Section 1. Definitions. For the purposes of this Article XIV:
a) “Installed” shall mean formally taking office;
b) “Installation Date” shall mean the date upon which the most recently installed Board of Directors of GONA, Executive Committee.
c) “Conference Year” shall mean the full odd-numbered calendar year next following the Installation Date;
d) “Even-Numbered Year” shall mean the even-numbered calendar year between the Installation Date and the Conference Year; and
e) “Member in good standing” shall mean a member whose application has been received by the GONA Treasurer no later than January 31 of the EvenNumbered Year and whose application has been verified by the Membership Verification Committee by April 30 of the Even Numbered Year.
Section 2. Nominations and Elections Timetable.
a) Appointment of Committee. The Chairperson of the BOD shall nominate from Life members and appoint with the consent of the Board of Directors, a Nominations and Elections (N/E) Committee consisting of a Chairperson and up to four members no later than July 1 of the Even- Numbered Year.
b) Persons Ineligible for Appointment to N/E Committee. The following persons shall be ineligible to serve on the N/E Committee:
i) Any then current officer or director of GONA,
ii) Any person then standing for election to any office in GONA, or
iii) Any person nominating a candidate for election to any office in GONA.
c) Resignation of Committee Members Required. Any member of the N/E Committee who wishes to either stand for election to any office in GONA or nominate or second a candidate for election to any office in GONA shall first resign from the N/E Committee.
d) Deadline for Completion of N/E Process. Under no circumstances shall any portion of the nominations and elections process or any appeals there from extend beyond April 30 of the Conference Year, except with affirmative approval by at least two-thirds (2/3) of the total members of the Board of Directors (including those not in attendance).
e) N/E Committee to Conduct Elections. Upon appointment, the N/E Committee shall then conduct the elections as prescribed in these Bylaws.
Section 3. Confidentiality. The N/E Committee shall maintain confidentiality before during and after the elections. The Committee members shall not be eligible to contest in the elections.
Section 4. Duties and Responsibilities. The duties of the N/E committee shall be:
a) To announce the schedule of the election process;
b) To solicit nominations for the Board of Directors, Executive Committee and Foundation;
c) To verify the eligibility of the nominees, nominators, and persons seconding, and to compile the nominations and prepare the ballots; and
d) To certify the election results, submit the same, in writing, to the GONA President and the Board of Directors and to GONA Secretary for official record and post the results on the GONA web site.
Section 5. Resolution of Disputes. Any dispute regarding the nomination and election process shall be referred to, and decided by, the Board of Directors, whose decision shall be final. The Board of Directors shall have the power to make any adjustments to the composition of the N/E Committee or the process being followed by the N/E Committee, or both, which, in its sole discretion, it deems necessary to resolve such dispute provided, however, that all proceedings of the Board of Directors must be completed by the deadline set forth in Section 2(d) of this Article.
Section 6. Vacancies. If any vacancy in the N/E Committee arises, the Chairperson of the BOD shall nominate and appoint with the consent of the BOD, a successor to fill the vacancy.
Section 7. Elections To Be Held By Mail.
a) Elections shall be held by mail.
b) All official election related communications among the candidates, N/E Committee and Board of Directors shall be in writing (letters or e-mails) as prescribed by the bylaws and election guidelines. Oral communications between the candidates and N/E Committee are discouraged and are not considered part of official communication.
Section 8. Eligibility to Participate in Elections.
a) Only Life Members (including GONA Donor Members and Foundation Donor Members) in good standing (defined in Section 1.e. above) shall be eligible to nominate or second any nomination, or to vote in GONA elections.
b) Life members in good standing (defined in Section 1.e. above), two (2) years after becoming Life members, shall be eligible to be nominated (subject to Section 8.e., 8.f., 8.g., and 8.h. below) for any position in Executive Committee or as Non-Donor Trustees of the . Life members in good standing (defined in Section 1.e. above), six (6) years after becoming Life members, shall be eligible to be nominated (subject to Section 8.e. below) for the position of Non- donor member of the GONA Board of Directors.
c) Foundation Donor Members, two years after making the qualifying donation, shall become eligible to be nominated (subject to Section 8.e., 8.f., 8.g., and 8.h. below) for any position in the Executive Committee or as Donor or nonDonor Trustee of the . Foundation Donor Members, six (6) years after becoming a Life Member, shall be eligible to be nominated (subject to Section 8.e. below) for the position of a Non-donor member of the GONA Board of Directors.
d) Donor Members of GONA, two years after making the qualifying donation, shall become eligible to be nominated (subject to Section 8.e., 8.f., 8.g., and 8.h.
below) for any position in the Executive Committee. Donor Members of GONA, six (6) years after being a Life Member shall be eligible to be nominated (subject to Section 8.e. below) for the position of a Donor or Non-donor member of the GONA Board of Directors.
