The PAC

The Pennsylvania Athletic Conference

RATIFIED GOVERNANCE STRUCTURE
 May 31, 2006

I. CONCEPTS: 
A. Improve communication by creating a structure which represents all constituents.
B. Improve the effectiveness of the conference by creating a structure that promotes efficient governance.
C. Create a structure that reflects the changes and advances of our PAC institutions
D. Create an orderly succession in leadership.
E. Re-name the Governance groups to more accurately reflect their responsibilities.
F. Involve more institutions in the leadership of the conference without duplication of institutional representation in the chair and chair-elect positions.  

II. GOVERNANCE GROUPS. 
A. Board of Directors (BOD).
1. Members.  The members shall be the President’s at all member institutions.    
2. Voting.  Each president shall be a voting member of the BOD.  If a president cannot be present at a meeting, s(he) may not send a substitute. 
a. The commissioner shall be a non-voting member of the BOD and shall be present at all meetings unless the Board calls for an executive session. 
b. The chairs of the MC and AC shall be “presenters” at the meetings but hold no voting privileges.   Upon conclusion of their presentations and any relevant discussions, they will depart from the meeting unless requested to stay by the chair.
3 . Officers of the BOD.
a. The officers of the BOD shall include the past-chair, current chair and chair-elect who shall act as the secretary of the meetings.
b. The officers of the BOD shall serve as members of the Executive Committee of the BOD (ExComB) with the following duties:
(1). The ExComB, in consultation with the officers of the Management Council, shall serve as the personnel committee evaluating the commissioner.
(2). The ExComB shall act on matters that require resolution in the time between conference meetings.
(3). The chair of the ExComB, in consultation with the commissioner, shall set the agenda for each official meeting of the BOD.  The chair of the BOD, shall oversee and conduct the business sessions of the ExComB, the BOD and any joint business session of the BOD, Management Council and Administrator Council.
(4). The chair of the BOD shall have direct supervision of the commissioner and shall chair the personnel committee evaluating the commissioner.
4. Responsibilities of the BOD. 
(a). The Board of Directors shall review and approve all recommended changes of the Constitution and Bylaws.
(b). The Board of Directors shall review and approve all recommended changes in major policy.
(c). The Board of Directors shall review and approve applications for membership and all exemptions to membership requirements.
(d). The Board of Directors may appoint special committees to study and investigate matters of the Conference.
(e). The Board of Directors shall direct and finalize the long-range planning document (Game Plan 2010) of the Conference.
(f). The Board of Directors shall approve the annual conference budget, conference personnel salaries and assess annual dues. 
(g). The Board of Directors shall select and hire the PAC Commissioner and evaluate, set salary, length of contract and other terms and conditions of employment.
5. Term of office.  Each member of the BOD shall serve two years as past chair, chair and chair-elect.   Terms shall commence on August 1st annually.
6. Succession of the chair.  The chair shall rotate alphabetically by institution.  (NOTE:  An institution has the ability to option out of the rotation if approved by the Board of Directors.)
B. Management Council (MC)                                                                                           
1. Members.  The members shall be the Directors of Athletics at all member institutions.
2. Voting.  Each athletics director shall be a voting member of the MC.  If an AD cannot be present at a meeting, s(he) may not send a substitute unless granted a once annual exception.  (NOTE:  A once annual exception may be granted prior to the meeting by the commissioner, in consultation with the ExComM.  Multiple day meetings require the Athletics Director to be present each day or use their once annual exemption).
(a). The commissioner shall be a non-voting member of the MC and shall be present at all meetings.
(b). The AC member at the institution hosting the meeting, shall attend and be a non-voting representative to the MC.
3. Officers of the MC.
(a). The officers of the MC shall include the past-chair, current chair and chair-elect, who shall act as the secretary of the meetings.
(b). The officers of the MC shall serve as members of the Executive Committee of the MC (ExComM) with the following duties:
(1). Shall serve as members of the Standards and Ethics Committee;
(2). In consultation with the officers of the Board of Directors, shall provide input to the personnel committee evaluating the commissioner.
(c). The chair of the ExComM, in consultation with the commissioner, shall set the agenda for each official meeting of the MC.
4. Responsibilities of the MC. 
a. Provide day-to-day leadership for the conference.
b. Act on issues including but not limited to:
(1). Suggesting revisions/additions to the Constitution and Bylaws,
(2). Providing input to the personnel committee evaluating the Commissioner and, when necessary, participates in the hiring process of the commissioner,
(3). Approving all sport code changes,
(4). Initial approval of the conference budget,
(5). Serving on the Long-Range Planning Committee (Game Plan 2010),
