Section 1 – Board Nominations and Elections
1.1 Current By-Law Language and Effect
Article VI currently provides: “The President shall appoint a nominating committee of three to prepare a slate of officers for the ensuing year to be acted upon at the next annual meeting of the members and Directors.”
1.2 Proposed Language Change
The proposed amendment replaces the existing clause with the following: “The President shall appoint a Nominating Committee of three (3) members to identify, organize, and present nominations for Board of Directors positions, including At-Large Director positions when applicable, to be acted upon at the next Annual Meeting of the members.”
In addition, a new section is added: “All nominees for Board of Directors positions, including member-affiliated and At-Large Director nominees, shall be presented to the membership at the Annual Meeting prior to voting. The Nominating Committee shall ensure that each nominee is afforded a reasonable and equal opportunity to be introduced to the membership. All eligible nominees properly brought forward shall be submitted to the membership for consideration and popular vote, and no nominee shall be excluded from the election once properly nominated.”
Section 2 – Addition of At-Large Directors
2.1 Current By-Law Language and Effect
Article III currently provides that: “The affairs of the corporation shall be managed by a Board of Directors of twelve members. Eleven members shall be elected, and have full voting powers. The Chief Coordinator shall serve in an advisory role, with no voting privileges.”
2.2 Proposed Language Change
The proposed amendment adds the following language to Article III: “Of the eleven (11) elected members of the Board of Directors, up to two (2) may be elected as At-Large Directors. At-Large Directors may be individuals who are not affiliated with a member department of the Southwestern New Hampshire District Fire Mutual Aid System, provided they possess experience, expertise, or professional qualifications beneficial to the mission, operations, or governance of the System.”
Safeguards are added as follows:
“At all times, a majority of the Board of Directors shall be affiliated with member departments of the Southwestern New Hampshire District Fire Mutual Aid System.”
“At-Large Directors shall be nominated and elected in the same manner as other Directors, shall serve the same term length, shall have full voting privileges, and shall be subject to all fiduciary duties, conflict-of-interest requirements, and ethical standards applicable to members of the Board of Directors.”
“At-Large Directors shall not be eligible to serve in the offices of President or Vice-President of the Corporation.”