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Constitution and Bylaws

                                         CONSTITUTION AND BY-LAWS
                                 PLAN SPONSOR COUNCIL OF AMERICA
                                   As amended on September 11, 2013

CONSTITUTION

ARTICLE I
NAME

Section 1. The name of this organization shall be Plan Sponsor Council of America. It shall be referred to as PSCA when its full name is not used.

ARTICLE II
DECLARATION OF PRINCIPLES

Section 1. The Plan Sponsor Council of America (PSCA) is a broadly based association of diverse businesses that believe that profit sharing, 401(k) and other savings and incentive programs strengthen the free-enterprise system, empower and motivate the workforce, improve domestic and international competitiveness and provide a vital source of retirement income.

ARTICLE III
PURPOSE

Section 1. The purpose of PSCA is to:

•    Promote the use of profit sharing, 401(k) and other savings and incentive programs by increasing business, employee, government, media, academia and public awareness of their benefits.
•    Represent employers’ and employees’ interests so that the legal and regulatory environment encourages the implementation and continuation of profit sharing, 401(k) and other savings and incentive programs.
•    Educate and inform business, government, media, academia and the public about profit sharing, 401(k) and other savings and incentive programs by collecting, analyzing and disseminating relevant data.
•    Provide a forum for the interchange of ideas and information about profit sharing, 401(k) and other savings and incentive programs.
•    Provide assistance and information to member companies about the design, administration, compliance, investment, communication and motivation practices associated with profit sharing, 401(k) and other savings and incentive programs.

ARTICLE IV
BOARD OF DIRECTORS

Section 1. The affairs of PSCA shall be directed and supervised by a Board of Directors.

Section 2. The Board of Directors shall be vested with full power to interpret the Constitution and Bylaws.

ARTICLE V
BYLAWS

Section 1. The Board of Directors by two-thirds of the votes cast either at a meeting or by mail ballot shall prepare Bylaws governing the administration of PSCA and amendments thereto. Such Bylaws or amendments shall become effective when approved by a majority of the votes cast by the Members of PSCA either at a meeting or by mail ballot.

Section 2. Such Bylaws shall provide: for the election or appointment of officers and standing and special committees and for the specification of duties and responsibilities thereof; for filling vacancies which may occur in offices, in committees and in the Board of Directors; for general supervision over receipts and expenditures; and for all other acts which the Board of Directors may deem to be in the interest of PSCA and not in conflict with this Constitution.

ARTICLE VI
AMENDMENTS

Section 1. Any changes in or amendments to this Constitution may be made by two-thirds of the votes cast by the Members of PSCA at a meeting or by mail ballot, provided that the proposed change or amendment shall have been approved by a two-thirds vote of the Board of Directors at a meeting or by mail ballot.

ARTICLE VII
ELECTRONIC COMMUNICATIONS
For purposes of this Constitution and Bylaws, unless explicitly prohibited, the term ‘mail ballot’ means a ballot taken without a meeting in writing, by mail, e-mail, or any other electronic means.  The term ‘meeting’ includes a meeting via teleconference or other electronic means.  The term ‘mail’ ‘in writing’ and ‘written’ includes by mail, e-mail, or any other electronic means.”



BYLAWS

ARTICLE I
CLASSES OF MEMBERSHIP

Section 1. MEMBERS-Any employer whether an individual, partnership, corporation or unincorporated association in sympathy with the objectives and purposes of PSCA and which has an active profit sharing, 401(k), or other savings or incentive plan shall be eligible for membership in accordance with the Bylaws and the rules and regulations in effect from time to time. There shall be no limit on the number of Members.

Section 2. ASSOCIATES-Any employer not eligible to be a Member and any individual may be an Associate.

Section 3. OTHER CLASSES OF MEMBERSHIP-The Board of Directors may from time to time prescribe such other classes of membership as it shall deem appropriate and may also from time to time prescribe the rights, privileges and duties of Members, Associates or such other classes of membership as may from time to time be established.

Section 4. DUES-The dues of each class of membership shall be fixed by the Board of Directors. Dues may be changed by the Board from time to time provided that no change may be made without the consent of the Member or Associate or other class of membership respecting any current period for which dues shall have been prepaid.

Section 5. ADMISSION TO PSCA-All applications for membership in PSCA shall be in writing or completed online.  Membership shall commence upon acceptance of an application by the President or the President’s delegate, subject to review by the Board of Directors and the payment of the dues applicable to the class of membership for which application is made.

