ARTICLE I
NAME, AFFILIATION, AND PURPOSE
Section 1. Name. The name of the organization shall be the Pennsylvania Career Development Association (hereafter referred to as PACDA).
Section 2. Affiliation. PACDA is a state division of the National Career Development Association (hereafter referred to as NCDA) and shall be subject to those provisions of its Bylaws that apply to state divisions.
Section 3. Purpose. The purpose of PACDA shall be to offer high quality, accessible professional development and networking opportunities to career services practitioners throughout the state.
PACDA’s target audience is intentionally diverse, to include career services and career development professionals in corporate outplacement, talent development and mobility, higher education, K-12 schools, workforce development, public and private agencies, non-profit organizations, and private practices.
ARTICLE II
MEMBERSHIP
Section 1. Categories of Membership. There will be four categories of membership in PACDA: professional, retired, student, and in-transition. All members may vote, and all may hold an elective office in the State Division.
Sections 2. Criteria for Membership. The categories of membership shall be determined in accordance with the following:
A. Professional Members: Individuals whose work involves any aspect of career services or career development, including school counselors, professors, career center managers, career coaches or counselors, outplacement consultants, etc.
B. Retired Members: Individuals who have retired from a career services role and remain interested and involved in the field.
C. Student Members: Individuals who are enrolled full-time in graduate or undergraduate degree programs preparing them for professions in or related to career services.
D. In-Transition Members: Individuals who previously held or would like to hold a career services role and who are currently not working. Consultants may qualify for this category only if they were separated from full-time employment within the prior six months. Individuals not claiming consultant status, who have not been working for more than six months, qualify for in-transition membership.
Section 3. Continuity of Membership. Membership in PACDA shall be continuous on an annual basis. Dues for members of PACDA shall be payable annually. Annual dues for all classes of membership shall be established by the Board, in accordance with established [NCDA] Bylaws and Policy and Procedures. The Board may specify the manner in which dues and assessments shall be collected.
Section 4. Termination of Membership.
A. Members may be dropped from membership for unethical behavior as defined in the NCDA Code of Ethics or for conduct that is perceived to be harmful to PACDA or its reputation. Any charge relating to unethical behavior or misconduct shall be presented in writing to the Board, who will investigate the charges. The Board shall notify the member of the charge and offer the opportunity to present evidence on their own behalf. If the charges are found to have substance, the Board shall counsel the member with a view toward behavior change. Failing any modification of the behavior in question, the Board shall determine appropriate action, including termination of membership.
B. In extreme or potentially harmful circumstances, the Board reserves the right to terminate a member without notice. In such a situation, the Board will inform the individual of the precise nature of the behavior that led to this action, and if appropriate, offer the opportunity for the member to present evidence on their own behalf.
C. Members will be dropped from membership for non-payment of dues.
ARTICLE III
NOMINATIONS AND ELECTIONS
Section 1. Procedures. The Executive Board will designate a Nominations and Elections Committee, who shall follow the following procedures.
A. Nominations. Members may be nominated for office in one of three ways:
1) By any current Executive Board member.
2) By any PACDA member in good standing.
3) By the member who wishes to serve on the Board
B. All nominations must include:
1) A professional resume of the proposed nominee.
2) A letter of interest from the nominee stating his or her willingness and ability to serve.
C. A call for nominations shall be published on PACDA’s website and in an electronic communication (email) to all members at least 60 days prior to the distribution of ballots. The Nominations and Elections Committee will screen candidates for factors such as:
1) Qualifications vis-à-vis the current skill and other needs of the Board
2) Geographical, professional, and demographic diversity
3) Extent and quality of prior involvement in PACDA
The Nominations and Elections Committee will indicate their preferred candidate(s), if any, on the ballots that will be distributed to all PACDA voting members.
ARTICLE IV
OFFICERS AND REPRESENTATIVE(S) TO PACDA GOVERNING BOARD
Section 1. Officers, Representative(s) to PACDA Governing Board.
A. PACDA’s Officers shall be the President, President-Elect, Immediate Past-President, Secretary, and Treasurer. These Officers must be members of NCDA.
B. The Executive Board of Directors shall consist of the aforementioned officers and other Board members if determined necessary for the effective functioning of the State Division.
C. The leadership team will also consist of non-voting committee Chairs.
Section 2. Method of Selection.
The President-Elect, Secretary, and Treasurer shall be elected in accordance with Article III.
Section 3. Terms of Office.
A. The President-Elect shall be elected annually and shall hold office for one year or until his or her successor is chosen.
B. The President-Elect shall succeed to the Presidency for a one-year term and then to Past-Presidency for a one-year term.
