Community Action Partnership Board Officer Nominations
NOTE: This is an election year! Only members in good standing are eligible to participate in the Board officer election process. The voting for election of officers will take place Wednesday, August 29th from 12 noon until 4 pm MT at the Sheraton Denver Downtown during the Annual Convention in Denver, CO. All officer nominations are due back to the Partnership no later than June 1, 2018 and should be emailed to firstname.lastname@example.org.
The Chair of the 2018 Nominations Committee is Karen Swenson, the Region VI Representative to the Board who is the CEO of the Greater East Texas Community Action Program. If you have questions you would like to pose directly to the Board about the elections process, you can reach Karen Swenson here. If you'd like to pose questions to Denise Harlow, the national Community Action Partnership's CEO, you can reach Denise Harlow here.
Every two years, the membership elects the Partnership's officers via a national election, while regional representatives are elected through processes established by each of the 10 regions. Each officer serves a two-year term and can serve a maximum of two consecutive terms. These officer positions include Chair, First Vice Chair, Second Vice Chair, Third Vice Chair, Treasurer, and Secretary. sections from the Partnership’s bylaws that outline the duties of these positions. While the bylaws outline the core functions, the Network relies on the Partnership’s board leadership in many ways that cannot be fully outlined in a governance document. (NOTE: To learn more about your regional process, please contact your Partnership Board Regional Representative.)
Community Action Partnership Bylaws: Specific Sections Regarding the Board of Directors' Structure, Duties, and Officer Qualifications
Article V: Board of Directors
SECTION 1: COMPOSITION OF BOARD
The Board of Directors shall consist of sixteen (16) members made up often (10) Regional Representatives representing each of the ten-(10) federal regions and six (6) officers elected by the membership of the Partnership. All Directors must be members in good standing of the Partnership upon their election or appointment to the Board.
SECTION 2: REGIONAL REPRESENTATIVES
Each of the ten (10) federal regions shall elect a representative to fill a two (2) year term on the Partnership board of directors. Terms will commence with the election of Partnership officers. Representatives may be re-elected to serve additional terms. The person chairing the regional election procedure, or the president of the regional Partnership, shall notify the Partnership office in writing of the regional representative's name and mailing address and verification of the election process. This shall be provided to the Partnership Board prior to the seating of new members. Any disputes relative to the seating of a regional representative, including the election process, shall be decided at the sole discretion of the Board of Directors.
SECTION 3: OFFICERS
In addition to the ten (10) Regional Representatives, each of the six (6) elected Officers of the Partnership shall be a member of the Board of Directors. No Officer of the Partnership, however, may also hold the position of a Regional Representative. In the event an Officer holds both positions, the Regional Association or region which the Officer represents shall cause a new Regional Representative to be elected or appointed. Until such election or appointment is made the position shall be considered vacant.
SECTION 4: IMMEDIATE PAST CHAIR
The Board of Directors shall appoint the immediate past Chair of the Partnership as an ex-officio/nonvoting member of the Board of Directors for a period of one year. The immediate past Chair shall not be counted for quorum purposes.
SECTION 5: DUTIES OF BOARD OF DIRECTORS
The Board of Directors shall be the executive body of the Partnership and shall have general supervision of all business and affairs of the Partnership in addition to the formulation and implementation of Partnership policy between general membership meetings. The Board shall report their activities and decisions to the membership at the Annual Meeting or at any other general membership meeting. The Board of Directors shall have the power to act on behalf of the Partnership in all affairs between meetings of the general membership. The Board of Directors, however, shall carry out the policy and direction established by a majority vote of the membership at any properly constituted general membership meeting.
SECTION 6: CEO
The Board of Directors shall be responsible for the hiring, firing, and direct supervision of the CEO of the Partnership. The CEO of the Partnership shall be responsible for the hiring, firing and direct supervision of all other Partnership employees. The CEO of the Partnership shall be directly responsible to the Board of Directors for carrying out all policies and directives established by the Board.
SECTION 7: AUTOMATIC REMOVAL OF MEMBER FOR MISSING MEETINGS
Any member of the Board (Officer or Regional Representative) who misses three (3) consecutive Board meetings (whether regular or special, or both) without immediately presenting a written excuse acceptable to the Board of Directors shall be automatically removed from office by the Board of Directors.
