Bylaws: Difference between revisions

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3. Election and Term of Directorship:

::a. Term Length: Directors shall be elected for staggered terms of three (3) years. Term ending at the close of the annual meeting following their third year in office.

::b. Nomination: Prospective directors shall be nominated by a Nomination Committee. The Nominating Committee will forward to the Board two individuals for each of the available three seats.

::b. Nomination: Prospective directors shall be nominated by a Nomination Committee. The Nominating Committee will forward to the Board two individuals for each of the available three seats.<ref name="m20250504" />

::c. Election: The election of directors shall be overseen by the President (or Chief Legal Officer if the President is up for re-election) using a form of Ranked Choice Voting. All votes and results will be published in the annual meeting minutes.

::::i. Current directors will rank prospective directors for office in order of their preference (first choice, second choice, third choice, and so on).

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10. Interim Appointments: The prospective director shall be subject to the nomination and approval set forth in Article III, Section 3(a). Any directors approved to fill that vacancy shall serve the remainder of the previous director's three-year term.

11. Committees: To the extent permitted by law, the Board of Directors may appoint from the organization’s members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. The following are the permanent committees required by these bylaws:

11. Committees: To the extent permitted by law, the Board of Directors may appoint from the organization’s members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. The following are the permanent committees required by these bylaws:<ref name="a2023" />

::a. Executive Committee: Chaired by the Executive Vice-President of the Board, and shall consist of all Corporate Executives. This committee shall be charged with the daily operations of the organization and other duties as directed by the supplemental governing documents.

::b. Licensing & Legal Committee: Chaired by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, Treasurer, the Chief Legal Officer, and any additional members deemed necessary to carry out the Committee’s function. This committee shall be charged with the handling of all licensing and legal issues and other matters as directed by supplemental governing documents.

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::d. Disciplinary Committee: Chaired by a Director appointed by the President of the Board and shall consist of a rotation of even-numbered members appointed by the Chair of the Committee per the Disciplinary Committee Policy. The Chief Legal Officer shall be a non-voting member of the Committee and serve as the chief investigator. The duties of this Committee are to review and adjudicate all disciplinary matters involving members of the organization and other matters as directed by the Board.

::e. Bylaw and Governance Committee: Chaired by a Director appointed by the President of the Board. Shall also consist of 2 additional directors, one member of the House of Commons, and one member of the House of Lords, all appointed by the President of the Board. This committee shall be charged with the review and oversight of all governing documents and other matters as directed by supplemental governing documents

::f. Nomination Committee: Chaired by a non-officer director and two other directors, none of whom shall be up for re-election. The President shall never be a member, ex officio or otherwise, of this committee. The committee shall be formed at the Winter Meeting and will meet as needed to complete the task. The committee shall receive nominations from the membership and develop an internal multi-tiered process for vetting candidates, voting to agree upon six names to be nominated. The names shall be provided to the Secretary at least two (2) weeks before the Annual Meeting and distributed to the board for deliberation. Upon submission of names, the committee’s duties are complete.

::f. Nomination Committee: Chaired by a non-officer director and two other directors, none of whom shall be up for re-election. The President shall never be a member, ex officio or otherwise, of this committee. The committee shall be formed at the Winter Meeting and will meet as needed to complete the task. The committee shall receive nominations from the membership and develop an internal multi-tiered process for vetting candidates, voting to agree upon six names to be nominated. The names shall be provided to the Secretary at least two (2) weeks before the Annual Meeting and distributed to the board for deliberation. Upon submission of names, the committee’s duties are complete. <ref name="m20240915" />

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::d. Secretary: The Secretary shall be responsible for all corporate records, giving notice of all meetings of the Board of Directors, keeping accurate information for all Directors, and shall have authority to certify records in their custody and maintenance as Official. The Secretary shall maintain the minutes and all other documents of the Board of Directors’ meetings as well as all meetings of committees established. They shall also see that this information is properly communicated to the membership of the organization. The Secretary, as the keeper of all official corporate records, shall support the Chief Legal Officer and/or Treasurer in supplying any records that might be necessary to maintain the organization’s corporate status. The position of Secretary of the Board, due to its special nature, must be fulfilled by a voting director.

