Section 1. The legal name of the organization is Arthur Page Society. It is also referred to as Arthur W. Page Society, or just Page.
Section 2. The principal office of the organization is located in New York, NY, USA.
Section 3. The mission of Page is to strengthen the impact of chief communication officers and their teams and to lead the profession into the future. Its purpose is to create community among the world’s senior communication leaders to help them improve business and society.
Section 4. Page is a professional association dedicated to educating its members and leaders in business, government, and non-governmental organizations in order to achieve its mission and purpose as noted in Article I Section 3.
Section 5. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Page Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Page Society may adopt.
Section 1. Membership in Page is for individuals who are or have been in policymaking positions in strategic public relations or corporate communications, leading educators in strategic public relations or communications, and other categories of leaders in the strategic communication profession as determined by the Board of Trustees.
Section 2. Membership is available to individuals, not to corporate entities or associations.
Section 3. Specific membership categories and qualifications will be determined by the Board of Trustees.
Section 4. Prospective Page and Page Up members who meet the membership qualifications determined by the board must be approved for membership by the Board of Trustees.
Section 5. Annual dues for each category of membership will be established annually by the Board of Trustees.
Section 6. Delinquency in the payment of dues shall be sufficient reason to drop a person from membership.
Section 7. Members who leave the position that qualified them for membership and move to a new job in a qualifying position within one year may continue their membership without needing a new nomination and board approval.
Section 8. Members who leave the position that qualified them for membership and do not take up another qualifying position after one year will be terminated unless they meet the following conditions:
Section 9. Members of Page are expected to live by the Page Principles, which have been adopted by, and occasionally amended by, the Board of Trustees, in everything they do. The board may deny or revoke membership from any individual who demonstrably fails to do so.
Section 1. The business of the organization shall be managed by its Board of Trustees, which shall be composed of no fewer than 21 trustees and no more than 27 trustees.
Section 2. Trustees must be members of the organization, and all members shall be eligible to be elected to serve as a trustee.
Section 3. The chief executive officer (CEO), if a member of Page, shall be eligible for election to the board and shall not be subject to term limits. If elected to the board, the CEO must be excused from discussions and shall not be able to vote on issues related to CEO performance, retention or compensation.
Section 3. Trustees will be elected by a vote of the membership at the Annual General Meeting (see Article IV) each year. The Nominating and Governance Committee will be responsible for ensuring and administering an orderly election process as authorized and directed by the Board of Trustees.
Section 4. Trustees shall be elected to serve a term of three years and shall serve without compensation. Terms for trustees shall commence on January 1.
Section 5. Trustees shall serve no more than three consecutive terms, except for trustees who are elected to serve as chair, who shall serve no more than four consecutive terms.
Section 6. To ensure continuity of leadership, Page will maintain a "staggered board" and no more than nine trustees shall be elected each year to three-year terms.
Section 7. Vacancies on the Board of Trustees may be filled by vote of a majority of the remaining board, and each person so elected shall be a trustee for the remainder of the unexpired term of the predecessor trustee. Trustees so elected shall be eligible, subsequently, for election by the membership at an Annual General Meeting to a regular three-year term. If their first partial term is less than half of a three-year term, they shall be eligible for election to three additional consecutive terms. If the partial term is more than half of a three-year term, they shall be eligible for election to two additional consecutive terms.
Section 8. The board shall adopt and enforce appropriate performance expectations for trustees and conflict of interest policies which must be observed by all trustees.
Section 9. The board shall have the power to remove directors or officers, including the chief executive officer, with or without cause.
Section 1. An Annual General Meeting of the Page membership shall be held each year on such date as the chair shall determine. Members will be asked to approve a slate of trustees nominated by the board for election. The chair and treasurer shall report on the strategy, operations, and financials of Page, and members shall be given an opportunity to comment.
Section 2. Written notice of the Annual General Meeting, including trustee nominations, shall be provided to each member at least 15 days prior to the date of the meeting.
Section 3. One-fifth of the membership shall constitute a quorum for votes on election of trustees or any other matters.
Section 4. Every member shall be entitled to one vote. Members who are unable to attend the Annual General Meeting shall be provided an opportunity to vote by email.
Section 5. In addition to the Annual General Meeting, the chair of the board or any 10 members of the board or 25% of the membership may call for a General Meeting of the membership by written notice to the chair of the board.
Section 1. Regular meetings of the Board of Trustees shall be held at such times and places as the chair of the board may determine.
Section 2. Special meetings of the Board of Trustees may be held upon notice to the trustees at the call of the chair or at the call of five or more trustees. At least three days’ notice of such special meeting, stating the time, place, and purpose, shall be given.
Section 3. A majority of the entire board shall constitute a quorum.
Section 4. Any action required or permitted to be taken by the board may be taken without a meeting if a majority of the trustees consent by email to the adoption of a resolution authorizing the action. The resolution and the written consent by the trustees shall be filed with the minutes of the proceedings of the board.
Section 5. Trustees may participate in a meeting of the board by means of an online connection, telephone, or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participating by such means shall constitute presence in person at the meeting. Proxy voting is not permitted.
Section 1. The officers of Page shall be elected to one-year terms by the Board of Trustees and shall consist of a chair, a secretary and a treasurer. The secretary and treasurer offices may be held by the same person.
Section 2. The chair shall serve as the chair of the Board of Trustees, determining the dates and times of board meetings and presiding over them. The chair shall nominate committee chairs, except for the Executive Committee, for election by the board. The chair shall coordinate with, provide guidance to, and conduct regular performance reviews of the chief executive officer.
