Amendment 1: Board of Directors Eligibility Criteria:
Article 4., Section 2. Number, Tenure and Qualifications. The Board shall consist of the President, Vice President, Treasurer, Secretary, Immediate Past President, Chief Executive Officer, and a minimum of 13 and a maximum of 18 regular Directors, as determined from year to year by the Board. The elected officers shall hold office for a one-year term; the regular directors shall hold office for a two-year term. Each director shall be a current regular member of NAELA and shall have been a regular member of NAELA for at least two years prior to the nomination and appointment as a director or election as a director, as the case may be as of January 1 of the year in which their term begins. Each director shall hold office from June 1 until May 31, or until his or her successor shall have been selected and qualified, if later.
Rationale:
The current eligibility requirement provides that an individual must have been a regular member of NAELA for at least two years prior to "nomination and appointment as a director or election as a director, as the case may be." The terms "nomination" and "appointment" are not clearly defined in the Bylaws and may be subject to differing interpretations. While Section 7 (Nomination and Election) of the Bylaws requires the Nominating Committee to submit its selection of nominees to the Board of Directors at least 45 days before the annual meeting, the provision does not establish a specific date on which a nomination or appointment occurs.
The proposed amendment replaces this ambiguous standard with a clear and objective eligibility date: January 1 of the year in which the director's term begins. This change provides certainty for applicants, the Nominating Committee, the Board of Directors, and staff; ensures all applicants are evaluated using the same standard; and simplifies verification of eligibility.
The amendment does not change the substantive requirement that directors be regular members for at least two years. Rather, it clarifies when that requirement must be satisfied and promotes a fair, transparent, and consistently administered nomination process.