Section 6. RESIGNATION AND EXPULSION-An individual or employer in any class of membership may resign by notifying PSCA in writing. Such resignation shall become effective upon receipt of the notice at the national office of PSCA or upon such date after the receipt thereof as may be specified in the notice. The Board of Directors may suspend or cancel the membership of any individual or employer if it is believed to be for the best interest and welfare of PSCA. In the event of expulsion or cancellation by the Board of Directors of any individual or employer, a pro-rata refund of current dues shall be made.

Section 7. MEETINGS-A meeting of the Members of PSCA (hereinafter referred to as the “Annual Meeting”) shall be held each year at a time and place set by the Board of Directors. The Chair may, and upon written request of 50 Members, shall call a special meeting of the Members for one or more specific purposes. Notice of each Annual or Special Meeting shall be given by mailing, not less than 20 days preceding the date of the meeting, a notice thereof in writing addressed to each Member at the last known address as shown on the books and records of PSCA.

Section 8. QUORUM-Fifty Members, including proxies, shall constitute a quorum for the transaction of business at an Annual and Special Meeting of PSCA. In case there shall be less than a quorum present at any meeting, the presiding officer may adjourn the meeting to a later date, and notice of such adjourned meeting shall be given in the same manner as the notice of the original meeting.

Section 9. VOTING RIGHTS-Each Member shall be entitled to one vote at an Annual Meeting or Special Meeting of PSCA or in a mail ballot. Associates and other classes of membership shall be entitled to attend the Annual or Special Meetings of PSCA and, subject to the rules of such meetings, shall have the privilege of the floor, but without vote.

ARTICLE II
BOARD OF DIRECTORS

Section 1. NUMBER-The Board of Directors shall consist of the elective officers and the President of PSCA, the immediate past Chair of PSCA, and 21 Members elected by the Members of PSCA as provided in Article V.  The terms of the elected Directors shall be three years and staggered. The term of an elected Director will commence at the Annual Meeting of the Members of PSCA following the balloting provided for in Article V. The term of an elected Director who becomes an officer of PSCA shall be considered an unexpired term. At least 75 percent of the elected Directors shall be from Members.  Any Director who misses two or more consecutive meetings of the Board may be removed at the discretion of the Board of Directors.

Section 2. QUALIFICATION OF ELECTED DIRECTORS-No person shall be considered to be eligible to be elected as a Director unless he or she is an officer or employee of an organization which is a Member of PSCA in good standing.  The provisions of this Section 2 shall not be applied to an ex-officio member of the Board of Directors.  If the Board of Directors determines that a Director has breached its fiduciary responsibilities to PSCA, the Board may remove such Director, in its discretion, by a two-thirds vote of all the Directors, at a meeting or by mail ballot.

Section 3. HONORARY DIRECTORS-The Board of Directors is empowered to elect Honorary Directors, each to serve for one term of six years, provided, however, that the terms of office of an Honorary Director, elected prior to January 28, 1965, shall be for life. The Honorary Directors may attend all meetings of the Board of Directors and may have the privilege of the floor, but may not vote.

Section 4. POWERS-The Board of Directors shall direct and supervise the affairs of PSCA. By way of illustration, and not by way of limitation on the foregoing, the Board shall be vested with full power:

a)    To interpret the Articles of Incorporation, the Constitution and the Bylaws;

b)    To elect two members of the Executive Committee as provided in Article III;

c)    To approve appointments to the following Standing Committees: Nominating, Finance, Membership, Legal and Legislative and Administrative Committee of PSCA’s Employee Incentive Retirement Trust and to such other Committees, whether Standing or Special, as the Board of Directors shall from time to time deem appropriate;

d)    To appoint and discharge the appointive officers of PSCA and to establish their compensation, term and duties;

e)    To approve appointments to fill vacancies that may occur in any elective office;

f)    To fill vacancies in its own body, from whatever cause arising;

g)    To exercise general supervision over receipts and expenditures;

h)    To adopt rules and regulations for the conduct of the meetings of the Board of Directors and of the Members;

i)    To charter local chapters in various regions of the United States under such Bylaws as the Board shall prescribe; and

j)    To do all other acts and things which it may deem to be in the interest of PSCA, not conflicting with its Articles of Incorporation.

Section 5. MEETINGS-The Board of Directors shall meet at least twice each year at a time and place specified by the Chair, provided, however, that one meeting of the Board of Directors shall be held immediately preceding or following the Annual Meeting of PSCA. The Chair may, and upon the written request of eight members of the Board of Directors shall, call an interim meeting of the Board for one or more specific purposes. Notice of each meeting of the Board shall be mailed out not less than 10 days preceding the date of such meeting to each member of the Board and shall designate the time and place at which the meeting is to be held.

