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ARTICLE IV- BOARD OF DIRECTORS
Section 1, Composition of the Board (Modification prior to 3-1988)
The Board of Directors shall be composed of the nine members, one-third of whom shall be elected annually to serve for three years, or until their successors are elected and have qualified. The initial Board of Directors shall be composed of three directors, who shall serve for a period of three years, three directors who shall serve for a period of two years, and three directors who shall serve for a period of one year. Thereafter, all person elected to the Board of Directors shall serve for three years each. In addition to the nine (9) Board members, there shall be elected annually from the membership a Director-at-Large, which Director shall possess all of the rights, duties and responsibilities of a Director and shall be entitled to cast one vote on any matter duly brought before the Board of Directors. The President, with the consent of the Board, Shall appoint the following non-voting ex-officio Board members; City of Valley Center City Administrator, USD#262 School Superintendent and Chair of the Economic Development Cooperation. Ex-officio Board members shall be appointed each year. The government and policymaking responsibilities of the Chamber shall be vested in the Board of Directors, which
shall control the Chamber's property, be responsible for its finances, and direct its affairs.
Section 2, Selection and Election of Directors (revised Oct. 10 2006) (Modification prior to 3-1988)
A) Nominating Committee. At the Regular August Board meeting, the president shall appoint a nominating committee of four members of the Chamber. The President shall designate the chairman. Prior to October 15, the nominating committee shall present to the Secretary a slate of three candidates to serve three-year terms, to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibilities of directorship. No Board member may be elected to three or more consecutive three-year terms.
B) Publication of Nominations. Upon Receipt of the report of the nomination committee, the Secretary shall immediately notify the membership by mail of the names of the persons nominated as candidates for directors, and the right of petition as set forth hereinafter.
C) Nominations by Petition. Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least fifteen qualified members of the Chamber. Such petition shall be filed with the nominating committee within ten days after notice has been given of the names of those nominated. The determination of the nominating committee as to the legality of the petition(s) shall be final.
D) Determination. If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of three candidates shall be presented to the membership at the meeting in December, and if no objections are voiced thereto, said three candidates shall be declared elected. If a legal petition shall present additional candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for three. The Secretary shall mail this ballot to all active members at least fifteen days before the annual December meeting. Ballots shall be cast and collected and counted at the December meeting of the membership, and the election of the three candidates with the greatest number of votes shall be elected.
Section 3, Seating of New Directors
All newly elected Board members, shall be seated at the regular January meeting, and shall be participating members thereafter, Retiring directors shall continue to serve until their replacements have been seated.
Section 4, Vacancies
A member of the Board of Directors who shall be absent from three consecutive regular meetings of the Board of Directors shall automatically be dropped from membership of the Board, unless confined by illness or otherwise decreed by a majority vote of those voting at any meeting thereof. Vacancies on the Board of Directors shall be filled by the Board of Directors by a majority vote.
Section 5, Policy
The Board of Directors is responsible for formulating the policies of the organization.
Section 6, Management
The Board of Directors shall be empowered to employ an Administrative Director and shall fix the salary and other considerations and conditions of employment for such director. Those that have control over the finances shall be bonded for the faithful performance of their duties in such amounts as the Board of Directors may determine. The cooperation provides this binding.