Resolution:Amending Bylaws Article V, Section 2 and Committee Charters on the Terms of Officers and Committee Chairs

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Resolutions Resolution: Amending Bylaws Article V, Section 2 and Committee Charters on the Terms of Officers and Committee Chairs Errors?
This resolution was approved on July 10, 2019.


Whereas, the Board of Trustees wishes to appoint Trustee officers and committee chairs for three-year terms to (a) enable leadership continuity, (b) benefit from the experience gained by Trustees who have served as an officer or committee chair rather than losing them after a single year, and (c) facilitate ownership of ongoing initiatives; and

Whereas, at the same time, the Board wishes to retain the option of electing an officer or committee chair in instances where that Trustee’s term on the Board of Trustees will expire prior to the conclusion of a three-year appointment as an officer or committee chair;

Now, therefore, be it:

Resolved, that Article V, Section 2 of the Bylaws is amended to read as follows:

The Trustee officers shall be elected for three-year terms of office by majority vote of the Board and such terms shall automatically renew and continue until replaced by a majority vote of the Board or resignation. Notwithstanding the foregoing, the Board may choose to elect as an officer a Trustee whose current term will expire prior to the conclusion of such a three-year appointment. The non-trustee positions of Executive Director, Treasurer, and Secretary shall be Board appointed positions and such terms shall continue until replaced by a majority vote of the Board or resignation.

Resolved, that the Charter of the Board Governance Committee is amended to read as follows:

The Board shall appoint at least two trustees to serve as Committee members. The Board may also appoint one or more additional trustees to serve as alternate Committee members to act in the place and stead of any absent Committee members. The Board shall appoint one trustee to serve as Committee Chair for a term of three years of office and such terms shall automatically renew and continue until replaced by the Board or resignation. Notwithstanding the foregoing, the Board may choose to elect as a Committee Chair a Trustee whose current term will expire prior to the conclusion of such a three-year appointment. Committee appointments are for a term of one year; however, they shall automatically renew for additional one-year terms unless the Committee member is replaced or terminated by a majority of the Board.

Resolved, that the Charter of the Board Human Resources Committee is amended to read as follows:

The Board shall appoint at least two trustees to serve as committee members (the “regular Committee members”). The Board may also appoint one or more alternate trustees to serve as alternate Committee members. The Board shall appoint one trustee to serve as Committee Chair for a term of three years of office and such terms shall automatically renew and continue until replaced by the Board or resignation. Notwithstanding the foregoing, the Board may choose to elect as a Committee Chair a Trustee whose current term will expire prior to the conclusion of such a three-year appointment.

Resolved, that the Charter of the Board Audit Committee is amended to read as follows:

The Board shall appoint at least two trustees to serve as Committee members (the “regular Committee members”). The Board may also appoint one or more additional trustees to serve as alternate Committee members to act in the place and stead of any absent regular Committee members. The Board shall appoint one trustee to serve as Committee Chair for a term of three years of office and such terms shall automatically renew and continue until replaced by the Board or resignation. Notwithstanding the foregoing, the Board may choose to elect as a Committee Chair a Trustee whose current term will expire prior to the conclusion of such a three-year appointment. The Board shall appoint as a regular Committee member at least one trustee who is both independent and is financially literate. Committee appointments are for a term of one year, however they shall automatically renew for additional one year terms unless replaced or terminated by majority of the Board.
Approve
Maria Sefidari (Chair), Christophe Henner (Vice Chair), James Heilman, Nataliia Tymkiv, Raju Narisetti, Esra'a Al Shafei, Jimmy Wales, Tanya Capuano, and Lisa Lewin
Oppose
Dariusz Jemielniak

References