Bolded items are additions. Items to be removed are bracketed and underlined. Only the portions of the bylaws with revisions are included.
6. Board of Directors
6.2 Composition.
A. The Board shall consist of the [six] five [elected] officers of the Association, the four elected directors, and four at-large directors.
D. Immediate Past President. The Immediate Past President shall serve as a non-voting advisor to the Board and shall be noticed for all Board meetings. The Immediate Past President is ineligible for election or appointment to the Board for the year in which they serve in that capacity.
6.3 Meetings.
A. Regular Meetings. The Board shall meet monthly, with the date and time for each successive meeting set at the preceding meeting. Changes to meeting times can be made by e-vote in accordance with section (E). All meetings of the Board can be in person or by teleconference, as decided by the Board.
B. Special Meetings. The President, President-Elect, or Vice-President shall call a special meeting of the Board of Directors whenever five directors request such a meeting. Reasonable notice of these meetings shall be given to each director.
C. Quorum. Seven members of the Board of Directors shall constitute a quorum at any meeting of the Board. Proxies do not count towards quorum.
D. Voting – Meetings. Each director has one vote. All matters shall require a minimum of seven votes of the directors present or voting by proxy.
E. E-Voting. Any matter can be raised outside of a meeting via email. Upon such motion and second, the matter will pass upon the affirmative vote of nine directors, except a motion to change the time of the monthly Board meeting which requires seven votes.
F. Designation of Proxy. Any member of the Board of Directors, if unable to attend a Board meeting, may designate a proxy by notifying the Board via email prior to the meeting. E-voting cannot be done by proxy.
6.4 Removal of Directors or Officers. Any director or officer may be removed from office by the affirmative vote of three-quarters (3/4) of the full Board of Directors, present in person, at any regular meeting or special meeting called for that purpose whenever in the Board of Directors’ judgment the best interests of the Association would be served thereby. Any such director or officer proposed to be removed shall be entitled to at least twenty (20) days written notice of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting at which time he or she may present such witnesses and make such defense as he or she shall deem advisable.
[The Board shall meet as convened by the President and should meet a minimum of eight (8) times per year; provided, however, that such meetings should be convened no less frequently than once in seventy-five (75) days. A majority of the members of the Board shall constitute a quorum for the transaction of business at all Board meetings. The Secretary shall maintain a permanent record of the Board’s proceedings. The President shall be the Board’s presiding officer.The President shall determine the locations of the meetings.]
7. Officers and Directors
7.1 Officers. The officers of the Association shall be President, who shall not be eligible to succeed himself/herself, [Immediate Past President], President-Elect, Vice-President, Treasurer, and Secretary.
7.3 Election of Officers and Directors.
B. The Board of Directors shall sit as a nominating committee presided over by the [Immediate Past President] President-Elect of the Association. Should they [Immediate Past President] be unable or unwilling to serve, the Board shall elect a chairman to act in his/her stead.
C. No later than 45 days prior to the Annual Meeting, the nominating committee shall solicit from the membership submissions from any member that wishes to be nominated for an elected position. The membership shall be afforded a minimum of two weeks to submit nominations. Upon closure of the period for nominations, the committee shall meet and consider nominations for officers and directors. In so doing, the committee shall consider the member nominated [being considered], past involvement and contribution to the Association, the principal place of business of the member being considered, and whether the member is privately or publicly employed. While, no precise mathematical formula shall be required, the general intent of these bylaws is that the directors should reflect a cross section of the membership. The committee will vote to select which nominees will be nominated by the Board.
[D. The Immediate Past President shall forward via email to the membership the names of the individuals nominated by the committee and shall include a submission that any additional member wishing to be nominated for a position or wishing to nominate a member for a position shall notify the Immediate Past President in writing of the name of additional nominee. This notice shall contain the deadline and method of nomination.]
[D] E. No later than 20 [30] days prior to the Annual Meeting, the [Immediate Past President of the Association] Board shall cause to be sent via email to all voting members of the Association in good standing, ballots listing the offices to be filled at the election with the names of all candidates for each office. The candidates nominated by the nominating committee shall be listed first with a statement to that effect. All other [and, any] candidates [nominated by petition] shall be listed thereafter in alphabetical order. In the event a candidate in a contested election wishes, [the Immediate Past President shall cause to be mailed with the ballots,] biographies not exceeding 100 words, submitted by the candidate prior to the release of the ballot, shall accompany their name on the ballot. [of each candidate for, which biography shall be submitted by the candidate to the Secretary either within the nomination for office so submitted, or prior to within ten (10) days of the submission of the nomination.]
E. Members shall sign the ballot [via] electronically, so that such ballots can be checked to determine that the ballot has been returned by a voting member in good standing. Three or more commissioners shall be designated by the [Immediate Past President] President-Elect from the membership of the Association. No member who is running for an officer’s or director’s position in a contested election shall be eligible as a commissioner. The commissioners shall verify the eligibility of the senders and cause the ballots contained therein to be tabulated. The [Immediate Past President] President-Elect shall bring to and maintain at the site of the Annual Meeting a list of those members who [shall] have voted as evidenced by the receipt of their ballot. Any member who has not so voted shall be entitled to receive a ballot for the purpose of voting prior to the opening of the Annual Meeting. [All ballots not previously tabulated prior to the opening of the Annual Meeting shall be turned over and tabulated as herein above provided.]
8. Meetings
8.2 Monthly Meetings. There shall be, at a minimum, four (4) general membership meetings during each year in addition to the annual meeting. The date of those meetings shall be set by the [President] Board.