e) To be eligible to be nominated for the positions of President, Executive VicePresident, Secretary and Treasurer of Executive Committee, and for Donor and
Non-donor members of the Board of Directors, there is a requirement of history of demonstrable service to GONA by:
i) serving as a current or past member of GONA Executive Committee, Foundation, Board of Directors, and/or Board of Trustees,
ii) serving as a current or past Regional Coordinator Regional Representative or Regional Vice- president for GONA,
iii) serving as a current or past Coordinator, Deputy Coordinator, Treasurer, or Secretary of GONA Conferences, GONA Youth Conferences or GONA Regional Conferences,
iv) serving as a current or past Internal Auditor, Compliance Officer, Editor-inchief of GONA Newsletter, GONA Webmaster, Chairperson or Member of a
standing committee specifically mentioned in the Bylaws.
f) To be eligible to be nominated for the positions of President and Executive Vice-President, the period of cumulative demonstrable service to GONA
shall be six (6) years, of which three (3) years shall be as a member of GONA Board of Directors, Executive Committee or Foundation.
g) To be eligible to be nominated for the position of Secretary or Treasurer of Executive Committee, the period of demonstrable service to GONA shall be
three (3) years, of which one (1) shall be as a member of GONA Board of Directors, Executive Committee or Foundation.
h) To be eligible to be nominated for the positions of Secretary, Treasurer or Joint Treasurer in the , the period of demonstrable service to GONA shall be
two (2) years as a member of GONA Board of Directors, Executive Committee or Foundation.
i) Any sitting member of the EC, BOD or Foundation, who files a nomination as a candidate or nominates or seconds a candidate for any office of GONA in the election will not be eligible to vote on any election related matters including but not limited to guidelines, amendments and appeals.
j) No sitting member of the Board of Directors, Executive Committee or the Foundation may be nominated for other GONA office unless a) the member’s term as a Trustee, Director or member of the Executive Committee or Foundation is set to expire on the next Installation Date, or b) such Trustee, Director or member of the Executive Committee or Foundation resigns prior to accepting nomination for such other office.
k) Any person nominated for office who accepts such nomination shall be deemed, by virtue of such acceptance, to have agreed to strictly comply with the Articles of Incorporation and Bylaws of GONA and abide by the decisions of the Executive Committee, and the Board of Directors.
Section 9. Preparation of Eligible Voter List. The GONA Executive Vice President shall provide a list of the eligible voters to the Chairperson of the N/E Committee no later than October 31 of the Even Numbered Year.
Section 10. Publication of Schedule. The N/E Committee shall publish a schedule in the GONA Newsletter and/or on the GONA web site no later than January 31 of the Conference Year for each of the following:
a) Announcement inviting nominations.
b) The applicable nomination fee, set by Executive Committee, for each office, c) Last date for receipt of nominations.
d) Approval of nominations and notification to candidates. e) Last date for withdrawal of nominations.
f) Mailing of ballots to eligible voters.
g) Last date by which ballots must be received to be counted.
h) Completion of counting of ballots and publication of election results.
Section 11. Nomination Process.
a) Eligibility. Only Life Members (including GONA Donor Members and Foundation Donor Members) in good standing may nominate or second a candidate for office. Same person cannot nominate or second more than one candidate for the same office.
b) Second Required. Each nomination shall be seconded by two other Life Members (including GONA Donor and Donor Members) in good standing. Same person cannot nominate or second more than one candidate for the same office.
c) Nomination Fee Required. Notwithstanding the provision of Sections 11(a) and 11(b) above, no nomination or second of nomination of a candidate for office shall be valid unless the required nomination fee has been paid. If the nomination is rejected for any reason, the nomination fee shall be promptly refunded to the person paying such fee.
d) One Office Only. A candidate shall not be eligible to run for more than one office in any election.
e) Form of Nominations. Nominations shall be in writing and filed in the format prescribed by the N/E Committee which format shall include, at a minimum, the full name, address, telephone number, current email address for each nominee and for each person nominating or seconding such nomination. For the positions covered under Section 8.e., the form shall also make provisions for the information relating to the nominee’s service to GONA. The nomination form shall also contain a sworn statement
i) By the nominee that the nominee has not been convicted of any criminal offense involving moral turpitude anywhere in the world,
ii) By the nominee that the nominee will strictly comply with the Articles of Incorporation and Bylaws of GONA and by the decisions of the Executive
Committee, and Board of Directors,
iii) By the nominee that the nominee will strictly comply with the Election Guidelines and the Code of Conduct during the election period, and
iv) By the nominee and by each person nominating or seconding such nomination that the information provided on the nomination form is true.
f) Materially False or Incomplete Nomination Form. The N/E Committee shall void any nomination form which is incomplete or contains materially false information or which is not accompanied by the nomination fee set by the Executive Committee for the office.
g) Return Receipt Required. The Nomination form, along with nomination fee, shall be sent to reach the N/E Committee on or before the last date for receipt of nominations by any form of mail requiring a signed return receipt.
h) Late Nominations Rejected. The N/E Committee shall not accept nominations received after the last date for receipt of nominations.
i) Verification of Nominations. The N/E Committee shall verify the nominations and notify the nominees of its decision to accept or reject the nominations with
reasons for its actions in writing, which may be done by electronic mail.
