Article V

ARTICLE V

BOARD OF DIRECTORS

A.  Organization

The Board of Directors shall consist of the Presidents of all Local Councils, except as other­wise provided in the Constitution and Bylaws.  The International President, Vice President, and Secretary-Treasurer of the Union and the Master Executive Council Presidents, Vice Presidents and Secretary-Treasurers, if not also Local Council Presidents, shall be ex-officio members of the Board of Directors.

B.  Jurisdiction and Duties

The Board of Directors is the highest governing body of the Union.  Its decisions, whether rendered by ballot or in session, shall be the final governing decision of the Union and shall be binding on the Executive Board, the Officers and the members, both active and inactive.  The Board of Directors, at its regular annual meeting, shall review, address and take action on an annual national program presented by the International President to reaffirm and/or establish priorities and strategies for the upcoming year.

The Board of Directors shall have the authority to:

1.   Control the Union, its general management and business affairs.

2.   Establish policies to be followed by the Union and its members.

3.   Interpret and amend this Constitution and Bylaws.  In the event of any dispute arising out of the meaning or intent of these Bylaws, the Board of Directors shall have the power to interpret the Constitution and Bylaws and such interpretation shall govern the Union in the conduct of its business and affairs.

4.   Do all things necessary for the proper disposition of any matter that may come before it for consideration.

5.   Nominate and/or elect Officers when required.

6.   Carry out the duties specifically mentioned elsewhere in the Constitution and Bylaws.

C.  The International Secretary-Treasurer shall ballot the Board of Directors on any issue when petitioned by fifteen percent (15%) of the Board of Directors.

D.  Regular and Special Meetings

1.   A regular meeting of the Board of Directors shall be held once every year.  The date shall be between 01 February and 30 April. The regular annual Board of Directors meeting shall be held at the location des­ignated by the Board of Directors. Reasonable and adequate hotel accommodations, in the form of single rooms, will be provided, unless otherwise specified.  If price, availability, location and amenities are comparable, preferred lodging is at a union hotel.  Special consideration shall be given to those hotels that provide rooms with windows that open and food availability 24 hours a day located within the hotel, such as room service or lounge menu availability.

2.   Notice of annual Board of Directors meetings shall be sent by USPS First Class Mail to each member of the Board of Directors at least thirty (30) days prior to the beginning date of said annual meeting.

3.   Subject to Paragraph 4 below and Article VIII.A., the order of business at annual Board of Directors meetings normally shall be:

a.               Call to order by Chairperson

b.               Roll Call of Delegates

c.               Announcement of unrepresented Local Councils

d.              Communications

e.               Report of International Officers

f.                 Nomination and Election of International Officers, if required

g.               Ratification of Agenda Committee Assignments

h.               Committee Reports

i.                  Unfinished Business

j.                  New Business and Special Events

k.                Good and Welfare

l.                 Adjournment

4.   The Board of Directors may change the order of business by majority vote whenever it deems necessary.

5.    a          Special meetings of the Board of Directors may be called at any time by the Executive Board or the International President.

b.          Whenever thirty percent (30%) of the active membership petitions the International Secretary-Treasurer of the Union requesting that the Board of Directors be called into session, the International Secretary-Treasurer shall, within seven (7) days, ballot the active membership on the question of whether or not the Board of Directors shall be called into session.  Said ballot shall state the issue or issues upon which the petitioners desire the Board of Directors to act, and shall state a reasonable count date for the ballot.  If a majority of the active members vote in favor of calling the Board of Directors into session, the International Secretary-Treasurer shall, within seven (7) days from said count date, mail notice of such meeting to all members of the Board of Directors by certified mail, return receipt requested, fixing the date for convening such meeting, which date shall not be less than seven (7) days nor more than fourteen (14) days from the date of mailing such notices.

c.          The Board of Directors in a special meeting may adopt any order of business it deems necessary, provided that any deviation from the announced agenda for special meetings will require a two-thirds (2/3) majority vote of the Board of Directors.