SECTION 8: VACANCIES
Any vacancy on the Board with respect to a Regional Representative, which occurs for any reason whatsoever, shall be filled by the Regional Partnership or region who originally elected or appointed such Regional Representative. Any vacancy on the Board with respect to an Officer, which occurs for any reason whatsoever, shall be filled by the Board of Directors for the unexpired term of such Officer, except as provided in Article VI, Sections 5, 6 and 7 of these By-Laws.
Article VI: Officers
SECTION 1: DESIGNATION
The officers of the Partnership shall be a Chair, First Vice-Chair, Second Vice-Chair, Third Vice-Chair, Secretary and Treasurer. All officers shall be elected at an Annual meeting for a two-year term except as provided in Article V, Section 8 of these By-Laws and Sections 5, 6 and 7 of this Article.
SECTION 2: QUALIFICATIONS
Candidates for the office of Chair of the Partnership shall be members of the Partnership in good standing for at least two (2) years immediately prior to the Annual Meeting at which they are candidates. Candidates for other elected offices of the Partnership shall be members of the Partnership in good standing for at least one (1) year immediately prior to the Annual Meeting at which they are candidates for such offices. Any officer may have the privilege of succeeding him or herself for office but may not serve more than two (2) consecutive two (2) year terms in the same office. Filling out the unexpired term of an officer shall not be counted for the purposes of restricting succession as provided herein. No officer shall be eligible for re-election to that office until at least two (2) years has elapsed from the conclusion of his/her last term. No person may hold more than one (1) office at the same time.
SECTION 3: DUTIES OF OFFICERS
The officers shall have the duties prescribed in these By-Laws and any other duties delegated by the Board of Directors.
SECTION 4: CHAIR
The Chair shall be the principal elected officer of the Partnership and shall, subject to the control and approval of the Board of Directors, generally supervise and control all of the business and affairs of the Partnership. He/she shall preside as Chairperson at all meetings of the Board of Directors and at all meetings of the general membership, and shall be an Ex officio member, without voting privileges, of all Committees of the Partnership except the Executive Committee. He/she shall see that all order, policies, and resolutions of the membership and Board of Directors are carried into effect. He/she shall sign with the Secretary, or any other officer of the Partnership authorized by the Board of Directors, contracts or other instruments binding the Partnership, and which the Board of Directors has approved and authorized to be executed; except in cases where the signing or execution thereof has been expressly delegated by the Board of Directors to some other officer or agent of the Partnership. He/she shall, except as otherwise provided in these By-Laws, appoint the Chairpersons of all Committees of the Partnership, subject to the approval of the Board of Directors. He/she shall submit a quarterly report to the Board of Directors and a written annual report to the Annual Meeting of the Partnership. The Chair shall establish the agenda for all meetings of the Board of Directors. He/she shall perform all other duties and functions, which from time to time are assigned to him or her by the Board of Directors.
SECTION 5: FIRST VICE-CHAIR
The First Vice-Chair shall perform all duties and functions as from time to time are assigned to him or her by the Chair or by the Board of Directors. In the absence of the Chair, the First Vice-Chair shall perform all the duties of the Chair. In the event the office of Chair becomes permanently vacant for any reason whatsoever, the First Vice-Chair shall fill the unexpired term of the Chair and shall assume all the duties of such office.
SECTION 6: SECOND VICE-CHAIR
The Second Vice-Chair shall perform all duties and functions as from time to time are assigned by the Chair or by the Board of Directors. In the event the office of First Vice-Chair becomes permanently vacant for any reason whatsoever, the Second Vice-Chair shall fill the unexpired term of the First Vice-Chair and shall assume all the duties of such office.
SECTION 7: THIRD VICE-CHAIR
The Third Vice-Chair shall perform all duties and functions as from time to time are assigned by the Chair or by the Board of Directors. In the event the office of Second Vice-Chair becomes permanently vacant for any reason whatsoever, the Third Vice-Chair shall fill the unexpired term of the Second Vice-Chair and shall assume all the duties of such office.
SECTION 8: SECRETARY
The Secretary shall be responsible to see that the minutes of the proceedings of the Board of Directors and general membership meetings are kept in one or more books provided for that purpose. Minutes of said proceedings do not have to be verbatim, but must reflect all actions taken. The Secretary shall keep a register or roll of all members and call the roll when necessary at all general membership meetings. The Secretary shall notify all officers, board members, and committee members of their appointments. When requested, the Secretary shall read the minutes of each previous meeting and the Board of Directors shall approve the minutes. The Secretary shall cause all minutes to be mailed to each member of the Board of Directors not more than ten (10) working days after said meeting. The Secretary shall cause notice of actions taken by the Board of Directors to be mailed on a regular basis to all members of the Partnership. The Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws. The Secretary shall be responsible for the determination of the presence of a quorum at all meetings of the general membership and of the Board of Directors.
