bond in the amount and with the surety or sureties specified by the Executive Council for faithful performance of the duties of his or her office and for restoration to the Association of all its books, papers, vouchers, money, and other property of every kind in his or her possession or under his or her control on his or her death, resignation, retirement, or removal from office.

The Executive Director shall have such other powers and perform such other duties as from time to time may be prescribed by the Executive council, these Bylaws or the Association's Policies and Procedures.


ARTICLE XI

Association and Finances

Section 1. Description of Dues. The Councilors and the Members shall be obligated to pay annual dues as more particularly provided in article III, section 3, above.

Section 2. Checks. All checks or demands for money and notes of the Association shall be signed by the President or by the Executive Director or by such other officer or officers or such other person or persons as the Executive Council may from time to time designate.

Section 3. Financial Statements and Budgets.

(a) The Annual Financial Statement. The annual financial statement presented by the Treasurer as of March of each year shall list the Association's assets and liabilities, and shall include an annual budget showing expenditures for the current year and proposed expenditures for the next year. The income statements, statements of changes in financial position, and balance sheet referred to in this subparagraph (a) shall be accompanied by the report, if any, of any independent accountants engaged by the Association or the certificate of an authorized officer of the Association that the financial statements were prepared without audit from the books and records of the Association. The decision to employ the services of a professional accountant to prepare the Association's annual financial statements shall be in the sole discretion of the Executive Council.

(b) Approval of Budget by Executive Council. Each annual budget shall be submitted to the Executive Council for approval at least one day in advance of the annual membership meeting.

Section 4. Limitation on the Solicitation of Funds. No committee or other agency of the Association may solicit funds from outside persons or organizations without the express prior consent of the Executive Council.

Section 5. Allocation of Funds for Committee Activities. Upon request of any committee chairperson, the President is authorized and empowered to allocate funds for the committee's use up to a limit established for all committees by the Executive Council as part of the annual budget.

Section 6. Association Expense Reimbursement Policies. The Executive Council may adopt policies and procedures regarding the reimbursement of expenses incurred by the Association's officers for travel, food and lodging when the officers are conducting official business for the Association.

ARTICLE XII

Miscellaneous

Section 1. Inspection of Books and Records.

(a) Inspection by Members. All books, records, minutes (including minutes of meetings of Committees of the Executive Council), membership lists and papers of the Association shall at all times, during reasonable business hours, be subject to the inspection of any Member or his or her duly appointed representative at the offices of the Association for any purpose reasonably related to the Member's interest as such. Member's rights of inspection hereunder shall be exercisable on 10 days' written demand on the Association, which demand shall state the purpose for which the inspection rights are requested. Inspection rights shall be subject to the Association's right to offer a reasonable alternative to inspection within 10 days after receiving the Member's written demand (as more particularly set forth in section 6330 and following of the Corporations Code).

(b) Rules Regarding Exercise of Inspection Rights. The Executive Council may establish reasonable rules with respect to (i) notice of inspection, (ii) hours and days of the week when inspection may be made, and (iii) payment of the cost of reproducing copies of documents requested by the Member.

(c) Inspection by Councilors. Every Councilor shall have an absolute right at any reasonable time to inspect all books, records, documents and minutes of the Association and the physical properties owned by the Association. The right of inspection by a Councilor includes the right to make extracts and copies of documents.

Section 2. Use of Robert's Rules. Robert's Rules of Order (Revised) shall be the normal procedure used in all Association meetings and other activities necessitating reference to procedural rules, unless specifically superseded by rules adopted by the Executive Council or by California corporate law.

Section 3. Corporate Seal. The Association shall have a seal in circular form having within its circumference the words "Western Political Science Association, Incorporated March, 1995, State of California."

Section 4. Amendment or Repeal of Bylaws.

(a) Amendment by Councilors. Except as provided in this subparagraph (a), these Bylaws may be adopted, amended or repealed ("changed") by the vote of a majority of all Councilors. The foregoing right of the Councilors to change these Bylaws shall not apply to any amendment that: (i)Changes the number of Councilors (Corp. Code, ? 5151, subd. (b)); (ii)Changes any provision pertaining to Councilors who hold office by designation (Corp. Code, ? 5220, subd. (d)); (iii)Changes any provision pertaining to the filling of vacancies on the Executive Council which must, by the terms of these Bylaws, be filled by the vote of the Members (Corp. Code, ? 5224); (iv)Changes the quorum requirements for membership meetings (Corp. Code, ? 5512); (v)Changes the Bylaws' provisions governing the use of proxies (Corp. Code, ? 5613); (vi)Materially and adversely affects the rights of the Members as to voting, dissolution, redemption or transfer; (vii)Increases or decreases the number of Members authorized in total or for any class;(viii)Effects an exchange, reclassification or cancellation of all or part of the memberships; or (ix)Authorizes a new class of membership.

