The objects and methods of Amnesty International, a worldwide human rights organization, set forth in Articles 1 and 2 of the International Statute of Amnesty International, as amended from time to time, are incorporated herein by reference, except insofar as they are violative of the laws of the United States and the State of New York.
The principal office of Amnesty International of the U.S.A., Inc. (hereinafter called "AIUSA") shall be in the State of New York, City of New York.
(a)Voting Individual Members. Voting individual members shall be (i) those persons who pay annual dues when, as, and in such amounts as the Board may determine from time to time; or (ii) those persons, in accordance with such criteria as the Board may establish from time to time, who actively participate in work advancing the purpose of AIUSA as described in the International Statute of Amnesty International. Voting individual members shall have the right to attend all meetings of members and to vote in any proceeding, matter, or question appertaining to AIUSA (including without limitation the election of directors) that is submitted to a vote of members.
(b)Voting Group Members. Voting group members shall be those groups established by the Board, or by any member or members of the AIUSA national staff to whom the Board may delegate such authority by resolution, to promote and fulfill the purposes of AIUSA. Such voting group members may be established upon such terms and conditions and with such powers and limitations as the Board or such person or persons may determine, and may be suspended or discontinued (with or without cause) by the Board or such person or persons. Any failure to establish any proposed voting group member, or the suspension or discontinuation of an established group member, by a member or members of the AIUSA national staff may be appealed by such proposed, suspended, or discontinued voting group member to the AIUSA Board through its established grievance process. Each such voting group member, as determined by the Board, shall pay an annual fee at rates to be set by the Board from time to time, or shall annually pledge an amount to be determined by the voting group members. Each such voting group member shall have the right to attend all meetings of members and to cast one vote in any proceeding, matter, or question appertaining to AIUSA that is submitted to a vote of members, except that no voting group member shall be entitled to vote for the election of directors. Any individual who is designated by a voting group member to represent such group at a meeting of the members of AIUSA shall be authorized to represent such group and to cast its vote at such meeting.
Membership shall terminate on the death, resignation or expulsion of a member, or for non-payment of dues, or for non-active participation, under such rules and regulations as the Board may establish.
No member shall have any property rights by virtue of membership and membership may not be transferred.
The Board of Directors may deprive a member of membership in Amnesty International U.S.A. if, in its opinion, the member repeatedly acts contrary to or in a manner inconsistent with the spirit of the object and methods set out in Articles 1 and 2 of the Statute of Amnesty International, or otherwise repeatedly acts in a manner judged to be disruptive or harmful to the effective working of the organization. Anyone expelled, suspended or refused membership may appeal to the Ombudsperson through established grievance procedures. The Ombudsperson shall investigate and mediate, resolve, or adjudicate member complaints that have not been resolved to the satisfaction of the member either at the regional staff level or at the national level. The Ombudsperson shall issue findings upon the completion of an investigation which shall specify what action, if any, should be taken to finally resolve the member complaint and to inform all parties concerned and the Chair of the Board of the actions taken.
Any member may withdraw from AIUSA by written notice.
(a) The government, property, affairs, business and concerns of AIUSA shall be entrusted to the Board. The Executive Director of AIUSA shall be appointed or discharged by the Board. Directors who are elected to the Board shall begin performance of their duties on the first day of the regular meeting of the Board of Directors next following the election of new directors. Directors who are appointed to the Board shall begin performance of their duties immediately upon appointment to the Board.
The Board shall consist of eighteen (18) persons. This Section 1(b) may be amended, repealed, or altered only by the members of AIUSA.
(a) All directors and nominees for directors (as of the time they are officially authorized to appear in the ballot and throughout the elections process, up to and including the date of the Special Meeting of Members for the election of directors) must be voting individual members of AIUSA and, unless otherwise provided in Article IX, Section 6, are elected for terms of three (3) years.
(b) No director may be elected for more than two (2) consecutive three year terms.
(a) Regular Meetings. The Board shall hold at least four regular meetings in each year on such date and at such place as the Board shall determine, and one of these shall be the annual meeting of the Board. Notice of the time and location of the meetings shall be communicated to each director personally or by mail at least twenty (20) days prior to such meetings.