Section 3. The treasurer shall serve as chair or co-chair of the Financial Planning and Operations Committee, and shall review budget proposals and financial reports from the staff, keeping the board informed and advising the board on all financial matters. The treasurer shall supervise an independent outside auditor and, with the advice of the Financial Planning and Operations Committee, approve an annual audit.
Section 4. The secretary shall review and approve all board meeting minutes and the minutes of the Annual General Meeting of the membership and shall perform such other duties as the chair or the board may assign.
Section 5. Terms of office for officers, including the chair, shall be for one year, commencing on January 1. Officers are eligible for re-election to subsequent terms subject only to board term limitations.
Section 6. The officers shall be selected from among the trustees and the Nominating and Governance Committee will assist the incumbent chair in ensuring an adequate leadership team and orderly succession.
Section 7. The Board of Trustees may appoint such other officers and agents as the board may consider necessary, including a chief executive officer, who shall supervise the staff and report to the Board of Trustees on all important strategic, operational, financial, and policy issues, under direct supervision from the chair of the board.
Section 1. The Board of Trustees annually shall elect the chairs or co-chairs of the following standing committees, plus any other committees that it shall choose to establish:
Except for the Executive Committee, whose members will be elected by the board, members of the other standing committees or other committees that the board may establish will be appointed from among the Page and Page Up membership by the committee chairs or co-chairs in consultation with the chair of the board.
Section 2. The Executive Committee of the Board of Trustees shall be composed of current trustees who are elected by the board and, except when the board is in session, shall be empowered and authorized to exercise all the powers and perform all the duties of the full Board of Trustees, except that it shall have no power to act with respect to the creation, alteration, or dissolution of the duties or membership of the Executive Committee itself.
The Executive Committee will include the officers and up to 10 additional trustees, who shall be elected to one-year terms with no term limits, other than those applying to service as a trustee. The chair of the board shall serve as chair of the Executive Committee.
The Executive Committee shall make a full report of its activities to the board at the next meeting of the Board of Trustees.
The Executive Committee shall review all major policy issues, including strategic plans and the annual operating plan and budget, and make recommendations to the board for action.
The Executive Committee shall establish appropriate methods for reviewing the performance of the chief executive officer and shall set the compensation of the chief executive officer annually. The Executive Committee shall determine the amount of the annual bonus for the chief executive officer, if any, and the amount of the annual staff bonus pool after considering a recommendation from the chief executive officer. The distribution of the bonus pool shall be determined by the chief executive officer and the management of the staff based on individual employee performance.
Section 3: The Nominating and Governance Committee shall annually nominate a member of the Board of Trustees to be elected by the board to serve as chair. The committee also shall, in consultation with the chair, nominate qualified members of Page to be elected by the membership to serve on the board, ensuring that there is appropriate representation of all categories of membership and diversity in terms of industry, geography, and racial and ethnic identity.
The committee shall also recommend for adoption by the board of appropriate performance expectations and conflict of interest provisions for trustees.
The committee shall also periodically review and recommend amendments to these bylaws as necessary to keep them up to date with appropriate practices and responsibilities.
Section 4: The Financial Planning and Operations Committee shall consult and give advice to the Board of Trustees on all financial matters, including revenue, the amount of member dues and fees, expenses, investments, and audit. The oversight role of this committee shall include review of the operating and capital budgets.
The committee shall regularly monitor and review Page’s financial condition and report to the Board of Trustees.
Section 5. The Membership Committee shall recommend membership criteria for Page members to the board for its approval. Based on those criteria, the committee shall review all nominations for Page membership and make recommendations to the board on whether such nominations should be approved. The committee shall encourage nominations of qualified prospective members in key companies, industries and geographies.
Section 6. The Honors Committee will advise the board on Page honors and nominate people for approval by the board as honorees.
Section 7. The Page Up Operating Committee shall include at least three Page members elected by the Page Board of Trustees, plus such members of Page Up as the chair of the committee may appoint. The committee shall recommend membership criteria for Page Up members to the board for its approval. Based on those criteria, the committee shall review all nominations for Page Up membership and make recommendations to the board on whether such nominations should be approved.
Section 8. The Page DE&I Advisory Board shall oversee and advise the board on all Page DE&I programs. It shall also propose policies for board consideration.
Section 9. A majority of any committee shall constitute a quorum. A majority of committee members present and voting at a meeting at which a quorum is present is necessary for committee action.
Section 10. In addition to the committees, the chair, the board or the chief executive officer, with input from the chair or the Executive Committee, may establish such other committees, task forces, or working groups as may be needed to advance work on specific projects, including conference planning, thought leadership, and other issues. Board approval is not required for the chairs or co- chairs of non-standing committees, task forces or working groups.
These bylaws may be amended by the Board of Trustees at any meeting of the trustees by an affirmative vote of more than two-thirds of the total number of trustees on the board. The notice of any meeting of the board at which a proposed amendment to the bylaws is to be considered shall set forth the substance of the proposed amendment. Amendments to the bylaws shall be presented to the membership at the Annual General Meeting for a ratification vote.
Adopted January 1988
Amended March 17, 1993
Amended November 10, 1994
Amended February 8, 2001
Amended April 1, 2004
Amended October 22, 2006
Amended September 15, 2009
Amended November 4, 2009
Amended November 2010
Amended September 11, 2011
Amended August 16, 2012
Amended April 4, 2013
Amended February 1, 2018
Amended November 29, 2018
Amended by the board on August 29, 2024, and ratified by the membership at the Annual General Meeting of the Membership on Sept. 24, 2024.