People's Independent Consumers Association Bylaws

  EIN # 47-5033056
A Texas Nonprofit Public-Benefit 501-C3

As amended 01 January 2016

TABLE OF CONTENTS

 

 

ARTICLE I: MISSION AND CORE VALUES

Section 1. MISSION

The mission of People's Independent Consumers Association is to better every community we enter by allowing the homeless to have a chance to restart in life and helping the low income handicap by completing all necessary modifications to their home making them more accessible.

1. Relieve the homeless population in every city we enter with the creation of PICA Houses.

2. Assuring the low income handicap to make all the necessary modifications to their home.

3. Bring integrity back to the construction industry with a free PICA Protection Plan.

Section 2. CORE VALUES

In performing its mission, the following core values should guide the decisions and actions of PICA:

1. Uphold integrity under any circumstance.

2. Treat each person with dignity and respect.

3. To meet or exceed our consumers' expectations of us.

4. Committed to continual improvement of the community.

5. Always have an open line of communication.

6. Do what is right regardless of the circumstances or outcome.

7. To make sure everyone is treated fairly.

These core values are deliberately expressed in very general terms, so that they may provide useful and relevant guidance in the broadest possible range of circumstances. Because they are not narrowly prescriptive, the specific way in which they apply, individually and collectively, to each new situation will necessarily depend on many factors that cannot be fully anticipated or enumerated; and because they are statements of principal rather than practice, situations will inevitably arise in which perfect fidelity to all seven core values simultaneously is not possible. Any PICA body making a recommendation or decision shall exercise its judgement to determine which core values are most relevant and how they apply to the specific circumstance of the case at hand, and to determine, if necessary, an appropriate and defensible balance among competing values.

 

 

ARTICLE II: POWERS

Section 1. GENERAL POWERS

Except as otherwise provided in the Articles of Incorporation or these By Laws, the powers of PICA shall be exercised by, and its property controlled and its business affairs conducted by or under the direction of, the Board of Directors. With respect to any matters that would fall within the provisions of Article III, Section 6, the Board may act only by a majority vote of all members on the Board. In all other matters, except as otherwise provided in these By Laws or by the law, the Board may act by majority vote of those present at annual, regular, or special meeting of the Board. Any references in these By Laws to a vote of the Board shall mean the vote of only those members present at the meeting where a quorum is present unless otherwise specifically provided in these By Laws by reference to "all of the members of the Board."  

Section 2. RESTRICTIONS

PICA shall not act as contractor in competition with entities affected by the policies of PICA. Nothing in this Section is intended to prevent PICA from taking whatever steps are necessary to protect the operational stability and the integrity of the association in the event of financial failure of a Member or Consumer or other emergency.

Section 3. NON-DISCRIMINATORY TREATMENT

PICA shall not apply its standards, policies, procedures, or practice inequitably or single out any particular party for disparate treatment unless justified by substantial and reasonable cause, such as the promotion of effective competition.

 

 

ARTICLE III: TRANSPARENCY

Section 1. PURPOSE

PICA and its constituent bodies shall operate to the maximum extent feasible in an open transparent manner and consistent with procedures designed to ensure fairness.

Section 2. WEBSITE

PICA shall maintain a publicly-accessible Internet Web site ("MyPICA.info"), which may include, among other things, (i) a calendar of scheduled meetings of the Board, Supporting Organizations, and Advisory Committees; (ii) a docket of all pending policy development matters, including their schedule and current status; (iii) specific meeting notices and agendas as described below; (iv) information on PICA's budget, annual audit, financial contributors and the amount of their contributions, and related matters; (v) information about the availability of accountability mechanisms, including reconsideration, independent review, and Ombudsman activities, as well as information about the outcome of specific requests and complaints invoking these mechanisms; (vi) announcements about PICA activities of interest to significant segments of the PICA community; (vii) comments received from the community on policies being developed and other matters; (viii) information about PICA's physical meetings and public forums; and (ix) other information of interest to the PICA community.  

Section 3. MANAGER OF PUBLIC PARTICIPATION

There shall be a staff position designated as Manager of Public Participation, or such other title as shall be determined by the President, that shall be responsible, under the direction of the President, for coordinating the various aspects of public participation in PICA, including the Website and various other means of communicating with and receiving input from the general community of Internet users.

Section 4. MEETING NOTICES AND AGENDAS

At least seven days in advance of each Board meeting (or if not practicable, as far in advance as is practicable), a notice of such meeting and, to the extent known, an agenda for the meeting shall be posted.

Section 5. MINUTES AND PRELIMINARY REPORTS

1. All minutes of meetings of the Board and Supporting Organizations (and any counsels thereof) shall be approved promptly by the originating body and provided to the PICA Secretary for posting on the Website.

2. No later than 11:59 p.m. on the second business day after the conclusion of each meeting (as calculated by local time at the location of PICA's principal office), any resolutions passed by the Board of Directors at that meeting shall be made publicly available on the Website; provided, however, that any actions relating to personnel or employment matters, legal matters (to the extent the Board determines it is necessary or appropriate to protect the interests of PICA), matters that PICA is prohibited by law or contract from disclosing publicly, and other matters that the Board determines, by a three-quarters (3/4) vote of Directors present at the meeting and voting, are not appropriate for public distribution, shall not be included in the preliminary report made publicly available. The Secretary shall send notice to the Board of Directors and the Chairs of the Supporting Organizations (as set forth in Articles VIII-X of these Bylaws) and Advisory Committees (as set forth in Article XI of these Bylaws) informing them that the resolutions have been posted.

3. No later than 11:59 p.m. on the seventh business day after the conclusion of each meeting (as calculated by local time at the location of PICA's principal office), any actions taken by the Board shall be made publicly available in a preliminary report on the Website, subject to the limitations on disclosure set forth in Section 5.2 above. For any matters that the Board determines not to disclose, the Board shall describe in general terms in the relevant preliminary report the reason for such nondisclosure.

4. No later than the day after the date on which they are formally approved by the Board (or, if such day is not a business day, as calculated by local time at the location of PICA's principal office, then the next immediately following business day), the minutes shall be made publicly available on the Website; provided, however, that any minutes relating to personnel or employment matters, legal matters (to the extent the Board determines it is necessary or appropriate to protect the interests of PICA), matters that PICA is prohibited by law or contract from disclosing publicly, and other matters that the Board determines, by the a three-quarters (3/4) vote of Directors present at the meeting and voting, are not appropriate for public distribution, shall not be included in the minutes made publicly available. For any matters that the Board determines not to disclose, the Board shall describe in general terms in the relevant minutes the reason for such nondisclosure.

Section 6. NOTICE AND COMMENT ON POLICY ACTIONS

1. With respect to any policies that are being considered by the Board for adoption that substantially affect the operation of the Internet or third parties, including the imposition of any fees or charges, PICA shall:

a. Provide public notice on the Website explaining what policies are being considered for adoption and why, at least twenty-one days (and if practical, earlier) prior to any action by the Board; 

b. Provide a reasonable opportunity for parties to comment on the adoption of the proposed policies, to see the comments of others, and to reply to those comments, prior to any action by the Board; and

c. In those cases where the policy action affects public policy concerns, to request the opinion of the PICA Advisory Committee and take duly into account any advice timely presented by the PICA Advisory Committee on its own initiative or at the Board's request.

2. Where both practically feasible and consistent with the relevant policy development process, an in-person public forum shall also be held for discussion of any proposed policies as described in Section 6(1)(b) of this Article, prior to any final Board action.

3. After taking action on any policy subject to this Section, the Board shall publish in the meeting minutes the reasons for any action taken, the vote of each Director voting on the action, and the separate statement of any Director desiring publication of such a statement.

Section 7. TRANSLATION OF DOCUMENTS

As appropriate and to the extent provided in the PICA budget, PICA shall facilitate the translation of final published documents into various appropriate languages. 

 

 

ARTICLE IV: ACCOUNTABILITY AND REVIEW

Section 1. PURPOSE

In carrying out its mission as set out in these Bylaws, PICA should be accountable to the community for operating in a manner that is consistent with these Bylaws, and with due regard for the core values set forth in Article I of these Bylaws. The provisions of this Article, creating processes for reconsideration and independent review of PICA actions and periodic review of PICA's structure and procedures, are intended to reinforce the various accountability mechanisms otherwise set forth in these Bylaws, including the transparency provisions of Article III and the Board and other selection mechanisms set forth throughout these Bylaws.

Section 2. RECONSIDERATION

1. PICA shall have in place a process by which any person or entity materially affected by an action of PICA may request review or reconsideration of that action by the Board.

