Article III: Board of Directors
Section 3.1 General Powers. The affairs of the Foundation shall be managed by a board of directors (hereinafter, the “Board” or “Board of Directors”), which shall supervise, control and direct the business and affairs of the Foundation; shall determine its policies or changes therein within the limits of these Bylaws; shall actively promote its purposes; and shall have discretion in the disbursement of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.
Section 3.2 Number. The Board of Directors shall be composed of fifty-seven (57) members as follows:
- The seven (7) officers of the National Conference of State Legislatures (NCSL);
- Fifteen (15) currently serving legislators and seven (7) currently serving legislative staff at least six (6) of whom shall be current or former members of the NCSL Executive Committee; and
- Twenty-eight (28) non-NCSL members (including the Vice-President and Vice-President Elect) (collectively, the “Supporting Directors”).
Section 3.3 Term of Office. Directors shall serve the following terms in office:
- The Officers of NCSL shall serve for the greater of their term in office in NCSL or up to seven (7) consecutive years;
- The Vice-President and Vice-President Elect shall serve for the duration of their term in such offices;
- All other Board members shall serve one (1) year terms;
- Directors (with the exception of the NCSL officers) may not serve more than three (3) consecutive terms; and
- Despite the expiration of their term, Directors shall serve until the next meeting at which directors are elected, or until their death, resignation, or removal.
The terms of Directors shall commence immediately following the conclusion of the NCSL Legislative Summit and shall terminate at the conclusion of the next NCSL Legislative Summit. The terms of Directors shall be staggered (to the extent possible) to provide continuity of service, such that approximately one-third (1/3) of the total number of Directors take office each year. To create the staggered rotation of Directors, the Board may initially elect Directors (other than the officers of NCSL) to one (1), two (2) or three (3) year terms. Notwithstanding anything set forth herein to the contrary, Directors serving on the Board at the time of the adoption of these amended and restated bylaws may serve up to three (3) additional consecutive terms in office.
Section 3.4 Qualifications.
(a) With the exception of the Supporting Directors, all Directors must be members in good standing of the NCSL.
(b) All Supporting Directors must be full-time employees of a corporation, organization, or other entity that has contributed to the Foundation (either as a donor or sponsor) during such Supporting Director’s term on the Foundation Board. If a Supporting Director ceases to be qualified to hold office at any time during their term, they will have a period of 6-months in which to become qualified (the “grace period”). Supporting Directors failing to meet the requirements for office upon conclusion of the grace period will automatically be removed from the Board.
Section 3.5 Nominations and Election. Directors are elected by the NCSL Executive Committee from amongst a slate of qualified candidates recommended by the Nominating Committee.
Section 3.6 Regular Meetings. The Board of Directors shall provide by resolution the time, date and place, either within or without the State of Colorado, for the holding of an Annual Meeting and additional regular meetings without notice other than such resolution. The Annual Meeting shall occur during the NCSL Legislative Summit.
Section 3.7 Special Meetings. Special meetings of the Board of Directors may be held at any time on the call of the President, or upon a written request to the President by any three (3) of the Directors. Notice of any special meeting of the Board must state the time, date, and place of the meeting and must be delivered at least three (3) days prior to the date of such meeting by written or printed notice delivered personally, by mail, fax or email to each Director at their address as shown in the records of the Foundation.
Section 3.8 Notice of Directors’ Meetings. Meetings of the board of directors shall be held upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless provided otherwise in the articles of incorporation or the bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 3.9 Quorum and Manner of Acting. A majority of the Directors shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the Directors present at the meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.
Section 3.10 Vacancies. Any vacancy occurring in the Board of Directors for any reason may be filled by the NCSL Executive Committee at its next meeting from amongst a slate of qualified candidates presented by the Nominating Committee. A Director appointed to fill a vacancy shall serve for the unexpired term of their predecessor in office.
Section 3.11 Resignation and Removal. A Director may resign at any time upon written notice to the Board of Directors. A Director may be removed by the NCSL Executive Committee whenever, in its judgment, the best interests of the Foundation would be served thereby.
Section 3.12 Attendance. Directors failing to attend two (2) consecutive Foundation meetings (including regular and special board meetings and committee meetings) will automatically be removed from the Foundation Board of Directors.
Section 3.13 Meeting by Communications Equipment. Directors may participate in and act at any meeting of the Board through the use of a conference telephone, video conference or any other means of communication by which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. Notwithstanding anything set forth to the contrary in these Bylaws, any regular or special meeting to be held by means of remote communication (i.e., by conference call, video conference or other means) may be held upon a minimum of twenty-four (24) hours prior notice.