(b) Special Meetings. Special meetings of the Board for any purpose may be called at any time by the Chair or any four directors. Notice of the time and place and purpose of such special meetings shall be communicated to each director personally or by mail at least seven (7) days prior to such meeting.
(c) Waiver. The transactions of any meeting of the Board, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if either before or within one (1) calendar month after the meeting each director not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.
(d) Quorum. One-half (1/2) of the Board shall constitute a quorum. In the absence of a quorum, the Board shall transact no business, except as otherwise may be expressly provided in these Bylaws. In the absence of the Chair and Vice-Chair, the quorum present may choose a Chair for the meeting. If a quorum is not present, a lesser number may adjourn the meeting to a later date, not more than ten (10) days later.
(e) Telephonic Meetings. Any one or more members of the Board or any committee thereof may participate in meetings by means of a conference telephone or similar communication equipment which allows all participants to hear each other simultaneously. Participation by such means shall constitute presence in person at a meeting.
(f) Voting. A member of the Board shall not be permitted to vote on an agenda item at a meeting if the member was not present for the discussion of the agenda item, either in person or by conference telephone or similar communication equipment which allows all participants to hear each other simultaneously.
Any action to be taken by the Board may be taken without a meeting if such action is first proposed in writing to each member of the Board and each member first consents to the taking of such action in writing. Such written consent, should all members of the Board consent in one document, or consents, shall be filed with the minutes of the Board, and such action by written consent shall have the same force and effect as though taken at a regular meeting of the Board.
Should any member of the Board have two (2) absences from regular meetings of the Board (other than committee meetings) from among four (4) consecutive regular meetings of the Board, or two (2) absences from special meetings of the Board from among four (4) consecutive special meetings, his or her seat automatically shall be declared vacant by the General Secretary, unless otherwise voted by the Board on the basis of a bona fide emergency. Absence from a meeting shall be defined for this purpose as a failure to be present for at least half of the total duration of the meeting.
There shall be an annual general meeting of the members of AIUSA (the "AGM") on such date and at such time and place as shall be determined by the Board. At the AGM the members shall transact such business as may properly be brought before the meeting. In addition, the members shall hear and discuss the Treasurer's report, and consider resolutions, hear requests to review decisions made by the Board, and make recommendations concerning policy and other matters as properly may be brought before the AGM. The procedure for presenting resolutions to the AGM shall be described by the AIUSA membership resolutions committee to the AIUSA membership at least three (3) months prior to the AGM.
Special meetings of the members may be called by a two-thirds (2/3) vote of the Board. Such meetings may also be convened by the members entitled to cast five percent (5%) of the total number of votes entitled to be cast at such meeting, who may, in writing, demand the call of a special meeting specifying the date and month thereof, which shall not be less than two (2) or more than three (3) months from the date of such written demand. The General Secretary, upon receiving the written demand shall promptly give notice of such meeting, or if he or she fails to do so within five (5) business days thereafter, any member signing such demand may give such notice. The meeting shall be held at the place designated in such notice, or, if not so designated, at the office of AIUSA.
Written notice stating the place, date, and hour of any meeting of the members and, unless it is the AGM, stating the purpose or purposes for which the meeting is being called and indicating that such notice is being issued by or at the direction of the person or persons calling the meeting, shall be given personally or by mail to each member. If notice is given personally or by first class mail, it shall be given not less than ten (10) nor more than fifty (50) days before the date of the meeting; if mailed by any other class of mail, it shall be given not less than thirty (30) nor more than sixty (60) days before the date of the meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the member at his or her address as it appears on the record of members, or, if such member shall have submitted to AIUSA a written request that notices be mailed to some other address, then directed to him or her at such other address. Notwithstanding the foregoing, notice need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such member. Proxies solicited by AIUSA shall be provided to members no later than the notice for the meeting with respect to which such proxies are solicited.
Every member entitled to vote for the election of directors may authorize another person or persons to act for him or her by proxy with respect to such election, but members shall not be permitted to vote by proxy with respect to any other matters. The presence at a meeting of members of AIUSA entitled to cast one hundred (100) votes thereat shall constitute a quorum for the transaction of business at such meeting, but the members present may adjourn the meeting despite the absence of a quorum. Except as otherwise set forth in these Bylaws or required by applicable law, the vote of a majority of the members present (provided that such vote is at least equal to such quorum) shall be the act of the members of AIUSA at the meeting.
