Title: LEADERSHIP SUCCESSION Date of adoption: 07/31/07 Effect date: 05/01/09 Policy Number: 5.1 Policy Category: 5 Policy.

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Title: LEADERSHIP SUCCESSION Date of adoption: 07/31/07 Effect date: 05/01/09 (date of approved Board Meeting/Minutes) (Immediate, unless specified) Policy Number: 5.1 Policy Category: 5 (assigned by secretary) (assigned by secretary) Policy. 1.0 EXECUTIVE SUMMARY...2 2.0 ANNUAL ELECTIONS...2 2.1 THE ELECTIONS PROCESS...2 2.2 CHAPTERS-IN-FORMATION RECOGNIZED AS CHAPTERS...6 3.0 CHAPTER BOARD VACANCIES...6 3.1 APPLICATION OF THE APPOINTMENT PROCESS FOR ALL CHAPTER BOARD OFFICERS EXCEPT CHAPTER PRESIDENT...6 3.2 APPLICATION OF THE APPOINTMENT PROCESS IN THE CASE OF THE CHAPTER PRESIDENT...8 4.0 APPENDICES...11 APPENDIX A ANNUAL ELECTIONS TIMELINE...12 APPENDIX B NOMINATION GUIDELINES AND HELPFUL INFORMATION...15 APPENDIX C ANNUAL ELECTION ADMINISTRATION...17 APPENDIX D BALLOTING...19 1.0 Executive Summary This policy on leadership succession (the Policy ) addresses nominations, ballots, elections and appointments. Unlike traditional election documents, this policy addresses more than just elections and provides for a self-perpetuating succession of leaders. The leadership succession system, as captured primarily by this policy with the support of the Bylaws, and those policies addressing the roles and responsibilities of the National Board of Directors and subsidiary Boards, takes into consideration some natural attributes of our association membership. Our membership consists of MBA, MBA equivalent professional and student members, as well as other individuals who support the mission and goals of NSHMBA. That alone denotes certain dynamics. Our members like to lead, they want to lead and they have the basic skills necessary to lead. The leadership succession system for this association is akin to the gradual progression of a US politician from a local city council position to county, state and national leadership positions. Volunteer board leaders begin their philanthropic career at the chapter level. Chapter board leaders inclined to continue in the association, advance in their philanthropic career based on their self-motivation and the support of their constituents. Chapter board leaders that wish to continue to the National Board of Directors have gained experience in board governance and a history of the association, and in addition to their inherent professional skill set are now strong candidates to serve in a national capacity. Ongoing leadership training and programing is provided to these individuals to assist in preparation for national board service This unique leadership succession system has proven advantageous to the development of the association. It is fair across every chapter and region and

provides a fair opportunity for any eligible member to advance to the National Board of Directors. The association does not maintain a succession plan in the traditional sense. The more commonly known succession plans focus on the advancement of individuals up through the levels of leadership. In review of various succession models, it was determined that the average succession planning mechanism often creates unwanted side-effects such as distrust, favoritism, personal agendas, etc. Our association can be proud of its leadership succession system. This policy allows for ethical and legal elections of its leaders. It provides an equitable opportunity for members interested in leading. 2.0 Annual Elections 2.1 The Elections Process 2.1.1 The annual elections process, which includes the nominations, balloting and voting processes, is conducted online. Elections-related material and access is via the official NSHMBA web-site (www.nshmba.org) for eligible members. 2.1.1.1 The Annual Elections Cycle (the Cycle ) shall be defined as the period of time between the start of the nominations process and the conclusion of elections, including run-offs. At present, therefore, the Cycle shall run from the first week in August until approximately the third week in September. 2.1.2 NSHMBA incorporates both a self-nomination process and third-party nominations process that maximizes the number of nominees that participate and, subsequently, the number of candidates pursuing elected positions. Regular NSHMBA members, including MBA equivalent student members, wishing to nominate themselves or another Regular member for an elected position are directed to the official NSHMBA web-site for information and instructions concerning this process. The NSHMBA Elections Coordinator will review the qualifications of all nominees to determine their ability participate in the election process. Any questions or concerns about the eligibility of an individual nominee may be referred to the NSHMBA Elections Committee for clarification or further action. 2.1.3 The annual elections process must be professional, equitable, a matter of record and conform to all applicable laws and statutes. Persons who contribute to any situation that would not lead to this end result are subject to severe penalties that may include banishment from NSHMBA and forfeited dues. The following list identifies some potential areas of unethical election behavior: breach of confidentiality regarding process or results tampering with election process/results slanderous statements and behavior

