Article I
Name
1.1 The name of the organization is Pennsylvania Council of Mediators, hereinafter
referred to as PCM.
Article II
PURPOSES
2.1 The Pennsylvania Council of Mediators is organized for the following purposes:
A. To advance the use and practice of mediation and cooperative conflict resolution
by:
1. facilitating dialogue among practitioners statewide on issues critical to the
development, use and practice of mediation;
2. developing policies for the practice and use of mediation and training of third-party
dispute resolvers;
3. drafting and monitoring mediation-related legislation; and
4. advocating for law, procedures and policies favorable to the development, use
and practice of mediation.
B. To advocate for, educate about, and promote the use and practice of mediation
and cooperative conflict resolution by:
1. providing technical assistance;
2. conducting public relations and educational activities;
3. organizing an annual conference;
4. producing a membership directory; and
5. producing a quarterly newsletter.
C. To establish a support and information network among its members and the alternative
dispute resolution community.
D. It is the intent of PCM to operate within the meaning of section 501(c)6 of
the Internal Revenue Service Code of 1954 as amended, or the provisions of any subsequent
United States Internal Revenue Service laws. PCM is organized:
1. to improve conditions for mediation practitioners, and
2. to benefit the interests of the community as a whole.
Article III
MEMBERSHIP
3.1 Classes of Membership: PCM shall have the following classes of membership:
A. Organizational membership shall be open to any organization actively involved
in mediation and/or dispute resolution in the Commonwealth of Pennsylvania including,
but not limited to: neighborhood justice centers; educational institutions; court-sponsored
dispute resolution programs; and governmental and nonprofit agencies. Organizational
members may designate one representative to vote and receive the member discount
at annual meetings.
B. Individual membership shall be open to any individual actively involved in
dispute resolution in the Commonwealth of Pennsylvania, including mediators, program
staff, researchers, private citizens, volunteers and educators.
C. Student membership shall be open to any full-time student interested in dispute
resolution and mediation.
D. Volunteer Mediator membership shall be open to any trained mediator who volunteers
his/her services for a community or other non-profit agency which provides mediation
services and who does not otherwise receive payment for mediation services.
3.2 Member in Good Standing: A member in good standing is any individual, organizational,
student or volunteer mediator member of PCM who is current on their membership dues.
3.3 Membership Dues: Membership dues shall be recommended by the Membership Committee
and approved by the Board.
3.4 Membership Year: The membership year shall commence on the day the member's
annual dues check is received by the PCM Treasurer and last for a period of twelve
months.
3.5 Benefits and Services of Membership: Individual ideas and energy are at the
base of PCM's work. Membership fee entitles one to:
A. serve on any committee(s);
B. receive the PCM newsletter;
C. a free listing in the PCM Membership Directory;
D. one copy of the PCM Membership Directory;
E. reduced registration fees at PCM conferences; and
F. be part of a growing and vital movement.
Article IV
MEETINGS OF MEMBERS
4.1 Annual Meetings: There shall be a minimum of one annual meeting of the members
of PCM for the election of officers and for the transaction of such other business
that may properly come before PCM members. The annual meeting shall be held each
year during the month of April or May. If an annual meeting has not been called and
held for any reason, such a meeting may be held at any time thereafter at a special
meeting called for that purpose.
4.2 Special Meetings: Special meetings may be called by either the President,
Vice President, Secretary, Treasurer or a majority of the Executive Committee.
4.3 Place and Notice of Meetings: Annual or special meetings of PCM shall be at
such time and place as provided in the notice of the meeting. Written notice stating
the place, day, hour and purpose of any meeting of members shall be given by the
Secretary (or by officers or persons calling the meeting) to each member of record
in good standing. Such notice shall be mailed at least ten days before the date of
such meeting.
Article V
BOARD OF DIRECTORS
5.1 Board of Directors: The Board of Directors, formerly known as the Steering
Committee, shall consist of the following elected officers and directors:
A. Elected Officers: President, Vice President, Treasurer and Secretary which
constitute the Executive Committee; and
B. Directors: nine elected directors.
5.2 Qualifications and Responsibilities: Each officer shall be a person of 18
years or older. Only PCM members in good standing may serve on the Board of Directors
and shall:
A. Attend Board of Directors meetings
B. Participate in PCM special events; and
C. Serve on at least one committee.
5.3 Term of Office: Elected Directors shall serve for two (2) years. No person
shall serve on the Executive Committee for more than eight (8) consecutive years.
