[SJAAboard] Qualtifications for board directors

[Robert Armstrong]

In our disagreements about who should be qualified for the board, I propose we agree on definations.



Propose

"Amendment B"

 

Amend Article 3 Section 4, (Amendment 1)

As follows: Underline - new words. Strikethrough -delete

Sectionamendment 1 (approved 1996 Sept 21)
Article 3, Section 4. TERMS OF OFFICE 

Candidates for the Board of Directors shall have been be SJAA members for one year or more immediately prior to election or appointment, or have attended three board meetings  or have previously been a SJAA member for at least one year and attended at least three board meetings. Directors shall maintain their membership in SJAA during their term on the Board of Directors. Upon failure to meet this requirement, the board member shall automatically be removed from the Board of Directors and forfeit all privileges thereof, 45 days after expiration of membership. 

Directors elected by the membership are elected for two year terms. Five directors shall be elected in odd-numbered years and the other four directors shall be elected in even-numbered years. Terms shall be effective on completion of balloting at the Annual Meeting and shall continue until a successor is elected and qualifies. 

 

To be consistent  Article 1, section 17 should also be amended

SECTION 17. VACANCIES
Vacancies on the Board of Directors shall exist (1) on the death, resignation or removal of any director, and (2) whenever the number of authorized directors is increased. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty under Section 5230 and following of the California Nonprofit Public Benefit Corporation Law, or missed three consecutive Board meetings without notification to the Board prior to each meeting. Directors may be removed without cause by vote of a majority of the votes represented at a membership meeting at which a quorum is present. Any director may resign effective upon giving written notice to the Chairperson of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the Attorney General. Vacancies on the Board may be filled by approval of the Board or, if the number of directors then in office is less than a quorum, by (1) the unanimous written consent of the directors then in office, (2) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws, or (3) a sole remaining director. However, vacancies created by the removal of a director may be filled only by the approval of the members. The members of this corporation may elect a director at any time to fill any vacancy not filled by the directors. The Board of Directors shall consider a person qualified to fill a vacancy if that person has been an Active Member for one (1) year, or has attended three (3) bimonthly board meetings, or has attended six (6) monthly board meetings. or have prevously been a SJAA member for at least one year and attended at least three board meetings. A person elected to fill a vacancy as provided by this Section shall hold office for the remainder of the office's term or until his or her death, resignation or removal from office.