deliberately falsifying information improper campaigning techniques, i.e. coercion, remuneration, deals engaging in illegal behavior and/or knowingly violating applicable laws This list is by no means complete. The National Board has the discretion of reviewing all aspects of the elections process and making the final determination on what is unethical or inappropriate behavior, and what the corresponding penalties should be. 2.1.4 All issues related to the Annual Elections will initially be referred to the NSHMBA Elections Committee for investigation, recommendation and perhaps simple resolution. The National Board of Directors will consider issues for resolution from the NSHMBA Elections Committee as introduced at a proper meeting (regular or special) with background and recommendations. E-mail should not be used in lieu of a proper meeting for effective communications, whether at the Committee or Board level, unless circumstances prohibit otherwise. Meeting via teleconference is acceptable, and is the preferred method for the National Board of Directors to consider and act upon the recommendations of the Elections Committee. 2.1.4.1 The charter and structure of the NSHMBA Elections Committee can be found in NSHMBA Policy No. 4.3.2. 2.1.5 Incumbents, while still serving their elected term obligations, may seek another office. Those leaders that were appointed to office must be nominated or self-nominate and be re-elected during the current Cycle in order to continue serving in their respective positions beyond the end of the calendar year. Those that were appointed to office after the conclusion of the Cycle must be reappointed in accordance with relevant provisions of the NSHMBA Bylaws or this Policy in order to continue serving in their role beyond the end of the calendar year. The intent of this requirement is to allow for leadership succession without any penalties or procedural obstacles. 2.1.5.1 Should the elected incumbent be voted into another office, the incumbent's original seat becomes vacant and is subject to appointment in accordance with NSHMBA s Bylaws or per Section 3 of this Policy as applicable. 2.1.5.2 Elected incumbents not voted into another office, the incumbent's original seat remains occupied for the length of their elected term obligations. 2.1.6 Special Exceptoin for appointed offciers without MBAs 2.1.6.1 Currently appointed officers that do not have an MBA or MBA equivalent degree (Associate Members) are eligible to run via the formal election process but only for the position which they currently hold by

appointment 2.1.7 Additional Points for Clarification 2.1.7.1 Regarding procedure, this Policy will follow in order: a) NSHMBA's Bylaws, b) the NSHMBA Policy Manual, and c) Robert's Rules of Order Newly Revised, current edition. 2.1.7.2 Platforms are required for nomination. Candidates are required to post platforms on the NSHMBA elections web site. Within certain limitations, the posting of platforms or bios on the NSHMBA web site will be the only official form of campaigning that is allowable as part of the elections process. Specific guidelines on campaigning by nominees can be found in NSHMBA Policy No. 5.1.1. 2.1.7.3 NSHMBA will strive to provide appropriate online support of interested candidate members. The NSHMBA Elections Committee shall provide for an annual elections web-page to include a copy of this Leadership Succession Policy and other relevant policies, a posting of nominees as approved based on criteria cited, a message board for posting platforms and opportunity for electronic interaction. 2.1.7.4 Elected Officers shall serve from January 1st to December 31st. 2.1.7.5 Residency Requirements 2.1.6.5.1 In the case of chapters, members may only belong to one chapter for nomination, balloting, elections, appointment et. al. NSHMBA members may only be affiliated with one chapter. Chapter officers permanently relocating outside of the chapter's jurisdiction shall have their resignation automatically tendered and accepted. Informally, chapter members may receive news, e-mail and other such matters from other chapters of interest, and such like practices are outside the scope of this policy. 2.1.7.6 Certain appointments to Chapter Boards may be extended in accordance with Section 3.0 of this Policy. 2.1.6.6.1 An appointed member can be reappointed to continue serving in the same position no more than one (1) time. 2.1.8 Term of office. 2.1.7.1 Term requirements for Chapter Board Officers shall be as set forth in NSHMBA Policy No. 5.2. 2.2 Chapters-In-Formation recognized as Chapters

