ARTICLE VI Officers
Section 1. Officers. The Officers of PAVE shall initially be a President, Vice President, Vice President-Education, Vice President-Gala, Secretary, Treasurer, Immediate Past President and such other Officers as may be determined by the Board of Directors. The Board of Directors may decide not to fill all offices and they may elect such other Officers as it shall deem necessary and proper, such Officers to be vested with such authority and to be obligated to perform such duties as shall be prescribed by the Board of Directors.
Section 2. Election and Term of Office. The Officers of PAVE shall be elected by the Board of Directors for a two-year term. Officers are limited to two, two-year terms in any one office. The only exception is the Treasurer who will have no term limits. Candidates for the officer positions will be selected by the Nominating Committee. Nominees must be either current or former members of the Board of Directors. Such election of officers shall be by the affirmative vote of a majority of the Directors in attendance. Incoming Officers shall be elected at the first board meeting of the new board and shall serve until their successors have been duly elected. When a board member assumes an officer position, their term as a board member ends and a new term as an officer begins.
Section 3. Removal. Any Officer may be removed from office at any time by the affirmative vote of two-thirds of the Directors in office, whenever in their judgment the best interests of PAVE would be served thereby.
Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors.
Section 5. President. The President shall be the principal elected officer of PAVE. The President shall appoint all standing and special committees, shall serve as a non-voting ex-officio member of all committees, and shall perform such other duties and functions as are necessary incident to the office or as may be prescribed by the Board of Directors.
Section 6. Vice President. The Vice President shall assist the President as necessary and appropriate and shall undertake and perform the duties and responsibilities of the office of President if such office is temporarily vacated or if the President is in absentia
Section 7. Vice President-Education. The Vice President-Education, subject to the approval of the Board of Directors, shall be responsible for PAVE’s relationships with the education community. This shall include, but not be limited to, responsibility for understanding how PAVE can best assist the education community in furthering PAVE’s purpose. The Vice President- Education shall also assist the Vice President as necessary and shall undertake and perform the duties and responsibilities of the office of Vice President if such office is temporarily vacated of if the President and Vice President are in absentia.
Section 8. Vice President-Gala. The Vice President-Gala shall be responsible for the PAVE Gala and other fundraising events conducted by PAVE to further the purpose of PAVE. The Vice President-Gala shall also undertake and perform such other duties and functions as are necessary from time to time or may be prescribed by the Board of Directors.
Section 9. Treasurer. The Treasurer shall be responsible for all funds of PAVE. They shall be responsible for monitoring and reporting the financial activities of PAVE and ensure an annual audit of the financial records. In general the Treasurer shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President of the Board of Directors.
Section 10. Secretary. The Executive Director shall serve as the Secretary of PAVE. The Secretary shall keep the minutes of the meetings of the Board of Directors and shall oversee the keeping, preparation, and filing of all other records required by law or by the policies of the Board of Directors. The Secretary shall be custodian of the corporate records. He shall be an ex-officio, non- voting member of the Board of Directors.
Section 11. Immediate Past President. The Immediate Past President shall be a member of the Board of Directors and the Executive Committee. The Immediate Past President shall serve as Chairman of the Nominating Committee. He shall serve as an Advisor to the President and perform all tasks delegated to him by the President or the Board of Directors. The term of office shall be until the next President assumes the position of Immediate Past President.
Section 12. Executive Director. The Board of Directors may enter into an administrative services contract with A.R.E. or some other association, individual or company to manage the affairs of PAVE. The Executive Director must keep the books and records of PAVE separate from those of any other organization. The Executive Director must keep the bank accounts and monies of PAVE separate from those of any other organization. PAVE is authorized to pay A.R.E. the fair market value for services rendered in administering the affairs of PAVE. The Executive Director shall be an ex-officio, non-voting member of the Board of Directors and the Executive Committee.
ARTICLE VII Committees
Section 1. Authority. The President, with the approval of the Board of Directors, may designate and appoint standing and ad hoc committees and task forces of PAVE.
Section 2. Executive Committee. The Executive Committee shall be composed of the President, the Vice President, the Vice President-Education, the Vice President-Gala, the Treasurer, the Immediate Past President, and the Secretary/Executive Director. The Executive Committee may exercise the powers of the Board of Directors when the board is not in session. For the purposes of a quorum, three voting members of the Executive Committee will constitute a quorum.
