2019 PRCA Rule Book

B3.5.1 Number and Tenure. The Contract Personnel Executive Council representatives shall elect one person to serve as the Contract Personnel Director on the Board of Directors. Such director shall be elected to serve a two-year term. B3.5.2 Qualifications. To qualify for office, a Contract Personnel Director (1) must be an Active Noncontestant Card Member, (2) must have been a Noncontestant Card Member for at least five years and (3) must not, within the five calendar years preceding the year in which the Contract Personnel Director will take office, have committed an infraction which resulted in a disciplinary suspension of six months or more. B3.5.3 Election. The election for Contract Personnel Director shall be held at a meeting of the Contract Personnel Executive Council in November or December of an election year at which each Representative to the Contract Personnel Executive Council shall have one vote. The nominee receiving the greatest number of votes shall be elected. If no nominee receives a majority of votes, the two nominees receiving the highest number of votes shall be entered in a run-off election, for which each Representative shall have one vote. A newly elected director shall take office at the first meeting of the Board of Directors in the following calendar year and shall serve until his successor takes office or until his earlier resignation or removal. B3.5.4 Vacancies. Whenever the office of Contract Personnel Director becomes vacant by reason of death, resignation, removal or otherwise, the Contract Personnel Executive Council shall elect a successor pursuant to Section B3.5.3, who shall serve for the unexpired term of his predecessor. B3.5.5 Removal. Any Contract Personnel Director may be removed at any time with or without cause, by the vote of all but one of the Contract Personnel Executive Council representatives (excluding the vote of any Representative who is the Director sought to be removed). B3.6 Independent Directors Emeritus. The Board of Directors may from time to time elect, by the vote of at least 6 directors, an individual to the position of Independent Director Emeritus. There is no limit to the number of Independent Directors Emeritus which the Board may elect at any time. An Independent Director Emeritus may attend meetings of the Board of Directors upon invitation from the Board to provide insight and guidance on matters for which the Independent Director Emeritus has special knowledge or background. An Independent Director Emeritus shall have no voting rights on the Board, but instead shall act in an advisory capacity. B3.7 Per Diem. Directors shall not receive any salary or other compensation for their services as directors without prior approval by the Board of Directors. However, the Board shall reimburse directors for their travel expenses and shall pay to each director a fixed per diem amount, which shall be set by

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