Bylaws

• Industry Involvement in all Categories
• Government/Industry Agencies Liaison
• Professional Societies
• Liaison with Academia
• Liaison with Customers
• Trade Show and Conference Involvement
• Trade Statistics
• Technical Development
• Marketing Studies and Programs
• Operations Programs
• Research and Development Studies and Programs

A. Regular Members

Regular members with full voting privileges shall be manufacturers of power sources and conversion equipment.

B. Associate Members

Associate members shall be manufacturers of components designed for incorporation into power sources and conversion equipment, alternative energy manufacturers or developers and users of power devices. Associate members shall not have voting privileges, except those representatives on the Board of
Directors who shall have voting rights on matters before the Board.

C. Affiliate Members

Affiliate members shall be manufacturers’ representatives and distributors of power sources, or advertising, public relations and marketing services agencies, or other service firms affiliated with the power electronics industry. Affiliate members shall not have voting privileges, except those representatives on the Board of Directors who shall have voting rights on matters before the Board.

D. Divisions Within a Member Company

• The company (not a division of the company) is the member of PSMA.
• The membership fee for Regular members is based on the company’s total revenues generated from power sources as defined by PSMA.
• The Regular member company has one designated representative to PSMA with voting privileges.

E. Multiple Subsidiaries of the Same Company

• Each subsidiary is a separate entity (i.e. separate organization structure, independently managed, different name, individual legal standing).
• Each entity must join PSMA independently of the others, subject to normal qualifications and conditions of membership.
• Only those entities joining PSMA will have representation in the association and be listed as members.

If a report on the applicant’s eligibility is not made and received by the PSMA Board of Directors within the reporting period, the Board shall take action on the application at its next regular or special meeting and that action shall be binding on PSMA. In the event the membership committee does not approve the membership application, the written membership eligibility report shall so indicate and all such reports shall be subject to review by the PSMA Board of Directors at its next regular or special meeting, or by mail (e-mail) vote, and the notice for the meeting or mail (e-mail) ballot shall specifically indicate the membership committee’s action on the application and that the application will be reviewed and voted upon. The disapproval of the application by the membership committee may be reversed by a majority vote of PSMA’s Board of Directors and such reversal shall constitute approval of the application for membership on behalf of PSMA.

A. Term of Membership

Upon admission to membership, the applicant shall be a member from the date of admission until the end of the then current fiscal year, unless its membership is terminated as provided herein. Thereafter, it shall remain a member in good standing only so long as its current dues, fees, assessments and other obligations due and owing to PSMA have been paid in full and it continues to meet the membership criteria from time to time set forth in these Bylaws.

B. Payment of Dues

Dues must be paid no later than February 15 of the year for which the Dues apply to remain a member in good standing. Members should be reminded of the Association policy regarding continuing membership approximately two weeks before the expiration of the above mentioned deadline.

C. Members in Good Standing

Those members who have paid the required dues, fees and assessments in accordance with these Bylaws and who are not suspended shall be members in good standing.

• Resignation of a member.
• Expiration of the period of membership, unless the membership is renewed on the renewal terms fixed by the Board of Directors.
• The occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.

Members not meeting criteria for membership as described herein shall be provided written notification as to their membership status.

A. Directors

Directors shall be sought from all categories of membership in a letter to all member company representatives sixty (60) days prior to the Annual Meeting of the Association. Nominations from the membership must be submitted in writing to the Executive Director at least thirty (30) days prior to the Annual Meeting.

B. Nominating Committee

The Nominating Committee shall verify the eligibility of nominees submitted by the membership yearly under the procedure described above and may select other candidates for submission to the Annual Meeting, where Directors will be elected. There shall be twelve (12) Directors including at least one (1) representative from each member category, with a minimum of 5 Regular Members. Where possible, each director representing the Regular Membership will represent one of the following areas:

• Batteries and battery chargers
• Commercial power supplies
• Military power supplies
• Power conversion equipment
• Uninterruptible power supplies

C. Terms of Directors

One third of the Directors shall be elected each year, on a staggered-term basis, for a period of three years. All Directors may stand for re-election to a second three-year successive term of office. In the case of an Officer whose eligibility as a Director expires during his or her term of office, the Officer shall continue on the Board as an ex-officio Member until the expiration of the term as an Officer.

D. Annual Meeting of the Board of Directors

The Annual Meeting of the Board of Directors shall be immediately before or immediately after the annual meeting of the Members.

E. Regular Meetings of the Board of Directors

The Board of Directors shall meet at least twice per year. The Chairman or any three Board Members may call a regular meeting of the Board. Board Members must be notified at least 15 days prior to the monthly Board Meeting. The Board may hold meetings via telephone and/or other electronic means. Board Members may attend any meeting via electronic means.

F. Special Meetings of the Board of Directors

Special meetings of the Board of Directors may be called at any time by order of the President or three (3) members of the Board of Directors or by ten (10) Regular member companies of PSMA. All special meetings of the Board shall be by written notice to the Executive Director, who shall notify all members in writing at least fifteen (15) days prior to the date of such meeting. Such notice shall give the general nature of the business to be transacted. Note: All written communications with members can be by letter/mail, fax and/or by e-mail, or any social network used.

G. Quorum of the Board

A quorum shall consist of fifty percent (50%) of the membership of the Board. If a quorum is not present, any action taken by the Board members assembled must be approved in writing by a mail (e-mail) ballot acted on by at least fifty percent (50%) of the Board membership or at the next regular scheduled meeting of the Board for which there is a quorum.

H. Designation of Proxies

A Board member may designate a proxy to represent him or her to vote on his or her behalf, provided: 1) a written notice is filed with the PSMA Executive Director prior to voting time and 2) the proxy designate is a member or employee of a member company in good standing of PSMA.

I. Absence from Board Meetings

Should any member of the Board of Directors absent him or herself from three (3) consecutive meetings of the Board - whether in person or via electronic communications - without valid cause in the opinion of the Board of Directors, his or her office may be declared vacant on vote of the majority of the members of the Board.

J. Vacancy

A vacancy occurring in a position on the Board of Directors shall be filled by the Chairman of the Board appointing any member in good standing not currently serving on the Board. Any such appointment must be ratified by the Board of Directors at its next regularly scheduled meeting.

• Chairman and CEO, who shall preside over all meetings of the Association and the Board, and who shall be instrumental in formulating Association policy and overseeing its implementation.
• President, who shall be primarily responsible for long-range planning, and who shall also act in the absence of the Chairman of the Board. The President shall also act as Chairman of the Executive Committee.
• Vice President, who shall be primarily responsible for operating activities of the Association and who shall act as the immediate liaison between the PSMA Board and its committees.
• Secretary, who shall officially sign all documents on behalf of the Association, and who shall be responsible for membership development and appropriate programs.
• Treasurer, who shall act in a fiduciary capacity for the Association, overseeing the propriety of its financial affairs, and who shall be concerned with appropriate revenue streams to keep the Association viable.

The Executive Director shall be the top staff executive of PSMA, and act as its Chief Administrative Officer. He or she shall be employed by and report to the Board of Directors. The contract duration and specific duties of the Executive Director shall be determined by the Board of Directors.

• Manufacturing Committee
• Marketing Committee
• Nanotechnology Committee
• Magnetics Committee
• Research and Development Committee
• Membership Committee

Revised 7/12