4.1 General Powers: Designation. The business, property and charitable affairs of the League shall be managed by or under the direction of a Board of Directors. The Board of Directors shall have primary responsibility for overseeing the activities of the League; engaging in long-range planning for the League; ensuring the mission of the League; and approving the annual budget for the League. The board may delegate any of these responsibilities to staff and/or committees.
4.2 Number of Directors. There shall be one District Director and one Director at Large for each of the League Districts outlined in Article X of these bylaws. There may be two District Directors for each District in which there are four or more commissions. No more than two members from each Member Commission may be elected to the Board, unless there is no other candidate for a particular open seat, in which case, a third member from a Member Commission may serve as a Director.
4.3 Types, Terms and Eligibility of Directors.
4.3.1 Types. There shall be two types of Directors:
a. District Directors; and
b. Directors at Large.
4.3.2 Terms. Directors shall serve two year staggered terms, and shall continue to serve until their replacement is appointed, except in cases involving violations of Section 4.8. At the first election after adoption of these restated and amended bylaws, half of the District Directors and half of the Directors at Large shall be elected to one year terms, and half shall be elected to two year terms, so that half of the Directors’ terms will expire each year.
4.3.3 Eligibility.
a. District Directors. District Directors must belong to a Member Commission in the District that is in good standing at the time of their election. If there is no candidate for a District Director position who belongs to a Member Commission in good standing in that District, then a candidate who belongs to any Member Commission in good standing may be considered for the seat.
b. Directors at Large. To serve as a Director at Large, a candidate must belong to a Member Commission in good standing at the time of their election at the League's annual meeting.
4.4 Election of Directors.
4.4.1 Nominations.
4.4.1.1 Nomination Process.
1. Sixty days prior to the League’s annual member meeting, the
nominating committee shall:
a. solicit and compile nominations from the Member
Commissions in Good Standing for candidates for their
District Director and for Directors at Large;
b. obtain the name of the person who will be representing, and
voting on behalf of, the Member Commission at the annual
meeting (“Member Commission Representative”); and
c. receive and compile nominations from other interested
parties.
2. Thirty days prior to the League’s annual member meeting, the
nominating committee shall send each Member Commisssion
Representative and each Member Commission:
a. a listing of the Member Commission Representatives, and
b. a Candidate Profile for each nominated candidate.
4.4.1.2 Candidate Profiles. Candidate Profiles should include the qualifications,
background, commission membership, and eligibility of each candidate.
4.4.1.3 Slate of Nominees. For any uncontested open seats, the nominating
committee may prepare a slate of candidates for election as a complete
slate.
4.4.1.4 Nominations from the Floor. The Nominating Committee shall take
nominations from the floor at the annual member meeting for any open
seat(s) for which there is no candidate.
4.4.2 Voting. Member Commissions in Good Standing each have just one vote, so only
the Member Commission Representatives may vote.
4.4.2.1 District Directors. District Directors shall be elected by the Member
Commissions in Good Standing in their district. Member Commissions in Good
Standing may only vote for District Director candidates in their respective
District. Each Member Commission may vote for only one District Director.
4.4.2.2 Directors at Large. Directors at Large shall be elected by the voting
membership at the League's annual member meeting. Member Commissions in
Good Standing may vote in all contests for at Large Director candidates, and shall
have one vote per Director at Large open seat (i.e., if there are 3 open seats for
Directors at Large, each Member Commission may vote for up to 3 Directors at
Large).
4.5 Duties of Directors.
4.5.1 District Directors. District Directors shall:
a. Serve as a communications liaison between the Member Commissions in
their district and the Board, updating their Member Commissions
regarding League activities and Board meetings, and updating the League
Board regarding Member Commission activities and meetings.
b. Become familiar with, and accessible to, the Member Commissions in
their district, including attending meetings and meeting with
commissioners and staff.
c. Suggest and/or help implement coordinated workshops, seminars, and
other related educational activities.