(6). Researching information on potential members,
(7). Serving as administrative chairs to sport committees and other committees as determined,
(8). Approving conference schedules,
(9). President’s Cup revisions,
(10). Developing and supporting the Conference SAAC, and
(11). Determining the responsibilities of and serving as members of the Standards and Ethics Committee.
5. Term of office.  Each chair shall serve two years as past-chair, chair and chair-elect of the committee.  Terms shall commence on August first annually.
6.  Succession of the chair and chair elect.  The chair and chair-elect shall each be a director of athletics and shall be elected by the entirety of the MC.  The elected officers may not be from the same institutions as the officers of the Board of Directors or Administrators Council.
C. Administrators Council (AC)
1.  Members.  A representative of each member institution, normally the administrator to whom the athletics department reports, appointed by each President.
2. Voting.  AC voting members shall be the “member’s” as defined above, from each institution.  If a member of the AC cannot be present at a meeting, s(he) may not send a substitute except with special permission of that institution’s President.  In this case, the President’s office shall notify the chair of the AC and the commissioner prior to the meeting.
(a). The commissioner shall be a non-voting member of the AC and shall be present at all meetings.
(b). The MC member at the institution hosting the meeting, shall attend and be a non-voting representative to the AC.
3. Officers of the AC.
(a). The officers of the AC shall include the chair and chair-elect who shall act as the secretary of the meetings.
(b). The officers of the AC shall serve as members of the Standards and Ethics Committee.
4. Responsibilities of the AC.
(a). Will act in cooperation with the MC to develop, interpret and monitor conference policies and procedures, to assure consistency with the intent and spirit of the Constitution.
(b). Will review matters within the purview of the conference and, when necessary, assist with the preparation of proposals related to regulations and procedures for implementation of conference policies.
(c). Will review policy recommendations from the MC, as determined by the Commissioner and/or the Chair of the Management Council, and forward comments to the Presidents.
(d). Will work to engage the Faculty Athletics Representatives.
(e). Will work to insure the integrity of their Athletics Programs with other constituents on campus.
(f). Advise on holistic programming for the conference student-athletes (e.g. welfare issues, life issues, leadership training),
(g). As determined by the Commissioner and/or the Chair of the Management Council, the AC will serve in an advisory capacity and any recommendations will be advisory to the MC and/or BOD:
(h). On matters covered in the Constitution that are in question among the MC;
(i) On questions pertaining to interpretations of the Bylaws.
5.  Term of office.  Each member of the AC shall serve two years as chair and chair-elect.   Terms shall commence on August first annually.
6. Succession of the chair and chair elect.  The chair and chair-elect shall be elected by the entirety of the AC after elections have occurred for the Management Council positions.  The elected officers may not be from the same institutions as the officers of the Board of Directors or the officers of the Management Council.
D. Commissioner’s Cabinet . Chair of BOD plus chair-elect or past chair [2], Chair of MC plus chair-elect or past chair [2], Chair of AC or chair-elect [1]                                                                                                 
1. Chair.  The chair position shall be held by the Commissioner.
2. Responsibilities. 
(a). This Cabinet shall act as a communication body for all levels of the Governance Structure to advise the Commissioner on issues affecting the PAC (e.g. conference realignment,  budget, etc.).
(b). This Cabinet shall be advisory in nature having no voting privileges on behalf of the groups they represent.
E. Standards and Ethics Committee (S&E). Chair of MC,  chair-elect and past chair [3], Chair of AC and chair-elect [2]            
1. This Committee shall be a standing committee.
2. Voting.  Each member of the S&E shall have one vote unless the incident in discussion involves their institution.  If a member of the S&E cannot be present at a meeting, s(he) may not send a substitute.   The Commissioner is a non-voting member except in the case of a tied vote.
3. Responsibility of the S & E.  This committee shall oversee the implementation of the PAC Code of Conduct and insure that institutions engage in ethical practices.           
4. Term of office.  Shall follow the succession of the BOD.
5. Chair.  The chair shall be the Commissioner. 

 III. ANNUAL MEETINGS.
A. Board of Directors.  The BOD shall meet 3 times annually in October, January and April (evaluation of the commissioner, budget and membership).  At least one of the meetings shall be in-person; the others can be via teleconference.
B. Management Council.  The MC shall meet 4-5 times annually (early/late Fall-NCAA Convention-late winter-Spring-June.  These meetings shall be in-person.
C. Administrator Council.  The AC shall meet 2-3 times annually (Fall- Winter-Spring/Summer.
D. Combined Meeting.   A combined meeting of the BOD, MC and AC, shall be scheduled on the Tuesday in May just prior to Memorial Day weekend.