In order that AIUSA may determine the members entitled to notice of, and to vote at, any meeting of members or any adjournment thereof, the Board may fix, in advance, a record date, which shall not be more than fifty (50) nor less than ten (10) days before the date of such meeting. A determination of members of record entitled to notice of, and to vote at, a meeting of members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.
Unless the Board otherwise provides, the votes with respect to actions and resolutions voted upon at any meeting of members shall be counted and tabulated (as soon as practicable after such votes and proxies are cast by the members) by one or more inspectors appointed by the Executive Committee to act at the meeting.
(a) Subject to applicable law and specific provisions of the Certificate of Incorporation of AIUSA and these Bylaws, such actions and resolutions appropriately before a meeting for members which are approved and adopted by the members in accordance with these Bylaws and applicable law (each, an "AGM decision") shall be binding on the AIUSA Board, but the Board may override any such binding AGM decision within twelve (12) months of such AGM decision by a two-thirds (2/3) vote of the directors present at a duly-constituted Board meeting, provided that at least one-half (1/2) of the members of the entire Board vote in favor of the override. After the twelve (12) month period following a binding AGM decision, such AGM decision may not be overturned by the AIUSA Board unless one of the following special circumstances exists:
(i) the proposal to overturn the prior AGM decision is submitted at the next AGM, via the regular membership resolution process, and is adopted at the AGM;provided, however, that in the event of a special circumstance described at subparagraph (ii) or (iii) of this Section 7(a), the AIUSA Board must as soon as practical, after voting to overturn such prior AGM decision, communicate its decision and the reasons underlying its decision to the membership by all reasonable means of communication (including, but not limited to, monthly mailings, website notices, announcements at membership meetings). If any member believes that the Board has overturned a prior AGM decision in violation of this Section 7(a), such member may protest such action by promptly submitting a written notice of protest to the AIUSA Board Chair. The AIUSA Board shall consider any such protest at its next regularly scheduled Board meeting and shall, in its discretion, determine the disposition of any such protest.
(ii) a policy or mandate change has been issued by an International Council Meeting ("ICM"), the International Executive Committee ("IEC"), or the International Secretariat ("IS") rendering the prior AGM decision a violation of such policy or mandate change; or
(iii) a fundamental change in political, cultural or governmental conditions has, in the opinion of the AIUSA Board, rendered the prior AGM decision inappropriate or invalid;
(b) Resolutions shall be deemed to be appropriately before the AGM for purposes of this Section 7 if they originate in passage by a regional conference and by a working party of the AGM and are introduced in accordance with the standing rules of the AGM (as adopted from time to time).
The officers shall be a Chair, Vice-Chair, General Secretary and Treasurer. AIUSA may also have such other officers as may be designated from time to time by the Board. Only members of the Board shall be eligible to serve as Chair, Vice-Chair and General Secretary, except that any such officer who has not been re-elected to the Board at the Special Meeting of Members for the election of directors may continue to serve as such officer until the first meeting of the Board after the Special Meeting of Members for the election of directors at which his or her successor is elected pursuant to Section 2 of this Article VI. Subject to the foregoing, any individual shall be eligible to serve as an officer of AIUSA.
The officers shall be elected annually by the Board at its first meeting after the Special Meeting of Members for the election of directors as provided in Article IX, Section 5, hereof. The Board may consider substantial regional representation as an important, but not mandatory, criterion for election of officers. Each officer shall hold office for a term of one (1) year and until his or her successor shall be elected and qualified or until his or her earlier resignation, removal, or other disqualification. No officer except the Treasurer may serve in the same office more than two (2) consecutive terms (not including completing the unexpired term of an officer whose position was left vacant for any reason described in Article VI, Sections 3 and 4) in the same office, and shall not be eligible for re-election to such office until at least one (1) year after such last term has terminated. The Treasurer may serve no more than four (4) consecutive terms (not including an unexpired term), and shall not be eligible for re-election for at least one (1) year after his or her last term has expired.