2. Any person or entity may submit a request for reconsideration or review of a PICA action or inaction ("Reconsideration Request") to the extent that he, she, or it have been adversely affected by:

a. One or more staff actions or inaction that contradict established PICA policy(ies); or

b. One or more actions or inaction of the PICA Board that have been taken or refused to be taken without consideration of material information, except where the party submitting the request could have submitted, but did not submit, the information for the Board's consideration at the time of action or refusal to act.

3. The Board has designed the Board Governance Committee to review and consider any such Reconsideration Requests. The Board Governance Committee shall have the authority to:

a. Evaluate requests for review or reconsideration;

b. Determine whether a stay of the contested action pending resolution of the request is appropriate;

c. Conduct whatever factual investigation is deemed appropriate;

d. Request additional written submissions from the affected party, or from other parties; and

e. Make a recommendation to the Board of Directors on the merits of the request.

4. PICA shall absorb the normal administrative costs of the reconsideration process. It reserves the right to recover from a party requesting review or reconsideration any costs which are deemed to be extraordinary in nature. When such extraordinary costs can be foreseen, that fact and the reasons why such costs are necessary and appropriate to evaluating the Reconsideration Request shall be communicated to the party seeking reconsideration, who shall then have the option of withdrawing the request or agreeing to bear such costs.

5. All Reconsideration Requests must be submitted to an e-mail address designated by the Board Governance Committee within thirty days after:

a. For requests challenging Board actions, the date on which information about the challenged Board action is first published in a preliminary report or minutes of the Board's meetings; or

b. For requests challenging staff actions, the date on which the party submitting the request became aware of, or reasonably should have become aware of, the challenged staff action; or

c. For requests challenging either the Board or staff inaction, the date on which the affected person reasonably concluded, or reasonably should have concluded, that action would not be taken in a timely manner.

6. All Reconsideration Requests must include the information required by the Board Governance Committee, which shall include at least the following information:

a. Name, address, and contact information for the requesting party, including postal and e-mail addresses;

b. The specific action or inaction of PICA for which review is sought;

c. The date of the action or inaction;

d. The manner by which the requesting party will be affected by the action or inaction;

e. The extent to which, in the opinion of the party submitting the Request  for Reconsideration, the action or inaction complained of adversely affects others;

f. Whether a temporary stay of any action complained of is requested, and if so, the harms that will result if the action is not stayed;

g. In the case of staff action or inaction, a detailed explanation of the facts as presented to the staff and the reasons why the staff's action or inaction was inconsistent with established PICA policy(ies);

h. In the case of Board action or inaction, a detailed explanation of the material information not considered by the Board and, if the information was not presented to the Board, the reasons the party submitting the request did not submit it to the Board before it acted or failed to act;

i. What specific steps the requesting party asks PICA to take-i.e., whether and how the action should be reversed,cancelled, or modified, or what specific action should be taken; 

j. The grounds on which the requested action should be taken; and

k. Any documents the requesting party wishes to submit in support of its request.

7. All Reconsideration Requests shall be posted on the Website.

8. The Board Governance Committee shall have authority to consider Reconsideration Requests from different parties in the same proceeding so long as (i) the requests involve the same general action or inaction and (ii) the parties submitting Reconsideration Requests are similarly affected by such action or inaction.

9. The Board Governance Committee shall review Reconsideration Requests promptly upon receipt and announce, within thirty days, its intention to either decline to consider or proceed to consider a Reconsideration Request after receipt of the Request. The announcement shall be posted on the Website.

10. The Board Governance Committee announcement of a decision not to hear a Reconsideration Request must contain an explanation of the reasons for its decision.

11. The Board Governance Committee may request additional information of clarifications from the party submitting the Request for Reconsideration.

12. The Board Governance Committee may ask PICA staff for its views on the matter, which comments shall be made publicly available on the Website.

13. If the Board Governance Committee requires additional information, it may elect to conduct a meeting with the party seeking Reconsideration by telephone, e-mail or, if acceptable to the party requesting reconsideration, in person. To the extent any information gathered in such a meeting is relevant to any recommendation by the Board Governance Committee, it shall so state in its recommendation.

14. The Board Governance Committee may also request information relevant to the request from third parties. To the extent any information gathered is relevant to any recommendation by the Board Governance Committee, it shall so state in its recommendation.

15. The Board Governance Committee shall act on a Reconsideration Request on the basis of the public written record, including information submitted by the party seeking reconsideration or review, by the PICA staff, and by any third party.

16. To protect against abuse of the reconsideration process, a request for reconsideration may be dismissed by the Board Governance Committee where it is repetitive, frivolous, non-substantive, or otherwise abusive, or where the affected party had notice and opportunity to, but did not, participate in the public comment period relating to the contested action, if applicable. Likewise, the Board Governance Committee may dismiss a request when the requesting party does not show that it will be affected by PICA's action.

17. The Board Governance Committee shall make a final recommendation to the Board with respect to a Reconsideration Request within ninety days following its receipt of the request, unless impractical, in which case it shall report to the Board the circumstances that prevented it from making a final recommendation and its best estimate of the time required to produce such a final recommendation. The final recommendation shall be posted on the Website.  

18. The Board shall not be bound to follow the recommendations of the Board Governance Committee. The final decision of the Board shall be made public as part of the preliminary report and minutes of the Board meeting at which the action is taken.

19. The Board Governance Committee shall submit a report to the Board on an annual basis containing at least the following information for the preceding calendar year:

a. The number and general nature of Reconsideration Requests received;

b. The number of Reconsideration Requests on which the Board Governance Committee has taken action;

c. The number of Reconsideration Requests that remained pending at the end of the calendar year and the average length of time for which such Reconsideration Requests have been pending;

d. A descriptive of any Reconsideration Requests that were pending at the end of the calendar year for more than ninety (90) days and the reasons that the Board Governance Committee has not taken action on them;

e. The number and nature of Reconsideration Requests that the Board Governance Committee declined to consider on the basis that they did not meet the criteria established in this policy;

f. For Reconsideration Requests that were denied, an explanation of any other mechanisms available to ensure that PICA is accountable to persons materially affected by its decisions; and 

g. Whether or not, in the Board Governance Committee's view, the criteria for which reconsideration may be requested should be revised, or another process should be adopted or modified, to ensure that all persons materially affected by PICA decisions have meaningful access to a review process that ensures fairness while limiting frivolous claims.

20. Each annual report shall also aggregate the information on the topics listed in paragraph 19(a)-(e) of this Section for the period beginning 01 January 2016.

Section 3. INDEPENDENT REVIEW OF BOARD ACTIONS

1. In addition to the reconsideration process described in Section 2 of this Article, PICA shall have in place a separate process for independent third-party review of the Board actions alleged by an affected party to be inconsistent with the Articles of Incorporation or Bylaws.

2. Any person materially affected by a decision or action by the Board that he or she asserts is inconsistent with the Articles of Incorporation or Bylaws may submit a request for independent review of that decision or action.

3. Requests for such independent review shall be referred to an Independent Review Panel ("IRP"), which shall be charged with comparing contested actions of the Board to the Articles of Incorporation and Bylaws, and with declaring whether the Board has acted consistently with the provisions of those Articles of Incorporation and Bylaws.

4. The IRP shall be operated by a national arbitration provider appointed from time to time by PICA ("the IRP Provider") using arbitrators under contract with or nominated by that provider.

5. Subject to the approval of the Board, the IRP Provider shall establish operating rules and procedures, which shall implement and be consistent with this Section 3.

6. Either party may elect that the request for an independent review be considered by a three-member panel; in the absence of any such election, the issue shall be considered by a one-member panel.

7. The IRP Provider shall determine a procedure for assigning members to individual panels; provided that if PICA so directs, the IRP Provider shall establish a standing panel to heat such claims.

8. The IRP shall have the authority to:

a. Request additional written submissions from the party seeking review, the Board, the Supporting Organizations, or from other parties;

b. Declare whether an action or inaction of the Board was inconsistent with the Articles of Incorporation or Bylaws; and

c. Recommend that the Board stay any action or decision, or that the Board take any interim action, until such time as the Board reviews and acts upon the opinion of the IRP.

9. Individuals holding an official position or office within the PICA structure are not eligible to serve on the IRP.

10. In order to keep the costs and burdens of independent review as low as possible, the IRP should conduct its proceedings by e-mail and otherwise via the Internet to the maximum extent feasible. Where necessary, the IRP may hold meetings by telephone.

11. The IRP shall adhere to conflicts-of-interest policy stated in the IRP Provider's operating rules and procedures, as approved by the Board.

