COMPOSITION: Composition of the Board of Directors of NE2U shall consist of officers, which are the voting members of the board, and non-voting members. The number of officers shall never be less than three nor more than seven as determined by the board based on the organization’s needs.
Officers: The Chair of NE2U (“Chair”), Vice-Chair, Tools Chair,D. Finance Chair, Membership Chair, Communications and Marketing Chair, Senior Advisory Council Chair
Non-voting members.
Executive Director: Should an Executive Director be selected by the membership, the Executive Director shall serve as a non-voting member of the Board of Directors.
Chair Emeritus. The Chair from the previous term may serve as an on-voting member of the Board of Directors until the term of their success or ends.
Responsibility and authority: The Board of Directors shall have responsibility for and authority to do those things specified in these bylaws, to ensure the proper functioning of NE2U in accordance with these bylaws, and to interpret these bylaws when necessary.
LIMITATIONS.
- All board members, with the exception of an executive director, must be employees or directors of member companies. If any board member ceases to be such an employee or director, the board position held by such person shall automatically be deemed vacant unless the employee and member company document in writing that the individual represents the company exclusively, then the position remains held by such person for the remainder of the existing term only.
- There shall be no more than one representative per company on the Board of Directors at any time.
- Officers of the board, with exception of the Chair emeritus, shall be elected annually.
- Officers shall hold office for a term of one year until officer’s successor is elected and qualified, or until such officer’s resignation or removal.
ELECTION OF OFFICERS.
- Each year, the Chair shall identify a current or former member of the board to lead a nominating committee that shall develop a list of candidates for recommendation to the general membership.
- The board shall review the nominating committee’s recommendations and, upon consensus, submit the recommendations to the general membership no later than30 days prior to the annual meeting.
- Elections of NE2U officers from the slate of candidates will be held at each annual meeting. A quorum (as defined in article v) shall attend to conduct a valid election.
- In the case where there is more than one candidate for a board position, the election of officers shall be done by plurality of those in attendance in person or via teleconference at the annual membership meeting or via written proxy vote. —In case of a tie, those members in attendance (in person, via telephone, or by proxy) shall cast a second vote in a runoff ballot. The candidate receiving the most votes shall be duly elected.
- New members of the board shall begin their term of office at the start of the new fiscal year.
- The new Chair and Vice-Chair shall work with the former Chair and vice-Chair to conclude the previous year’s activities.
PROCESS.
- Meetings. The Chair of NE2U shall call all meetings of the Board of Directors. In the event the office of Chair is vacant, two or more board members may call a meeting of the Board.
- Business. A board quorum must be present in order for the board to take any required or permitted action or to make any required or permitted decision.
- Board quorum. A simple majority of the Board of Directors’ Voting members, in person or by phone, shall constitute a Board Quorum.
- Voting. The Board of Directors shall set its own voting procedure.
VACANCIES.
- Should a vacancy occur in the office of Chair, the Vice Chair should fill that vacancy for the remainder of the term.
- If both the offices of Chair and Vice Chair are vacant, the board shall form a Nominating Committee, which shall promptly present to the membership one or more candidates to fill each position for the remainder of the term. Within one month of proposing such candidates, the nominating committee shall oversee an election to fill each vacancy. For each vacancy, the candidate receiving the plurality of votes cast by those members in attendance (in person, via telephone or by proxy) shall be duly elected. If there is a tie between the candidates for the most votes cast, those members in attendance (in person, via telephone or by proxy) shall cast a second vote in a runoff ballot. The candidate receiving the most votes cast in the runoff ballot shall be duly elected. Attachment b to these bylaws shall provide procedures, which control Bylaws Article VI, Section f.
- If a vacancy occurs in any of the following board positions: communications & marketing Chair, finance Chair, membership Chair, senior advisory council Chair or tools Chair, the Chair of NE2U shall, subject to the limitations in ARTICLE IV, section c, paragraphs 1, 2, and 4, assign officers to fill that vacancy for the remainder of the term. Specific functions of the vacant board position(s) maybe assigned to the executive director by the Chair.