2.2.1 On a regular basis, typically once a year, the incumbent National Board of Directors votes to confirm or deny the petition by any then-current Chapter-In- Formation (CIF) for Chapter status recognition. In the case that the petition is approved by the National Board of Directors, the newly-formed Chapter Board may be filled by nomination and election from the pool of CIF Steering Committee members for the transition year, which is considered to be the first year of full chapter status. CIF Steering Committee members, at their discretion, may pursue other fair and equitable means to fill the Chapter Board for the transition year as long as the resulting actions and outcomes are properly recorded in the minutes of a regular or special Chapter Board meeting. If the CIF Steering Committee is not able to fill all the positions of the new Chapter Board, it is recommended to expand the election process and accept nominations from the local general membership. Issues arising from these processes will be initially handled by the NSHMBA Elections Committee. This Policy will not address the case in which a CIF petition for Chapter status recognition is not approved by the National Board. 2.2.2 At the start of the NSHMBA elections process during the transition year, all positions on the Chapter Board will be posted for self-nominations and third-party nominations, and opened for elections in accordance with this Policy. The incumbent Chapter Board at this time should encourage local members to selfnominate and submit third-party nominations, thereby maximizing the number of nominees that participate for any Chapter leadership roles that are of interest and for which they are qualified. 3.0 Chapter Board Vacancies 3.1 Application of the Appointment Process for all Chapter Board Officers except Chapter President The following process is to be followed to fill all Chapter Board vacancies except for a vacancy in the office of Chapter President: 3.1.1 The corresponding Regional Representative must be notified of the vacant positions in writing by the incumbent Chapter President or Acting Chapter President within three (3) days after the effective date of the vacancies. The Regional Representative will assist the chapter in fulfilling its duties under this Policy with the goal of filling all vacancies, and shall report to the National Board as required. 3.1.2 The appointment process must be fully documented and all appointments must be recorded in the minutes of a regular or special meeting of the Chapter Board. 3.1.3 Chapters have several options for filling vacancies on the Chapter Board

which must be considered in the following order: 3.1.3.1 Reassignment of Incumbent Chapter Officers The Chapter may, within ten (10) days after the effective date of the vacancies, reassign existing chapter officers to fill other vacant Chapter Board positions for which they are eligible. This procedure, which requires a 2/3 ( two-thirds ) vote of approval by the incumbent Chapter Board, may be used to fill any vacancy on the Chapter Board except the position of President, but it is especially important for filling vacancies in the other Chapter Executive Committee positions namely, Executive Vice President, Treasurer and Secretary. Appointment by reassignment is valid through the end of the calendar year. The results must be communicated to the Regional Representative and the local chapter members as soon as possible. If no incoming chapter officers have been elected to fill the previously vacant positions then the incoming Chapter Board may, following a 2/3 vote of approval taken on or after January 1, extend the reassignments through the end of the coming year. In such a case, the reassigned officers are encouraged to seek formal candidacy for the positions during the next Cycle. 3.1.3.2 Interim Appointment of Incoming Chapter Officers If the Chapter Board decides not to reassign any existing chapter officers in accordance with 3.1.2.1 above and if vacancies exist after the conclusion of the next Cycle, then the incumbent Chapter Board may, within ten (10) days after the Cycle and following a majority vote of approval, appoint incoming officers elected to the then-vacant positions to fill those positions on an interim basis through the end of the calendar year. The results must be communicated to the Regional Representative and the local chapter membership as soon as possible. At the end of the current calendar year, the interim appointments will end and the newly elected officers will begin the terms of their offices at the start of the new calendar year. 3.1.3.3 Appointment via Nomination Chapter Board vacancies that are not filled either by reassignment of incumbent officers or interim appointment of incoming officers must be filled by appointment of eligible chapter members. The entire local membership must be notified of the vacant positions in writing within fifteen (15) days after the effective date of the vacancies. This notification must provide instructions for eligible members interested in being considered for appointment to send a one-page (recommended) biography/platform statement to a designated member of the incumbent Chapter Board with an appropriate deadline. It should be noted that Regular members are eligible for appointment to any Chapter Board position, and Associate members are eligible for appointment to any Chapter Board position except President and Executive Vice President.