(b) Amendment by the Members. Except as provided in subparagraph (a), above, Bylaws may only be adopted, amended or repealed by the affirmative vote of a majority of the Members who are casting written ballots in a vote conducted pursuant to article IV, section 5, above.

Section 5. Notice Requirements. Any notice or other document permitted or required to be delivered as provided herein shall be delivered either personally or by mail in accordance with the notice requirements of article V, section 3 hereof.

Section 6. Annual Statement of General Information. As and when required by section 6210 of the Corporations Code, the Association shall file with the Secretary of State of the State of California, on the prescribed form, a statement setting forth the authorized number of Councilors, the names and complete business or residence addresses of all incumbent Councilors, the names and complete business or residence addresses of the President and the Executive Director; the street address of its principal office in this State, together with a designation of the agent of the Association for the purpose of service of process.

Section 7. Construction and Definitions. Unless the context requires otherwise or a term is specifically defined herein, the general provisions, rules of construction, and definitions in the California Nonprofit Corporation Law shall govern the construction of these Bylaws.

Section 8. Indemnification of Corporate Agents.

(a) Persons Eligible for Indemnification. Any person who was or is a Councilor, officer, employee or other agent of the Association (collectively "Agents") may be indemnified by the Association for any claims, demands, causes of action, expenses or liabilities arising out of, or pertaining to, the Agent's service to or on behalf of the Association to the full extent permitted by Corporations Code section 5238.

(b) Errors and Omissions Insurance. The Association shall have power to purchase and maintain insurance on behalf of any agent of the Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Association would have the power to indemnify the agent against such liability under section 5238 of the Corporations Code; provided, however, that the Association shall have no power to purchase and maintain such insurance to indemnify any agent of the Association for a violation of section 5233 of the Corporations Code.

Section 9. Nonpaid Councilors; Alleged Failure to Discharge Duties; No Monetary Liability. Except as provided in section 5233 or 5237 of the Corporations Code, there is no monetary liability on the part of, and no cause of action for damages shall arise against, any non-paid Councilor, including any non-paid Councilor who is also a non-paid officer, of this Association based upon any alleged failure to discharge the person's duties as Councilor or officer if the duties are performed in a manner that meets all of the following criteria:

(a) The duties are performed in good faith.

(b) The duties are performed in a manner such Councilor believes to be in the best interests of the Association.

(c) The duties are performed with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

Section 10. Personal Liability of Volunteer Councilor or Officer for Negligence.

(a) Except as provided in subparagraph (c), below, there shall be no personal liability to a third party on the part of a volunteer Councilor or volunteer executive committee officer of this Association caused by the Councilor's or officer's negligent act or omission in the performance of that person's duties as a Councilor of officer, if all of the following conditions are met:
(i) The act or omission was within the scope of the Councilor's or executive committee officer's duties.

(ii) The act or omission was performed in good faith.

(iii) The act or omission was not reckless, wanton, intentional, or grossly negligent.

(iv) Damages caused by the act or omission are covered pursuant to a liability insurance policy issued to the Association, either in the form of a general liability policy or a Councilor's and officer's liability policy, or personally to the Councilor or executive committee officer. In the event that the damages are not covered by a liability insurance policy, the volunteer Councilor or volunteer executive committee officer shall not be personally liable for the damages if the Executive Council and the person had made all reasonable efforts in good faith to obtain available liability insurance.

(b) For purposes of this section 10, "volunteer" means the rendering of services without compensation. "Compensation" means remuneration whether by the way of salary, fee, or other consideration for services rendered. However, the payment of per diem, mileage, or other reimbursement expenses to a Councilor or executive committee officer does not affect that person's status as a volunteer within the meaning of this section.

(c) This section does not eliminate or limit the liability of a Councilor or officer for any of the following:

(i) As provided in section 5233 or 5237 of the Corporations Code; or

(ii) In any action or proceeding brought by the California Attorney General.

Section 11. Gifts. The Executive Council may accept on behalf of the Association any contribution, gift, bequest, or devise for the general purposes of the Association.

CERTIFICATE OF SECRETARY

The undersigned, secretary of the corporation known as The Western Political Science Association, hereby certifies that the above and foregoing Bylaws, consisting of 21 pages, were duly adopted by the Members of the Association on the 27th day of April, 1996, and that they now constitute the Bylaws of the Association. These Bylaws were amended by vote of the Members on May 10, 1998.

 

By ________________________________________

Elizabeth F. Moulds, Secretary

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