
In accordance with the bylaws, the Board of Directors of APBA shall be composed of not less than eight nor more than fifteen directors. These directors shall be appointed or elected by the following means.
1. The Chief Executive Officer serves as an ex officio Director without voting authority.
2. Any terms that become vacant and are not appointed as described in our Bylaws shall be elected by the professional members of the Corporation. All Directors elected under this provision must be professional members of the Corporation in good standing.
3. Each Director shall serve a three-year term, which may be renewed one time. After a Director has served two consecutive three-year terms, that individual shall refrain from serving on the Board of Directors for at least one year. Terms may be decreased or lengthened as may be necessary to
implement the staggering of terms by the Board of Directors or to enable a Director to complete a term as an Officer.
4. Except for a vacancy caused by expiration of a term and except for the position of Past President, the Board of Directors shall fill the vacancy in a position of an officer or Director by a majority vote of the Board of Directors at a meeting at which a quorum is present. An individual elected under this Section shall serve the remainder of the unexpired term of office or until his or her successor is elected or appointed. An individual filling a Director vacancy at the Board’s request for a term equal or less than 365 days shall not be considered to have fulfilled a term. An individual filling a vacancy for a period of 366 or more days shall be considered to have fulfilled a full term on the Board and is only eligible to serve one additional subsequent term as a Board member.
5. A Director who is a member of the Nominating Committee shall recuse him/herself from any Nominating Committee activities in which s/he is, or may be, a nominee or candidate for a position under consideration by the committee. However, should the Director be a candidate on the final elections slate voted on by members, s/he may vote in the election.
No later than April 15 of each calendar year, the Board of Directors shall review seats on the Board that will become open as of September 1 and determine how many of those seats shall be filled and appointed by the current Board, and nomination and election by professional members of APBA).
The Executive Committee shall provide recommendations to the Nominating Committee regarding bylaws-required and desirable characteristics of prospective nominees that would help ensure the Board of Directors represents the membership as closely as possible. The recommendations shall be conveyed to the Nominating Committee and Chief Executive Officer by May 30, and the required and desirable characteristics shall be included on nomination forms prepared by the Chief Executive Officer.
When a position is open due to a director vacancy, expiration of a term, or creation of a new seat, the Nominating Committee, assisted by the Chief Executive Officer, shall solicit nominations from current professional members of APBA by electronic mail.
Each nomination must be submitted on the nomination form, include a general description of the qualifications of the nominee and an attestation that the nominator has confirmed the nominee’s willingness to serve, and be accompanied by an electronic copy of the nominee’s CV. Self-nominations shall be allowed. Incomplete or late nominations shall not be considered. The solicitation of nominations shall be completed by June 7.
The Chief Executive Officer shall check the membership status of each nominee. Only nominees who are current members of APBA shall be verified for potential candidacy. The Nominating Committee shall evaluate the resulting nominations, considering the requirements of the bylaws and the recommendations of the Executive Committee and using procedures developed by the Committee Chair.
The Nominating Committee or Chief Executive Officer shall instruct each nominee to submit a short biography and a written statement of interest, including information related to:
Contributions to the practice of ABA
Experience on other boards of directors, if any
Availability for meetings, committee assignments, and other duties
Primary interests related to APBA
APBA reserves the right to condense or summarize candidate’s materials.
The Nominating Committee shall prepare a slate of candidates to be presented to the Board of Directors. The slate shall consist of two nominees for each Board seat to be filled by this mechanism. The slate shall be presented to the Directors by July 7.
By July 30, during a meeting in which a quorum of voting Directors is present, the Board shall vote on the slate of candidates recommended by the Nominating Committee.
When a slate of candidates has been approved by the Board, the Chief Executive Officer shall arrange for an election by voting members. The election shall be conducted via electronic means. Voting members shall be instructed to vote for one candidate for each seat. The candidate(s) who receive(s) a majority of votes shall be elected to the Board. The election shall be completed by August 15.
Upon completion of the election, the Chief Executive Officer shall inform the Board of Directors of the results. The Nominating Committee or Chief Executive Officer shall notify new Directors of their election and send electronic letters of appreciation to all other nominees. Notifications shall be completed by August 30.
Newly elected/appointed Directors shall attend the next meeting of the Board of Directors. Their official term starts on September 1st.
Timeline