E.  Agenda Submission Procedure

1.   At all regular annual meetings of the Board of Directors, the following procedure shall apply with respect to submission of agenda items:

a.            All agenda items must be reduced to writing and shall include an explanation of the action proposed.

b.            Such items shall be approved by either the Local Council, Master Executive Council, Executive Board, Standing Committees or International President.

c.            All submissions must be received by or bear a postmark date not later than sixty (60) days prior to the first day of the Board meeting.

d.         No later than thirty (30) days prior to the Board meeting, the International Secretary-Treasurer shall transmit to the members of the Board of Directors the items which have been thus duly placed on the agenda, and at that time furnish the members of the Board of Directors their individual committee assignments, and each committee’s known agenda items.

e.          Agenda items shall be published as submitted.  No additions, deletions or editing may be made without the permission of the sponsor.

f.         Late agenda items may be submitted by a delegate, Master Executive Council or the Executive Board during the first two (2) days of the Board meeting.  The International President may submit an agenda item at any time.  Acceptance of late agenda items shall be approved by a two-thirds (2/3) majority vote of the Board of Directors.

g.            All agenda items which may involve expenditures shall be expensed by the Budget Committee or the General Manager before they are reported out of Agenda Committee.

2.   When an agenda item has been properly submitted as provided above, a Master Executive Council may at any time up through the first two (2) days of the Board meeting, in writing, endorse any such item.  By thus endorsing the item, the Master Executive Council shall hereby become cosponsor of the agenda item.

3.   Endorsement of any item may be withdrawn, provided, however, withdrawal of any item from the agenda may be accomplished only by concurrence of all sponsors.

F.   Attendance and Quorum

1.   At all meetings of the Board of Directors, each Local Council shall be represented by its  President, except as provided in Section H. of this Article.

2.   All meetings of the Board of Directors are open to all active members of the Union and invited guests; provided, however, that the Board of Directors may declare any session to be a closed session and exclude any or all persons who are not duly accredited members of the Board of Directors.

3.   At any meeting of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for the transaction of business.

G.  Voting

1.   Decisions on all questions, including the election of Officers, brought before the Board of Directors shall be determined by a majority vote unless otherwise specifically stipu­lated in the Constitution and Bylaws.  All voting shall be viva voce, except that a stand­ing vote or roll call shall be taken at the request of any member of the Board of Directors.

2.   Each member of the Board of Directors shall have one (1) vote for each active member in good standing whom that member represents; however, votes shall be tabulated in this manner only when voting by roll call.

3.   The cutoff date for determination of roll call votes will fall within the same calendar month as the actual Board of Directors meeting.

4.   An International Officer of the Union shall not vote at meetings of the Board of Directors unless that officer is also an elected member of the Board of Directors.  The Chairperson of the meeting may, however, vote to break a tie.

H. Representation at Board of Directors Meetings

If a Local Council President is unable to attend for any reason, the Vice President shall attend. If neither the Local Council President nor Vice President is able to attend, the Secretary shall attend.  If none of the foregoing is able to attend, the Local Council President shall designate, in writing, another elected delegate, being a member of the Board of Directors from that member’s airline, to attend and act as that member’s representative.  In the event that no such other elected delegate, being a member of the Board of Directors, from that member’s airline, is available to act as that mem­ber’s representative, that member may designate, in writing, any other elected delegate, being a member of the Board of Directors, to attend and act as that member’s representative who would then have all the rights and privileges of the original representative.  No Council shall have more than one (1) elected delegate as a member of the Board of Directors.  Where all members on an air­line are furloughed, the last Master Executive Council President or designee on the airline may attend Board of Directors meetings held within one (1) year of the total furlough as an observer with floor speaking privileges, but not as a delegate or voting member.

I.    Proxies

If for any reason a member of the Board of Directors can show cause why that member is unable to remain at a meeting of the Board of Directors, that member may designate, in writing, any other member of the Board of Directors, or another officer of the Local Executive Council, in attendance, to act as that member’s proxy, with all the rights and privileges of the original representative.  A proxy may not be transferred when a proxyholder finds it necessary to depart a meeting.  Should the original representative return to the meeting, s/he resumes all of the rights and privileges and the transference of the proxy becomes null and void.

J.   Committees-Board of Directors Meetings (Annual)

1.   Committees at annual Board of Directors meetings shall, in the first instance, be established as to their function and membership by the Officers of the Union according to Union policy.

a.          Credentials Committee

(1)  The Credentials Committee shall consist of the Presidents of the Local Councils in the area of the Board of Directors meeting.

(2)  The Credentials Committee shall certify the credentials of members of the Board of Directors, their designated representatives and proxies.

b.          Steering Committee

(1)  The Steering Committee shall consist of the same number of delegates and/or ex-officio members of the Board of Directors as there are Agenda Committees, plus one coordinator.

