Executive Board

The Executive Board shall hold a minimum of one meeting annually. Additional meetings may be held by call of the Chair, or by established practice or upon request of another board member. A majority of board members in office shall constitute a quorum for the transaction of business at any meeting of the Board. PAM usually holds meetings of the entire Board (Executive Board plus Advisory Board) at the Association's annual conference.

Duties of the Executive Board:

• To determine policies and practices within the limits of the Bylaws of the Association and the PAM Governing Document, to take such actions as it considers necessary to carry out the objectives of the Division, and to perform other functions as the membership may direct.
• To approve amendments to the PAM Division Governing Document before presentation to the Advisory Board and PAM membership.
• To approve contracts and agreements entered into by the Division. Purchase of property by the Division shall have the written approval of the Executive Board. [See also SLA's Tax and Legal Handbook.]
• To appoint a successor in case of the resignation of any officer except the Chair. The Chair-Elect automatically succeeds as Chair if the Chair resigns or is unable to complete his/her term. [If the majority of the term has passed, the Chair-Elect will complete the term as Chair and continue as Chair for the term to which he/she was elected; in that case, the Board will appoint an Acting Chair-Elect only to complete the partial term, so that the usual process for electing a new Chair-Elect may go forward. If, however, the Chair-Elect has to assume the position of the Chair early in the term, he/she may wish only to complete that term; in that case, the Board will appoint a replacement Chair-Elect who shall succeed to the Chair in due course.] ??
• To oversee all additional duties assigned to the Advisory Board.
• To call a special meeting of the Division if necessary in the judgment of the Executive Board or on petition of 30 members of the Division. Notice of a special meeting shall specify the business to be transacted and no business other than that stated in the notice shall be considered.
• To put a question to a vote of the entire PAM membership if necessary in the judgment of the Executive Board. The question presented shall be resolved by a two-thirds majority of returned ballots.

Voting

• Much of the Executive Board's discussion and decision-making is conducted throughout the year via e-mail. The Board may also use conference calls and other meeting technology.
• Federal law and liability concerns require that voting on Division business be restricted to members of the Executive Board. The full Board (Advisory Board in addition to Executive Board) may be included in discussion as needed, but Advisory Board members (appointed committee chairs, etc.) cannot have voting rights that could, in effect, override the vote of elected Board members.
• Electronic voting, as commonly practiced by the Executive Board, is acceptable. As SLA divisions are not separately incorporated but rather are merely subdivisions of a single legal entity -- SLA, a New York not-for-profit corporation -- their Boards and memberships are not governed by the requirements and restrictions contained in the New York Not-for-Profit Corporation Law relating to voting and other governance matters. Only SLA's Board of Directors, certain committees of the SLA Board, and SLA's membership (when voting as an entire membership) are governed by these requirements and restrictions. Consequently, SLA's chapters and divisions are free to institute whatever governance procedures they choose, including all forms of electronic voting.

Directors

• The PAM Division currently has no Directors.
• PAM could consider making post(s) that have historically been Advisory positions into Director positions, to increase the number of voting members of the Executive Board and to undertake special projects as directed by the Chair (such as conducting membership surveys, reviewing aspects of the Division's operation, planning future directions, and other tasks that will affect the overall mission of the Division.) Directors would be nominated and elected to the Executive Board according to the procedures for other officers.

PAM Practices Manual Editor: Kristine Fowler, fowler@math.umn.edu

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Page last updated: August 12, 2004