The name of this Association, organized as not-for-profit and incorporated in the State of California, shall be the Power Sources Manufacturers Association, Inc. (PSMA).
The purpose of PSMA shall be to enhance the stature and reputation of its members and their products, improve their knowledge of technological and other developments related to power sources, and educate the entire electronics industry, academia, government and industry agencies as to the importance of, and relevant applications for all types of power sources and conversion devices.
AIMS AND OBJECTIVES
The PSMA shall address itself to all types of power sources and conversion devices companies. It shall enhance the reputation of the members of this association and their products through various programs, and establish relevant activities including, but not restricted to the following:
- Industry Involvement in all Categories
- Government/Industry Agencies Liaison
- Professional Societies
- Liaison with Academia
- Liaison with Customers
- Trade Show and Conference Involvement
- Trade Statistics
- Marketing Studies and Programs
- Operations Programs
- Research and Development Studies and Programs
Membership shall consist of two categories, as follows:
Regular members with full voting privileges shall be manufacturers of power sources and conversion equipment, manufacturers of components designed for incorporation into power sources and conversion equipment, alternative energy manufacturers or developers and users of power devices.
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.
Divisions Within a Member Company
- The company (not a division of the company) is the member of PSMA.
- The Regular member company has one designated representative to PSMA with voting privileges.
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 subsidiary must join PSMA independently of the others, subject to normal qualifications and conditions of membership.
- Only those subsidiaries joining PSMA will have representation in the association and be listed as members.
DUES AND ASSESSMENTS
When an application for membership is made during the course of a fiscal year of PSMA, the member company shall pay a full year's dues. The new member's dues will be reduced the following year by the amount of the overpayment, computed to the nearest quarter.
ADMISSION TO MEMBERSHIP
Each application for either category of membership shall be promptly and thoroughly reviewed by the Board of Directors of PSMA, and eligibility shall be determined within 30 days of receipt of an application in accordance with the criteria established in these Bylaws.
The PSMA Board of Directors shall take action on the application at its next regular or special meeting or a special vote by email.
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.
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.
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.
TRANSFER OF MEMBERSHIP
A membership may be transferred in connection with the sale or transfer of the business (including mergers or consolidations). If this action results in a change in dues, the change shall be effective on the date of change in business.
TERMINATION OF MEMBERSHIP
Membership shall terminate and the member shall not be entitled to rebate of dues previously paid in any of the following events:
- Resignation of a member.
- Expiration of the period of membership.
- The occurrence of any event that renders a member ineligible for membership, or failure to satisfy membership qualifications.
Members not meeting the criteria for membership as described herein shall be provided written notification as to their membership status.
There shall be an Annual Meeting of the membership held at a time and place designated by the Board of Directors, such as in conjunction with the Applied Power Electronics Conference (APEC). The Annual Meeting may be in person or by electronic means.
Thirty percent (30%) of Regular Members shall constitute a quorum at the Annual Meeting or at any other general members' meeting. For electing Directors, ballots submitted by email before the Annual Meeting shall be counted and are considered as part of the thirty percent (30%) quorum. For other motions requiring a vote, if there are insufficient Regular Members present to constitute a quorum, the motions may be submitted to the Regular Members for a vote by email. If thirty percent (30%) of the votes are returned within fifteen (15) days, the requirement for a quorum is met.
BOARD OF DIRECTORS
Directors shall be sought from both 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. To be eligible to serve as a Director, the nominee's membership affiliation must be in good standing.
The Nominating Committee shall verify the eligibility of nominees submitted by the membership under the procedure described above and the Nominating Committee may nominate additional eligible 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 six (6) Regular Members.
At least fifteen (15) days prior to the Annual Meeting, the Executive Director, acting for the Nominating Committee, shall send a curriculum vitae for each nominee and ballots for the election of Directors to all Regular Members by email.
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 one successive three-year term of office. The limit of one successive term of office may be modified on a case-by-case basis by a vote of two thirds (2/3) of the Board of Directors, with the affected Director abstaining.
Regular Meetings of the Board of Directors
The Board of Directors shall meet at least six (6) times 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 Board Meeting. The Board may hold meetings in person or by electronic means.
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 notice by email to the Executive Director, who shall notify all members by email 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 shall be by email.
