Bylaws |
| I. | NAME | |
| This corporation shall be known as the PUBLIC RETIREMENT INFORMATION SYSTEMS MANAGEMENT, hereinafter referred to as PRISM. | ||
| II. | PURPOSE | |
| The purposes of PRISM are to (1) provide a focal point for discussion on new technology affecting the retirement and Information Technology (IT) industries: (2) build and provide a network for the exchange of information among IT directors of Public Funds organizations; and (3) develop and provide a sense of fiduciary responsibility for IT management within the Public Funds industry. | ||
| III. | OFFICE | |
| The principal office of PRISM shall be maintained at the address of the current PRISM Treasurer. The Board of Directors of PRISM shall retain a California Agent for Service for the purpose of maintaining a legal presence in the state of California. | ||
| IV. | MEMBERSHIP | |
(a) |
ELIGIBILITY: Membership shall be granted at the discretion of the Board of Directors. Members will be Public Pension Funds Organizations or Systems who are in good standing. | |
(b) |
APPOINTMENT OF DELEGATES: Delegates to PRISM will be appointed by the Member Organizations or Systems. Such delegates should be selected from those responsible for the management of IT within the Member Organization or System. | |
(c) |
REPRESENTATION: For the purposes of balloting for the election of District Directors and Director Officers and approval or modification of Articles and/or Bylaws, each PRISM Member Organization or System shall have one voting delegate representing the Member Organization or System. | |
(d) |
NON-LIABILITY OF MEMBERS and REPRESENTATIVES: A Member Organization or System shall not, solely because of such membership, be liable for the debts, obligations or liabilities of PRISM, nor shall any member representative be personally liable for the debts, obligations or liabilities of PRISM because of standing as a member representative. | |
| V. | BOARD OF DIRECTORS | |
| (a) | ELECTION OF OFFICER DIRECTORS: Nominations of delegates to be elected to serve as Officer Directors in the positions of President, Program Chairperson/President-Elect, Secretary and Treasurer may be made from the floor or in writing to the Secretary thirty days prior to the Annual Conference at which the elections will be held. All elections of Officer Directors shall be by ballot by a simple majority vote of the member organizations or systems present at the Annual Conference from within the particular district from which the election is being conducted. | |
| (b) | ELECTIONS OF DISTRICT DIRECTORS: Nominations of delegates to be elected to serve as District Directors shall be made from the floor or in writing to the Secretary thirty days prior to the Annual Conference at which the election will be held. All elections of District Directors shall be by ballot by a simple majority vote of the member organizations or systems present at the Annual Conference from within the particular district from which the election is being conducted. | |
| (c) | GENERAL POWERS AND ELIGIBILITY: The management and conduct of the affairs of PRISM, including the execution of contracts and planning of Annual Conferences, shall be vested in its Board of Directors. The Board of Directors shall consist of nine Directors in the following positions: President, Program Chairperson/President-Elect, Secretary, Treasurer, President Emeritus and four District Directors as hereinafter defined. To be qualified to serve as a member of the Board of Directors of PRISM, a delegate shall be duly appointed from a Member Organization or System in good standing. | |
| (d) | TERM: Elected Directors serve terms as follows: President and Program Chairperson/President-Elect shall be elected for a term of one year; Secretary and Treasurer shall be elected for a term of two years (the Secretary and Treasurer shall be elected in even numbered years); President Emeritus shall serve a term of one year immediately following serving a one year term as President, and District Directors shall be elected for a term of two years (District Directors from the Central and West districts shall be elected in odd numbered years and District Directors from the South and Northeast Districts shall be elected in even numbered years). The Program Chairperson/President-Elect shall immediately succeed to the office of President upon expiration of the term of the President. | |
| (e) | DISQUALIFICATION: Any member of the Board of Directors who fails to attend two (2) consecutive regular Board Meetings and/or Annual Conferences shall be deemed to have vacated the office. No proxies will be permitted or accepted. A Board Meeting held in conjunction with the Annual Conference will be considered one meeting for the purposes of attendance. | |
| (f) | COST: Board Members agree to serve under the condition that their retirement organization or system will cover the cost of travel to Board Meetings. Other costs associated with Board Meetings, travel costs necessary to do Site Selections which are not covered by the member’s organization or system and other extraordinary costs may be paid from the PRISM treasury with approval from the PRISM President, and concurrence from the PRISM Treasurer. The PRISM President and Treasurer will review and approve the propriety of requests for expenditures. | |