The first Elected Directors shall be elected for staggered terms as set forth below:
A. Five Elected Directors - two (2) year terms
B. Four Elected Directors - one (1) year terms
5.4 Removal: Any Director may be removed from the office by two-thirds vote of
the Board of Directors for failure to attend three consecutive meetings of the Board
of Directors.
5.5 Resignation: Any Director may resign at any time, giving written notice to
the President and the Secretary. Such resignation shall take effect on the date of
receipt of notice or at any later time specified therein.
5.6 Vacancy: Any Board vacancy may be filled by the affirmative vote of a majority
of the remaining members of the Board of Directors. This term of office shall be
for the unexpired term of his/her predecessor in office.
5.7 Quorum: A simple majority of the whole Board shall constitute a quorum for
the transaction of business. The act of a majority of Directors present at a meeting,
at which there is a quorum, shall be the act of the Board.
5.8 Regular Board of Directors Meetings: In addition to the annual meeting, regular
meetings of the Board of Directors shall be held at least four times each year, at
such times and places as the Board of Directors shall, by resolution, establish.
In the absence of other action by the Board of Directors, such meetings shall be
held as called by either the President or the Vice President.
5.9 Participation of Members: PCM members are encouraged to attend meetings of
the Board of Directors to achieve geographic and racial diversity and to ensure that
all mediation sectors are represented. Members are encouraged to participate in consensus
building. Decision-making is reserved for the Board of Directors.
Article VI
DUTIES OF THE BOARD OF DIRECTORS
6.1 The duties of the Board of Directors, which governs the operation of PCM,
include:
A. Establish policies as necessary to carry out the purposes of PCM as listed
in Article II of these by-laws.
B. Keep a complete record of all of PCM's acts and financial transactions and
present a statement thereof to the members at the annual meeting of the members.
C. Coordinate and oversee PCM activities and committee functions.
D. Provide regional representation and be available as contact persons for members
in their respective geographical areas.
Article VII
POWERS AND DUTIES OF OFFICERS
7.1 President: It shall be the duty of the President to:
A. Preside at all Board meetings in keeping with the spirit of mediation.
B. Notify the Vice President, in case of inability to perform the duties of the
President.
C. Chair the Executive Committee.
D. Represent PCM at meetings and other functions where a PCM presence is requested
or required.
E. Consult with the Secretary, who prepares the meeting agenda.
7.2 Vice President: It shall be the duty of the Vice President to:
A. Assist the President in the coordination of general PCM activities.
B. Serve in the absence of the President.
C. Oversee the activities of committees as identified by the President.
D. Co-chair the Conference Committee.
7.3 Secretary: it shall be the duty of the Secretary to:
A. Take minutes (deliberations and decisions) at Board of Directors meetings and
prepare and mail minutes to Board members.
B. Maintain Board of Directors mailing list and contact information.
C. Prepare an annual report of Board decisions for distribution at the annual
meeting.
D. House and maintain the PCM archives.
7.4 Treasurer: It shall be the duty of the Treasurer to:
A. Financial Functions:
1. Maintain all financial records.
2. Prepare and file appropriate reports and tax returns.
3. Chair the Finance Committee.
4. Approve expenses submitted by the Finance Committee.
B. Membership Functions:
1. Maintain membership records and database.
2. Prepare membership directory.
3. Prepare and distribute membership brochures.
Article VIII
COMMITTEES
8.1 Committees are responsible for reporting on and making decisions about specific
topics of interest, as directed by the Board of Directors.
8.2 The Committees are:
A. Executive Committee: The Executive Committee is composed of PCM's officers:
President, Vice President, Secretary and Treasurer.
1. Responsibilities:
a. General coordination and oversight of PCM; and
b. Make decisions at the direction of the Board of Directors.
2. Meetings:
a. The Executive Committee shall confer prior to each Board of Directors meeting
and annual meetings; and
b. Special meetings may be called by any officer as the need arises.