(2)  The Steering Committee shall facilitate the flow of agenda items and ensure Agenda Committee recommendations contain a clear statement of intent to confirm, amend or revoke present Union policy prior to scheduling action by the Board in session.

c.      Agenda Committees

(1)  The business of the Board of Directors is conducted by use of agenda items.  Items are assigned to Agenda Committees for review and acted on by the Board when the Committee reports its recommendation in session.

(2)  Not later than thirty (30) days prior to Board meetings, the Officers of the Union shall determine the number of Committees required, and assign delegates to Agenda Committees using a rotational system according to airline and council order, except that the Budget Committee shall be selected in accordance with Article V.J.1.d. Ex-officio members of the Board of Directors may be assigned to Agenda Committees to facilitate the business of the meeting.

(3)  Not later than thirty (30) days prior to Board meetings, the Officers of the Union shall assign agenda items to Committees and furnish to the members of the Board their individual Committee assignments and each Committee’s known agenda items.

d.         Budget Committee

(1)  The Budget Committee shall consist of nine (9) members. Five (5) of the members shall be the five (5)  members of the Finance Committee and the other four (4) members shall be selected in the following manner:

(a)  No later than ninety (90) days prior to the Board of Directors meeting, the International Secretary-Treasurer of the Union will notify all delegates to the Board of Directors of the four (4) vacancies on the Budget Committee.  Delegates willing to serve on the Budget Committee shall submit their names to the International Secretary-Treasurer of the Union sixty (60) days prior to the Board of Directors meeting.

(b)  From the list of those submitting their names, the International Officers will select the four (4) members to serve on the Budget Committee.

(2)  The eight (8) members shall review information from the International Officers and the appropriate International Office financial staff thirty (30) days prior to the Board of Directors meeting in order to get a clear understanding of the financial status, to determine a direction of the budget, and to review the proposed financial agenda items.

(3)  The Budget Committee shall meet with the International Secretary-Treasurer and financial advisor one (1) day prior to the convening of the Board of Directors meeting.

e.          A duly accredited member of the Board of Directors may serve on any committee.

f.            The Officers of the Union shall designate a temporary chairperson for each committee.  Immediately upon the meeting of each committee, the temporary chairperson shall conduct an election of a permanent chairperson of the respective committee.

g.          The membership of all committees assigned by the Officers at regular annual Board of Directors meetings shall be subject to ratification by the Board of Directors.

K.  Committees of the Board of Directors

1.   The Board of Directors may establish committees as deemed necessary.  It shall charge the committee, specify the number of members and method of appointment and recall.  All committees established by the Board of Directors shall be assigned one of the following categories.

a.               Continuing

Unless otherwise specified by the Board of Directors, a continuing committee shall not have a time limitation on its life.  Such committee shall be responsible to the Officers, who may require reports upon thirty (30) days notice.  A continuing committee shall submit written reports to the Board of Directors.  It shall submit interim reports to the Executive Board, if requested by the Officers.  It shall submit interim reports to the Board of Directors and Executive Board within thirty (30) days following any meeting of such committee.

b.               Study

Unless otherwise specified by the Board of Directors, the life of a study committee shall automatically terminate upon conclusion of its report to the Board of Directors in regular session.  It shall submit interim reports to the Executive Board, if requested by the Officers.

c.               Special

A special committee may be created and shall terminate upon conclusion of its charge or at the next regular annual Board of Directors meeting unless otherwise specified by the Board of Directors.  It shall submit reports, either written or oral, to the Board of Directors, or the Executive Board, if requested by the Officers.

 d. International Officer Elections  – Election Committee

(1) The Election Committee is a special committee of the Board of Directors created when there is an International Officer Election and shall terminate upon the conclusion of its charge, unless otherwise specified by the Board of Directors.  Members and the size of this committee are determined by the International Officers.  The committee may include ex-officio delegates of the Board, or members of Staff, but shall not include any candidates for the elections being conducted.

(2)  Role of the Election Committee:

        (a) The primary role of the Committee will be to conduct an International Officer election and make sure the election complies with the Labor-Management Reporting and Disclosure Act (LMRDA) and the AFA-CWA Constitution & Bylaws.

       (b)  The committee shall verify the membership status of those individuals who wish to declare their candidacy for office.