| (g) | QUORUM: A simple majority of the Board of Directors shall constitute a quorum for the purpose of conducting and transacting business. Meetings of the Board of Directors shall be held at such times and places as deemed necessary and convenient. Special meetings may also be called as provided in these Bylaws. | |
| (h) | VACANCIES: Except as provided as Article VI, vacancies on the Board of Directors shall be filled for the unexpired portion of such term by the President, provided however, where appropriate, a member from the same District in which the vacancy exists shall be appointed to fill the unexpired term. A vacancy shall be deemed to exist when any Board member ceases to meet qualification for membership or who vacates office as set forth in Section (e) above. | |
| (i) | BOARD OF TRUSTEES: Members of the PRISM Board of Directors shall constitute the Board of Trustees as provided in any applicable statutes for the purpose of corporate action | |
| (j) | PRISM
DISTRICTS: For the purpose of electing District Directors who
represent geographical districts to the Board of Directors, the
following shall constitute the four districts:
District
1 District 2 District 3 District 4 |
|
| VI. | OFFICERS | |
| (a) | OFFICERS: The Officers of PRISM shall consist of President, Program Chairperson/President-Elect, Secretary, Treasurer, President Emeritus and District Directors. These Officers shall be qualified as set forth in Article V and shall serve elected terms as set forth in Article V. The Program Chairperson/President-Elect shall immediately succeed to the office of President upon expiration of the term of the President as set forth in Article V. | |
| (b) | SUCCESSION OF OFFICERS: Should the office of President become vacant, the Program Chairperson/President-Elect shall succeed to the office of President and shall complete the unexpired term and scheduled term as President. Vacancies in the office of Program Chairperson/President-Elect, Secretary and Treasurer shall be filled for the unexpired term by appointment of the President with the advice and consent of a simple majority of the Board of Directors. | |
| VII. | DUTIES OF BOARD OF DIRECTORS AND OFFICERS | |
| (a) | PRESIDENT: The President shall preside at all meetings of PRISM and the Board of Directors. The President shall serve as the Chief Executive Officer of PRISM and shall perform such duties as usually pertain to the office of President and such additional duties as may be directed by the Board of Directors. The President will review the bank statement provided by the Treasurer on a quarterly basis. The President shall authorize all checks; both the President and the Treasurer shall sign all checks. At the Board of Directors meeting immediately following the close of the annual conference, the President shall appoint or reconfirm a Webmaster. | |
| (b) | PROGRAM CHAIRPERSON/PRESIDENT-ELECT: The Program Chairperson/President-Elect shall assist the President when called upon to do so; will be responsible for the program at the Annual Conference; and, in the absence of the President, shall preside at all PRISM functions and serve as back-up for check authorization. The Program Chairperson/President-Elect shall perform such further and additional duties as may be determined by the President or the Board of Directors. The Program Chairperson/President-Elect shall immediately succeed to the office of President upon expiration of the term of the President and shall immediately succeed to the office of President should such office become vacant. | |
| (c) | SECRETARY: The Secretary shall record all minutes of PRISM and its meetings of the Board of Directors. The duties of the Secretary shall include primary responsibility for overseeing and conducting PRISM elections. The Secretary shall maintain and publish the Bylaws and distribute them to PRISM members. | |
| (d) | TREASURER: The Treasurer shall be responsible for keeping accurate records of all financial transactions of PRISM, including, but not limited to, the collection of dues and other miscellaneous funds, the depositing of such funds in the name of PRISM in such depositories as may be designated by the Board of Directors and the making of monthly and annual financial reports at the Annual Conference. All checks shall be authorized by the President and shall be signed by both the Treasurer and President. The Treasurer will provide a copy of the bank statement to the President on a quarterly basis. | |
| (e) | DIRECTORS: The Board of Directors shall have full power to act between regular and special meetings for the best interest of PRISM and in accordance with the policies adopted at such meetings. The Board of Directors shall establish the policy for PRISM and will be responsible for carrying out the established policy. The Board of Directors shall have the authority to do such things as may be necessary and expedient in carrying out the purposes of PRISM. The Board of Directors shall set the date and place of the regular Annual Conference. | |