C. The Secretary and the Treasurer shall serve for a period of two years or until their successors are chosen. These individuals may serve for additional years if reelected.
D. In the event of resignation, continued absence, illness, or death of any officer other than the President, the Board shall, by majority vote, elect a successor to serve. In the event that the President-Elect is unable to assume the duties of President, the Board may, by majority vote, choose a member of the Board to serve as President until his or her successor takes office.
Section 4. Functions of Officers and PACDA Governing Board Representative.
A.President. The President shall:
1) Exert leadership in the achievement of the purpose of PACDA,
2) Preside at meetings of the Executive Board.
3) Appoint chairpersons of all PACDA committees
4) Serve ex officio on all PACDA committees except the Nominations and Elections Committee.
B. President-Elect. The President-Elect shall:
1) Perform the duties of the President in the absence or incapacity of the President.
2) Serve as a member of the Executive Board.
3) Carry out such other duties and responsibilities as may be assigned by the Executive Board.
C. Past-President. The immediate Past-President shall:
1) Serve as a member of the Executive Board.
2) Serve as Chairperson of the PACDA Nominations and Elections Committee.
D. Secretary. The Secretary shall:
1) Keep a record of the proceedings of the Executive Board and Association meetings.
2) Serve as a member of the Executive Board.
E. Treasurer. The Treasurer shall:
1) Serve as a member of the Executive Board.
2) Assist in the preparation of the budgets for PACDA, its committees, and its publications.
3) Follow accepted procedures for handling the funds of PACDA.
4) Recommend to the Executive Board any needed modifications in procedures for managing the fiscal affairs of PACDA.
Section 5. Sanction and Removal from Office.
Any individual noted in Article IV, Sections 1 to 4 above, may be sanctioned or removed from office in accordance with procedures as prescribed by official policy of the Organization.
Any member of the Executive Board may be sanctioned by a majority vote or removed from office by a two-thirds vote of the Executive Board for engaging in conduct prejudicial to the best interest of the Organization or for repeated failure to perform the duties and responsibilities of an Executive Board Member.
Section 6. Functions of the Executive Board. The Executive Board shall be the agency through which the policies of the Organization shall be determined and shall have the following powers and functions:
A. To establish policies to govern the affairs of the Organization.
B. To act on recommendations from the Standing Committees and special committees as are responsible to the Board.
Section 7. Meetings of the Executive Board.
A. The Board shall meet at least twice a year. Other meetings of the Executive Board may be held at the call of the President or of a majority of the Executive Board.
B. At least one-half of the members of the Executive Board shall constitute a quorum throughout any meeting of the Executive Board at which official business is transacted.
Section 8. NCDA Membership for Executive Board
A. All Executive Board members must be NCDA members.
B. Where an Executive Board member does not have employer support, he/she/they may request financial support from the Organization for NCDA membership or for subsidized conference attendance. The requesting Officer must recuse themselves from the vote, which must be unanimous by all other Executive Board members.
ARTICLE V
COMMITTEES
Section 1. Standing Committees. The standing committees of PACDA and their duties shall be:
A. The Membership Committee shall actively promote and support PACDA membership.
B. The Nominations and Elections Committee shall consist of the most recent Past- Presidents and two or three additional members appointed by the Immediate Past President, who will serve as Chairperson. If no Past President is available to serve, the Executive Board will appoint a Chairperson. The Committee shall be responsible for carrying out the nominations and elections procedures in accord with these Bylaws.
C. The Communications Committee shall be responsible for publicity, website, social media and other communications activities.
D. The Programming Committee shall be responsible for professional development in person and virtually.
Section 2. Special Committees. These Committees shall be established by the Executive Board to carry out such activities as it believes will further the objectives of PACDA. The Executive Board shall, from time to time, review the charge and function of all special committees and shall make changes in their number, characteristics, or organization as may seem desirable.
Section 3. Appointment of Committees. In the absence of any provision to the contrary in these Bylaws or in the motion creating a committee:
A. The President shall appoint chairpersons of committees. The term of office so appointed shall coincide with the assumption of the Presidency. Said appointees shall serve for a period of two years, with the exception of completing an unexpired term followed by an appointed term. Chairpersons of committees shall be subject to confirmation by the Executive Board. They may be re-appointed.
B. The chairperson shall designate the members of his or her committee.
C. Except as otherwise specified in these Bylaws, members of committees shall serve for one year or until the appointment of their successors. They may be re-appointed.
ARTICLE VI
BIANNUAL AUDIT
Section 1. Biannual Audit. The Executive Board shall make recommendations for biannual audits of the financial records of PACDA by a certified public accountant. The report shall be reviewed by the Executive Board which shall institute any recommendations that may be appropriate. A full report on the financial condition of PACDA shall be made available to the members of the Association upon request.