SECTION 9: TREASURER
The Treasurer shall have the responsibility to assure proper custody of all moneys and securities of the Partnership and of their deposit in the name of the Partnership in such bank or banks as the Board of Directors may designate. The principal bank account or accounts of the Partnership, however, shall be established in the area where the principal office of the Partnership is maintained. The Treasurer shall be responsible for assuring proper disbursement of the moneys of the Partnership in payment of just demands of the Partnership, or as may be from time to time authorized by the Board of Directors. The Treasurer shall be responsible for assuring that the Partnership maintains proper fiscal controls adequate to protect the assets of the Partnership. The Treasurer is responsible for assuring that a current inventory is maintained of all assets of the Partnership. The Treasurer shall submit written financial reports to the Board of Directors on whatever periodic basis the Board deems reasonable, but at least quarterly, and shall submit an annual financial report to the general membership at the Annual Meeting. The Treasurer is responsible for seeing that all financial records and accounts of the Partnership are presented for an independent audit conducted by an independent certified public accounting firm selected by the Board of Directors, at least once each fiscal year. The certified public accounting firm shall be selected by the Board of Directors from the area where the principal office of the Partnership is maintained. The Treasurer shall be responsible to see that such audits are presented to the full membership at the Annual Meeting.
Article IX: Election and Voting
SECTION 1: ELIGIBILITY
Any member of the Partnership who meets the qualifications for office as provided by these By-Laws may run for any of the six (6) offices of the Partnership.
SECTION 2: MANNER OF ELECTION
The election of officers of the Partnership shall be conducted bi-annually, in even numbered years, during the annual conference in such a manner and at such times as the Board of Directors may determine. The time allowed for voting shall be not less than four (4) hours. Voting shall be by secret ballot and the results shall be certified by an independent certified public accounting firm selected by the Nominating/Elections Committee. Only those members in good standing with the Partnership shall be eligible to vote.
SECTION 3: PLURALITY VOTE
A candidate for any office of the Partnership shall only need a plurality of all votes cast to be elected to such office; and shall assume such office when installed.
SECTION 4: NOMINATIONS
A candidate for any office of the Partnership shall be nominated in accordance with the procedures described in Article X, Section 2 (C) of these By-Laws.
ARTICLE X, SECTION 2(c)
C. NOMINATING/ELECTIONS COMMITTEE: … The Nominating/Elections Committee shall be responsible for seeking nominations from each of the ten (10) regions for each of the six (6) offices of the Partnership which are open for election. Those names and brief biographical information of the nominees shall be submitted to the Chair of this committee not later than sixty (60) days prior to the Annual Meeting where such election is to take place. The Nominating/Elections Committee shall cause all names submitted for each office open to election to be placed on the official slate of candidates. The Chair of this Committee shall be responsible to cause this slate, with brief biographical information on each candidate, to be mailed to the Board of Directors and all members in good standing of the Partnership not later than thirty (30) days prior to the Annual Meeting where such election is to take place. Such notice shall be deemed to be delivered to a member when deposited in the U.S. mail, addressed to the member as it appears on the Partnership's records with postage prepaid.
Additional names shall be placed on the ballot at the Annual Meeting, providing the candidate desiring to be nominated for· any office secures a written petition with at least fifteen (15) signatures of members in good standing in the Partnership and residing in at least five (5) different regions endorsing his/her candidacy. This petition must be presented to the Chair of the Nomination/Elections Committee not later than 6:00 p.m. on the day preceding the day set for the election to take place. No person may be placed on the ballot for more than one (1) office. The Committee shall cause ballots to be prepared containing all names of nominees for the respective office that have been presented by the Nominating/Elections Committee and by written petition. The Committee shall be responsible for conducting the election of officers, which shall include the selection of an independent certified public accounting firm to carry out the responsibilities described below and in the event of a tie vote for any office to establish a procedure for declaring a candidate elected. The independent certified public accounting firm shall have the following responsibilities:
(1) Certifying the number of ballots prepared.
(2) Procedures for the distribution of one ballot to each member eligible to vote.
(3) Accounting for all ballots distributed and those not distributed.
(4) Counting the ballots and declaring the candidates with a plurality vote for each office elected.
Last Amended, August 31, 2016