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 email ballot acted on by at least fifty percent (50%) of the Board membership or it must be ratified at the next regular scheduled meeting of the Board for which there is a quorum.
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 by email is filed with the PSMA Executive Director prior to voting time and 2) the proxy designate is a member of the Board of Directors or an employee of a member company in good standing of PSMA. A proxy may not vote when two-thirds (2/3) of the Board of Directors is required.
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.
A vacancy occurring in a position on the Board of Directors shall be filled until the next annual meeting 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.At the next annual meeting, the Nominating Committee will nominate one or more candidates to complete the remainder of the term, if any. The appointed Director will be one of the nominees if he or she remains eligible. If there are insufficient nominees for the Board of Directors at the Annual Meeting to fill the positions available, the unfilled positions shall be considered to be Vacancies under this provision.
Change in Director's eligibility
If a Director's membership affiliation changes such that he or she is no longer eligible to serve as a Director, he or she may continue as a Director if he or she changes his or her membership affiliation to one that is eligible within 90 days. This provision may be modified on a case-by-case basis by a vote of two -thirds (2/3) vote of the Board of Directors, with the affected Director abstaining. In the case of an Officer whose eligibility as a Director changes during his or her term of office, the Officer may continue on the Board as an ex-officio Member until the expiration of his or her term as an Officer.
The Officers of PSMA shall be elected by the Board of Directors at the Board meeting prior to the Annual Meeting. Officers must be selected from those Directors who have been elected to the Board of Directors in accordance with the conditions set forth herein. Officers shall serve a term of two (2) years and may be re-elected to one (1) two-year successive term. The limit of one (1) successive term of office may be modified on a case-by-case basis by a vote of two-thirds (2/3) of the Board of Directors with the affected Officer abstaining.
- 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 contracted 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.
The Officers of the Association shall constitute the Executive Committee and shall be empowered to act on behalf of the Board of Directors between meetings. The primary functions of the Executive Committee shall be to make policy recommendations to the full Board, and to act as the long-range Planning Committee. The President shall act as Chairman of the Executive Committee.
The President shall appoint a Nominating Committee, consisting of three Regular members of the Association, no less than forty-five (45) days prior to the Annual Meeting.
There shall be Standing Committees of PSMA. Two (2) or more Co-Chairmen for each Standing Committee shall be approved by the PSMA Board of Directors. The Board may set overall guidelines and objectives for each committee; however, the specific working procedures will be determined by each committee. The Standing Committees may include but are not be limited to:
- Alternative Energy
- Energy Efficiency
- Energy Harvesting
- Power Technology Roadmap
- Safety & Compliance
- Transportation Power Electronics
The President, Executive Committee, and/or Board of Directors may, from time to time, appoint such ad-hoc committees as they may deem appropriate, the charge, constituency, and duration of which shall be determined by the appointing body, provided, however, that no such ad-hoc committee shall serve a term of more than one year without the express consent of the Board of Directors.
Annual membership dues for each membership category shall be established by the Board of Directors.
The fiscal year of the Association shall be from January 1 through December 31. A review of Association financial results shall be conducted within thirty (30) days of the close of the fiscal year.
NOTICE OF MEETINGS
At least a fifteen (15) day written notice shall be required for all meetings of the membership and/or the Board of Directors other than the regular monthly board meetings or the annual meeting. Said notice shall state the time, place, and date of the particular meeting, along with the agenda items to be discussed and/or acted upon.
FORMAT AND CONDUCT OF MEETINGS
The latest edition of Robert's Rules of Order shall govern all meetings of the Board of Directors and meetings of the Association.
At least a thirty-day (30) written notice by email shall be sent to all Directors in advance of any meeting at which any proposed amendment(s) is/are to be acted upon. A vote of two-thirds (2/3) of all Directors shall be required to amend these Bylaws. Written votes by email sent to the Chairman of the Board are admissible and valid.
With the same notice provisions required in Section 20 above, plus a requirement that at least thirty (30) days written notice be given to all Regular Members, the Association may be dissolved by a vote of three-fourths (3/4) of the Board of Directors. Upon payment of any and all outstanding valid liabilities, any remaining funds shall be turned over to any non-profit organization(s) involved with the power electronics industry as may be deemed appropriate by the Board of Directors.