::e. Treasurer: The Treasurer shall be responsible for the financial affairs of this organization as directed and authorized by the Board of Directors acting as Chief Financial Officer of the Corporation. The Treasurer shall make regular reports on corporate finances as required by law or requested by the Board of Directors. The Treasurer shall be responsible for presenting, in conjunction with the Executive Committee, an annual budget for consideration and approval of the Board of Directors no later than the second regular meeting after the annual meeting. The Treasurer, as the keeper of all financial records, shall support the Chief Legal Officer and/or Secretary in supplying any records that might be necessary to maintain the organization’s corporate status. The Treasurer of the Board, due to the position's special nature, may be elected from outside the Board of Directors and seated as a non-voting director.

::f. Chief Legal Officer: The Chief Legal Officer shall act as the Lead Counsel for the organization, and therefore must be an attorney licensed within any State or Territory of the United States. The Chief Legal Officer is directly responsible for the Counsel’s Office, whose full duties shall be defined and designated in a supplemental governing document determined by the Board of Directors. The Chief Legal Officer, due to its specialized nature and to maintain impartiality, shall be seated as a non-voting director.

::f. Chief Legal Officer: The Chief Legal Officer shall act as the Lead Counsel for the organization, and therefore must be an attorney licensed within any State or Territory of the United States. The Chief Legal Officer is directly responsible for the Counsel’s Office, whose full duties shall be defined and designated in a supplemental governing document determined by the Board of Directors. The Chief Legal Officer, due to its specialized nature and to maintain impartiality, shall be seated as a non-voting director.<ref name="a2023" />

2. Qualifications: Unless otherwise noted above, all officers must be a director of the organization.

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</center>

1. Executives: This organization shall appoint the Executives of the Corporation, via the authority granted to the permanent Executive Committee. The Executive Vice-President, authorized as the Chief Operations Officer of the Corporation, shall make appointments of Corporate Executives as deemed necessary to carry out the daily operations of the organization in service to its members’ needs with the advice and consent of the Board. All Executives shall be members of the Executive Committee and will oversee their area of operation per the direction of the Executive Committee Policy.

1. Executives: This organization shall appoint the Executives of the Corporation, via the authority granted to the permanent Executive Committee. The Executive Vice-President, authorized as the Chief Operations Officer of the Corporation, shall make appointments of Corporate Executives as deemed necessary to carry out the daily operations of the organization in service to its members’ needs with the advice and consent of the Board. All Executives shall be members of the Executive Committee and will oversee their area of operation per the direction of the Executive Committee Policy.<ref name="a2023" />

2. Branch Heads: This organization shall appoint Branch Heads, via the authority granted to the permanent Steering Committee. The Chair of the Committee is authorized to make appointments of Branch Heads and in numbers deemed necessary to carry out the daily function of those designated Branches to serve the members’ needs with the advice and consent of the Board. All Branch Heads shall be members of the Steering Committee and will oversee their Branch per the direction of the Steering Committee Policy.

2. Branch Heads: This organization shall appoint Branch Heads, via the authority granted to the permanent Steering Committee. The Chair of the Committee is authorized to make appointments of Branch Heads and in numbers deemed necessary to carry out the daily function of those designated Branches to serve the members’ needs with the advice and consent of the Board. All Branch Heads shall be members of the Steering Committee and will oversee their Branch per the direction of the Steering Committee Policy.<ref name="a2023" />

3. Removal or Vacancy: All Corporate Officers serve at the pleasure of the office to which they are subordinate to. Any such removal, with or without cause, shall be announced to the Board of Directors in advance of the next meeting. Any vacancy that occurs whether by death, resignation, removal, or any other cause, shall be filled by the chief assistant on an interim basis, until such time as a permanent successor can be named to the Board of Directors by their respective Officer of the Board.