Any officer may be removed with cause, which shall be defined within the discretion of the Board by a two-thirds (2/3) vote of the Board at any meeting where a majority of the incumbent members are present, providing that notice of the proposed removal is given in the meeting notice. Any officer may resign at any time by giving written notice to the Board, to the Chair, or to the General Secretary. Any such resignation shall take effect as of the date of such notice or as later specified in the notice, or if no date is specified in the notice, as of the earliest date such notice is hand-delivered to the Board, the Chair, or the General Secretary, or is postmarked. Unless otherwise specified in the notice, the resignation need not be accepted to make it effective.
A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, may be filled by the Board at its next meeting following the occurrence of such vacancy. In filling vacancies, the criterion of substantial regional representation shall be considered and the successor in any office shall serve out the predecessor's term.
The duties and powers of
the officers shall be as prescribed by the Board and shall, to the extent not
otherwise specified by the Board, include the following:
(a) Chair. The Chair shall preside at all meetings of
the Board; enforce the Bylaws; call such meetings as the Chair is empowered to
call; nominate all members of all standing committees of the Board except the
Executive Committee; may, with the consent of the Board, appoint all members of
special committees of the Board; exercise general supervision over the affairs
of AIUSA; and perform such other duties as prescribed by the Board from time to
time.
(b) Vice-Chair. In the case of the death or absence of the
Chair or of her or his inability from any cause to act, the Vice-Chair shall
perform the duties of the Chair, and perform such other duties as prescribed by
the Board from time to time. In case
both the Chair and Vice-Chair are absent from any meeting, the General
Secretary shall call the meeting to order and an acting Chair shall be elected
by the meeting.
(c) General
Secretary. The General Secretary
shall keep, or cause to be kept, an exact record of the proceedings of the
Board; have oversight of the official records of AIUSA; give, or cause to be
given, notice of meetings; conduct such correspondence as may be required; have
custody of the seal of AIUSA; supervise the conduct of the election of
directors unless he or she is up for reelection (at which time he or she shall
designate an officer of the election with approval by the Board) or unless he
or she chooses to delegate this role to another Board member; may appoint one
or more inspectors of election to assist in these duties; and otherwise shall
perform such other duties as prescribed by the Board from time to time. <
(d) Treasurer. The Treasurer, who need not be a member of
the Board, shall, under the general supervision of the Board, have oversight of
all transactions relating to: the
monies and investments belonging to AIUSA; the deposit of all funds received,
in the name of AIUSA, with a bank or banks designated by the Board; and the disbursement
and investment of AIUSA's funds in accordance with the regulations prescribed
by the Board. The Treasurer shall
annually, and at other such times as may be required, submit to the Board a
report of receipts and disbursements of the financial condition of AIUSA, and
otherwise shall perform such other duties as prescribed by the Board from time
to time.
The Board may at any meeting elect one or more Honorary Chairs who need not be members of the Board, and who shall have such duties as the Board may from time to time specify to serve at the pleasure of the Board.
An Executive Committee consisting of at least three (3) directors and no more than eight (8) directors shall be elected annually by resolution adopted by a majority of the entire Board. The Executive Committee shall include the Chair, Vice Chair, General Secretary, Treasurer and other directors as from time to time specified by the Board. The Board shall consider substantial regional representation on the Executive Committee as an important, but not mandatory, criterion for election. When the Board is not in session, the Executive Committee shall have the authority to exercise the full powers of the Board, except as such powers from time to time may be limited by law, by the Certificate of Incorporation, by specific provisions of these Bylaws, or by resolution adopted by a majority of the entire Board (i.e., by a majority of the total number of directors entitled to vote which AIUSA would have if there were no vacancies). One-half (1/2) of the number of voting members of the Executive Committee shall constitute a quorum for the transaction of business, and a majority vote of those present is required for the Executive Committee to take action. Meetings shall be called by the Chair or by any two (2) members of the Executive Committee on at least twenty-four (24) hours notice, and such meetings may be held at such time and place as from time to time shall be determined by the Executive Committee. The Executive Committee shall report to the Board at each Board meeting all actions taken by it since the last Board meeting.