12. Declarations of the IRP shall be in writing. The IRP shall make its declaration based solely on the documentation, supporting materials, and arguments submitted by the parties, and in its declaration shall specifically designate the prevailing party. The party not prevailing shall ordinarily be responsible for bearing all costs of the IRP Provider, but in an extraordinary case the IRP may in its declaration allocate up to half of the reasonableness of the parties' positions and their contribution to the public interest. Each party to the IRP proceedings shall bear its own expenses.

13. The IRP operating procedures, and all petitions, claims, and declarations, shall be posted on the Website when they become available.

14. The IRP may, in its discretion, grant a party's request to keep certain information confidential, such as trade secrets.

15. Where feasible, the Board shall consider the IRP declaration at the Board's next meeting.

Section 4. PERIODIC REVIEW OF PICA STRUCTURE AND OPERATIONS

1. The Board shall cause a periodic review of the performance and operation of each Supporting Organization, each Supporting Organizations Council, each Advisory Committee (other than the PICA Advisory Committee), and the Nominating Committee by an entity or entities independent of the organization under review. The goal of the review, to be undertaken pursuant to such criteria and standards as the Board shall direct, shall be to determine (i) whether that organization has a continuing purpose in the PICA structure, and (ii) if so, whether any change in structure or operations is desirable to improve its effectiveness.

These periodic reviews shall be conducted no less frequently than every five years, based on feasibility as determined by the Board. Each five-year-cycle will be computed from the moment of the reception by the Board of the final report of the relevant review Working Group.

The results of such reviews shall be posted on the Website for public review and comment, and shall be considered by the Board no later than the second scheduled meeting of the Board after such results have been posted for 30 days. The consideration by the Board includes the ability to revise the structure or operation of the parts of PICA being reviewed by a two-thirds vote of all members of the Board.

2. The PICA Advisory Committee shall provide its own review mechanisms.

 

 

ARTICLE V: OMBUDSMAN

Section 1. OFFICE OF OMBUDSMAN

1. There shall be an Office of Ombudsman, to be managed by an Ombudsman and to include such staff support as the Board Determines is appropriate and feasible. The Ombudsman shall be a full-time position, with salary and benefits appropriate to the function, as determined by the Board.

2. The Ombudsman shall be appointed by the Board for an initial term of two years, subject to renewal by the Board.

3. The Ombudsman shall be subject to dismissal by the Board only upon a three-fourths (3/4) vote of the entire Board.

4. The annual budget for the Office of Ombudsman shall be established by the Board as part of the annual PICA budget process. The Ombudsman shall submit a proposed budget to the President, and the President shall include that budget submission in its entirety and without change in general PICA budget recommended by the PICA President to the Board. Nothing in this Article shall prevent the President from offering separate views on the substance, size, or other features of the Ombudsman's proposed budget to the Board. 

Section 2. CHARTER

The charter of the Ombudsman shall be to act as a neutral dispute resolution practitioner for those matters for which the provisions of the Reconsideration Policy set forth in Section 2 of Article IV or the Independent Review Policy set forth in Section 3 of Article IV have not been invoked. The principal function of the Ombudsman shall be to provide an independent internal evaluation of complaints by members of the PICA community who believe that the PICA staff, Board or a PICA constituent body has treated them unfairly. The Ombudsman shall serve as an objective advocate for fairness, and shall seek to evaluate and where possible resolve complaints about unfair or inappropriate treatment by PICA staff, the Board, or PICA constituent bodies, clarifying the issues and using conflict resolution tools such as negotiation, facilitation, and "shuttle diplomacy" to achieve these results.

Section 3. OPERATIONS

The Office of Ombudsman shall:

1. Facilitate the fair, impartial, and timely resolution of problems and complaints that affected members of the PICA community (excluding employees and vendors/suppliers of PICA) may have with specific actions or failures to act by the Board or PICA staff which have not otherwise become the subject of either the Reconsideration or Independent Review Policies;  

2. Exercise discretion to accept or decline to act on a complaint or question, including by the development of procedures to dispose of complaints that are insufficiently concrete, substantive, or related to PICA's interactions with the community so as to be inappropriate subject matters for the Ombudsman to act on. In addition, and without limiting the foregoing, the Ombudsman shall have no authority to act in any way with respect to internal administrative matters, personnel matters, issues relating to membership on the Board, or issues related to vendor/supplier relations;

3. Have the right to have access to (but not to publish if otherwise confidential) all necessary information and records from PICA staff and constituent bodies to enable an informed evaluation of the complaint and to assist in dispute resolution where feasible (subject only to such confidentiality obligations as are imposed by the complainant or any generally applicable confidentiality policies adopted by PICA);

4. Heighten awareness of the Ombudsman program and functions through routine interaction with the PICA community and online availability;

5. Maintain neutrality and independence, and have no bias or personal stake in an outcome; and

6. Comply with all PICA conflicts-of-interest and confidentially policies.

Section 4. INTERACTION WITH PICA AND OUTSIDE ENTITIES

1. No Pica employee, Board member, or other participant in Supporting Organizations or Advisory Committees shall prevent or impede the Ombudsman's contact with the PICA community (including employees of PICA). PICA employees and Board members shall direct members of the PICA community who voice problems, concerns, or complaints about PICA to the Ombudsman, who shall advise complainants about the various options available for review of such problems, concerns, or complaints.

2. PICA staff and other PICA participants shall observe and respect determinations made by the Office of Ombudsman concerning confidentiality of any complaints received by that Office.

3. Contact with the Ombudsman shall not constitute notice to PICA of any particular action or cause of action.

4. The Ombudsman shall be specifically authorized to make such reports to the Board as he or she deems appropriate with respect to any particular matter and its resolution or the inability to resolve it. Absent a determination by the Ombudsman, in his or her sole discretion, that it would be inappropriate, such reports shall be posted on the Website.

5. The Ombudsman shall not take any actions not authorized in these Bylaws, and in particular shall not institute, join, or support in any way any legal actions challenging PICA structure, procedures, processes, or any conduct by the PICA Board, staff, or constituent bodies.

Section 5. ANNUAL REPORT

The Office of Ombudsman shall publish on an annual basis a consolidated analysis of the year's complaints and resolutions, appropriately dealing with confidentiality obligations and concerns. Such annual report should include a description of any trends or common elements of complaints received during the period in question, as well as recommendations for steps that could be taken ti minimize future complaints. The annual report shall be posted on the Website.

 

 

ARTICLE VI: BOARD OF DIRECTORS

Section 1. COMPOSITION OF THE BOARD

The PICA Board of Directors ("Board") shall consist of thirteen voting members ("Directors"). In addition, up to four non-voting liaisons ("Liaisons") shall be designated for the purposes set forth in Section 9 of this Article. Only Directors shall be included in determining the existence of quorums, and in establishing the validity of votes taken by the PICA Board.

Section 2. DIRECTORS AND THEIR SELECTION; ELECTION OF CHAIRMAN AND VICE-CHAIRMAN

1. The Directors shall consist of:

a. Eight voting members selected by the Nominating Committee established by Article VII of these Bylaws. These seats on the Board of Directors are referred to in these Bylaws as Seats 1 through 8.

b. Two voting members selected by the At-Large Community according to the provisions of Article IX of these Bylaws. This seat on the Board of Directors is referred to in these Bylaws as Seats 9 and 10.

c. Two voting members from the general public shall make up seats 11 and 12.

d. The President ex officio, who shall be a voting member and account for seat 13.

e. Seats 14 through 17 are non-voting liaisons according to the provisions of Section 9 of this Article.

2. In carrying out its responsibilities to fill Seats 1 through 8 along with Seats 11 and 12, the Nominating Committee shall seek to ensure that the PICA Board is composed of members who in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 3 of this Article. At no time when it makes its selection shall the Nominating Committee select a Director to fill any vacancy or expired term whose selection would cause the total number of Directors (not including the President) from cities in any one Geographic Region (as defined in Section 5 of this Article) to exceed five; and the Nominating Committee shall ensure when it makes its selections that the Board includes at least one Director who is from a city in each PICA Geographic Region ("Diversity Calculation").

For purposes of this sub-section 2 of Article VI, Section 2 of the PICA Bylaws, if any candidate for director maintains residence of more than one city, or has been domiciled for more than five years in a Region of which the candidate does not maintain residency ("Domicile"), that candidate may be deemed to be from either city and must select in his/her Statement of Interest the city of residency or Domicile that he/she wants the Nominating Committee to use for Diversity Calculation purposes. For purposes of this sub-section 2 of Article VI, Section 2 of the PICA Bylaws, a person can only have one "Domicile," which shall be determined by where the candidate has a permanent residence and place of habitation.

3. In carrying out their responsibilities to fill Seats 9 and 10, the Supporting Organizations and the At-Large Community shall seek to ensure that the PICA Board is composed of members that in the aggregate display diversity in geography, culture, skills, experience, and perspective, by applying the criteria set forth in Section 3 of this Article. At any given time, no two Directors selected by a Supporting Organization shall be residents from the same city or of states located in the same Geographic Region.

