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2016 Election Referendum Questions
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Bylaw Referendum Questions

In the past year, the Board has encountered two situations that require Bylaw changes. One deals with the fact that the Bylaws do not have instructions for what to do in the event of a tie in the election of Directors and the other clarifies an ambiguity in how to interpret the status of Directors elected to fill out the term of any elected Director who resigned prior to the end of their term.

#1) Motion to amend FAI Bylaw Article IV, Section Four (text below in bold and italics) from:

Size and Composition. The Board of Directors of this Corporation shall be comprised of no less than fifteen (15) and no more than twenty-one (21) members. All directors are elected at large, not representing any specific constituency. The voting membership shall elect up to fifteen (15) Directors as provided under Article IV, Section Five. The Directors may appoint additional Directors up to the maximum number of twenty-one (21) to make the board more representative or diverse, or to meet other needs.

to read:

Size and Composition. The Board of Directors of this Corporation shall be comprised of no less than fifteen (15) and no more than twenty-one (21) members. All directors are elected at large, not representing any specific constituency. The voting membership shall elect up to fifteen (15) Directors as directed under Article IV, Section Five with the exception noted. The Directors may appoint up to six additional Directors to make the board more representative or diverse, or to meet other needs.

Rationale for amendment: The solution to a tie proposed in motion 2 (Article IV, Section Five) would allow for an increase above the limit of 21. Motion 1 leaves the size capped at 21; however, it adds the “with exception noted” modification to Article IV, Section Five language to supersede the limit in that specific case. The removal of specific language on appointments for diversity referencing the 21 limit means the Board continues to have the flexibility to have up to 6 appointments “for need” in addition to the 15 (or more if there are ties) elected members.

 

#2) Motion to amend FAI Bylaw Article IV, Section Five (text in bold and italics) from:

A. Election Procedure and Term of Office. Annually, one third (1/3), of the elected positions on the board (i.e. five Directors) will be elected for three year terms by voting members registered with the corporation. (New text inserted here). The new board may at any time assess board needs and appoint up to six (6) board members to fill those needs. New Board members so appointed shall serve terms of no more than two years as specified in the motion of election and recorded in the Minutes. The terms of all Directors, elected and appointed, will expire at the end of the Annual General Membership Meeting of the designated year.

to read:

A. Election Procedure and Term of Office. Annually, one third (1/3), of the elected positions on the board (i.e. five Directors) will be elected for three year terms by voting members registered with the corporation. In the event of tie votes, the top five vote-getters plus individuals tied for the final elected slot, shall be considered elected. In such case, the size of the board will be increased to more than 15 elected members at a time, and may rise above the 21 member limit, until the tied members’ terms expire, at which time the board will revert to 15 elected members and up to 21 total members. The new board may at any time assess board needs and appoint up to six (6) board members to fill those needs. New Board members so appointed shall serve terms of no more than two years as specified in the motion of election and recorded in the Minutes. The terms of all Directors, elected and appointed, will expire at the end of the Annual General Membership Meeting of the designated year.

Rationale for amendment:Two years ago, the 5th and 6th place finishers were separated by 3 votes (a single small organization’s voting power), and last year we actually had a tie for 5th and 6th. The Board took the opinion then that a spirit of inclusion represented by seating all candidates who tied for 5th was better than either a run-off election or the Board arbitrarily voting to seat only one candidate. This change codifies that should there ever be ties again in the future.

 

#3) Motion to amend FAI Bylaw Article IV, Section Six

Vacancies. Any vacancy occurring in the Board of Directors may be filled by appointment by a majority of the remaining Board of Directors. The new Director appointed to fill the vacancy will serve for the un-expired term of the predecessor in the office.

to be followed by the addition of the following text:

Any member appointed to fill an elected Board member's unexpired term shall be considered an appointed member for purposes of Board counts of elected and appointed members.

Rationale for amendment: The Bylaws only allow elected Directors to serve as officers (excluding the Treasurer). In the spirit intended that officers (other than Treasurer) must have actually been elected by the members, this codifies the Board’s current interpretation that a member appointed to fill out an elected Director’s term does not qualify to be an officer of the Board (other than Treasurer).

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