ALA Bylaws — Election Provisions
Article III. Board of Directors
Section 3.1. General Powers, Duties and Functions
The business and affairs of the Corporation shall be conducted under the direction of, and the control and disposal of the Corporation's properties and funds shall be vested in, the Board of Directors. Without limiting the foregoing and except as otherwise provided by the Virginia
Nonstock Corporation Act, the Association's Articles of Incorporation, the Board shall have the authority to: 1) establish objectives, and assign responsibilities regarding programs and activities of the Corporation; 2) initiate, formulate, and adopt statements of official policy for the Corporation; 3) request reports from any Corporation officer, body, chapter or wholly owned entities; 4) render reports to the Membership at each of their Annual Meetings; 5) establish, and alter or amend as required, rules and procedures governing the proceedings and meetings of the Board of Directors which are not inconsistent with the Articles of Incorporation and Bylaws; 6) appoint, discharge, and fix the size and responsibilities of committees of the Board of Directors and the Association; 7) employ/discharge an Executive Director to manage the daily affairs of the Association and who, in turn, shall have the authority to employ/discharge any necessary staff and independent contractors within the authority of the approved budget; and (8) carry out other duties and functions customarily incumbent upon the governing Board of Directors of a corporation, or enumerated in the Articles of Incorporation or in the Bylaws, or imposed by law.
Section 3.2. Number, Election, Tenure, and Qualifications
Section 3.2.1. Number
The Board of Directors shall consist of nine (9) members. The number of Directors may be increased or decreased from time to time by resolution of the Board of Directors, but in no event shall there be less than three (3) Board members.
Section 3.2.2. Tenure
Directors shall serve a term of three (3) years and until their successors have been elected and qualified, or until their death, resignation, or removal, or until they are otherwise unable to fulfill an unexpired term. Directors may serve multiple three-year terms, but no more than two (2) consecutive three-year terms. Any Director leaving the Board during the second consecutive term is not eligible for re-election to the Board during the following three-year period. Directors shall serve for staggered terms of three (3) years in accordance with Section 3.2.3. below.
Section 3.2.3. Nomination and Election of Directors
Any member in good standing may submit to the Nominating Committee the name or names of candidates whom they recommend for inclusion on the slate of nominees to the Board of Directors. Nominations shall be received and addressed by the Nominating Committee in accordance with Section 5.4.2.1., and in accordance with a stated Nominee Criteria approved by the Board of Directors. The Nominating Committee shall, after certifying the qualifications and giving due consideration to all recommendations from the membership and such other candidates it may wish to consider, present a slate containing the names of members to fill each impending vacant Board seat to the Secretary and the Executive Director. Members of the Nominating Committee are not eligible for inclusion on the Nominating Committee's slate. The nomination process shall be set forth in a policy determined by the Board of Directors, which policy shall not be inconsistent with these bylaws or the Articles of Incorporation. New Board members will begin their service at the Association's Annual Meeting.
Section 3.2.3.1. Limiting Multiple Company Representation
Subject to the terms of Sections 3.2.3.1, 3.2.3.2, and 3.2.3.3, no more than two (2) members of the Board of Directors may be employed by the same employer (Company). For the purposes of this paragraph, a Company shall include, without limitation, (i) any employer whether individual, partnership, corporation, or other entity; (ii) a company and all its subsidiaries, affiliates, and related companies; and (iii) any other person, partnership, corporation, entity, or group or combination thereof, as determined by the Nominating Committee in its sole discretion. Whether individual nominees are employed by the same Company shall be determined in the sole discretion of the Nominating Committee. For the purposes of this provision, an individual is considered employed by any and all Companies employing the individual at any time during the period beginning on the day prior to the date on which the Nominating Committee transmits the slate of nominees to the Association Secretary in accordance with Section 5.4.2.1. through and including the final day of the election.
Section 3.2.3.2. Disqualification for Multiple Company Representation
Nominated candidates whose election would exceed the limitation set forth in Section 3.2.3.1 shall be automatically disqualified by the Nominating Committee. Without limiting the foregoing, in the event two Board members from the same Company currently sit on the Board of Directors and their terms do not expire on or before the scheduled election, nominations of candidates employed by the same Company shall be automatically disqualified. All other nominees, including nominees who currently sit on the Board and whose initial terms are set to expire, shall be considered by the Nominating Committee in accordance with Section 3.2.3. In the event multiple nominees from the same Company receive sufficient votes to be elected to the Board in accordance with Section 3.2.3, but their combined election would result in more than two Board members from the same Company on the Board, those nominees from the same Company receiving the greatest number of votes shall be elected (so that up to but not more than two Board members are employed by the subject Company), and all other nominees from said Company shall be automatically disqualified.
Section 3.2.3.3. Changes in Employment during Term on Board
All Board members must notify the Executive Director of any change to their employment status prior to the next scheduled Board meeting. Changes in a Board member's employment following their election to the Board shall not affect the Board member's current term on the Board of Directors.
Section 5.4.2.1. Nominations
Section 5.4.2.1.1. Nominations by the Nominating Committee
In accordance with Section 3.2.3. above, the Nominating Committee shall transmit to the Association Secretary, not later than thirty (30) days before the election, a slate of qualified persons nominated by them for election as Directors of the Association, which slate shall be elected by acclamation at the next annual meeting.
Section 5.4.2.1.2. Nominations by Petition
Members of the Association may submit to the Nominating Committee for its consideration in accordance with ALA's policy.
Section 5.4.2.1.3. Affidavit by Nominee
The Nominating Committee shall obtain from each member it includes on the slate their affirmation that they: 1) are eligible to serve and available under their existing employee relationships, if any, and, 2) that they will, if elected, perform to the best of their abilities, the duties and responsibilities of a Director of the Corporation.
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