Section 1. General Powers. The Board of Directors is responsible for the governance of the Association. The Board establishes Association policy and monitors implementation of such policy in a manner consistent with the Association’s nonprofit purposes. The Board may adopt such operating rules, policies, and procedures as shall be deemed advisable, and may appoint such agents as may be considered necessary.
Section 2. Composition. The Board of Directors shall be comprised of:
- The Board President
- the Board President-Elect;
- the Immediate Past Board President;
- the Secretary/Treasurer;
- the Chief Executive Officer (“CEO”) in an ex-officio, non-voting capacity;
- the Chair of the Governance and Nominations Committee (GNC)
- the Chair of the Network Senate;
- the Chair of the Regional Cabinet;
- the Chair of the Diversity and Inclusive Excellence Committee;
- and no less than eight or more than fourteen (8-14) Directors-at-Large.
Section 3. Terms.
- Board President. The Board President shall serve a one (1) year term before succeeding to the office of Immediate Past Board President;
- Board President-Elect. The Board President-Elect shall serve a one (1) year term before succeeding to the office of Board President;
- Immediate Past Board President. The Immediate Past Board President shall serve a one (1) year term following the conclusion of his or her one (1) year term as Board President;
- Secretary/Treasurer. The Secretary/Treasurer shall serve a two (2) year term and shall not be permitted to serve more than two (2) consecutive terms as secretary/treasurer;
- Chair of the Governance and Nominations Committee. The Chair of the Governance and Nominations Committee shall serve a one (1) year term;
- Chair of the Network Senate. The Chair of the Network Senate shall serve a two (2) year term;
- Chair of the Regional Cabinet. The Chair of the Regional Cabinet shall serve a two (2) year term on a cycle alternating with the Chair of the Network Senate.
- Chair of the Diversity and Inclusive Excellence Committee. The Chair of the Diversity and Inclusive Excellence Committee shall serve a two (2) year term.
- Directors-at-Large. Directors-at-Large shall serve staggered two (2) year terms. No Director-at-Large, whether appointed or elected, may serve more than two (2) consecutive terms in that role.
- Commencement of Terms. Officers and Directors shall begin their terms at the conclusion of the Annual Conference of the Association.
Section 4. Nomination and Election of Officers and Other Board Members. The Governance and Nominations Committee will solicit, accept, and review nominations from members for all of the Association’s positions on the Board of Directors, including officers and standing committee chairs other than the Governance and Nominations Committee itself, which is appointed by the Executive Committee. The Governance and Nominations Committee will present candidates for open positions for vote by the current Board of Directors (via electronic mail), which must be returned within the designated time frame established by the Committee. The Directors-at-Large shall be elected by a majority of the voting members of the Board of Directors. In the event a candidate for one or more of the open positions does not receive a majority of votes, the Committee will present an alternative candidate(s) for Board approval. No member of the Committee may be a candidate for any position under its purview.
Section 5. Meetings. The Board shall meet in person at least twice in each calendar year. Additional meetings may be held by telephone or other technology-mediated method by which each Director can hear the other Directors; Board members shall be notified of the time, location, and purpose of any virtual meeting by mail or electronic mail not less than seven (7) days prior to the scheduled meeting. Except as otherwise provided by law or these Bylaws, a majority is required to carry a matter where a quorum is present. Proxy voting is not permitted in matters before the Board for a vote.
Section 6. Parliamentary Procedure. Roberts Rules of Order Revised shall govern all meetings of the Board, of the Association, and parliamentary procedures insofar as they are not inconsistent with applicable statutes, the charter, and these Bylaws, unless other specific procedures are provided by the Board.
Section 7. Quorum. A quorum shall be a majority of voting Board members.
Section 8. Minutes. Minutes of Board meetings shall be kept and constitute a record of the business conducted by the Board.
Section 9. Compensation. Board members shall not receive compensation or reimbursement for their services on the Board of Directors but may be reimbursed for certain expenses according to an established reimbursement policy.
Section 10. Vacancy. A member of the Board may resign at any time by giving written notice addressed to the Board President and sent to UPCEA’s administrative office. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance thereof as determined by the Board President. In the event of a vacancy by reason of death or resignation, the Governance and Nomination Committee, in consultation with the current Board President, shall appoint an eligible replacement to serve until the next scheduled election.
Section 11. Removal. A Board member absent from two (2) consecutive meetings of the Board may be removed by a majority vote of Board members at a regular or special meeting at which a quorum is present. A member of the Board of Directors may also be removed by two-thirds (2/3) majority vote of the Board where such removal is deemed in the best interests of the Association. The Board member who is the subject of the proposed removal shall not be permitted to vote on his/her removal. The Board member shall be provided with not less than thirty (30) days advance written notice of the proposed action, which notice shall include the reason(s) for the proposed removal and confirm that the Board member shall have the opportunity to contest the same in writing or in person at a meeting of the Board. The Board member who is the subject of the removal shall be provided with final written notice of the Board’s decision.