For purposes of this sub-section 3 of Article VI, Section 2 of the PICA Bylaws, if any candidate for director maintains residency of more than one city, or has been domiciled for more than five years in a city of which the candidate does not maintain residency ("Domicile"), that candidate may be deemed to be from either city and must select in his/her Statement of Interest the city of residency or Domicile that he/she wants the Supporting Organization or the At-Large Community to use for selection purposes. For purposes of this sub-section 3 of Article VI, Section 2 of the PICA Bylaws, a person can only have one "Domicile" which shall be determined by where the candidate has a permanent residence and place of habitation.

4. The Board shall annually elect a Chairman and a Vice-Chairman from among the Directors, not including the President. 

Section 3. CRITERIA FOR SELECTION OF DIRECTORS

PICA Directors shall be:

1. Accomplished persons of integrity, objectivity, and intelligence, with reputations for sound judgement and open minds, and a demonstrated capacity for thoughtful group decision-making;

2. Persons with an understanding of PICA's mission and the potential impact of PICA decisions on the entire community, and committed to the success of PICA;

3. Persons who will produce the broadest cultural and geographic diversity on the Board consistent with meeting the other criteria set forth in this section.

4. Persons who, in the aggregate, have personal familiarity with the operation of P.A.I.N.T. (Picas Automated Information Network Terminal), with Internet technical standards and protocols; with policy-development procedures, legal traditions, and the public interest; and with the broad range of business, individual, academic, and non-commercial users of the Internet;

5. Persons who are willing to serve as volunteers, without compensation other than the reimbursement of certain expenses; and

6. Person who are able to work and communicate in written and spoken English.

Section 4. ADDITIONAL QUALIFICATIONS

1. Notwithstanding anything herein to the contrary, no official of a national government or a multinational entity established by treaty or other agreement between national governments may serve as a Director. As used herein, the term "official" means a person (i) who holds an elective governmental office or (ii) who is employed by such government or multinational entity and whose primary function with such government or entity is to develop of influence governmental or public policies.

2. No person who serves in any capacity (including as a liaison) on any Supporting Organization Council shall simultaneously serve as a Director or liaison to the Board. If such a person accepts a nomination to be considered for selection by the Supporting Organization Council or the At-Large Community to be a Director, the person shall not, following such nomination, participate in any discussion of, or vote by, the Supporting Organization Council or the committee designated by the At-Large Community relating to the selection of Directors by the Council or Community, until the Council or committee(s) designated by the At -Large Community has selected the full complement of Directors it is responsible for selecting. In the event that a person serving in any capacity on a Supporting Organization Council accepts a nomination to be considered for selection as a Director, the constituency group or other group or entity that selected the person may select a replacement for purposes of the Council's selection process. In the event that a person serving in any capacity on the At-Large Advisory Committee accepts a nomination to be considered for selection by the At-Large Community as a Director, the Regional At-Large Organization or other group or entity that selected the person may select a replacement for purposes of the Community's selection process.

3. Persons serving in any capacity on the Nominating Committee shall be ineligible for selection to positions on the Board as provided by Article VII, Section 8.

Section 5. REGIONAL REPRESENTATION

In order to ensure broad regional representation on the Board, the selection of Directors by the Nominating Committee, each Supporting Organization and the At-Large Community shall comply with all applicable diversity provisions of these Bylaws or of any Memorandum of Understanding referred to in these Bylaws concerning the Supporting Organization. One intent of these diversity provisions is to ensure that at all times each Geographic Region   shall have at least one Director, and at all times no region shall have more than five Directors on the Board (not including the President). As used in these Bylaws, each of the following is considered to be a "Geographic Region": Pacific Time Zone, Mountain Time Zone, Central Time Zone and Eastern Time Zone. These are the four regions and they are subject to further diversifying as PICA grows.

Section 6. DIRECTORS' CONFLICTS OF INTEREST

The Board, through the Board Governance Committee, shall require a statement from each Director not less frequently than once a year setting forth all business and other affiliations that relate in any way to the business and any other affiliations of PICA. Each Director shall be responsible for disclosing to PICA any matter that could reasonably be considered to make such Director an "interested director" within the meaning of Section 5233 of the California Public Benefit Corporation Law ("CNPBCL"). In addition, each Director shall disclose to PICA any relationship or other factor that could reasonably be considered to cause the Director to be considered to be an "interested person" within the meaning of Section 5227 of the CNPBCL. The Board shall adopt policies specifically addressing Director, Officer, and Supporting Organization conflicts of interest. No Director shall vote on any matter in which he or she has a material and direct financial interest that would be affected by the outcome of the vote.

Section 7. DUTIES OF DIRECTORS

Directors shall serve as individuals who have the duty to act in what they reasonably believe are the best interests of PICA and not as representatives of the entity that selected them, their employees, or any other organizations or constituencies.

Section 8. TERMS OF DIRECTORS

1. The regular term of office of Director Seats 1 through 13 shall begin as follows:

a. The regular terms of Seats 1 through 3 shall begin at the conclusion of PICA's annual meeting in 2015 and each PICA annual meeting every third year after 2017;

b. The regular terms of Seats 4 through 6 shall begin at the conclusion of PICA's annual meeting in 2015 and each PICA annual meeting every third year after 2016;

c. The regular terms of Seats 7 and 8 shall begin at the conclusion of PICA's annual meeting in 2015 and each PICA annual meeting every third year after 2015;

d. The terms of Seats 9 and 10 shall continue until the conclusion of PICA's Mid-year Meeting after PICA's annual meeting in 2015. The next terms of Seats 9 and 10 shall begin at the conclusion of the annual meeting occurring after the 2015 PICA annual meeting and each annual meeting every third year after 2014;

e. The first regular term of Seats 11 and 12 shall begin at the conclusion of PICA's Mid-year Meeting after the 2016 PICA annual meeting and each PICA annual meeting every third year after 2016;

f. Seat 13 is held by the President and starting Chairman of the Board, Scotty Lee Emery and held for a period of indefinite until the President chooses his successor;

g. For the purposes of this Section, the term "Mid-year Meeting" refers to the first PICA Public Meeting occurring no sooner than six and no later than eight months after the conclusion of PICA's annual general meeting. In the event that a Mid-year Meeting is scheduled and subsequently cancelled within six months prior to the date of its commencement, the term of any seat scheduled to begin at the conclusion of the Mid-year Meeting shall begin on the date the Mid-year Meeting was previously scheduled to conclude. In the event that no Public Meeting is scheduled during the time defined for the Mid-year Meeting, the term of any seat set to begin at the conclusion of the Mid-year Meeting shall instead begin on the day six months after the conclusion of PICA's annual meeting;

2. Each Director holding any of Seats 1 through 12, including a Director selected to fill a vacancy, shall hold office for a term that lasts until the next term for that Seat commences and until a successor has been selected and qualified or until that Director resigns or is removed in accordance with these Bylaws.

3. At least two months before the commencement of each annual meeting, the Nominating Committee shall give the Secretary of PICA written notice of its selection of Directors for vacant Seats with terms beginning at the conclusion of the annual meeting.

4. At least two months before the date specified for the commencement of the term specified in paragraphs 1.d-g above, any Supporting Organization or the At-Large Community entitled to select a Director for a Seat with a term beginning that year shall give the Secretary of PICA written notice of its selection.

5. Subject to the provisions of the Transition Article of these Bylaws, a Director may serve several consecutive terms. For these purposes, a person selected to fill a vacancy in a term shall not be deemed to have served that term. Any prior service in Seats 1 through 12 as such terms were defined in the Bylaws as of April 27, 2016, so long as such service was not to fill a vacancy, shall be included in the calculation of consecutive terms under this paragraph.

6. The term as Director of the person holding the office of President shall be for as long as, and only for as long as, such person holds the office of President.

Section 9. NON-VOTING LIAISONS

1. The non-voting liaisons shall or may include but not limited to:

a. One appointed by the PICA Advisory Committee;

b. One appointed by the Advisory Committee established by Article IX of these Bylaws; and

c. One appointed by the Security and Stability Advisory Committee established by Article IX of these Bylaws.

2. The non-voting liaisons shall serve terms that begin at the conclusion of each annual meeting. At least one month before the commencement of each annual meeting, each body entitled to appoint a non-voting liaison shall give the Secretary of PICA written notice of its appointment.

3. Non-voting liaisons shall serve as volunteers, without compensation other than the reimbursement of certain expenses.

4. Each non-voting liaison may be reappointed, and shall remain in that position until a successor has been appointed or until the liaison resigns or is removed in accordance with these Bylaws.