At the next proper meeting of the incumbent Chapter Board (regular or special) after the appropriate deadline, the biographies/platforms are reviewed and voted upon by the Chapter Board Officers present at the meeting. The appointment(s) will be based on majority vote of those incumbent Chapter Board Officers present at the meeting. In case of a tie, the President Emeritus of the incumbent Chapter Board may cast the deciding vote for the appointment(s). This meeting and the resulting vote by the Chapter Board must be completed within thirty (30) days after the effective date of the vacancies. If there are no applicants for appointment to a vacant position, the incumbent Chapter Board in committee may nominate for appointment an eligible member in good standing for each remaining position. If the nominee accepts, the appointment is introduced and may be ratified at the next proper meeting (regular or special) of the Chapter Board. This meeting and the resulting ratification of the nominees must be completed within forty-five (45) days after the effective date of the vacancies. If at least one eligible member submits their biography/platform for consideration for a vacant position, then that position must be filled even in the case that a sole applicant is appointed by default. The latter applies except for unusual circumstances such as evidence of extreme incompetence, ethical violations, non-compliance with NSHMBA policies and procedures, and other criteria in the same vein. Documentation of these allegations must be sent to the National Secretary for review by the NSHMBA Elections Committee. Under no circumstances can an applicant be informed of denial under this scenario without prior approval from the National Board of Directors. 3.1.3.4 Regional Representative Intervention If one or more vacancies remain at the conclusion of the appointment process outlined herein, then the corresponding Regional Representative may conduct an additional search for eligible candidates within the chapter. The Regional Representative may, at his or her discretion, request the assistance and/or guidance of an impartial National Board Director during this process. Upon recommendation by the Regional Representative of eligible and interested candidates, the Chapter Board shall be required to vote on the candidates within ten (10) days during a regular or special board meeting. Candidates will be appointed based on a majority vote of the Chapter Board. 3.2 Application of the Appointment Process in the case of the Chapter President Due to the critical role of the President as the face of the local chapter to its members, partners and the community, it is imperative that any vacancy occurring in this position, either by reason of removal or resignation, be filled as soon as possible. Chapters that continue to operate over an extended period

