PROPOSAL FOR DIRECT ELECTION OF THE BOARD Outline of Proposal Nine member board is elected by the voting membership, which is defined as all sustaining, associate, family, or international members who ask to become voting members, plus all subscribers to board proceedings. Candidates may be placed on the ballot either by the nominating committee or by petition. The five member nominating committee is elected by the voting membership at the same time as the board. Directors would no longer be expected to attend every meeting, being allowed to attend as few as two per year, one of them being the January meeting, without censure. The full board is encouraged to delegate part of its workload to smaller sub-committees that meet as needed. Discussion of Proposal Under the current self-elected board many members feel disenfranchised and powerless. The decisions of the board lack the legitimacy that comes from the consent of the governed. On the other hand, there is a significant aversion in the Society to electoral politics. This proposal allows election of the board, but only by those members that consent to be exposed to the political process. Under this plan candidates are normally vetted by a nominating committee. This retains many of the benefits of the current system's ability to produce carefully balanced, well considered boards. However, it is also possible to get on the ballot by petition, to allay concerns about the potential of self-selecting, self-perpetuating elites. The board size has been expanded to nine. This is not essential to the proposal, and if someone loathes it I'll reconsider. However, a nine member board meshes well with the election cycle, spreads the workload more, gives a somewhat more diverse board, and allows directors the flexibility of not attending every meeting. Truth-in-Lending Disclosure Much of this proposal is lifted wholesale from Hossein's well organized plan. I have also lifted bits from Flieg's Proposed changes to By-laws V.A. STATUTORY MEMBERS Any persons holding sustaining, associate, family, or international memberships may become members of the corporation for purposes of election of the Board of Directors. They may do so by either: 1. Requesting that they be made members of the corporation when they apply for membership by marking the appropriate box on their membership application, or: 2. Making a written request to be made a member of the corporation at any later point in the term of their membership, and providing proof of membership, or: 3. Subscribing to the Board Proceedings VI.B NUMBER OF DIRECTORS The authorized number of Directors of the Society shall be not less than five (5) and not more than nine (9) until changed by amendment of this Article of the By-Laws. VI.C change "appointed by the Board from the advisory membership" to "elected from among the membership" VI.E. ELECTION AND TERM 1. ELECTION a. CANDIDATES. Any member of the corporation is eligible to be a candidate for the Board of Directors, providing that: 1. The candidate will have reached the age of twenty-one (21) years by the official date of the election's commencement; 2. The candidate has submitted by the announced deadline a petition containing the signatures and membership numbers of fifty (50) members of the corporation who support the candidate's candidacy. This requirement shall be waived for candidates proposed by the nominating committee; 3. The candidate has submitted by the official deadline a signed statement of his/her willingness to serve if elected and proof of membership (e.g., membership number); 4. The candidate has submitted by the official deadline a statement of no more than two hundred and fifty (250) words, explaining his/her background and reasons for candidacy to be published with the official ballot. 5. No person may be elected to the Board of Directors for more than two consecutive terms. b. ELECTION PROCEDURES. The following procedures will be followed in the election of the Board of Directors: 1. One third of the directors will be elected each year. 2. All members of the corporation under V.A above will be sent by mail under the same cover from the corporate office at the official date for the election's commencement: a. A listing of the statements of the candidates in alphabetical order by legal name. No officer or agent of the corporation will alter the statement of any candidate, except as required by law (e.g., libel or obscenity); b. A ballot containing the mundane and society names of the candidates on which the members of the corporation may vote for up to five candidates. They may also vote against up to five candidates. c. A statement of the official deadline by which the ballot must be postmarked to be counted. d. An envelope addressed to the corporate office in which to return the ballot. Postage for returning the ballot is the responsibility of the member of the corporation. 4. Ballots postmarked after the official deadline for return to the corporate office are void. 5. The ballots will be counted seven days after the official deadline for receipt of ballots by the corporate office manager and two agents designated by the Board of Directors. Any member of the corporation may observe the counting of the ballots. 6. Negative votes will be subtracted from positive votes for each candidate. The three candidates receiving the highest vote totals will be elected; the two next highest runners-up will be designated alternates. 7. Ties will be decided by lot. 8. The results of the election, including all vote tallies, will be published in all kingdom newsletters within two months of the completion of the official tally. The Board of Directors will certify the election and inform the candidates of the official tally within one week of the completion of that tally. 