5. The non-voting liaisons shall be entitled to attend Board meetings, participate in Board discussions and deliberations, and have access (under conditions established by the Board) to materials provided to Directors for use in Board discussions, deliberations and meetings, but shall otherwise not have any of the rights and privileges of Directors. Non-voting liaisons shall be entitled (under conditions established by the Board) to use any materials provided to them pursuant to this Section for the purpose of consulting with their respective committee or organization.

Section 10. RESIGNATION OF A DIRECTOR OR NON-VOTING LIAISON

Any Director or non-voting may resign at any time, either by oral tender of resignation at any meeting of the Board (followed by prompt written notice to the Secretary of PICA) or by giving written notice thereof to the President or Secretary of PICA. Such resignation shall take affect at the time specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. The successor shall be selected pursuant to Section 12 of this Article.

Section 11. REMOVAL OF A DIRECTOR OR NON-VOTING LIAISON

1. Any Director (except President) may be removed, following notice to that Director, by a three-fourths (3/4) majority vote of all Directors; provided, however, that the Director who is the subject of the removal action shall not be entitled to vote on such an action or be counted as a voting member of the Board when calculating the required three-fourths (3/4) vote; and provided further, that each vote to remove a Director shall be a separate vote on the sole question of the removal of that particular Director. If the Director was selected by a Supporting Organization, notice must be provided to that Supporting Organization at the same time notice is provided to the Director. If the Director was selected by the At-Large Community, notice must be provided to the At-Large Advisory Committee at the same time notice is provided to the Director.

2. With the exception of the non-voting liaison appointed by the PICA Advisory Committee, any non-voting liaison may be removed, following notice to that liaison and to the organization by which that liaison was selected, by a three-fourths (3/4) majority vote of all Directors if the selecting organization fails to promptly remove that liaison following such notice. The Board may request the PICA Advisory Committee to consider the replacement of the non-voting liaison appointed by that Committee if the Board, by a three-fourths (3/4) majority vote of all Directors, determines that such an action is appropriate.

Section 12. VACANCIES

1. A vacancy or vacancies in the Board of Directors shall be deemed to exist in the case of the death, resignation, or removal of any Director; if the authorized number of Directors is increased; or if a Director has been declared of unsound mind by a final order of court or convicted of a felony or incarcerated for more than 90 days as a result of a criminal conviction or has been found by final order or judgement of any court to have breached a duty under Sections 5230 at seq. of the CNPBCL. Any vacancy occurring on the Board of Directors shall be filled by the Nominating Committee, unless (a) that Director was selected by a Supporting Organization, in which case the vacancy shall be filled by that Supporting Organization, or (b) that Direction was the President, in which case the vacancy shall be filled in accordance with the provisions of Article XIII of these Bylaws. The selecting body shall give written notice to the Secretary of PICA of their appointments to fill vacancies. A Director selected to fill a vacancy on the Board shall serve for the unexpired term of his or her predecessor in office and until a successor has been selected and qualified. No reduction of the authorized number of Directors shall have the effect of removing a Director prior to the expiration of the Director's term of office.

2. The organizations selecting the non-voting liaisons identified in Section 9 of this Article are responsible for determining the existence of, and filling, any vacancies in those positions. They shall give the Secretary of PICA written notice of their appointments to fill vacancies.

Section 13. ANNUAL MEETINGS

Annual meetings of PICA shall be held for the purpose of electing Officers and for the transaction of such other business as may come before the meeting. Each annual meeting for PICA shall be held at the principal office of PICA, or any other appropriate place of the Board's time and choosing, provided such annual meeting is held within 14 months of the immediately preceding annual meeting. If the Board determines that it is practical, the annual meeting should be distributed in real-time and archived video and audio formats on the Internet.

Section 14. REGULAR MEETINGS

Regular meetings of the Board shall be held on dates to be determined by the Board. In the absence of other designation, regular meetings shall be held at the principal office of PICA and on video conference.

Section 15. SPECIAL MEETINGS

Special meetings of the Board may be called by or at the request of one-quarter (1/4) of the members of the Board or by the Chairman of the Board or the President. A call for a special meeting shall be made by the Secretary of PICA. In the absence of designation, special meetings shall be held at the principal office of PICA.

Section 16. NOTICE OF MEETINGS

Notice of time and place of all meetings shall be delivered personally or by telephone or by electronic mail to each Director and non-voting liaison, or sent by first-class mail (air mail for addresses outside the United States) or facsimile, charges prepaid, addressed to each Director and non-voting liaison at the Director's or non-voting liaison's address as it is shown on the records of PICA. In case the is mailed, it shall be deposited in the United States mail at least fourteen (14) days before the time of the holding of the meeting. In case notice is delivered personally or by telephone or facsimile or electronic mail it shall be delivered personally or by telephone or facsimile or electronic mail at least forty-eight (48) hours before the time of the holding of the meeting. Notwithstanding anything in this Section to the contrary, notice of a meeting need not be given to any Director who signed a waiver of notice or a written consent to holding the meeting or on approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings.

Section 17. QUORUM

At all annual, regular, and special meetings of the Board, a majority of the total number of Directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board, unless otherwise provided herein or by law. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time to another place, time, or date. If the meeting is adjourned for more than twenty-four (24) hours, notice shall be given to those Directors not at the meeting at the time of the adjournment.

Section 18. ACTION BY TELEPHONE MEETING OR BY OTHER COMMUNICATIONS EQUIPMENT

Members of the Board or any Committee of the Board may participate in a meeting of the Board or Committee of the Board through use of (i) conference telephone or similar communications equipment, provided that all Directors participating in such a meeting can speak to and hear one another or (ii) electronic video screen communication or other communication equipment; provided that (a) all Directors participating in such a meeting can speak to and hear one another, (b) all Directors are provided the means of fully participating  in all matters before the Board or Committee of the Board, and (c) PICA adopts and implements means of verifying that (x) a person participating in such a meeting is a Director or other person entitled to participate in the meeting and (y) all actions of, or votes by, the Board or Committee of the Board are taken or cast only by the members of the Board or Committee and not persons who are not members. Participation in a meeting pursuant to this section constitutes presence in person at such meeting. PICA shall make available at the place of any meeting of the Board the telecommunications equipment necessary to permit members of the Board to participate by telephone.

Section 19. ACTION WITHOUT MEETING

Any action required or permitted to be taken by the Board or a Committee of the Board may be taken without a meeting if all of the Directors entitled to vote thereat shall individually or collectively consent in writing to such action. Such written consent shall have the same force and effect as the unanimous vote of such Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.

Section 20. ELECTRONIC MAIL

If permitted under applicable law, communication by electronic mail shall be considered equivalent to any communication otherwise required to be in writing. PICA shall take such steps as it deems appropriate under the circumstances to assure itself that communications by electronic mail are authentic.

Section 21. RIGHTS OF INSPECTION

Every Director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind, and to inspect the physical properties of PICA. PICA shall establish reasonable procedures to protect against the inappropriate disclosure of confidential information. 

Section 22. COMPENSATION

1. Except for the President of PICA, who serves ex officio as a voting member of the Board, each of the Directors shall be entitled to receive compensation for his/her services as a Director. The President shall receive only his/her compensation for services as President and shall not receive additional compensation for service as a Director.

2. If the Board determines to offer a compensation arrangement to one or more Directors other than the President of PICA for service to PICA as Directors, the Board shall follow a process that is calculated to pay an amount for services as a Director that is in its entirety Reasonable Compensation for such service under the standards set forth in 53.4958-4(b) of the Treasury Regulations.

3. As part of the process, the Board shall retain an Independent Valuation Expert to consult with and to advise the Board regarding Director compensation arrangements and to issue to the Board a Reasoned Written Opinion from such expert regarding the ranges of Reasonable Compensation for any such services by a Director. The expert's opinion shall address all relevant factors affecting the level of compensation to be paid to a Director, including offices held on the Board, attendance at Board and Committee meetings, the nature of service on the Board and on Board Committees, and appropriate data as to comparability regarding director compensation arrangements for  U.S.-based, nonprofit, tax-exempt organizations possessing a global employee base.

4. After having reviewed the expert's written opinion, the Board shall meet with the expert to discuss the expert's opinion and to ask questions of the expert regarding the expert's opinion, the comparability data obtained and relied upon, and the conclusion reached by the expert.

5. The Board shall adequately document the basis for any determination the Board makes regarding a Director compensation arrangement concurrently with making that determination.

6. In addition to authorizing payment of compensation for services as Directors as set forth in this Section 22, the Board may also authorize the reimbursement of actual and necessary reasonable expenses incurred by any Director and by non-voting liaisons performing their duties as Directors or non-voting liaisons.