Section 6. QUORUM-At any meeting of the Board of Directors, eight Directors then in office and present shall constitute a quorum. If there is less than a quorum present at any meeting, the meeting may be adjourned by those present. Notice of any adjourned meeting shall be given in the same manner as notice of the original meeting.

Section 7. PROXIES-Any member of the Board of Directors other than an Honorary Director may certify any Officer or Director of PSCA as a proxy to act in his or her absence as a regular member of the Board of Directors at any given meeting, provided, however, that the Director giving such proxy shall not be counted as present in determining the presence of a quorum under Section 6. Such proxy shall have full power to vote as any other regular member of the Board. Any such proxy must be certified in writing by the Board member the proxy is representing.

ARTICLE III
THE EXECUTIVE COMMITTEE

Section 1. NUMBER-The Executive Committee shall consist of the Chair, the First and Second Vice Chairmen, the Treasurer, the immediate past Chair, the President of PSCA and two persons elected by the Board of Directors from members of the Board.

Section 2. POWERS-The Executive Committee shall have full authority of the Board of Directors when that Board is not in session.

Section 3. MEETINGS-Meetings of the Executive Committee shall be held at the call of the Chair or on written request to the Chair of at least four members of the Executive Committee. Four members of the Executive Committee shall constitute a quorum for the transaction of business. The Secretary of PSCA shall serve as Secretary of the Executive Committee.

Section 4. REPORTS-Actions taken by the Executive Committee shall promptly be reported to other members of the Board of Directors.

ARTICLE IV
OFFICERS

Section 1. ELECTIVE OFFICERS-The following officers of PSCA (herein referred to as “elective officers”) shall be elected by the Members in the manner prescribed by Article V: Chair, First Vice Chair, Second Vice Chair and Treasurer.
The elective officers will hold office for one year and until their successors are elected and take office. An individual may not serve more than two consecutive terms in any elective office, except the Treasurer.

Section 2. APPOINTIVE OFFICERS-The following officers of PSCA (herein referred to as “appointive officers”) shall be appointed by the Board of Directors: President and Secretary.

The Board of Directors shall establish the compensation and term of office of each appointive officer and shall prescribe such duties, in addition to those hereinafter specified, as the Board may deem necessary or appropriate to carry out the purpose of PSCA. The Board shall have the power to discharge any appointive officer prior to the expiration of his term of office if such action is deemed to be in the interests of PSCA.

Section 3. CHAIR-The Chair, or in the absence of the Chair, the First Vice Chair or Second Vice Chair (in that order), or in their absence a member of the Board designated by the Chair, shall preside at all meetings of PSCA, the Board of Directors and the Executive Committee. The Chair shall be an ex-officio member of all committees but shall act as the direct representative of the Board of Directors and the Executive Committee between meetings of those bodies. The Chair shall, at such times as shall be deemed necessary or proper, review and evaluate the activities of the President, and shall have the authority and responsibility to direct and supervise the activities of the President and to take whatever other action the Chair deems necessary or proper in order to carry out the policies of the Board of Directors. The Chair shall have the authority to fill all vacancies on all committees. Executive Committee appointments must be approved by the Board of Directors.

Section 4. VICE CHAIR-The First or Second Vice Chair (in that order) shall in the absence of the Chair perform the duties of the Chair and shall perform such other duties and have such other powers as may be prescribed by the Board of Directors. The First and Second Vice Chair shall be, ex-officio, members of the Board of Directors.

Section 5. TREASURER-The Treasurer shall, subject to the direction of the Board of Directors, conduct the financial affairs of PSCA and shall be, ex-officio, a member of the Board of Directors.

Section 6. PRESIDENT-The President shall be the chief executive officer of PSCA and shall, under the general supervision of the Chair, be responsible for carrying out the policies of PSCA as determined by resolution of the Members or by action of the Board of Directors or of the Executive Committee. The President shall be responsible for the direction and supervision of the activities of PSCA’s staff and shall perform such other duties as the Board of Directors or the Chair may determine.
The President shall be, ex-officio, a member of the Board of Directors and a member of all other committees, in addition to being a member of the Executive Committee.

In the event of a vacancy, absence or inability to serve, the duties of the President shall be carried out by an individual or individuals appointed by the Executive Committee.

Section 7. STAFF APPOINTMENTS-The Board of Directors may from time to time prescribe the staff positions such as a Director of Communications and Public Relations, a Director of Technical Services and such other positions as the Board of Directors may deem necessary to carry out the purposes of PSCA. Such members of the staff shall be appointed by the President.