4.5.2 Directors at Large. Directors at Large shall:
a. Provide more extensive representation of suburban and outstate
commissions.
b. Communicate to the League and the Board ideas, recommendations and
problems faced by particular communities that might otherwise be
overlooked.
c. Work with District Directors when a District Director so requests.
4.6 Alternates and Proxies.
4.6.1 Alternates. Each District Director and Director at Large is given the power to
designate his/her own alternate from their commission, provided that the designated
person has the proper qualifications and belongs to a Member Commission in good
standing. The Director shall give the League Secretary written notice of the appointment
of an alternate no later than 10 days before the meeting at which the alternate will appear
on behalf of the elected Director.
4.6.2 Proxies. Neither a director nor a committee member shall appoint a proxy for
himself or herself, nor shall he or she vote by proxy.
4.7 Resignation of Directors. A director may resign at any time by giving written notice to
the Executive Committee. The resignation is effective without acceptance when the notice is
given to the League, unless a later effective date is specified in the notice.
4.8 Removal of Directors.
4.8.1 Absences. A Board Member shall be automatically terminated from the board
upon the fourth absence from board meetings in a 12 month period. A Board Member
may petition for reinstatement by submitting a written petition to the secretary no less
than three days before the first board meeting after removal. A Board Member may be
reinstated upon approval of the written petition by a majority vote of the remaining
directors at the first board meeting subsequent to receipt of petition, but not later than the
first meeting after removal.
4.8.2 For Cause. A Director may be removed at any time, by two-thirds vote of the
Board, for:
a. malfeasance or nonfeasance;
b. failure to comply with Articles IV, XIII, or XIV; or
c. ceasing to belong to a Member Commission within the previous two years.
4.8.3 Notice of Removal.
4.8.3.1 For Absences. The Secretary or designee shall note in the minutes the
number of absences in the past twelve months for each Director, and shall
specifically note when a Director has missed his/her third meeting in twelve
months. The Secretary or designee shall send written notice:
a. To a Director immediately after the Director misses a third meeting
within twelve months informing the Director that he/she will be
automatically removed from the board if he/she misses a fourth
meeting within twelve months of the first absence.
b. To a Director immediately after the Director misses a fourth
meeting within twelve months informing the Director that he/she
has been automatically removed for absences, and providing
instructions regarding securing reinstatement.
c. To all Member Commissions in Good Standing and the removed
Director if a Director is not reinstated after automatic removal,
informing the Member Commissions in Good Standing of the
Director’s removal.
4.8.3.2 For Cause. A Director shall be notified in writing by certified mail with
return receipt, by the Secretary, or the Secretary’s designee, of the League's intent
to remove him or her as a Director at least twenty business days prior to the
meeting at which removal is to be voted upon. Upon removal, the Secretary or
designee shall notify in writing all Member Commissions in Good Standing of the
Director’s removal, and shall also notify the removed Director in writing by
certified mail.
4.8.4 Effect. Removal of a director shall result in the Director’s removal from any and
all roles in the League, including removal of the director as an officer, committee
member, etc.
4.8.4.1 Removal for Absences. Removal of a Director pursuant to Section 4.8.1
shall be effective upon the adjournment of the fourth meeting missed by that
Director in twelve months.
4.8.4.2 Removal for Cause. Removal of a director pursuant to Section 4.8.2 shall
be effective immediately upon conclusion of the vote, unless otherwise provided
in the vote.
4.9 Vacancies. When a vacancy on the board exists mid-term, the Nominating or Executive
Committee shall solicit nominations from the Member Commissions in Good Standing for a
successor to fill the unexpired term. The successor shall be elected by the affirmative vote of a
majority of the directors present at a duly held meeting. Vacancies will be filled only until the
next Annual Member Meeting, at which time, a successor shall be elected to fill the remainder of
any unexpired term.
4.10 Payment of Directors. Directors shall not be compensated for their duties as directors,
except that a director may receive a salary for his or her services as an employee, and directors
may be reimbursed for reasonable expenses incurred on behalf of the League in accordance with
the League’s reimbursement policies.