of time without an elected or appointed Chapter President not only impair their own ability to grow and succeed in their stated mission, but also run the risk of being placed on probation by NSHMBA or, in the extreme, of losing their chapter status. The following process must be followed to fill a vacancy occurring in the position of Chapter President: 3.2.1 The Executive Vice President assumes the additional role of Acting Chapter President effective immediately upon a vacancy in the Presidency. The Acting Chapter President/Executive Vice President is only allowed one (1) vote on the Chapter Board and retains this dual role until a new Chapter President is selected either via appointment or as an outcome of the elections process. 3.2.2 The corresponding Regional Representative and the National Office must be notified of the vacancy in writing by the Acting Chapter President within three (3) days after the effective date of the vacancy. The Regional Vice President will assist the chapter in fulfilling its duties under this Policy with the goal of filling the vacancy, and shall report to the National Board as required. 3.2.3 The appointment process must be fully documented and all appointments must be recorded in the minutes of a regular or special meeting of the Chapter Board. 3.2.4 Chapters have several options for filling vacancies on the Chapter Board which must be considered in the following order: 3.2.4.1 Appointment via Automatic Succession of the Executive Vice President The Chapter may, within five (5) days after the effective date of the vacancy, approve the automatic succession of the incumbent Executive Vice President. This procedure, which requires a 2/3 ( two-thirds ) vote of approval by the incumbent Chapter Board, must be communicated to the Regional Representative, National Office and local membership as soon as possible. Appointment via succession is valid through the end of the calendar year. If there is no incoming, elected Chapter President then the incoming Chapter Board may, following a 2/3 vote of approval taken on or after January 1, extend the appointment through the end of the coming year. In such a case, the appointee is encouraged to seek formal candidacy for the position of Chapter President during the next Cycle. 3.2.4.2 Interim Appointment of Incoming Chapter President If the Chapter Board decides not to appoint the incumbent Executive Vice President via automatic succession and if the vacancy in the Presidency exists after the conclusion of the next Cycle, then the incumbent Chapter Board may, within ten (10) days after the Cycle and following a majority

vote of approval, appoint the incoming President to fill the current vacancy on an interim basis through the end of the calendar year. The appointment must be communicated to the Regional Representative, National Office and local membership as soon as possible. At the end of the current calendar year, the interim appointment shall end and the newly elected President will begin the term of his/her office at the start of the new calendar year. 3.2.4.3 Appointment via Nomination A vacancy in the Presidency that is not filled either by succession of the Executive Vice President or interim appointment of the incoming Chapter President must be filled by appointment of eligible chapter members. The entire local membership must be notified of the vacancy in writing within fifteen (15) days of the effective date of the vacancy. This notification must provide instructions for eligible Regular members interested in being considered for appointment to send a one-page (required) biography/platform statement to a designated member of the incumbent Chapter Board with an appropriate deadline. Copies of all biographies or platforms received must be provided to the Regional Representative. At the next proper meeting of the incumbent Chapter Board (regular or special) after the appropriate deadline, the biographies/platforms are reviewed and voted upon by the Chapter Board Officers present at the meeting. The Regional Representative shall be invited to participate in this meeting, either in person or via teleconference, and is free to ask any questions and provide his/her opinions or recommendations regarding the nominees under consideration. The Regional Representative shall not have a vote in making the final selection. The appointment will be based on a majority vote of the Chapter Board Officers present at the meeting. In case of a tie, the vote must be retaken until a clear winner emerges. This meeting and the resulting vote by the Chapter Board must be completed within thirty (30) days after the effective date of the vacancy. If at least one eligible Regular member submits their biography/platform for consideration for appointment to the Chapter Presidency, then that individual must be appointed by default. This condition applies except for unusual circumstances such as evidence of extreme incompetence, ethical violations, non-compliance with NSHMBA policies and procedures, and other criteria in the same vein. Documentation of these allegations must be sent to the Regional Representative and the National Board Secretary & Legal Compliance Officer for review by the NSHMBA Elections Committee. Under no circumstances can an applicant be informed of denial under this scenario without prior approval from the National Board of Directors. If there are no applicants for appointment to the Chapter Presidency, the incumbent Chapter Board in committee may nominate for appointment an eligible Regular member in good standing. If the nominee accepts, the

