During the last WCMA Board of Directors meeting, the board agreed to add a Technology Partner as an Ex-Officio board member. The changes are under Article IV, specifically Sections 3, 10, and 11. Below are the proposed sections with changes:
Section 1 Authority and Responsibility
The governing body of the WCMA is the Board of Directors, which has authority and is responsible for the governance of the WCMA. The Board establishes WCMA policy and monitors implementation of policy by the WCMA's employed staff under the direction of the President and Executive Director.
Section 2 Officers and terms
The officers of the WCMA shall consist of the president, vice president, immediate past president, and treasurer. The president shall serve a two (2) year term and shall automatically move to immediate past president. The vice president shall serve a two (2) year term and shall automatically succeed to the office of the president. The immediate past president shall serve a two (2) year term. The treasurer shall serve a term of three (3) years.
Section 3 Board Composition
The Board of Directors shall consist of the officers, five (5) directors, and one (1) Ex-officio Technology Partner representative. The directors shall serve a term of three (3) years or until their successors have been elected and assume office. The five (5) directors shall be elected to staggered terms, in consecutive three-year rotations. The Ex-officio Technology Partner shall serve a term as determined by the board.
Section 4 Executive Committee
There shall be an Executive Committee composed of the officers, which shall have all the powers of the Board of Directors to transact business between board meetings in accordance with the rules established by the Board. Actions required between board meetings shall be ratified at the next meeting of the Board of Directors.
Section 5 Duties of the President
The President shall be the Chief Executive Officer of the organization. The President shall preside at all meetings of the Board of Directors and the Executive Committee. The President, or the Executive Director at the President's direction, shall be the officially authorized spokesperson of the WCMA.
Section 6 Duties of the Vice President
The Vice President shall exercise the functions of the President during the absence or disability of the President; and shall perform such other duties as from time to time may be assigned to that office by the President or by the Board of Directors. The Vice President shall assume the responsibilities of the President in the event that the President is unable to complete his/her term of office; and in such cases, a new Vice President shall be elected at the earliest opportunity in a regular or special meeting of the Board of Directors.
Section 7 Duties of the Treasurer
The treasurer shall have custody of the funds of the WCMA, and shall be authorized to open and close bank accounts in the name of the WCMA and designate the persons authorized to sign checks on those accounts. The treasurer shall be required to submit an annual accounting and proposed budget, both of which shall be approved by the board of directors. The treasurer shall report all financial activity to the Board of Directors at its regularly held meetings.
In case of incapacity of the Treasurer, the President shall be authorized on all accounts to deposit and withdraw funds.
Section 8 Duties of the Past President
The Past President shall assist the president in the orderly conduct of all meetings of the organization and shall interpret all questions of procedure and Bylaw construction.
Section 9 Duties of the Executive Director
The Executive Committee shall employ a salaried staff head who shall have the title Executive Director. The Executive Director shall be the chief executive of the WCMA responsible for all management activities. The Executive Director shall manage and direct all activities of the WCMA as prescribed by the Board of Directors and shall be responsible to the Board.
The Executive Director shall employ and may terminate the employment of members of the staff necessary to carry on the work of the WCMA and fix their compensation within the approved budget. As Executive Director, he/she shall define the duties of the staff, supervise their performance, establish their titles and delegate those responsibilities of management as shall, in his/her judgment, be in the best interest of the WCMA.
Section 10 Duties of the Ex-Officio Technology Partner Representative
Technology Partner members shall elect one representative to serve as an Ex-Officio member of the WCMA Board. That representative shall be invited to attend Board meetings and other functions, however, they do not vote on association matters. The Technology Partner representative will provide insight to the Board on matters that are important to the Technology Partner members.
Section 11 Nominations Committee and Election of Board Members
There shall be a nominations committee composed of the President, Vice President, and Immediate Past President. The nominations committee shall identify and contact potential members to serve on the Board for seats which are vacant or about to expire. Names of nominated candidates shall appear on the official ballot which will be distributed to the membership. Write in votes are permitted. The candidates that receive the majority of votes from those members eligible to vote who respond shall be declared elected. All officers and directors shall hold office until their term expires.
Before the end of the term of the Ex-Officio Technology Partner, the person serving in this position will make recommendations on potential successors. The nominations committee will identify the nominated candidates that shall appear on the official ballot which will be distributed to the Technology Partner members. The candidate that receives the majority of votes from those Technology Partners eligible to vote who respond shall be declared elected.
Section 12 Vacancies
If a vacancy occurs on the Board for any reason, the position is filled for the unexpired portion of the term by the Board.
Section 13 Meetings of the Board of Directors
The Board of Directors meets at least annually at whatever time and place it selects either inside or outside the State of Georgia. The presence of a majority of members of the Board of Directors constitutes a quorum for the transaction of the business of the WCMA; and any such business thus transacted shall be valid, providing it is affirmatively passed upon by a majority of those present. Regular meetings of the Board may be held without notice of the date, time, place and purpose of the meeting. Meetings may take place in person or via conference call so long as all directors participating may simultaneously hear each other during the meeting.
Section 14 Indemnification
WCMA shall indemnify all officers, employees, and agents of the WCMA to the full extent permitted by the State of Georgia and any applicable laws in other states, and shall be entitled to purchase insurance for such indemnification to the full extent as determined from time to time by the executive committee of the WCMA.
Section 15 Removal of Board Members
The WCMA Board of Directors may remove an officer or director with or without cause at any time by a vote of two-thirds of the directors then in office for the removal of a director, and by a simple majority of directors then in office for the removal of an officer.