The Board of Directors may appoint one of the staff members to act as Secretary of PSCA.

Section 8. SECRETARY-The Secretary shall record the minutes of meetings of Members of PSCA, the Board of Directors and the Executive Committee; shall have custody of the corporate seal and shall perform such other duties as may be assigned by the Board of Directors or Chair.


ARTICLE V
ELECTIONS

Section 1. NOMINATING COMMITTEE-Not less than 90 days prior to the Annual Meeting of the Members of PSCA, the Chair of the Board, subject to approval of the Board of Directors, shall appoint a Nominating Committee of not less than three members. This committee shall nominate candidates for Chair, First Vice Chair, Second Vice Chair, Treasurer, and for as many Directors as are required to bring the Board to its authorized number.

Section 2. REPORT--The Nominating Committee shall consider and prepare a complete slate of prospective candidates to fill the aforesaid positions and shall file its report with the Secretary of PSCA within 90 days prior to the Annual Meeting. The Secretary shall then promptly certify to the Members by published notice in PSCA’s magazine or by mail if necessary the filing of the report and the names of the prospective candidates.

Section 3. ADDITIONAL NOMINATIONS-Additional nominations for any of the aforesaid positions may also be made by written petition addressed to the Secretary at PSCA’s national office setting forth the name(s) of the nominee(s) and the office(s) for which nominated. Such petition must be signed by at least 20 Members in good standing and received at the national office at least 30 days prior to the Annual Meeting of PSCA.

Section 4. MAIL BALLOTING-Within 30 days but in no event less than 20 days prior to the Annual Meeting, the Secretary shall mail to all Members the names of all the prospective candidates received as nominees for the aforesaid positions along with a ballot for purposes of voting. The Secretary may set the final return date for receipt of such ballots in PSCA’s national office; however, in no event may such return date be more than five days prior to the Annual Meeting. The Secretary may establish such other rules for the conduct of the election as may be necessary.

Section 5. ELECTIONS-An election shall be deemed held if proper mail ballots are received from members equal to the number required for a quorum to transact business at an Annual Meeting. (Article I, Section 8). If the necessary number of proper ballots is not received on or before the return date set by the Secretary in accordance with Section 4 of this Article, the Secretary shall hold such election at the time of the Annual Meeting or any postponement thereof. If for some reason the Annual Meeting is not held as scheduled or is postponed, the Secretary shall conduct the election by mail ballot within 60 days after the date set for such Annual Meeting.

Section 6. CERTIFICATION OF ELECTION RESULTS-Candidates receiving a majority of the votes cast by Members at a completed election shall be certified by the Secretary as elected to the office for which nominated.

ARTICLE VI
MISCELLANEOUS

Section 1. FISCAL YEAR-The fiscal year of PSCA shall end on the 31st day of August of each year.

Section 2. EXECUTION OF CHECKS, ETC.-All checks, drafts, notes and orders for the payment of money shall be signed by such officers or agents as the Board of Directors from time to time may designate. The Board of Directors may authorize any officer or officers to enter into any contract or to execute or deliver any instrument within the scope of PSCA’s powers in the name of and on behalf of PSCA.

Section 3. WAIVER OF NOTICE-Any notice required to be given by these Bylaws may be waived by any person entitled thereto.

Section 4. DISTRIBUTION OF PROPERTY ON DISSOLUTION-In the event of the dissolution of PSCA, no member, employee, director, officer or any private individual shall be entitled to share in the disposition of any of the corporate assets and all such assets shall be distributed for their stated purposes or to scientific, educational, religious or charitable corporations, trusts or community chests, funds or foundations, meeting the requirements of Section 501(c) (3) of the Internal Revenue Code of 1954 or corresponding provisions of any subsequent revenue law.

Section 5. REVENUE-Funds for the maintenance of PSCA shall be raised by dues to be paid annually in advance and from income from such other activities of PSCA as may be authorized and approved by the Board of Directors. The Board of Directors may accept contributions from any source, the amount and condition of such contributions to be left to the discretion of the Board.

Section 6. EX-OFFICIO BOARD AND COMMITTEE MEMBERS-All ex-officio members of the Board and any Committee shall have voting rights unless otherwise provided in the Bylaws.

Section 7. AMENDMENT OF BYLAWS-These Bylaws may be altered, amended or repealed by a two-thirds vote of the Board of Directors cast either at a meeting of the Board or by mail ballot. Any such alteration, amendment or repeal shall become effective when approved by a majority of the votes cast by the Members of PSCA either at a meeting or by mail ballot.

Effective Date--The effective date of these Bylaws is September 11, 2013.