appointment is introduced and may be ratified at the next proper meeting (regular or special) of the Chapter Board. This meeting and the resulting ratification must be completed within forty-five (45) days after the effective date of the vacancy. 3.2.4.4 Regional Representative Intervention If a vacancy in the Chapter Presidency persists after the conclusion of the appointment process outlined herein, then the corresponding Regional Vice President may conduct an additional search for eligible candidates within the chapter. The Regional Representative may, at his or her discretion, request the assistance and/or guidance of an impartial National Board Director during this process. Upon recommendation by the Regional Representative of eligible and interested Regular members, the Chapter Board shall be required to vote on the candidates within ten (10) days during a regular or special board meeting. The appointment will be based on a majority vote of the incumbent Chapter Board. 4.0 Appendices Appendix A Annual Chapter Elections Timeline Appendix B Nominations Guidelines and Helpful Information Appendix C Annual Elections Administration Appendix D Balloting Appendix A - Annual Chapter Elections Timeline The Committee has the responsibility to define the timeline for each election. The schedule provided below is a suggested model of milestones and dates. July 20th National Board of Directors to sanction NSHMBA Elections Committee to commence the elections process for the upcoming year. NSHMBA Elections Committee to request National Office to send a postcard via electronic and/or postal mail to membership announcing upcoming elections to ensure addresses are updated. NSHMBA Elections Committee to submit to the National Board for their review a complete list of open positions for Chapter Board positions. DEADLINE July 30th NSHMBA Elections Committee to complete publishing open Chapter Board positions for upcoming elections. NOMINATIONS Open: Third-party nominations and self nominations are submitted to Elections Headquarters for

open Chapter Board positions. DEADLINE August17th August 20th DEADLINE August 21st NOMINATIONS Close: Deadline for submittal of third-party nominations and self-nominations to Elections Headquarters. NSHMBA Elections Committee closes nomination polls. NSHMBA Elections Committee deadline to complete qualification checks. POLLS OPEN - NSHMBA Elections Committee to send out ballots for National, Regional and Chapter elections. NSHMBA Elections Committee to report status of elections process at the August Regular Meeting of the National Board of Directors. DEADLINE August 31st September 3rd POLLS CLOSE - Entire Voting Membership deadline to submit completed ballots to Election Headquarters for open Chapter Board positions. NSHMBA Elections Committee to notify the National Board of Directors and all candidates of the Chapter election results via e-mail. Issues or questions, if any, will be resolved at a Special Meeting (conference call) of the National Board. NSHMBA Elections Committee to commence Chapter Runoff processes, if required. DEADLINE September 6th NSHMBA Elections Committee to request National Office to post Chapter Election Results on the Web and insert announcement in the BottomLine. NSHMBA Elections Committee to report status of elections process at the September Regular Meeting of the National Board of Directors. DEADLINE September 11th Entire Voting Membership deadline to submit completed ballots to Election Headquarters for remaining Chapter runoff positions.

DEADLINE September 14th September 17th October 4th-6th January 1st NSHMBA Elections Committee to notify the National Board of Directors and all candidates of the Chapter Election Results via e-mail. Issues or questions, if any, will be resolved at a Special Meeting (conference call) of the National Board of Directors. NSHMBA Elections Committee to request National Office to post Chapter Election Results on the Web and insert announcement in the BottomLine. NSHMBA National Conference All Elected Chapter Officers assume their office.

Appendix B Nomination Guidelines and Helpful Information Section 1. General. The nomination process is conducted online. When the nomination process is opened, you may submit a nomination or self-nomination for only one position. After the nomination has been received, declared eligible and posted, any additional nominations are invalid. If a second or subsequent nomination or self-nomination is submitted for a different position on behalf of or by the candidate, that member will be contacted about the oversight. The member will have the choice to keep the initial nomination or to withdraw the nomination. If the initial nomination remains, there is no effect and the process continues as if there was not a subsequent submission. If the nomination is withdrawn, any subsequent nominations are invalid. This point is critical in matters of ethics and integrity. If the nominee does not make a timely decision on withdrawing the subsequent nomination, the initial nomination shall remain in effect and the subsequent nomination declared invalid. Only in the case that the nomination is posted and the elections committee later determines an error in the member's eligibility, will the member have the opportunity to re-submit a nomination or self-nomination in a timely manner. Section 2. Chapter Officers. Summary interpretation of Bylaws and policies for ease of review and consideration. Officers of Chapter Boards must be or have been a Regular or Associate Member of the Corporation for the past twelve (12) months in good standing. Additionally, Chapter Presidents and Chapter Executive Vice-Presidents must be or have been a Regular Member of the Corporation for the past twelve (12) months in good standing. Section 5. Additional Notes. 5.1 In language that states the number of months as a prerequisite, this is interpreted to mean that prior to officially assuming office and in most cases that is January 1 for elections, the eligible member shall by that date have the prerequisite met, otherwise that member is ineligible to hold the office. 5.2 Associate Members shall be persons interested and supportive of the Corporation s purpose and mission, who have a current status with respect to fees for Associate Membership, are of good character, and who are in good standing with the Corporation. Associate Members are not eligible to nominate for elections, vote for elections nor run for elections. However, Associate Members are eligible to hold a chapter office, with the exception of Chapter President and Executive Vice-President, but only by appointment. Additionally,

