The Public Relations Society of America (PRSA) needs stronger ethics and independence in officer selections and preparation of its overall national leadership slate. Hart/West Proposal 1804 calls for an Ethics Representative to serve as a voting member of Nom Comm, and 1805 calls for the national board no longer to select the officer slate themselves. Both proposals provide critical ethics improvements and conflict-of-interest prevention for PRSA going forward.

1. PRSA Assembly Delegate Webinar
Proposed Bylaws Presentation
Monday, September 24, 2018

2. Proposal 1804
Add a Voting Ethics Officer to
the PRSA Nominating Committee
• Submitted by petition and authored by
PRSA members
Mary Beth West, APR, Fellow PRSA and
Susan Hart, APR, Fellow PRSA.
• Not endorsed by the National Board.
• Presented by:
Susan Hart, APR, Fellow PRSA
Mary Beth West, APR, Fellow PRSA
Susan Hart, APR, Fellow PRSA
Mary Beth West, APR, Fellow PRSA

3. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
Goal of Proposal #1804
• Achieve the strongest level of confidence possible in the integrity of
the PRSA Nominating Committee process, particularly as it relates
to candidate recruitment, interview processes, vetting, discussions
and decision-making, in service to the best leadership possible for
all PRSA members on a going-forward basis.
Add a Voting Ethics Representative to PRSA
Nominating Committee

4. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
ARTICLE VII - Nominating Committee and Nominations
Section 1. Appointment and Selection. There shall be a Nominating Committee consisting of:
(a) one member representing each District, or in the absence of such member, an alternate selected by
the District;
(b) two members-at-large and two alternate members to act in the absence of such members, each
appointed by the board of the Society, for a term expiring December 31 following and until their
successors are appointed;
(c) the chair of the Society next preceding the immediate past chair of the Society’s board, who shall
serve as the chair of the Nominating Committee;
(d) the chair and chair-elect of the College of Fellows;
(e) three representatives from Section Council to be selected by said Council;
(f) one member of the Past Presidents’ Council to be selected by said Council; and
(g) the immediate past chair and the Society’s chief executive officer, who shall serve as nonvoting
ex-officio members.
Current Bylaw Language

5. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
Current PRSA bylaws require that “the chair of the Society next
preceding the immediate past chair of the Society’s board . . .
shall serve as the chair of the Nominating Committee” and that
the immediate past chair shall serve as a nonvoting ex-officio
member on the PRSA Nominating Committee.
Add a Voting Ethics Representative
to PRSA Nominating Committee

6. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
ARTICLE VII - Nominating Committee and Nominations
Section 1. Appointment and Selection. There shall be a Nominating Committee consisting of:
(a) one member representing each District, or in the absence of such member, an alternate selected by the
District;
(b) ONE member-at-large and ONE alternate member to act in the absence of such member, EACH appointed
by the board of the Society, for a term expiring December 31 following and until A successor IS appointed;
(c) the chair of the Society next preceding the immediate past chair of the Society’s board, who shall serve as
the chair of the Nominating Committee;
(d) the chair and chair-elect of the College of Fellows;
(e) three representatives from Section Council to be selected by said Council;
(f) one member of the Past Presidents’ Council to be selected by said Council;
g) ONE VOTING MEMBER OF THE PRSA BOARD OF ETHICS AND PROFESSIONAL STANDARDS, AND
(h) the immediate past chair and the Society’s chief executive officer, who shall serve as nonvoting ex-officio
members.
Recommended Change

7. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
• Bylaw Proposal 1804 calls for adding a member of PRSA’s Board of
Ethics and Professional Standards (BEPS) to the Nominating
Committee in a full voting capacity.
• It is further proposed that this ethics representative will serve in a
capacity for directly stewarding our Code of Ethics, compliant and
confidential processes, procedures, commentary, deliberations and
decision-making during all phases of Nominating Committee
operations and processes.
Add Voting Ethics Representative
to PRSA Nominating Committee

8. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
Power-brokerage of past Chairs vis á vis NomCom
•Ongoing challenge for leadership pipeline
•Reputation precedes process
•Disincentives for would-be candidates
•Flawed, outdated system for leadership progression
Rationale for Change

9. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
Power-brokerage of past Chairs vis á vis NomCom
•Bad karma
•Plenty of posturing, positioning and politics
•Build on progress
Add a Voting Ethics Representative
to PRSA Nominating Committee

10. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee

11. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee

12. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee

13. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
Benefits of adding a voting member of BEPS to NomCom:
•Increased emphasis on ethics
•Innovative use of existing resources
•More robust leadership pipeline
•Increased objectivity and neutrality
Add a Voting Ethics Representative
to PRSA Nominating Committee

14. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
• Better positioning of PRSA within industry
• Promote and focus the NomCom candidate sufficiently
addresses content areas tied to leadership knowledge of and
commitment to the PRSA Code of Ethics and assesses /
assures sufficient responses thereof by selected candidates
• To walk the walk, and talk the talk
Add a Voting Ethics Representative to PRSA
Nominating Committee

15. Proposal 1804 – Wrap-up
PRSA Members:
Susan Hart, APR, Fellow PRSA
Mary Beth West, APR, Fellow PRSA

16. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
• Pivotal point in PRSA history
• Competition for members
• Professional rankings
• Lead, follow or get out of the way
• Lead toward strengths
If not now, when?
Add Voting Ethics Representative
to PRSA Nominating Committee

17. Proposal 1804 – Add a Voting Ethics Representative to the PRSA Nominating Committee
For More Information . . .
Join the #TakeBackPRSA Facebook Group for open discussion on all
Hart/West bylaw proposals, including #1804 to Add a Voting Ethics
Representative to the PRSA Nominating Committee.
Feel free to use the hashtag for social media commenting and
dialogue.
https://www.facebook.com/groups/TakeBackPRSA/
Susan Hart, APR, Fellow PRSA -- susanhartpr@gmail.com
Mary Beth West, APR, Fellow PRSA – mb@marybethwest.com

18. Proposal 1805
Eliminate the National Board
in Officer Nominations
• Submitted by petition and authored by
PRSA members
Mary Beth West, APR, Fellow PRSA and
Susan Hart, APR, Fellow PRSA.
• Not endorsed by the National Board.
• Presented by:
Susan Hart, APR, Fellow PRSA
Mary Beth West, APR, Fellow PRSA
Susan Hart, APR, Fellow PRSA
Mary Beth West, APR, Fellow PRSA

19. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
In 2016:
• The National Board endorsed its own proposal two years ago to
allow the Board to assume control over presenting its own officer
slate.
See PRSay blog of 9/26/16:
“Placing Trust in our National Board,”
by Joe Cohen, APR
http://prsay.prsa.org/2016/09/26/placing-trust-in-our-national-
board/

20. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
“I have heard the concern that approving this bylaw
change will remove the “checks and balances” role of
Nom Com and provide the Board with unfettered ability
to nominate “their own people.” These arguments
betray an unhealthy skepticism of the Board while also
ignoring the role of Leadership Assembly, which will
ultimately approve the final slate of candidates.
“My friend and fellow Past National Chair Mickey Nall,
APR, Fellow PRSA, once remarked that we need to
challenge ourselves to act as “One PRSA.” This includes
placing trust in the volunteer leaders that we’ve
elected to help manage our society. If we cannot trust
these individuals to help select our future officers, what
does it say about our faith in having them help run the
organization?”

21. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
“Placing Trust in Our National Board” 2016
Case Statement Endorsing this Bylaw Change . . .
•Incomplete disclosures about full implications of the
board-endorsed bylaw measure
•Trust “warning,” reprimand and implied blame placed on
Assembly
–“If you don’t trust us, it’s YOUR fault.”

22. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
Guess What? It Worked!
The 2016 Assembly Went (Fell?) for It.
The 2016 Assembly delegation voted away the
Nominating Committee’s authority and independent
approach to present officer slates . . . and handed it over
for the National Board to start picking their own officer slate.

23. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
2017 Leadership:
Let’s Try This “Entrust Your National Board”
Message Again!
Bylaw Proposal:
“Entrust the National Board to Amend Bylaws”
(without Assembly’s advance approval)

24. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
4. “Entrust the Board of Directors to revise
bylaws.”
“Finally, if the last recommendation sounds familiar, it’s because it
came before the Leadership Assembly last year and failed by a mere
five votes. Given that response, the Governance Committee felt
some additional checks in place made this Amendment feasible for
consideration again. This proposed Amendment now incorporates a
30-day comment period prior to Board action, and the Leadership
Assembly will have the power to overturn bylaws enacted by the
Board with a two-thirds vote.
“This Amendment lets the Leadership Assembly focus on key issues
and initiatives of importance to members and the profession, as the
Board can take care of housekeeping items in a timely fashion. This
will not mean that amendments won’t come before delegates. This
will mean key items of consideration will have the attention they
deserve by our full body of leadership. This will give delegates the
chance to weigh in on critical issues in a way that is impactful to the
Society.”

25. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
2017 Assembly:
This time, the membership called out the Board.
The Board withdrew the proposal from the Assembly
floor.
But the other damage was already done.

26. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
Since 2016, “Placing Trust in Our National Board”
Has Resulted in . . .
•Power overreach
•Diminished Assembly power (and additional attempts at
same)
•Lack of transparency / disclosure
•Retribution / retaliation
•No accountability

27. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
Exacerbated Situations . . .
• Cronyism and perceived cronyism
• Overt power consolidation / oligarchy
• Internal politics
• Perpetuation / promotion of “group-think”
• Lack of thought diversity and healthy push-back on bad
ideas
• Disincentives to otherwise-viable leadership candidates

28. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
Solutions:
• Re-engage Nominating Committee to handle the FULL
National Board slate (including officers)
• If National Board wants a voice in officer candidate slate-
selection … let board members submit their comments to
the Nom Comm prior to deliberations . . .
–Just like everyone else has the opportunity to do!

29. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
Overview of Bylaw Sections to be Changed
Eliminate the Role of National Board in Officer Nominations:
This is a two-part bylaw change in order to REVERT BACK TO PRE-2016
bylaw language that – for decades – placed national board member and
national officer slate presentation under the responsibility of the Nominating
Committee:
1. ARTICLE V - Officers and Board of Directors
• Section 9. Term of Office of Officers.
2. ARTICLE VII - Nominating Committee and Nominations
• Section 4. Duties and Procedures.

30. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
Current Bylaw Language
ARTICLE V - Officers and Board of Directors
Section 9. Term of Office of Officers.
(a) It shall be the duty of the Board of Directors to make and present to the membership, based on
specific and objective criteria, candidates for the offices of chair-elect, treasurer and secretary.
(b) All members of the Society shall be advised of the report of the Board of Directors regarding
candidates for the office of chair-elect, treasurer and secretary at least 60 days prior to the annual
meeting of the Leadership Assembly.
(c) The chair-elect, treasurer and secretary shall be elected annually by the Leadership Assembly and
shall hold office for a term of one year beginning January 1 and until their successors are elected.
(d) Unless otherwise provided in these Bylaws, the chair-elect shall automatically become chair after
serving a one-year term as chair-elect or in the event that the chair position becomes vacant for any
reason.
(e) No person shall be eligible to hold more than one office at the same time.

31. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
RECOMMENDED Bylaw Language
ARTICLE V - Officers and Board of Directors
Section 9. Term of Office of Officers.
(a) It shall be the duty of the Board of Directors to make and present to the membership, based
on specific and objective criteria, candidates for the offices of chair-elect, treasurer and
secretary.
(b) All members of the Society shall be advised of the report of the Board of Directors regarding
candidates for the office of chair-elect, treasurer and secretary at least 60 days prior to the
annual meeting of the Leadership Assembly.
(A) The chair-elect, treasurer and secretary shall be elected annually by the Leadership Assembly and
shall hold office for a term of one year beginning January 1 and until their successors are elected.
(B) Unless otherwise provided in these Bylaws, the chair-elect shall automatically become chair after
serving a one-year term as chair-elect or in the event that the chair position becomes vacant for any
reason.
(C) No person shall be eligible to hold more than one office at the same time.

32. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
Current Bylaw Language
ARTICLE VII - Nominating Committee and Nominations
Section 4. Duties and Procedures. It shall be the duty of
the Nominating Committee to help recruit and present to the
membership, based on specific and objective criteria,
candidates for the District director and at-large director
positions, and any other positions requested by the board
whether as a slate or as individual candidates, as hereinafter
provided:

33. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
RECOMMENDED Bylaw Language
ARTICLE VII - Nominating Committee and Nominations
Section 4. Duties and Procedures. It shall be the duty of the
Nominating Committee to make and present to the membership,
based on specific and objective criteria, candidates for the District
director and at-large director positions, for the offices of chair-
elect, treasurer and secretary, other members of the board, and
any other positions requested by the board, whether as a slate or
as individual candidates, as hereinafter provided:

34. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
Let’s Get the National Board’s
Limitations of Power Back on Track

35. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
Let’s Get the National Board’s
Limitations of Power Back on Track
• Vote in favor of Proposal 1805
• Level the playing field for officer candidates.
• Hold the National Board accountable.
–(Trust must be earned, not mandated or pressured.)
• Reclaim the rightful powers and authority of the Leadership
Assembly.
•Please stop voting away your Assembly powers.

36. Proposal 1805 – Wrap-up
PRSA Members:
Susan Hart, APR, Fellow PRSA
Mary Beth West, APR, Fellow PRSA

37. Proposal 1805 – Eliminate the Role of the National Board in Officer Nominations
WRAP-UP:
Proposal 1805
Eliminate the Role of
National Board in Officer Nominations
•Issues, Incidents and Facts to Keep in Mind