17. As used in this Section 22, the following terms shall have the following meanings:

(a) An "Independent Valuation Expert" means a person retained by PICA to value compensation arrangements that (i) holds itself out to the public as a compensation consultant; (ii) performs valuations regarding compensation arrangements on a regular basis, with a majority of its compensation consulting services performed for persons other than PICA; (iii) is qualified to make valuations of the type of services involved in any engagement by and for PICA; (iv) issues to PICA a Reasoned Written Opinion regarding a particular compensation arrangement; and (v) includes in its Reasoned Written Opinion a certification that it meets the requirements set forth in (i) through (iv) of this definition.

(b) A "Reasoned Written Opinion" means a written opinion of a valuation expert who meets the requirements of sub-paragraph 7(a) (i) though (iv) of this Section. To be reasoned, the opinion must be based upon a full disclosure by PICA to the valuation expert of the factual situation regarding whether the compensation arrangement that is the subject of the opinion, the opinion must articulate the applicable valuation standards relevant in valuing such compensation arrangement, and the opinion must apply those standards to such compensation arrangement, and the opinion must arrive at a conclusion regarding whether the compensation arrangement is within the range of Reasonable Compensation for the services covered by the arrangement. A written opinion is reasoned even though it reaches a conclusion that is subsequently determined to be incorrect so long as the opinion addresses itself to the facts and the applicable standards. However, a written opinion is not reasoned if it does nothing more than recite the facts and express a conclusion.

(c) "Reasonable Compensation" shall have the meaning set forth in 53.495804(b)(1)(ii) of the regulations issued under 4958 of the code.

Section 23. PRESUMPTION OF ASSENT

A Director present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as the Secretary of the meeting before the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.

 

 

ARTICLE VII: NOMINATING COMMITTEE

Section 1. DESCRIPTION

There shall be a Nominating Committee of PICA, responsible for the selection of all PICA Directors except the President and those Directors selected by PICA's Supporting Organizations, and for such other selections as are set forth in these Bylaws.

Section 2. COMPOSITION

The Nominating Committee shall be composed of the following persons:

1. A Voting Chair, appointed by the PICA Board;

2. A non-voting Chair-Elect, appointed by the PICA Board as a non-voting advisor;

3. A voting liaison appointed by the PICA Advisory Committee;

4. One voting delegate each selected by the following entities:

a. The Data Supporting Organization established by Article VIII of these Bylaws;

b. The At Large Community; and

c. The Expert Advisory Group established by Article XI of these Bylaws.

5.Optional a non-voting Associate Chair, who may be appointed by the Chair, at his/her sole discretion, to serve during all or part of the term of the Chair. The associate Chair may not be a person who is otherwise a member of the same Nominating Committee. The Associate Chair shall assist the Chair in carrying out the duties of the Chair, but shall not serve, temporarily or otherwise, in the place of the Chair.

Section 3. TERMS

1. Each voting delegate shall serve a two-year term. A delegate may serve at most two successive two-year terms, after which at least two years must elapse before the individual is eligible to serve another term.

2. The regular term of each voting delegate shall begin at the conclusion of the PICA annual meeting and shall end at the conclusion of the immediately following PICA annual meeting.

3. Non-voting liaisons shall serve during the term designated by the entity that appoints them. The Chair, the Chair-Elect and any Associate Chair shall serve as such until the conclusion of the next PICA annual meeting.

4. It is anticipated that upon the conclusion of the term of the Chair-Elect, the Chair-Elect will be appointed by the Board to the position of Chair. However, the Board retains the discretion to appoint any other person to the position of Chair. At the time of appointing a Chair-Elect, if the Board determines that the person identified to serve as Chair shall be appointed as Chair for a successive term, the Chair-Elect position shall remain vacant for the term designated by the Board.

5. Vacancies in the position of delegate, non-voting liaison, Chair or Chair-Elect shall be filled by the entity entitled to select the delegate, non-voting liaison, Chair or Chair-Elect involved. For any term that the Chair-Elect position is vacant pursuant to paragraph 4 of this Article, or until any other vacancy in the position of Chair-Elect can be filled, a non-voting advisor to the Chair may be appointed by the Board from among persons with prior service on the Board or a Nominating Committee, including the immediately previous Chair of the Nominating Committee. A vacancy in the position of Associate Chair may be filled by the Chair in accordance with the criteria established by Section 2 of this Article.

6. The existence of any vacancies shall not affect the obligation of the Nominating Committee to carry out the responsibilities assigned to it in these Bylaws.  

Section 4. CRITERIA FOR SELECTION OF NOMINATING COMMITTEE DELEGATES

Delegates to the PICA Nominating Committee shall be:

1. Accomplished persons of integrity, objectivity and intelligence, with reputations for sound judgement and open minds, and with experience and competence with collegial large group decision-making;

2 Persons with wide contacts, broad experience in the Internet community, and a commitment to the success of PICA;

3. Persons whom the selecting body is confident will consult widely and accept input in carrying out their responsibilities; 

4. Persons who are neutral and objective, without any fixed personal commitments to particular individuals, organizations, or commercial objectives in carrying out their Nominating Committee responsibilities;

5. Persons with an understanding of PICA's mission and the potential impact of PICA's activities on the At Large Community who are willing to serve as volunteers, without compensation other than reimbursement of certain expenses; and

6. Persons who are able to work and communicate in written and spoken English.

Section 5. DIVERSITY

In carrying out its responsibilities to select members of the PICA Board (and selections to any other PICA bodies as the Nominating Committee is responsible for under these Bylaws), the Nominating Committee shall take into account the continuing membership of the PICA Board (and such other bodies), and seek to ensure that the persons selected to fill vacancies on the PICA Board (and each such other body) shall, to the extent feasible and consistent with the other criteria required to be applied by Section 4 of this Article, make selections guided by Core Value 4 in Article 1, Section 2.

Section 6. ADMINISTRATIVE AND OPERATIONAL SUPPORT

PICA shall provide administrative and operational support necessary for the Nominating Committee to carry out its responsibilities.

Section 7. PROCEDURES

The Nominating Committee shall adopt such operating procedures as it deems necessary, which shall be published on the Website.

Section 8. INELIGIBILITY FOR SELECTION BY NOMINATING COMMITTEE

No person who serves on the Nominating Committee in any capacity shall be eligible for selection by any means to any position on the Board or any other PICA body having one or more membership positions that the Nominating Committee is responsible for filling, until the conclusion of an PICA annual meeting that coincides with, or is after, the conclusion of that person's service on the Nominating Committee.

Section 9. INELIGIBILITY FOR SERVICE ON NOMINATING COMMITTEE

No person who is an employee of or paid consultant to PICA (including the Ombudsman) shall simultaneously serve in any of the Nominating Committee positions described in Section 2 of this Article.

 

 

ARTICLE VIII: DATA SUPPORTING ORGANIZATION

Section 1. DESCRIPTION

1. The Data Supporting Organization (DSO) shall advise the Board with respect to policy issues relating to the operation, assignment and management of P.A.I.N.T.

2. The DSO shall be an entity established by PICA's Board to procure all our data.

Section 2. ADDRESS COUNCIL

1. The DSO shall have an Address Council, consisting of at least three members of determined entity.

2. The Address Council shall select Directors to those Seats on the Board designated to be filled by the DSO.

 

 

ARTICLE IX: ADVISORY COMMITTEES

Section 1. GENERAL

The Board may create one or more Advisory Committees in addition to those set forth in this Article. Advisory Committee membership may consist of Directors only, Directors and non-directors, or non-directors only, and may also include non-voting or alternate members. Advisory Committees shall have no legal authority to act for PICA, but shall report their findings and recommendations to the Board.