undergraduate student members shall be considered as Associate Members. Appendix C Annual Election Administration Section 1. General. This the general flow for the annual elections of the association. Normal Election Cycle Nominate/Self-nominate Qualify Ballot Vote Tally Canvass Announce Run-off cycle (where necessary and repeat as necessary) Ballot Vote Tally Canvass Announce Section 2. Administrative details as a matter of lessons learned and process information. The nomination process is conducted online with the coordination of our web provider. Nomination submittals are electronically sent to the Elections Coordinator (EC), Third Party Auditor and our Internet service provider (ISP). The same information is transmitted to three separate computers as a matter of process integrity and contingency planning. The submittals sent to the CPA and ISP are held without action and retained for audit purposes. The submittal to the EC is acted upon. After a nomination is submitted, an e-page is surfaced alerting the nominee that they are expected to receive a confirmation within five (5) working days announcing their positive qualification. The note shall also state that if confirmation is not received within five (5) working days, that the person is responsible for following up directly with the EC. Additionally, during those five (5) working days if the submittal is determined to be invalid or the person is determined to be an ineligible member, that person shall be notified within the five (5) working days in order to seek clarification and obtain a positive resolution at the earliest stage in the nomination process. Provided that the person is an eligible member and the submittal is a valid nomination, the nominee's name shall be posted on the online elections matrix. It is recognized that after a nominee's name is posted, a challenge by a third party may be made to the EC regarding the nominee's membership eligibility or submittal validity. In such cases, the EC will address the matter either individually or by referring the matter to the Elections Committee. After the nomination phase ends, any late submittals are qualified as above and according to the same time line. After a certain date, the online elections matrix is

frozen and the balloting is prepared (Appendix D). Balloting and voting are conducted online. At a minimum, a seven (7) calendar day window is provided for eligible members to access the Internet and vote accordingly. After the polls are closed the Elections Coordinator, in coordination with the Head Teller (CPA), tallies the votes and generates an unofficial results sheet. This unofficial results sheet is submitted by the Third Party Auditor to the NSHMBA Elections Committee. The NSHMBA Elections Committee will canvass the unofficial results sheet with the objective to review and arrive at an official results statement. The official results statement shall be forwarded by the NSHMBA Elections Committee Chair or designated alternate and simultaneously to the Board of Directors. After forty-eight (48) hours have expired from the moment that the official results are forwarded to the Board of Directors and Board of Director candidates, the official results shall be forwarded to all candidates for elected office. This action shall be accomplished by the EC. After forty-eight (48) hours have expired from the moment that all candidates were notified, the Election Coordinator shall begin the necessary actions to disseminate the official results as publicly as possible. Until such time, the results of the elections shall be private and may not be freely distributed. Appendix D Balloting The official ballot will be posted online by Elections Headquarters. The following is a summary interpretation of the By-laws and policies for ease of review. Incumbents holding this position: National Directors May cast a ballot for these positions: National Directors Chapter Board Chapter Board, President Chapter Board, except President Chapter members, not previously mentioned* National Directors Chapter Board Chapter Board Chapter Board *Associate members and undergraduate student members may not vote.