ARTICLE VII
AMENDMENTS
Section 1. Amendments. The Association in accord with either of the following methods may amend these Bylaws from time to time:
A proposed amendment may be presented to the Executive Board by a member of the PACDA Executive Board or a Committee Chair, or by an individual, provided that in the case of an individual the proposed amendment shall be presented with the signatures of at least 15 PACDA voting members. All such proposed amendments shall be presented in writing to the Secretary of PACDA and an email or in-person vote must be held within 120 days.
Section 2. Adoption.
A. A proposed amendment shall be considered adopted if approved by a majority of members who respond to the request for their vote by electronic submission, email, or in-person vote.
B. In the first year, starting on PACDA’s official charter date, amendments may be made by a majority vote of the Organizing Committee members.
ARTICLE VIII
NON-SEXIST LANGUAGE
Section 1. In all official PACDA communications and publications, it is recommended that the “Guidelines for Non-Sexist Language,” which appeared in the February 1978 Personnel and Guidance Journal, be followed, and that the terms "“chair” or “chairperson” be preferred to the term, “chairman.”
ARTICLE IX
CONFLICT OF INTEREST POLICY
Section 1. Purpose
The purpose of this conflict of interest policy is to protect PACDA’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or chairperson or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
Interested Person
Any officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
1) An ownership or investment interest in any entity with which PACDA has a transaction or arrangement,
2) A compensation arrangement with PACDA or with any entity or individual with which PACDA has a:
- transaction or arrangement, or
- A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which PACDA is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Procedures
A. Duty to Disclose - In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the chairpersons or members of committees with governing board delegated powers considering the proposed transaction or arrangement.
B. Determining Whether a Conflict of Interest Exists - After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
C. Procedures for Addressing the Conflict of Interest:
1) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
2) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
3) After exercising due diligence, the governing board or committee shall determine whether PACDA can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in PACDA’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
D.Violations of the Conflicts of Interest Policy
1) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
ARTICLE X
REGIONAL CHAPTERS, REPRESENTATION
Section 1. Organizational Structure
A. A Regional Chapter is required to (1) have a leadership team consisting of at least three officers and (2) plan at least one major or at least three small local events annually.
B. To be approved, a Regional Chapter must submit a written request to the Executive Committee with names of at least three officers, all of whom must be PACDA members. The request must include the Chapter goals, a budget, and detailed plans for how the chapter intends to meet those goals.
C. All Executive Board members must approve a regional group to become an official PACDA Chapter.
D. Each approved Regional Chapter shall have an appointed Representative on the Executive Board to serve as liaison between PACDA and the Regional Chapter.
E. Each approved Regional Chapter will have its own budget line item in the PACDA budget for the Regional Chapter’s exclusive use.
F. All Regional Chapter income and expenses will flow into and out of the PACDA bank account.
G. The Representative will be responsible for ensuring that quarterly Chapter financial reports and documents are submitted to the PACDA Treasurer.
H. The Representative may serve as an elected Officer of the Board while fulfilling duties as Regional Chapter Representative.
I. All regionally planned and centrally planned events shall aim to break even financially or to make a profit. All profits shall be reinvested into projects or activities that further the mission of PACDA or are for the good of the organization and its members. In the case of a Chapter-planned event, where the Chapter has its own budget line item, all profits shall be split evenly between the Chapter and PACDA, unless otherwise agreed and approved by both the PACDA Treasurer and the Chapter’s appointed Representative.
Section 2. Chapters
A. PACDA Philadelphia Chapter/PACDA-Philly (formerly The Association of Career Professionals – Greater Philadelphia Network). All assets of ACP shall become the property of PACDA to be used solely by PACDA-Philly.
ARTICLE XI
PACDA WEBSITE
ACP’s website (Wild Apricot) shall become the official website of PACDA with a maximum of 6 pages reserved for the sole use of PACDA-Philly.
ARTICLE XII
BUSINESS AFFAIRS OF THE ASSOCIATION
Section 1. Fiscal Year
PACDA’s official and fiscal year shall be July 1 through June 30.
Section 2. Property of the Association
In the event the Organization should be dissolved, none of its property shall be distributed to any of the members. Instead, all its property shall be transferred to such organization or organizations as the PACDA Board shall determine to have purposes and activities most nearly consonant with those of the Organization.
Section 3. Values
PACDA will adopt NCDA’s Code of Ethics, Shared Values, Definitions, and Behavioral Indicators, as may apply to State Divisions.