Section 2. SPECIFIC ADVISORY COMMITTEES

There shall be at least the following Advisory Committees:

1. PICA Advisory Committee;

a. The PICA Advisory Committee should consider and provide advice on the activities of PICA as they relate to concerns of the government and state, particularly matters where there may be an interaction between PICA's policies and various laws and national agreements or where they may affect public policy issues;

b. Membership in the PICA Advisory Committee shall be open to all PICA members and officers. Membership shall also be open to the General Public as recognized by the PICA Advisory Committee through its Chair;

c. The PICA Advisory Committee may adopt its own charter and internal operating principals or procedures to guide its operations, to be published on the Website; 

d. The Chair of the PICA Advisory Committee shall be elected by the members of the PICA Advisory Committee pursuant to procedures adopted by such members;

e. Each member of the PICA Advisory Committee shall appoint one accredited representative to the Committee. The accredited representative of a member shall be the acting representative for the member in the event of the members absence;

f. The PICA Advisory Committee shall annually appoint one non-voting liaison to the PICA Board of Directors, without limitation on reappointment, and shall annually appoint one non-voting liaison to the PICA Nominating Committee.

g. The PICA Advisory Committee may designate a non-voting liaison to each of the Supporting Organization Councils and Advisory Committees, to the extent the PICA Advisory Committee deems it appropriate and useful to do so;

h. The Board shall notify the Chair of the PICA Advisory Committee in a timely manner of any proposal raising public policy issues on which it or any of PICA's Supporting Organizations or Advisory Committees seeks public comment, and shall take duly into account any timely response to that notification prior to taking action;

i. The PICA Advisory Committee may put issues to the Board directly, either by way of comment or prior advice, or by way of specifically recommending action or new policy development or revision to existing policies; 

j. The advice of the PICA Advisory Committee on public policy matters shall be duly taken into account, both in the formulation and adoption of policies. In the event that the PICA Board determines to take an action that is not consistent with the PICA Advisory Committee advice, it shall so inform the Committee and state the reasons why it decided not to follow that advice. The PICA Advisory Committee and the PICA Board will then try, in good faith and in a timely and efficient manner, to find a mutually acceptable solution; and

k. If no such solution can be found, the PICA Board will state in its final decision the reasons why the PICA Advisory Committee advice was not followed, and such statement will be without prejudice to the rights or obligations of PICA Advisory Committee members with regard to public policy issues falling within their responsibilities.  

2. Security and Stability Advisory Committee.

a. The role of the Security and Stability Advisory Committee ("SSAC") is to advise the PICA community and Board on matters relating to the security and integrity of the P.A.I.N.T. systems. It shall have the following responsibilities:

1. To communicate on security matters with the Internet technical community and the operators and managers of critical infrastructure services. The Committee shall gather and articulate requirements to offer to those engaged in technical revision of P.A.I.N.T. ans address allocation and those engaged in operations planning;

2. To engage in ongoing threat assessment and risk analysis of P.A.I.N.T. to assess where the principal threats to Stability and Security lie, and to advise the PICA community accordingly. The Committee shall recommend any necessary audit activity to assess the current status of P.A.I.N.T. and address allocation security in relation to identified risks and threats;

3. To communicate with those who have direct responsibility for P.A.I.N.T. operations, to ensure that its advice on security risks, issues and priorities is properly synchronized with existing standardization, deployment, operational and coordination activities. The Committee shall monitor these activities and inform the PICA community and Board on their progress, as appropriate;

4. To report periodically to the Board on its activities; and

5. To make policy recommendations to the PICA community and Board.

b. The SSAC's Chair and members shall be appointed by the Board. SSAC membership appointment shall be for a three-year term, commencing on 01 January and ending the second year thereafter on 31 December. The Chair and members may be re-appointed, and there are no limits to the number of terms the Chair or members may serve. The SSAC Chair may provide recommendations to the Board regarding appointments to the SSAC. The SSAC Chair shall stagger appointment recommendations so that approximately one-third (1/3) of the membership of the SSAC is considered for appointment or re-appointment each year. The Board shall also have to power to remove SSAC appointees as recommended by or in consultation with the SSAC. The SSAC shall annually appoint a non-voting liaison to the PICA Board according to Section 9 of Article VI.

1. Making a selection by the SSAC to fill Seat 15 on the Board. Notification of the SSAC selection shall be given by the SSAC Chair in writing to the PICA Secretary, consistent with Article VI, Sections 8(4) and 12(1);

2. Keeping the community of individual Internet users informed about the significant news from PICA;

3. Distributing (through posting or otherwise) an updated agenda, news about PICA and information about items in the PICA policy-development process; 

4. Promoting outreach activities int he community of individual Internet users;

5. Developing and maintaining on-going information and education programs, regarding PICA and its work;

6. Establishing an outreach strategy about PICA issues in each region;

7. Participating in the PICA policy development processes and providing input and advice that accurately reflects the views of individual Consumers;

8. Making public, and analyzing, PICA's proposed policies and its decisions and their (potential) regional impact and (potential) effect on individuals in the region;

9. Offering Internet-based mechanisms and processes that enable two-way communication between members of At-Large Structures and those involved in PICA decision-making, so interested individuals can share their views on pending PICA issues.

Section 3. PROCEDURES

Each Advisory Committee shall determine its own rules of procedure and quorum requirements.

Section 4. TERM OF OFFICE 

The Chair and each member of a Committee shall serve until his/her successor is appointed, or until such Committee is sooner terminated, or until he/she is removed, resigns, or otherwise ceases to qualify as a member of the Committee. With the exception of the Nominating Committee which is governed by Section 3(1) of Article VII of these Bylaws.

Section 5. VACANCIES

Vacancies on any Committee shall be filled in the same manner as provided in the case of original appointments.

Section 6. COMPENSATION 

Committee members shall receive no compensation for their service as a member of a Committee. The Board may, however, authorize the reimbursement of actual and necessary expenses incurred by Committee members, including Directors, performing their duties as Committee members.

 

 

ARTICLE X: INITIAL BOARD SELECTION

1. PICA's the initial ten and originating board members will be selected directly by the President and at which point all remaining members will be selected in accordance to these Bylaws.

 

 

ARTICLE XI: OTHER ADVISORY MECHANISMS

Section 1. EXTERNAL EXPERT ADVICE

1. Purpose. The purpose of seeking external advice is to allow the policy-development process within PICA to take advantage of existing expertise that resides in the public or private sector but outside of PICA. In those cases where there are relevant public bodies with expertise, or where access to private expertise could be helpful, the Board and constituent bodies should be encouraged to seek advice from such expert bodies or individuals.

2. Types of Expert Advisory Panels.

a. On its own initiative or at the suggestion of any PICA body, the Board may appoint, or authorize the President to appoint, Expert Advisory Panels consisting of public or private sector individuals or entities. If the advice sought from such Panels concerns issues of public policy, the provisions of Section 1(3)(b) of this Article shall apply.

b. In addition, in accordance with Section 1(3) of this Article, the Board may refer issues of public policy pertinent to matters within PICA's mission to a governmental or treaty organization.

3. Process for Seeking Advice-Public Policy Matters.

a. The PICA Advisory Committee may at any time recommend that the Board seek advice concerning one or more issues of public policy from an external source, as set out above.

b. In the event that the Board determines, upon such a recommendation or otherwise, that external advice should be sought concerning one or more issues of public policy, the Board shall, as appropriate, consult with the PICA Advisory Committee regarding the appropriate source from which to seek the advice and the arrangements, including definition of scope and process, for requesting and obtaining that advice.

c. The Board shall, as appropriate, transmit any request for advice from a governmental or treaty organization, including specific terms of reference, to the PICA Advisory Committee, with the suggestion that the request be transmitted by the PICA Advisory Committee to the governmental or treaty organization.

4. Process for Seeking and Advice-Other Matters. Any reference of issues not concerning public policy to an Expert Advisory Panel by the Board or President in accordance with Section 1(2)(a) of this Article shall be made pursuant to terms of reference describing the issues on which input and advice is sought and the procedures and schedule to be followed.

5. Receipt of Expert Advice and its effect. External Advice pursuant to this Section shall be provided in written form. Such advice  is advisory and not binding, and is intended to augment the information available to the Board or other PICA body in carrying out its responsibilities.

6. Opportunity to Comment. The PICA Advisory Committee, in addition to the Supporting Organizations and other Advisory Committees, shall have an opportunity to comment upon any external advice received prior to any decisions by the Board.

 

 

ARTICLE XII: BOARD AND TEMPORARY COMMITTEES

Section 1. BOARD COMMITTEES

The Board may establish one or more committees of the Board, which shall continue to exist until otherwise determined by the Board. Only Directors may be appointed to a Committee of the Board. If a person appointed to a Committee of the Board ceases to be a Director, such a person shall also cease to be a member of any Committee of the Board. Each Committee of the Board shall consist of two or more Directors. The Board may designate one or more Directors as alternate members of any such Committee, who may replace any absent member at any meeting of the Committee. Committee members may be removed from a Committee at any time by a two-thirds (2/3) majority vote of all members of the Board; provided, however, that any Director or Directors which are the subject of the removal action shall not be entitled to vote on such an action or be counted as a member of the Board when calculating the required two-thirds (2/3) vote; and, provided further, however, that in no event shall a Director be removed from a Committee unless such removal is approved by not less than a majority of all members of the Board.

