4.01 Composition. The business and affairs of the JVA shall be governed by the Board of Directors (hereinafter, “the Board”). The Board shall consist of 6 elected members and 3 appointed members, one of which is the Past President.
A. Elected Members. Six (6) Board members shall be elected from the general membership in a prescribed general election.
B. Appointed Members. Along with the Past President, the Board of Directors shall appoint two (2) members.
4.02 Eligibility. To be eligible for election or appointment to the Board, candidates must meet the following criteria:
A. Be a Club Director member in good standing
B. Be at least 21 years old
4.03 Powers. The Board of Directors shall have the following powers:
A. Establish policies of the organization including fiscal policy
B. Elect appointed members to the Board
C. Recommend voting issues to the general membership
D. Elect the Board President
E. Hire and supervise the Executive Director
F. Recommend Life Memberships
The Executive Committee shall have the following powers:
A. Hire, supervise and evaluate performance of Executive Director
B. Approve staff hires and employment agreements
C. Approve any unbudgeted organization expenses over $5,000
D. Approve contracts of duration more than 1 year or financial commitment over $5,000
E. Make decisions for the association between Board meetings
4.04 Terms of Office. All Directors shall serve a three-year term to begin on January 1 following the election or appointment. Any Directors elected or appointed to fill vacancies caused by resignation shall fill unexpired terms only and be eligible for re-election per election process.
4.05 Elections. The election process shall be open to any current Club Director member of the organization. The membership shall vote on the slate of nominees presented by the Nomination Committee and voting will be organized and tabulated by staff. The Board of Directors shall solicit the membership for candidates for the positions on the Board of Directors. If voting is to be conducted by mail, fax or email, the slate of nominees shall be presented to the membership at least fourteen (14) days before the vote, but not later than 30 days after the annual meeting. If voting is to be conducted in person at the Annual Convention, the slate of nominees shall be presented to the membership at least twenty-four (24) hours before the vote.
A. Nomination Committee. The President or Interim President may appoint a Nomination Committee of three (3) persons.
1. The Chair of the Nomination Committee shall be a member of the Board who is not running for a board position.
2. Two (2) additional members not currently serving on the board, selected by the Chair.
4.06 Term. Any member may resign at any time by giving written notice to the Board or the Secretary of the organization. Any member may be removed by a majority of the Board whenever in its judgment the best interest of the organization shall be served thereby. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any vacancy shall be filled by a majority vote of the Board, such person serving until the next annual election.
4.07. Vacancies. In the event of a vacancy on the Board, it shall be filled with persons elected by a majority vote of the remaining Directors. Each person so elected shall be a Director for the remaining term of the position. Nominees for filling any vacancies shall meet all eligibility requirements for the position of Director.
A. Regular Meetings. The Board shall meet regularly but not less than four (4) times per year at which time a quorum of the Board shall be present. The Board shall meet once per year in person at the Annual Meeting. Regular meetings of the Board may be held at such times and places as shall be determined from time to time by resolution of the Board at a duly convened meeting, or by a two-thirds majority of the Directors giving written consent. Meetings may be held via conference call or virtual meeting. Notice of each regular meeting of the Board shall be written, shall specify the date, place and hour of the meeting and shall be delivered to each Director at least five (5) days before the meeting, either personally or by mail, fax or response-requested e-mail.
B. Special Meetings. The President or Treasurer may call special meetings of the Board on twenty-four (24) hours written notice to each Director, personally or by mail, fax or response-requested e-mail. Special meetings may be called, in like manner, upon the written request of three (3) or more Directors. Notice of each special meeting of the Board shall specify the date, place and hour of the meeting. The notice should, but need not, state the general nature of the business to be conducted at such special meeting. Special meetings of the Board may be conducted through telephone conferences or other electronic means, coordinated by the President, if a quorum of the Directors can participate in the discussion.
4.09 Voting. Each Director shall be entitled to one vote. The President may not vote except to break a tie. The President-Elect shall not vote if acting as President.
4.10 Waiver of Notice. Whenever written notice of a meeting of the Board is required to be given, a waiver thereof, in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance or participation in any meeting of the Board shall constitute a waiver of notice of such meeting except where the person attends or participates for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened.
4.11 Quorum. At all meetings of the Board, whether the Board is meeting as a Committee of the whole or in regular or special session, at least five (5) Directors shall be necessary to constitute a quorum for the transaction of business. The acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board, except as may be otherwise specifically provided by law, by the Articles of Incorporation or these Bylaws. It shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted other than by announcement at the meeting at which such adjournment is taken.
4.12 Rules of Order. Robert’s Rules of Order Newly Revised shall be followed.
4.13 Actions Without A Meeting. Action, which may be taken at a meeting of the Board, may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Directors. Such consents shall be filed with the Board President.
4.14 Conflict of Interest. No Director or Officer of the organization, member of any committee, employee, paid consultant to or agent/representative of the organization shall participate in the negotiation, evaluation or approval by the organization of any contractual arrangement to which it is proposed that the organization become a party, if such individual would financially benefit, directly from the organization becoming a party to such arrangement. Individuals with a conflict of interest, upon learning that the organization is proposing to enter into an arrangement in which they have a financial interest, shall promptly notify the President in writing of the existence of such interest, and the President in turn shall disclose such interest to the Board. The Board may approve further participation by the individual upon an affirmative vote of the Board and recommendation of the President. In the event of a violation of this Section 4.13, the organization shall have the right to recover from the individual in question his or her financial benefit and to void the arrangement.