The Board, by resolution adopted by a majority of the entire Board, may designate from among its members other standing committees (in addition to the Executive Committee), each to consist of three (3) or more directors. The Chair shall nominate directors to serve as members of any such standing committee (other than the Executive Committee). When the Board is not in session, any such standing committees shall have and may exercise all of the delegable powers of the Board, except to the extent, if any, that such authority shall be limited by resolution adopted by a majority of the entire Board; provided, however, that no committee of the Board shall have authority to (a) fill vacancies on the Board or any committee; (b) fix the compensation of directors for serving on the Board or on any committee; (c) amend or repeal the Certificate of Incorporation of AIUSA or these Bylaws or adopt new Bylaws; or (d) amend or repeal any resolution of the Board which by its terms shall not be so amendable or repealable. The Board may designate one or more directors as alternate members of any standing committee to replace any absent member or members at any meeting of such committee.
The Board, by resolution adopted by a majority of the directors present at a meeting at which a quorum is present, may establish from among its members one or more special committees of the Board, for such purposes and with such powers as the Board may specifically delegate to them by resolution, except that no such committee or committees shall have or exercise the authority of the Board, the Executive Committee, or any other standing committee in the management of AIUSA. The members of any such special committee may be appointed by the Board or, with the consent of the Board, by the Chair.
A Nominating Committee shall be elected by the Board as provided in Article IX of these Bylaws.
The Board or members (as the case may be) present at a meeting at which a quorum is present, may create committees of the corporation, including task forces and steering committees, which shall consist of members and Board members ("AIUSA Committees"). AIUSA Committees shall have only the lawful powers specifically delegated to them, but no AIUSA Committee shall have or exercise the authority of the Board or any standing committee thereof in the management of AIUSA. Individuals shall be appointed to AIUSA Committees as specified in the operating rules of such AIUSA Committees. The provisions of these Bylaws applicable to officers generally shall apply to members of AIUSA Committees.
All appointments to major policy-making committees, as the Board shall determine, may be made to reflect regional representation.
Subject to the provisions of Section 10 of this Article VII, and unless otherwise specifically provided in the resolution designating the committee, each member of the Executive Committee or any other standing or special committee of the Board, or AIUSA Committee shall hold office until the meeting following the annual meeting of the Board following his or her appointment and until his or her successor is designated by the Board, or until his or her earlier death, resignation or removal.
Regular meetings of committees of the Board (other than the Executive Committee) and of AIUSA Committees may be held without notice at such times and places as such committees may determine from time to time by resolution. Special meetings of committees may be called by any member thereof or by the General Secretary upon the request of any such member, upon notice to members of the committee. Such notice shall state the time and place of the meeting and, except as otherwise specified in these Bylaws, may be given either seven (7) days prior to the meeting by first-class mail, postage prepaid, or twenty-four (24) hours prior to the meeting by telephone or telegram or hand delivery, in either case to each committee member at his address as it appears on the records of AIUSA. The notice of a meeting of a committee need not state the business proposed to be transacted at the meeting. Any member of a committee may waive notice of any meeting thereof by signing a waiver of notice either before or after the meeting, which notice shall be filed with the records of such meeting, or by attendance at such meeting.
Unless otherwise provided in these Bylaws or in the resolution designating a committee, one-half (1/2) of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof, and the vote of a majority of the members of a committee present at a meeting at which a quorum is present shall constitute action of the committee.
Any vacancy occurring on the Executive Committee or any other standing committee of the Board may be filled by resolution adopted by a majority of the entire Board. Any vacancy occurring on any special committee of the Board or AIUSA Committee may be filled by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present.
Any member of the Executive Committee or any other standing committee of the Board may be removed from the committee at any time, with or without cause, by resolution adopted by a majority of the entire Board. Any member of any special committee of the Board or AIUSA Committee may be removed from the committee by resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Any member of a committee may resign from the committee at any time by giving a written notice of resignation to the Board, to the Chair of the Board, or to the General Secretary. Unless otherwise specified therein, such resignation shall take effect as of the date specified in the notice. If no date is specified in the notice, such resignation shall take effect as of the earliest date the notice is hand-delivered to the Board, the Chair of the Board, or the General Secretary, or is postmarked.