Section 3. Quorum and Manner of Acting. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
ARTICLE VIII Inurement
No part of the net earnings of PAVE shall inure to the benefit of, or be distributable to, its Directors, Officers, Committee Members, Employees, or other private persons, except that PAVE shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
ARTICLE IX Finances
Section 1. Contracts, Checks, Deposits and Funds. a. Contracts. The Board of Directors may authorize the Executive Director of PAVE in addition to the officers so authorized by these Bylaws, to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of, PAVE, and such authority may be general or confined to specific instances. b. Checks. All checks, drafts, all orders for the payment of money, notes or other evidence of indebtedness issued in the name of PAVE shall be signed by the Executive Director of PAVE and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President or Treasurer of PAVE. c. Deposits. All funds of PAVE shall be deposited from time to time to the credit of PAVE in such banks, trust companies, or other depositors as the Board of Directors may select. d. Funds. The Board of Directors may accept, on behalf of PAVE, any contribution, gifts, bequests or devise for any of the purposes set forth in the Articles of Incorporation or Bylaws of PAVE.
ARTICLE X Books and Records
PAVE shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors and of its Committees. Section 1. Internal Controls. The Board of Directors shall establish policies and procedures to ensure that proper and adequate controls of PAVE's financial affairs exist. Section 2. Annual Financial Audit. There shall be an annual audit of PAVE's financial books and records by a properly accredited independent Certified Public Accountant, to be designated from time to time by the Board of Directors.
ARTICLE XI Waiver of Notice
Whenever any notice whatsoever is required to be given under the provisions of the Act, PAVE’s Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII Indemnification
Section 1. General Indemnification. Each member of the Board of Directors and officer of PAVE now or hereafter in office, shall be, and hereby is indemnified by PAVE against any and all personal liability and reasonable expense excluding all amounts recovered through proceeds of insurance, (but including, without limitation, counsel fees and disbursements, and amounts of judgments, fines, taxes or penalties against, or amounts paid in settlement by, him) that may be incurred by such member of the Board of Directors, officer or person in connection with, or resulting from, any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (regardless of whether made or instituted by or in the right of the corporation) or in connection with any appeal relating thereto, in which he or she may become involved, as a part or otherwise, or with which he or she may be threatened, by reason of being, or having been, a member of the Board of Directors or officer of PAVE or serving or having served in such a fiduciary capacity, or by reason of any action taken or omitted in such person’s capacity as such member of the Board of Directors, officer or fiduciary, all subject as herein provided. Without limiting or affecting the scope of the foregoing obligation, each said member of the Board of Directors, officer and person shall be fully indemnified and protected by the corporation in any action or omission to act taken in good faith in accordance with the advice, recommendation or opinion of the attorneys for the corporation, the accountants employed from time to time to supervise or audit the books and accounts of the corporation, or the actuary of any of said employee benefit plans. No such indemnification shall be made with respect to (i) matters as to which any said member of the Board of Directors, officer or person shall be finally adjudged to have been dishonest, to have acted fraudulently or to have obtained a personal benefit at the expense of PAVE, any said other association, organization, or corporation or any such employee benefit plan in the performance of his or her duties, and (ii) amounts paid or expenses incurred in connection with the settlement of any such claim, action, suit, proceeding or appeal unless the corporation is advised by opinion of an independent counsel that said member of the Board of Directors, officer or person was not dishonest, did not act fraudulently and did not obtain any said personal benefit in the performance of his or her said duties. The foregoing right of indemnification shall not be exclusive of other rights to which each said member of the Board of Directors, officer or person may be entitled, and shall be available whether or not such member of the Board of Directors, officer or person continues to be a member of the Board of Directors or officer of PAVE, of such other association, organization or corporation, or such a fiduciary at the time that any such liabilities and expenses are incurred, paid or satisfied. If any provision or condition of this Section shall be determined to be invalid or void for any reason, such determination shall not affect the validity of any other provision of this Section or of these bylaws.
Section 2. Insurance. PAVE may purchase and maintain insurance on behalf of the Board of Directors, officers, former board members and former officers and all persons who have served at its request or by its election as a director or officer of another association, PAVE, organization or corporation or in a fiduciary capacity with respect to any employee benefit plan of PAVE against any liability, or settlement based on asserted liability, incurred by them by reason of being or having been board members or officers of PAVE or directors or officers of such other association, PAVE, organization or corporation, or in a fiduciary capacity with respect to any employee benefit plan of the corporation, whether or not PAVE would have the power to indemnify them against such liability or settlement under the provisions of this section.
ARTICLE XIII Procedures and Communications
The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for PAVE where they are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws. All communications, balloting, and notices may be sent by U.S. mail, overnight courier, facsimile, electronic mail.
ARTICLE XIV Amendments to Bylaws
These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by a majority of the directors, present at any regular meeting or any special meeting, if at least fourteen (14) days written notice is given of attention to alter, amend, repeal or to adopt new Bylaws at such meeting. Adopted this 6th day of June, 2007.