Section 2. POWERS OF BOARD COMMITTEES

1. The Board may delegate to Committees of the Board all legal authority of the Board except with respect to:

a. The filling of vacancies on the Board or on any Committee;

b. The amendment or repeal of Bylaws or Articles of Incorporation or the adoption of new Bylaws or Articles of Incorporation;

c. The amendment of repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

d. The appointment of Committees of the Board or the members thereof;

e. The approval of any self-dealing transaction, as such transactions are defined in Section 5233(a) of the CNPBCL;

f. The approval of the annual budget required by Article XVI; or

g. The compensation of any officer described in Article XIII.

2. The Board shall have the power to prescribe the manner in which proceedings of any Committee of the Board shall be conducted. In the absence of any such prescription, such Committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless these Bylaw, the Board or such Committee shall otherwise provide, the regular and special meetings shall be governed by the provisions of Article VI applicable to meetings and actions of the Board. Each Committee shall keep regular minutes of its proceedings and shall report the same to the Board from time to time, as the Board may require.

Section 3. TEMPORARY COMMITTEES

The Board may establish such temporary Committees as it sees fit, with membership, duties and responsibilities as set forth in the resolutions or charters adopted by the Board in establishing such Committees.

 

 

ARTICLE XIII: OFFICERS

Section 1. OFFICERS 

The officers of PICA shall be a President (who shall serve as Chief Executive Officer), a Chief Operating Officer, a Chief Financial Officer and a Vice President. PICA may also have, at the discretion of the Board, any additional officers that it deems appropriate. Any person may hold more than one office, except that no member of the Board (other than the President and the initial 10 Board of Directors as selected by the President) shall simultaneously serve as an Officer of PICA and a Board of Directors at the same time.

Section 2. ELECTION OF OFFICERS

The Officers of PICA shall be elected annually by the Board, pursuant to the recommendation of the President. In the case of the President, or the Chairman of the PICA Board each such Officer shall hold his/her office until he/she resigns, is removed, is otherwise disqualified to serve, or his/her successor is elected.

Section 3. REMOVAL OF OFFICERS

Any Officer may be removed, either with or without cause, by a two-thirds (2/3) majority vote of all the members of the Board. Should any vacancy occur as a result of death, resignation, removal, disqualification, or any other cause, the Board may delegate the powers and duties of such office to any Officer or to any Director until such time as a successor for the office has been elected.

Section 4. PRESIDENT 

The President shall be the Chief Executive Officer (CEO) of PICA in charge of all its activities and business. All other Officers and staff shall report to the President or his/her delegate, unless stated otherwise in these Bylaws. The President shall serve as an ex officio member of the Board, and shall have all the same rights and privileges of any Board member. The President shall be empowered to call special meetings of the Board as set forth herein, and shall discharge all other duties as may be required by these Bylaws and from time to time may be assigned by the Board. 

Section 5. SECRETARY

The Secretary shall keep or cause to be kept the minutes of the Board in one or more books provided for that purpose, shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and in general shall perform all duties as from time to time may be prescribed by the President or the Board.

Section 6. CHIEF FINANCIAL OFFICER

The Chief Financial Officer (CFO) shall be the Chief Financial Officer of PICA. If required by the Board, the CFO shall give a bond for the faithful discharge of his/her duties in such form and with such surety or sureties as the Board shall determine. The CFO shall have charge and custody of all the funds of PICA and shall keep or cause to be kept, in books belonging to PICA, full and accurate amounts of all receipts and disbursements, and shall deposit all money and other valuable effects in the name of PICA in such depositories as may be designated for that purpose by the Board. The CFO shall disburse the funds of PICA as may be ordered by the Board or the President and, whenever requested by them, shall deliver to the Board and the President an account of all his/her transactions as CFO and of the financial condition of PICA. The CFO shall be responsible for PICA's annual budget. The CFO shall coordinate and oversee PICA's funding, including any audits or other reviews of PICA or its Supporting Organizations. The CFO shall be responsible for all other matters relating to the financial operation of PICA.

Section 7. ADDITIONAL OFFICERS

In addition to the Officers described above, any additional or assistant Officers who are elected or appointed by the Board shall perform such duties as may be assigned to them by the President or the Board,

Section 8. COMPENSATION AND EXPENSES

The compensation of any Officer of PICA shall be approved by the Board. Expenses incurred in connection with performance of their Officer duties may be reimbursed to Officers upon approval of the President (in the case of Officers other than the President), by another Officer designated by the Board (in case of the President), or the Board.

Section 9. CONFLICTS OF INTEREST 

The Board, through the Board Governance Committee, shall establish a policy requiring a statement from each Officer not less frequently than once a year setting forth all business and other affiliations that relate in any way to the business and other affiliations of PICA.

 

 

ARTICLE XIV: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS

PICA shall, to maximum extent permitted by the CNPBCL, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that any such person is or was an agent of PICA, provided that the indemnified person's acts were done in good faith and in a manner that the indemnified person reasonably believed to be in PICA's best interests and not criminal. For purposes of this Article, an "Agent" of PICA includes any person who is or was a Director, Officer, employee, or any other agent of PICA (including a member of any Supporting Organization, any Advisory Committee, the Nominating Committee, any other PICA Committee, or the Technical Liaison Group) acting within the scope of his/her responsibility; or is or was serving at the request of PICA as a Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The Board may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of PICA 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 PICA would have the power to indemnify the agent against that liability under the provisions of this Article.

 

 

ARTICLE XV: GENERAL PROVISIONS

Section 1. CONTRACTS

The Board may authorize any Officer or Officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of PICA, and such authority may be general or confined to specific instances. In the absence of a contrary Board authorization, contracts and instruments may only be executed by the following Officers: President, any Vice President, or the CFO. Unless authorized or ratified by the Board, no other Officer, agent, or employee shall have any power or authority to bind PICA to or render it liable for any debts or obligations.

Section 2. DEPOSITS

All funds of PICA not otherwise employed shall be deposited from time to time to the credit of PICA in such banks, trust companies, or other depositories as the Board, or the President under its delegation, may select.

Section 3. CHECKS

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of PICA shall be signed by such Officer or Officers, agent or agents, of PICA and in such a manner as shall from time to time be determined by resolution of the Board.

Section 4. LOANS

No loans shall be made by or to PICA and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances; provided, however, that no loans shall be made by PICA to its Directors or Officers.

 

 

ARTICLE XVI: FISCAL MATTERS

Section 1. ACCOUNTING

The fiscal year end of PICA shall be determined by the Board.

Section 2. AUDIT 

At the end of the fiscal year, the books of PICA shall be closed and audited by certified public accountants. The appointment of the fiscal auditors shall be the responsibility of the Board.

Section 3. ANNUAL REPORT AND ANNUAL STATEMENT

The Board shall publish, at least annually, a report describing its activities, including an audited financial statement and a description of any payments made by PICA to Directors (including reimbursements of expenses). PICA shall cause the annual report and the annual statement of certain transactions as required by the CNPBCL to be prepared and sent to each member of the Board and to such other persons as the Board may designate, no later than one hundred twenty (120) days after the close of PICA's fiscal year.

Section 4. ANNUAL BUDGET

At least forty-five (45) days prior to the commencement of each fiscal year, the President shall prepare and submit to the Board, a proposed annual budget of PICA for the next fiscal year, which shall be posted on the Website. The proposed budget shall identify anticipated revenue sources and levels and shall, to the extent practical, identify anticipated material expense items by line item. The Board shall adopt an annual budget and shall publish the adopted budget on the Website.

Section 5. FEES AND CHARGES

The Board mat set fees and charges for the service and benefits provided by PICA, with the goal of fully recovering the reasonable costs of the operation of PICA and establishing reasonable reserves for future expenses and contingencies reasonably related to the legitimate activities of PICA. Such fees and charges shall be fair and equitable, shall be published for public comment prior to adoption, and once adopted shall be published on the Website in a sufficiently detailed manner so as to be readily accessible.

 

 

ARTICLE XVII: MEMBERS

PICA shall not have members, as defined in the California Nonprofit Public Benefit Corporation Law (CNPBCL), notwithstanding the use of the term "Member" in these Bylaws, in any PICA document, or in any action of the PICA Board of staff.

 

 

ARTICLE XVIII: OFFICES AND SEAL

Section 1. OFFICES

The principal office for the transaction of the business of PICA shall be in the County of Harris, State of Texas, United States of America. PICA may also have an additional office or offices within or outside the State of Texas as it may from time to time establish.

Section 2. SEAL

The Board may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

 

 

ARTICLE XIX: AMENDMENTS

Except as otherwise provided in the Articles of Incorporation or these Bylaws, the Articles of Incorporation or Bylaws of PICA may be altered, amended, or replaced and new Articles of Incorporation or Bylaws adopted only upon action by a two-thirds (2/3) vote of all members of the Board.

 

Signature:_________________________________________________Date:______________________

Signature:_________________________________________________Date:______________________