9. Any candidate may request a recount within two weeks of the completion of the official tally. Recounts will be conducted in accordance with the procedure established in I.C.5 above within two weeks of receipt of the request for recount. No candidate may request more than one recount. Results of recounts will be published in all kingdom newsletters within two months of the completion of the recount. c. DIRECTORS-ELECT. Directors-elect may participate in all deliberations of the Board of Directors prior to the commencement of their terms, but may not vote until commencement of their terms as directors. d. OFFICIAL DEADLINES. The following official deadlines will be followed for election of directors: 1. Deadline for submission of candidacy materials: 15 January; 2. Mailing of ballots: 15 March; 3. Deadline for postmark of ballots: 30 April; 4. Date of official tally: 7 May; 5. Date by which candidates must be informed of official tally results: 15 May; 6. Deadline for requests for recount: 28 May; 7. Deadline for completion of recount: 4 June; 8. Commencement of term as directors for directors- elect: January board meeting. e. IMPLEMENTATION. The three most senior directors at the time of adoption of this proposal will vacate their directorships at the conclusion of the first election. In each of the next two succeeding years two of the remaining non-elected directors in order of seniority will vacate their directorships at the conclusion of each year's election. 2. TERM Directors will serve for three year terms, with one third of the terms ending each year. Should a Director be unable to serve his or her full term, the remaining Directors shall either leave the position vacant until the end of the term (as long as the number of active Directors does not go below five as specified in VI.B), appoint one of the alternates to fill the remainder of the term, or elect an additional director at the next scheduled election to fill the remainder of the term. VI.J. ACTION AT A MEETING; QUORUM AND REQUIRED VOTE A majority of the Directors, but not less than five, will constitute a quorum for the transaction of business. A vote of the majority of directors present at any meeting at which there is a quorum shall be the acts of the Board except as a lesser or larger vote may be required by the laws of the state of California, these By-Laws, or the articles of incorporation of the corporation. (Note that the By-Laws do require a greater vote for changing Corpora (two thirds of directors) or the By-Laws (unanimous)) VI.L COMMITTEES change to: The Board may establish such standing or special committees from time to time as it shall deem appropriate to conduct the activities of the corporation and to advise the Board, and shall define the powers and responsibilities of such committees. A committee may have such specific powers as may be determined by the Board, except that it shall not have the power to (a) amend these By-Laws or the Articles of Incorporation, (b) approve any action or exercise any authority requiring the approval of more than a majority of a quorum of the Board under the laws of California, The Articles of Incorporation, or these By-Laws, or (c) take any other action which may not be delegated to it under the laws of California. Such committees may include persons who are not on the Board, but no committee of which persons other than Directors are voting members shall be authorized to act or to omit to take any action on behalf of the corporation or the Board. 1. NOMINATING COMMITTEE a. Election, Qualifications, and Term: A nominating committee of five members will be elected at the same time as the directors. They will serve for two years, and be elected on a two year cycle, with three terms ending in the first year, and two in the second. The election procedure will otherwise be the same as that described for directors in VI.E. A member of the nominating committee may not accept a nomination for director while they are a member of the nominating committee. Members of the committee may not serve two consecutive terms. b. Duties. 1.The Nominating Committee will nominate sufficient candidates to insure that there are at least as many candidates for directors in each election as the number of vacancies plus two, and at least as many candidates for the nominating committee as the number of vacancies plus one. 2. The committee shall encourage members of the Society to volunteer to fill these positions. A potential candidate may be suggested by any participant in the society, or the potential candidate may suggest him or herself. 3. The committee shall publish the names of all potential nominees at least six months before the deadline for submission of candidacy materials, and solicit comments and additional potential candidates. All commentary shall be confidential, and not revealed to anyone outside the nominating committee, except that any potential candidate may request to see the commentary on himself or herself. This will be provided with the names of the commenters removed to encourage candid commentary. Any potential candidate may submit additional data at any time to answer commentary or to provide additional information. 4. At least three months before that deadline, the committee will publish its tentative list of candidates and call for additional comments. c. Implementation. At least six months before the beginning of the first election the Board will appoint an interim nominating committee. Three members will be appointed to serve until the completion of the first election, and two until the completion of the second. At that time the board will turn copies of all Board nominee comments over to the interim committee. Change to policy: Directors would no longer be expected to attend every meeting, being allowed to attend as few as two per year, one of them being the January meeting, without censure. Except in cases of sudden personal emergency, a director must give notice that they do not intend to attend a meeting at the time of the preceding Board meeting. The full Board is encouraged to delegate part of its workload to smaller sub-committees that meet as needed.