All committees shall keep regular minutes of their proceedings. The minutes of committees of the Board shall be filed at AIUSA's principal office or such other place as the books and records of AIUSA are kept. The chairperson of each standing committee shall report any actions taken to the Board at the next meeting thereof held after the committee meeting. The chairperson of any other committee shall report any actions taken to the Board upon request by the Board.
The Board may elect anyone to a National Advisory Council or Leadership Council established for the purposes of supporting AIUSA and advising the Board. The term of office shall be specified in the organizing rules of such councils.
Regional subdivisions of AIUSA may be established by the Board to promote the active involvement of members from all geographical regions of the United States.
The membership of each region shall consist of the individual members who reside therein.
The Nominating Committee
shall, during the course of each year,
(a) recommend
to the Board candidates which the Board may nominate for election by the
membership to the position of director at the succeeding annual election;
(b) nominate
candidates to the Board for election by the Board to fill any Board vacancy to
be filled pursuant to Article IV, Section 4(b);
(c) nominate
to the Board candidates for election for delegates and alternates to
International Council meetings;
(d) recommend
to the Board candidates for election by the Board to membership on the
Nominating Committee; and
(e) take
such other actions as the Board may delegate to it from time to time.
The Board shall
(a) act
on recommendations of the Nominating Committee for the nomination of candidates
for director for election by the membership to three-year terms of office, or,
by two-thirds vote (2/3) of the directors present, (i) remove from further
consideration the names of such recommended candidates, and/or (ii) nominate
such other candidates as it sees fit;
(b) act
on any nominations by the Nominating Committee to fill vacancies on the Board
pursuant to Section 4(b) of Article IV, or, by vote of two-thirds (2/3) of the
directors present, elect such other candidates as it sees fit;
(c) act
on nominations by the Nominating Committee for the election of delegates and
alternates to the International Council Meeting, or, by majority vote of the
directors present, elect such other candidates as it sees fit;
(d) act
on recommendations of the Nominating Committee for the election of members of
the Nominating Committee, or, by majority vote of the directors present, elect
pursuant to Section 1 of this Article IX such other candidates as it sees fit;
(e) act
on nominations for the election of officers, or, by majority vote of the
directors present, elect such other candidates as it sees fit;
(f) act
on nominations to fill vacancies amongst the positions of officers occurring
during terms, or, by majority of votes of the directors present, elect such
other candidates as it sees fit; and
(g) act
on nominations to elect members of the Executive Committee, from among the
directors, to new terms and to fill vacancies, or, by a majority of the
directors present, elect such other members of the Executive Committee as it
sees fit.
Nominations of candidates for directors may also be made by a petition signed by one hundred (100) voting individual members of AIUSA, pursuant to procedures established by resolution of the Board of Directors. Only one (1) candidate for director may be nominated in any petition. Any member of AIUSA may also at any time submit to the Nominating Committee suggestions for recommendations or nominations to any elected position.
(a) All
directors shall be elected by a plurality of the votes cast by the voting
individual members present in person or represented by proxy at a Special
Meeting of Members for the election of directors (or at such other meeting as
is called for such purpose), to be held on such date and at such time and place
as shall be determined by the Board, but in no event shall such Special Meeting
of Members for the election of directors be held on a date earlier than fifteen
(15) days after the closing date of the AGM for that year. In the event of a tie-vote between
candidates for the only remaining director position to be filled, a coin toss
conducted by the General Secretary (or the officer of the election, if one is
designated pursuant to Article VI, Section 5(c)) shall determine which
candidate shall fill the director position as provided in the current edition
of Robert's Rules of Order. At
the Special Meeting of Members for the election of directors the members shall
elect directors of AIUSA and may vote on any other matters specifically
included in the notice of the Special Meeting of Members and proxy sent to all
members. Any vacancy occurring in the
Board of Directors and any newly-created directorships resulting from an
increase in the number of directors may be filled as set forth in Section 4 of
Article IV. Any vacancy occurring on
the Board as the result of a director having become ineligible to complete his
or her term under Article IX, Section 6(b) shall be filled as set forth in
Article IX, Section 5(b). As referred
to in these Bylaws, a vacancy on the Board shall be deemed to have occurred
upon the death, resignation or removal of a director, or upon the creation of a
vacancy by any other cause.
