A member may not be qualified to serve on the Board of Directors unless he has been a member in good standing for a minimum of one year prior to his nomination.
The representatives must be actively involved in the day?to?day operation of the member's entity.
All directors are required to attend at least 50% of the association's board meetings in person or face removal from the board; extenuating circumstances may be taken into account by the Board before invoking removal of a member in such an action.
Meetings shall be held at such place or places and at such time or the Board may determine times as. Special meetings of the Board shall be called upon the written request of a quorum of the Board.
Notice of any special meeting of the board of directors shall be given at least fifteen days previously thereto by written notice delivered personally or sent by mail or facsimile transmission to each director. If notice be given by mail, such notice shall be deemed to be delivered on the day following the day such notice is deposited with postage prepaid in the United States mail. If notice be given by facsimile transmission, such notice shall be deemed to be delivered upon confirmation of the receipt of the transmission. Any director may waive notice of any meeting.
Eleven members present shall constitute a quorum of the Board of Directors. The act of a majority of the directors present at a meeting at which a quorum is present shall constitute the formal action of the Board of Directors, except where otherwise provided by law or by these Bylaws.
Directors may not vote by proxy.
Any action required to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors entitled to vote with respect to the subject matter thereof.
Members of the Board of Directors or of any committee of the Board of Directors may participate in and act at any meeting of such Board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating only for purposes of conducting the business of the association. It does not, however, release a Director from his/her obligations under Article VI Section A.4,c.
Members of the Board of Directors of the Association shall serve without monetary compensation.
Should any vacancy occur in any office or in the Board of Directors, other than a vacancy in the coachbuilder associate director or non-coachbuilder associate director by reason of death, resignation or otherwise, such vacancy shall be filled by the Board for the unexpired term. Members of that respective classification at the next annual meeting of associates shall fill vacancies in the position of coachbuilder associate director or non-coachbuilder associate director.
Any director who, at the discretion of the Board, fails to fulfill the duties and obligations of the directorship may be removed from the Board of Directors by a two?thirds vote of the entire Board.
Not more than one seat on the Board may be occupied by a representative of any company, holding group or otherwise financially affiliated organization. Questions arising on this issue would be referred to the Bylaws and Membership Committee for resolution.
Procedure for the Conduct of Election of Active Member Regional Directors:
Nominations are solicited by use of the Association's official publication, beginning with the July issue. Letters of Nomination must be transmitted to the Association, with all nominations to be postmarked no later than forty?five days after the date the July issue was mailed to active members. Candidates may be nominated by another active Association member who is eligible to vote in the same Association region, or by the nominee himself. Candidates must represent an Association member company in good standing and meet the requirements of Article VI, Section A. 4(a).
Nomination subcommittees shall be appointed from each region by the Board of Directors' Membership & Bylaws Committee. Such subcommittees shall consist of one director from each region to serve as chairman and an Association active member from that region who is neither a Director nor a nominee for election. The President and Chief Executive Officer or his appointee shall assist each committee. Nominating Committees shall discard any nominee who is ineligible to hold the position of Director or who shall decline the nomination. Nominating subcommittees in each region shall meet at a time and place agreeable to all concerned to produce a list of eligible candidates no later than October 1 or the date set by the Board of Directors.
The names of all valid nominees and an official voting ballot shall be presented to all members of the Association, either by direct letter or by publication in the Association's official publication, no later than fifteen days after the deadline date in Paragraph 2, with instructions that ballots must be returned to the Association no later than forty?five days after the deadline date in Paragraph 2. All ballots shall be original and shall bear a means to uniquely identify the voting member as a member eligible to cast a vote in that region. All ineligible ballots shall be discarded. Associate members may not vote.
Ballots shall be tallied and election winners will be announced in the December edition of the Association's official publication. In case of a tie vote or the need for a run?off election, such instance shall also be announced and runoff ballots shall be included in the Association's official publication. All runoff election ballots must be postmarked no later than December 15 or other date set by the Board of Directors. Runoff winners will be announced in the January edition of the Association's official publication.
Newly?elected Directors will be seated at the next annual meeting of the Association's Board of Directors.
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