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[[Category: Governing Documents]]

[[Category: Organization]]

[[Category:Glossary]]

@@ Line 60: / Line 60: @@
 . Election and Term of Directorship:
 ::a. Term Length: Directors shall be elected for staggered terms of three (3) years. Term ending at the close of the annual meeting following their third year in office.
-::b. Nomination: Prospective directors shall be nominated by a Nomination Committee.  The Nominating Committee will forward to the Board two individuals for each of the available three seats.
+::b. Nomination: Prospective directors shall be nominated by a Nomination Committee.  The Nominating Committee will forward to the Board two individuals for each of the available three seats.<ref name="m20250504" />
 ::c. Election: The election of directors shall be overseen by the President (or Chief Legal Officer if the President is up for re-election) using a form of Ranked Choice Voting. All votes and results will be published in the annual meeting minutes.
 ::::i. Current directors will rank prospective directors for office in order of their preference (first choice, second choice, third choice, and so on).
@@ Line 98: / Line 98: @@
 . Interim Appointments: The prospective director shall be subject to the nomination and approval set forth in Article III, Section 3(a). Any directors approved to fill that vacancy shall serve the remainder of the previous director's three-year term.
-. Committees: To the extent permitted by law, the Board of Directors may appoint from the organization’s members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. The following are the permanent committees required by these bylaws:
+. Committees: To the extent permitted by law, the Board of Directors may appoint from the organization’s members a committee or committees, temporary or permanent, and designate the duties, powers, and authorities of such committees. The following are the permanent committees required by these bylaws:<ref name="a2023" />
 ::a. Executive Committee: Chaired by the Executive Vice-President of the Board, and shall consist of all Corporate Executives. This committee shall be charged with the daily operations of the organization and other duties as directed by the supplemental governing documents.
 ::b. Licensing & Legal Committee: Chaired by the President of the Board, and shall consist of the Executive Vice-President, the Secretary, Treasurer, the Chief Legal Officer, and any additional members deemed necessary to carry out the Committee’s function. This committee shall be charged with the handling of all licensing and legal issues and other matters as directed by supplemental governing documents.
@@ Line 104: / Line 104: @@
 ::d. Disciplinary Committee: Chaired by a Director appointed by the President of the Board and shall consist of a rotation of even-numbered members appointed by the Chair of the Committee per the Disciplinary Committee Policy. The Chief Legal Officer shall be a non-voting member of the Committee and serve as the chief investigator. The duties of this Committee are to review and adjudicate all disciplinary matters involving members of the organization and other matters as directed by the Board.
 ::e. Bylaw and Governance Committee: Chaired by a Director appointed by the President of the Board. Shall also consist of 2 additional directors, one member of the House of Commons, and one member of the House of Lords, all appointed by the President of the Board. This committee shall be charged with the review and oversight of all governing documents and other matters as directed by supplemental governing documents
-::f. Nomination Committee: Chaired by a non-officer director and two other directors, none of whom shall be up for re-election. The President shall never be a member, ex officio or otherwise, of this committee.  The committee shall be formed at the Winter Meeting and will meet as needed to complete the task.  The committee shall receive nominations from the membership and develop an internal multi-tiered process for vetting candidates, voting to agree upon six names to be nominated.  The names shall be provided to the Secretary at least two (2) weeks before the Annual Meeting and distributed to the board for deliberation. Upon submission of names, the committee’s duties are complete.
+::f. Nomination Committee: Chaired by a non-officer director and two other directors, none of whom shall be up for re-election. The President shall never be a member, ex officio or otherwise, of this committee.  The committee shall be formed at the Winter Meeting and will meet as needed to complete the task.  The committee shall receive nominations from the membership and develop an internal multi-tiered process for vetting candidates, voting to agree upon six names to be nominated.  The names shall be provided to the Secretary at least two (2) weeks before the Annual Meeting and distributed to the board for deliberation. Upon submission of names, the committee’s duties are complete. <ref name="m20240915" />
@@ Line 118: / Line 118: @@