(b) A replacement director shall be the
candidate who received the highest number of votes of all defeated candidates
at the most recent Board election held prior to the date the replacement
director will begin serving out the remainder of the period until the next
meeting called for the election of directors. If more than one replacement director is required in a particular year,
the defeated candidates with the next greatest votes shall fill the
positions. In the event that no
defeated candidates are available to fill vacancies on the Board, the vacancies
shall be filled by vote of a majority of the directors then in office, regardless
of their number.
(c) Any
individual filling a vacancy pursuant to these Bylaws shall hold such office
until the next meeting held for the election of directors and not for the
duration of the unexpired directorship term created by such vacancy. At the next meeting held to elect directors,
the individual receiving the seventh highest number of votes will be elected
for an abbreviated term equal to the number of years otherwise remaining in the
term of the directorship position that initially was vacant. If more than one abbreviated term must be
filled due to a vacancy, the individual(s) receiving the next highest number of
votes (starting with the seventh highest overall vote total) will fill each of
the vacant directorships until all abbreviated terms are filled (with the
individual receiving the highest voting totals receiving the lengthiest
abbreviated term available.)
(a) There
shall be three classes of directors, each class consisting of six (6)
directors. Subject to Section 5(c) of
this Article IX, the term of office of each class shall be three (3) years and
shall expire in successive years. The
terms of office of each director up for re-election shall expire at the time of
the meeting called for the election of directors. Except as otherwise provided in Section 6(b) of this Article IX,
each director shall hold office until the morning of the second day of the
regular meeting of the Board of Directors next following the election of new
directors and until his or her successor is elected or appointed or qualified,
or until his or her earlier death, resignation, or removal. If a director has filled a vacancy pursuant
to these Bylaws, and has served in that capacity for more than eighteen (18)
months, that shall be treated as a full term for the purpose of term
limitations as outlined in Article IV, Section 2. If a director has filled a vacancy pursuant to these Bylaws, and
has served in that capacity for less than eighteen (18) months, that shall not
be treated as a full term for the purposes of term limitation. In no case will a director serve more than 7½ consecutive years.
(b) No
director who has served six (6) consecutive years or two (2) consecutive terms,
as defined above, on the Board of Directors may be re-elected or appointed to
the Board until at least three (3) years subsequent to the completion of his or her sixth consecutive year, or
second consecutive term, as the case may be, of service on the Board. For
purposes of this Section 6, a Board member shall not be considered to have
served a year on the Board unless such member has served a full twelve (12)
months. If a Board member who was
serving as a director on October 2, 1994, has served six (6) consecutive years
on the Board, but has not completed his or her current term, such Board member
shall be replaced by a replacement director as set forth in Section 5(b) of
this Article IX who will serve until the next meeting called for the election of
directors.
(c) No
individual who has served as a regular compensated staff member of AIUSA may be
elected or appointed to the Board until at least three (3) years after the
termination of employment of the individual as a regular compensated staff
member of AIUSA. An individual who is
not a regular compensated staff member, but who has an application pending with
AIUSA for a position as a regular compensated staff member of AIUSA may not be
elected or appointed to the Board during the pendency of such application or
until at least one (1) year after a final determination is made by AIUSA
regarding such application.
(d) No
individual who currently is serving, or who at any time during the preceding
one (1) year period was serving, in an elected position or in an executive
position (as determined by the Board) in the federal or state government may be
elected or appointed to the Board. No
individual who currently is employed, or who at any time during the preceding
one (1) year period was employed, by the United States Congress or comparable
state legislative body may be elected to the Board. Any current member of the Board who, by virtue of this Section
6(d), would not be eligible for election or appointment to the Board, shall
resign from the Board.
Subject to specific provisions of these Bylaws, these Bylaws may be amended, repealed or altered in whole or in part by a two-thirds (2/3) vote of the members of the Board who are present at any meeting called for that purpose, provided, however, that at least one-half of the incumbent members of the Board shall vote in favor of any such amendment. Notice of the substance of the proposed change shall be mailed to the last recorded address of each director at least ten (10) days before the meeting which is to consider the change. These Bylaws may also be amended at the AGM by a two-thirds (2/3) vote provided that such an amendment has been passed by a regional conference and the full text of the amendment has been distributed to the members with the notice of the meeting.