BOARD OF TRUSTEES

It is vitally important to PCC that Trustees are aligned with PCC’s values, prepared to commit the time necessary to serve as a PCC Trustee and are free from conflicts that could affect their decision-making in the best interest of PCC.

Section 3.3 of the Bylaws provides that in order to be eligible to serve as a Trustee, a person must satisfy certain criteria stated in the Bylaws, as well as independence, non-competition and other reasonable eligibility requirements adopted by the Board.

To ensure that Board decision-making is not influenced by considerations other than what is in the best interests of PCC and its members, and to reduce the possibility of the appearance of impropriety in Board deliberations, the Governance and Membership Committee (GMC) of the Board recommended and the Board adopted, at the November 4, 2020 Board meeting, the attached Board of Trustees Eligibility Requirements (the “Eligibility Requirements”), to be effective immediately. These Eligibility Requirements replace and supersede the Independence, Noncompetition and Eligibility Criteria previously adopted.

The Eligibility Requirements (1) outline the general expectations of time and preparation each trustee must devote to service on the PCC Board of Trustees, (2) identify those affiliations and other circumstances that make an individual ineligible to serve as a Trustee or not independent, (3) require that trustees and candidates for Trustee disclose to the GMC certain changes in circumstances identified in the Eligibility Requirements that could impact a Trustee’s eligibility, independence or ability to serve, and (4) where requested by the Chair of the Board, require that Trustees tender their resignation if the changes in circumstances warrant such, in the determination of the GMC or Board Chair.

PCC requires both its Board of Trustees and staff with decision making authority to comply with PCC’s Conflict of Interest policy, and to annually disclose any potential or existing conflicts for consideration and resolution by the Board’s Governance and Membership Committee. Read the Conflict of Interest Policy.

Bylaws Eligibility Criteria

Section 3.3 of PCC’s Bylaws specifies that to serve as a trustee an individual must:

(a)    be an Active Member (as defined in the Bylaws) of PCC,

(b)    be at least 21 years old,

(c)    not be prohibited to serve by term limits imposed by the Bylaws, and

(d)   meet the Eligibility Requirements.

Section 3.3 of the Bylaws also prohibits more than two PCC staff members or “Related Persons” from serving on the Board at any one time.  The Bylaws define a “Related Person” as:

• a spouse, child, grandchild, sibling or parent
• any individual sharing a household (such as a partner or friend); but a tenant or employee is not considered a “Related Person.”

Other Ineligibility Criteria

The following individuals and their Related Persons are ineligible to serve as PCC trustees:

1. elected officials, political candidates, or leaders of a politically-affiliated organization with political influence over PCC;
2. current partners of any firm providing financial auditing services to PCC, whether or not involved in the PCC audit engagement;
3. a current employee of PCC where service on the Board would cause the number of PCC employees to exceed the limits set forth in Section 3.3 of the Bylaws;
4. individuals who, as a result of employment duties or personal circumstances, are not able to devote sufficient time to fulfill their Board duties, which includes consistent attendance at both regularly scheduled and special Board and committee meetings and preparing in advance for such meetings;
5. individuals convicted of a crime of moral turpitude;
6. individuals whose reputation has been impaired to the extent that their service on PCC’s Board could or would reflect negatively on PCC, as determined in the sole discretion of the GMC.

Obligation To Disclose and To Tender Resignation If Requested

An incumbent trustee or candidate for trusteeship will promptly inform the chair of the GMC of any changes that could be relevant to such individual’s independence or eligibility to serve, including:

• changes in personal circumstances that could negatively impact the ability to fulfill the duties as a trustee,
• changes in employment,
• changes in equity holdings or financial interests in any supplier/vendor of goods or services to PCC, or
• an invitation/recruitment to serve on the board of any company or organization not previously disclosed to PCC. An incumbent trustee may not accept appointment or election to the governing body of any entity without the consent of the GMC.

At any time following the occurrence of any of the following, an incumbent trustee must tender his/her/their resignation at the request of the Chair of the Board if such trustee:

• becomes ineligible to serve under the Eligibility Requirements,
• was elected or appointed as an independent trustee and later becomes not independent under the Eligibility Requirements, or
• by virtue of a change in employment or personal circumstances, in the determination of the GMC, either is no longer able to fulfill his/her duties as a trustee or no longer meets those criteria that the Board deemed important at the time of the trustee’s nomination.