 ::d. Secretary: The Secretary shall be responsible for all corporate records, giving notice of all meetings of the Board of Directors, keeping accurate information for all Directors, and shall have authority to certify records in their custody and maintenance as Official. The Secretary shall maintain the minutes and all other documents of the Board of Directors’ meetings as well as all meetings of committees established. They shall also see that this information is properly communicated to the membership of the organization. The Secretary, as the keeper of all official corporate records, shall support the Chief Legal Officer and/or Treasurer in supplying any records that might be necessary to maintain the organization’s corporate status. The position of Secretary of the Board, due to its special nature, must be fulfilled by a voting director.
 ::e. Treasurer: The Treasurer shall be responsible for the financial affairs of this organization as directed and authorized by the Board of Directors acting as Chief Financial Officer of the Corporation. The Treasurer shall make regular reports on corporate finances as required by law or requested by the Board of Directors. The Treasurer shall be responsible for presenting, in conjunction with the Executive Committee, an annual budget for consideration and approval of the Board of Directors no later than the second regular meeting after the annual meeting. The Treasurer, as the keeper of all financial records, shall support the Chief Legal Officer and/or Secretary in supplying any records that might be necessary to maintain the organization’s corporate status. The Treasurer of the Board, due to the position's special nature, may be elected from outside the Board of Directors and seated as a non-voting director.
-::f. Chief Legal Officer: The Chief Legal Officer shall act as the Lead Counsel for the organization, and therefore must be an attorney licensed within any State or Territory of the United States. The Chief Legal Officer is directly responsible for the Counsel’s Office, whose full duties shall be defined and designated in a supplemental governing document determined by the Board of Directors. The Chief Legal Officer, due to its specialized nature and to maintain impartiality, shall be seated as a non-voting director.
+::f. Chief Legal Officer: The Chief Legal Officer shall act as the Lead Counsel for the organization, and therefore must be an attorney licensed within any State or Territory of the United States. The Chief Legal Officer is directly responsible for the Counsel’s Office, whose full duties shall be defined and designated in a supplemental governing document determined by the Board of Directors. The Chief Legal Officer, due to its specialized nature and to maintain impartiality, shall be seated as a non-voting director.<ref name="a2023" />
 . Qualifications: Unless otherwise noted above, all officers must be a director of the organization.
@@ Line 138: / Line 138: @@
 </center>
-. Executives: This organization shall appoint the Executives of the Corporation, via the authority granted to the permanent Executive Committee. The Executive Vice-President, authorized as the Chief Operations Officer of the Corporation, shall make appointments of Corporate Executives as deemed necessary to carry out the daily operations of the organization in service to its members’ needs with the advice and consent of the Board. All Executives shall be members of the Executive Committee and will oversee their area of operation per the direction of the Executive Committee Policy.
+. Executives: This organization shall appoint the Executives of the Corporation, via the authority granted to the permanent Executive Committee. The Executive Vice-President, authorized as the Chief Operations Officer of the Corporation, shall make appointments of Corporate Executives as deemed necessary to carry out the daily operations of the organization in service to its members’ needs with the advice and consent of the Board. All Executives shall be members of the Executive Committee and will oversee their area of operation per the direction of the Executive Committee Policy.<ref name="a2023" />
-. Branch Heads: This organization shall appoint Branch Heads, via the authority granted to the permanent Steering Committee. The Chair of the Committee is authorized to make appointments of Branch Heads and in numbers deemed necessary to carry out the daily function of those designated Branches to serve the members’ needs with the advice and consent of the Board. All Branch Heads shall be members of the Steering Committee and will oversee their Branch per the direction of the Steering Committee Policy.
+. Branch Heads: This organization shall appoint Branch Heads, via the authority granted to the permanent Steering Committee. The Chair of the Committee is authorized to make appointments of Branch Heads and in numbers deemed necessary to carry out the daily function of those designated Branches to serve the members’ needs with the advice and consent of the Board. All Branch Heads shall be members of the Steering Committee and will oversee their Branch per the direction of the Steering Committee Policy.<ref name="a2023" />
 . Removal or Vacancy: All Corporate Officers serve at the pleasure of the office to which they are subordinate to. Any such removal, with or without cause, shall be announced to the Board of Directors in advance of the next meeting. Any vacancy that occurs whether by death, resignation, removal, or any other cause, shall be filled by the chief assistant on an interim basis, until such time as a permanent successor can be named to the Board of Directors by their respective Officer of the Board.
@@ Line 212: / Line 212: @@
 [[Category: Governing Documents]]
 [[Category: Organization]]
+[[Category:Glossary]]

Bylaws: Difference between revisions

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