| (f) | INABILITY TO ATTEND MEETINGS: Whenever the President and the Program Chairperson/President-Elect are unable to attend a meeting of the Board of Directors, the Directors present at such meeting shall designate a temporary chairperson from among the Directors present who shall preside at such meeting. | |
| (g) | COMMITTEES: The President shall appoint from the Board of Directors any committees deemed necessary in the conduct of PRISM’s business. Each committee shall perform such duties and assume such responsibilities as may be assigned by the Board of Directors, or as may be designated by these Bylaws. | |
| (h) | APPOINTMENTS: Pursuant to Section VII (a) there shall be a Webmaster appointed. The Webmaster shall be responsible for maintaining the PRISM website. The Board of Directors shall solicit qualified candidates and present no more than 3 (three) to the President for confirmation. The Webmaster
may attend all Board Meetings and may from time to time be required to attend other meetings or conferences as required by the Board of Directors. The Webmaster shall serve at the pleasure of the Board and shall be reconfirmed annually at the Board Meeting immediately following the close of the Annual Conference. If for any reason, the Webmaster terminates prior to annual confirmation, the Board of Directors shall again solicit qualified candidates and present in writing no more than 3 (three) to the President for confirmation. . The Webmaster must agree to serve under the condition that their Retirement Organization or System will cover the cost of travel to Board Meetings. PRISM may pay for hotel and food expense for the webmaster while attending the mid-year board meeting, pre-conference board meeting and conference wrap-up board meeting. Other costs associated with website development, maintenance or other extraordinary costs may be paid from the PRISM treasury with approval from the President, and concurrence from the Treasurer. The Webmaster is a non-voting position. |
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| VIII. | DUES AND FEES | |
| Annual Membership dues and Conference fees will be due and payable on an annual date to be determined by the Board of Directors, published in a letter to the members, and displayed on the forms designed for those purposes. Registration fees for conferences will be nominal and assessed per attendee. Any other fees shall be payable as prescribed by the Board of Directors | ||
| IX. | MEETINGS | |
| (a) | ANNUAL CONFERENCE: One meeting each year shall be designated as the Annual Conference for the purpose of conducting elections and transacting any other such business as shall be brought before the membership. | |
| (b) | OTHER MEETINGS: One required meeting of the Board of Directors shall be held at such time and place as deemed necessary and convenient. Board Meetings will be called by the President or quorum of the Board. | |
| (c) | WORKSHOPS: PRISM sponsored workshops shall be held for the convenience of the membership and must be approved by the Board. | |
| X. | FISCAL YEAR | |
| The fiscal year for PRISM shall be the calendar year. | ||
| XI. | LIMITATIONS | |
| PRISM shall not (1) endorse political candidates; (2) solicit or use funds for any political purposes; or (3) propose or lobby for or against any positions before legislative, administrative, or regulatory bodies. Expert testimony shall not be prohibited. The limitations expressed in this article are not intended to prohibit member representatives from advocating or taking positions on issues relative to their individual Systems when the positions taken is on behalf of a member System, not PRISM. | ||
| XII. | INDEMNIFICATION | |
| PRISM shall indemnify each of its Directors, Officers, member representatives, employees and agents against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person was or is a Director, Alternate Director, Officer, member representative, employee or agent of PRISM who was discharging his or her duties lawfully and as authorized by these Bylaws and the membership or Board of Directors. | ||
| XIII. | AMENDMENT TO BYLAWS | |
| At the Annual Meeting, these Bylaws may be altered, amended, supplemented or repealed by a simple majority vote of those member organizations or systems of PRISM present. | ||
| XIV. | ACCESS TO RECORDS | |
| All records of PRISM are to be open to the membership during any reasonable time. | ||
| XV. | DISSOLUTION | |
| On winding up and dissolution of this corporation, after paying or adequately providing for the debts, obligations and liabilities of the corporation, the remaining assets of this corporation shall be distributed to such organization (or organizations) organized and operated exclusively for charitable or educational purposes which has established its tax-exempt status under Section 501 (c)(3) of the Internal Revenue Code of 1954 (or corresponding provisions of any future United States Internal Revenue law) and which has established its tax-exempt status under Section 23701d of the California Revenue and Taxation Code (or corresponding section of any future California revenue and tax laws). | ||
Amended 4/30/2008