The 40 Below Board of Directors is currently seeking applications to fill open board seats. The two year term begins January 1, 2019. The deadline to apply is
October 31, 2018. Extended to December 15!
The following is an excerpt from Section 2 of the 40 Below Bylaws, which can be read in full here: 40 Below Bylaws (revised 12-15-2015).
2.1 BOARD OF DIRECTORS. The business and affairs of the organization shall be managed by a Board of Directors which is the governing body of the organization. The organization is organized on a nonstock, directorship basis and, except as otherwise provided by law, all matters which are subject to membership vote or other action in the case of a Michigan nonprofit membership corporation, shall be approved by action of the Board of Directors. The Board
of Directors shall meet as often as necessary to conduct the business of the organization, but at least annually as established in Section 2.6.
2.2 NUMBER, TERMS, AND ELECTION OF DIRECTORS. The Board of Directors shall consist of not less than nine (9) or more than eleven (11) persons. Terms for Directors shall be for a period of two years. A person shall not serve as a Director for more than two consecutive terms. A person shall not be eligible to serve as a Director if he or she is not a member of the organization in good standing. The Board of Directors shall review and maintain the composition of the Board of Directors in accordance with this Section at the annual meeting established in Section 2.6. The election of new directors shall be established by a vote of a majority of the Board of Directors, which shall be conducted in consideration of the recommendations provided by the nominating committee established in Section 2.3.
2.3 NOMINATING COMMITTEE. The Vice President shall convene a nominating committee on an annual basis for the purpose of providing recommendations of Director candidates to the Board of Directors. The nominating committee shall consist of the current Vice President, a past Director, a member of the organization in good
standing who is not a Director or a candidate for Director, and a Director appointed by the President. The committee shall submit any candidate recommendations to the Board of Directors no later than November 1 of each year.
2.4 REMOVAL. Any director may be removed from office at a meeting of the Board of Directors by a closed unanimous vote of the directors then serving and present. A director who fails to notify an executive committee officer or the LSCP liaison of his or her absence in advance of a Board of Directors meeting or official organizational event shall be considered unexcused. The Board of Directors shall consider removal of a Director whose absences are
3 unexcused for at least three-quarters of Board of Directors Meetings or at least half of official organizational events within one calendar year.
2.5 VACANCIES. Vacancies occurring on the Board of Directors may be filled by an vote of the majority of the directors then present and serving at a meeting of the Board of Directors. A director elected to fill a vacancy shall serve for the unexpired portion of the term.
2.6 ANNUAL MEETING. The Board of Directors shall conduct an annual meeting of the Board of Directors in December of each year for the purpose of reviewing and maintaining the composition of the Board of Directors as established in Section 2.2. The requirements of this section are not met if less than a majority of directors then serving are present for the annual meeting.
2.7 REGULAR AND SPECIAL MEETINGS. Regular meetings of the Board of Directors may be held at such times and places as determined by the Board of Directors. Special meetings of the Board may be called by the President or by the Secretary, and shall be called by the President or Secretary upon the written request of any two (2) directors.
2.8 NOTICE OF MEETINGS OF THE BOARD OF DIRECTORS. Written notice of the time and place of all meetings of the Board of Directors shall be given to each Director at least seven (7) days before the date of the meeting, either in person, by U.S. Mail, or by e-mail at the address designated by the Director for such purposes, or if none is designated, at the Director’s last known address. Notices of special meetings shall state the purpose or purposes of the meeting, and no business may be conducted at a special meeting except the business specified in the notice of the
2.9 QUORUM AND VOTING REQUIREMENTS. A majority of Directors then serving constitutes a quorum for the transaction of business. A majority of any committee appointed by the board constitutes a quorum for the committee. The vote of a majority of the directors or committee members present at any meeting at which there is a
quorum shall be the acts of the respective Board or committee, except as a larger vote may be required by the laws of the State of Michigan, these bylaws or the Articles of Incorporation. Amendment of the bylaws or articles of incorporation by the board requires the vote of not less than a majority of the members of the board then in office.
2.10 CONFLICT OF INTEREST. Directors shall disclose to the 4 Board of Directors any personal, professional, beneficial, or financial interest that he or she may have with respect to any item up for consideration before a vote of the Board of Directors. Directors shall abstain from a vote of an item under consideration before the Board of Directors in which he or she has an interest as described within this subsection. No transaction of the organization
shall be voidable by reason of the fact that any Director has an interest in the transaction in question, provided that the interest is fully disclosed to the Board of Directors, the transaction is determined to be in the best interest of the organization, and the transaction is approved by a majority of Directors then present and serving who are not so interested as described within this subsection.
2.11 POWERS OF THE BOARD OF DIRECTORS. The Board of Directors shall have charge, control and management of the business, property, personnel, affairs and funds of the organization and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(6) of the Internal Revenue Code not inconsistent with these bylaws, the Articles of Incorporation or the laws of the State of Michigan.
2.12 COMPENSATION. Directors shall receive no compensation for their services on the Board of Directors. The preceding shall not, however, prevent the organization from reimbursing any director for expenses actually and necessarily incurred in the performance of his or her duties as a director.
2.13 LAKE SUPERIOR COMMUNITY PARTNERSHIP LIAISON. The Board of Directors may be staffed by a liaison of the Lake Superior Community Partnership (LSCP), who shall not have voting rights on the Board of Directors.
By submitting your application to be a board member of 40 Below, you are acknowledging the commitments listed above.