B. Finance Committee: Chaired by the Treasurer
C. Membership Committee
D. Policy Committee
E. Newsletter Committee
F. Conference Committee
G. Ethics Committee
H. Credentialing Committee
8.3 Committee Chairs are appointed by the Executive Committee members and shall
be Members in Good Standing.
8.4 Ad hoc Committees: May be created by the Board of Directors, as needed.
Article IX
DECISION-MAKING
9.1 Decision-making and Consensus: It is the intention of PCM to make business
decisions through free and open dialogue leading to consensus. Consensus is achieved
when all members present agree to support a course of action, with no one member
or members expressly taking a stand against or blocking the group's decision. When
consensus cannot be reached, the matter may be brought to the Executive Committee
for a decision.
9.2 Voting: Votes will be used to (1) ratify bylaw modifications; (2) elect officers
and directors-at-large; and (3) decide any other PCM business if three members in
good standing present at the annual meeting call for a vote.
A. Voting Rights: Each member in good standing of PCM shall have one vote. Only
members in good standing shall be eligible to vote.
9.3 Meeting Procedures: Robert's Rules of Order, as revised, shall serve all meetings
of the Members, the Board, and the Committees where the procedure is not specifically
provided herein.
Article X
NOMINATION AND ELECTION OF OFFICERS AND DIRECTORS-AT-LARGE
10.1 Nomination and Election of Officers and Directors-at-large: Nominations may
be submitted in writing to the Chair of the Nominating Committee prior to the annual
meeting or from the floor during the annual meeting. Nominations shall be published
in writing and distributed to members in good standing at least 30 days prior to
the annual meeting. The candidates receiving a simple majority vote of the members-in-good-standing
present and voting shall be elected. If no candidates obtain a simple majority, a
run-off election shall be conducted between the two candidates receiving the highest
number of votes. At all elections, proxy votes will be accepted in writing from members
entitled to vote but unable to be present. Proxies must be submitted in writing to
the Nominating Committee and will be accepted up to one business day before the annual
meeting, to be counted with other votes cast at the annual meeting.
10.2 Election Procedures: The procedure for casting the votes (e.g., voice, show
of hands, secret ballots) shall be established by the Executive Committee at the
annual meeting.
Article XI
MODIFICATION OF BYLAWS
11.1 Any member in good standing may, at any Board of Directors or annual meeting,
call into question a bylaw change.
11.2 The "call" must be seconded by another member in good standing.
The President will note the "call" for a bylaw change.
11.3 The question of change is then referred to the Board of Directors and subsequently
to an ad hoc organizational committee for review.
11.4 The ad hoc organizational committee will review the proposed changes and
advise the Board of Directors.
11.5 The Board of Directors will review the proposed change(s) and approve a final
version which shall be published in writing and distributed to the members in good
standing at least 30 days prior to the next annual meeting.
11.6 Quorum: Ten percent of the members in good standing shall constitute a quorum
for the modification of bylaws
11.7 At the annual or special meeting, at which a quorum is present, a simple
majority is required to modify the bylaws. For all bylaw modifications, proxy votes
will be accepted in writing from members entitled to vote but unable to be present
at the annual meeting. Proxies must be submitted in writing to the ad hoc organizational
committee and will be accepted up to one business day before the annual meeting,
to be counted with other votes cast at the annual meeting.
Article XII
DISPUTE RESOLUTION POLICY
12.1 As an organization of mediators, PCM promotes the philosophy that conflict
is natural and when it is responded to in a constructive manner, conflict can be
a productive opportunity for personal growth and understanding. However, when avoided
or left unresolved, conflict can be destructive. Therefore, PCM encourages its members
to make a personal commitment to resolve disputes and differences among members as
they arise, and to make a priority of promoting peace among members.
12.2 When a member expresses the need for mediation, it shall be voluntary. If
both member-disputants agree to mediate, they are encouraged to seek a member-mediator
who is acceptable to both parties.
12.3 PCM member-mediators invited to mediate a dispute between PCM members are
encouraged to mediate for free or, if travel or other expenses are involved, at cost.
12.4 Mediations held in accordance with 12.2 shall be private and confidential. No
officer or member may request or receive information regarding a mediation involving
PCM members, unless both parties agree in writing to release such information.
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