j) Preparation and Transmission of Final List of Candidates. The N/E Committee shall accept withdrawals, compile a final list of nominations, and notify the nominees, the Executive Committee and the Board of Directors by electronic mail.
k) Withdrawal of Candidate. A candidate can withdraw from contesting for the position which the candidate was nominated for by informing the withdrawal to the Chairperson or the designee of the N/E Committee in writing, through electronic mail, or fax. If any candidate nominated for GONA office withdraws from contesting the position for which the candidate was nominated after the date set by the Nominations and Elections Committee for the close of nominations then:
i) If there remains more than one candidate for the office, the election shall proceed,
ii) if there remains only one other candidate for that office, that remaining candidate shall be deemed elected, otherwise,
iii) if there is no other candidate for that office, the incoming Board of Directors shall fill the vacancy in accordance with the provisions of Article VIII, Section 6 as if the withdrawing candidate had been elected and installed and then resigned.
Section 12. Ballot Process.
a) The N/E Committee, with the consent of the Board of Directors, shall conduct the process of mailing, receiving, and counting of the ballots. The N/E Committee may contract with one or more external vendors for this purpose. The N/E Committee shall verify that all external vendors are in compliance with the conflict of interest policy of GONA. The external vendors operate under the guidance and supervision of the N/E Committee. N/E Committee is responsible for all actions of the external vendors. N/E Committee can remove the vendors for not following the rules and guidelines or on suspicion of impropriety in their responsibilities. There shall be no interactions or communications between the candidates or their representatives and the external vendors.
b) Preparation of Ballots. The N/E Committee shall prepare ballots listing the names of the contestants in alphabetical order by last name.
c) Mailing of Ballots. The N/E Committee, shall mail, using first class mail or electronic means, such ballots, along with detailed information and instructions about ballot procedure. If paper ballots are to be used, the mailing should include a self-addressed return envelope with a first class mail stamp, or a business reply mail envelope.
d) Counting of Ballots. Within one (1) week of the date set pursuant to Section 10(g) of this Article, the N/E Committee shall commence counting the ballots. Within two (2) days of the commencement of the count, the N/E Committee shall complete the counting and tabulation of the ballots. The N/E Committee shall certify the results of the election and communicate them to the Board of Directors and publish the election results on the GONA web site. If paper ballots are used, each candidate shall have the right to designate up to two representatives (including the candidate) to be present at the counting of ballots.
e) Challenges. A candidate losing an election may, for sufficient cause, after paying the fee established by BOD for such purpose, challenge the result of the specific election that the candidate contested within forty-eight hours of the publication of the election results on the GONA web site by submitting the challenge and the proof of payment of the fee via electronic mail to the Chairperson of the Board of Directors with a copy to the Chairperson of the N/E Committee. The Chairperson of the Board of Directors will call for a meeting of the Board of Directors within three (3) days to review the merits of the challenge and decide further course of action. The decision of the Board of Directors is final and conclusive.
f) Absence of Challenge. If no challenge is received within the prescribed time frame, the ballots shall be destroyed. If a challenge is received within the
prescribed time frame, the ballots shall be preserved for as long as necessary to resolve the challenge, but, in no event, longer than thirty days after the
publication of the election results on the GONA web site.
Section 13. Duty to Timely Complete Election Process. The N/E Committee shall be responsible for completing the election process within the time frame prescribed in Section 2(d) of this Article.
Section 14. Duty to adhere to Election Guidelines and Code of Conduct.
a) The N/E Committee shall provide the Board of Directors with Election Guidelines and Code of Conduct at least two weeks before the beginning of nomination process. The Board of Directors shall approve the Election Guidelines and Code of Conduct at least one week before the beginning of nomination process.
b) The Code of Conduct shall be in place from the time of the announcement inviting the nominations to the time of acceptance of the elections results transmitted by the N/E Committee to the Board of Directors.
c) N/E Committee can recommend emergency amendments to the Election Guidelines and/or Code of Conduct based on new discoveries during the Election process and shall communicate them to all the candidates and the Board of Directors. The Chairperson of Board of Directors will call for a meeting to take place within three (3) days of such notification and can accept all or part of the recommendations of the N/E Committee with at least two thirds of the eligible members present voting affirmatively. The amendments become effective immediately after the affirmative vote by the Board of Directors. The decision of the Board of Directors is final and conclusive.
d) If the N/E Committee has a cause to believe that a candidate violated the Code of Conduct, the Committee shall give the candidate an opportunity to respond to the allegations within twenty four (24) hours of notification by the N/E Committee. The N/E Committee can recommend to the Board of Directors that a candidate be declared ineligible for violation of the Code of Conduct and notify the candidate of its recommendation. The candidate can present to the Board of Directors his/her response within twenty four (24) hours of notification by the N/E Committee. The Chairperson of the Board of Directors will call for a meeting to take place within three (3) days of such notification and can accept the recommendation of the N/E Committee with at least two thirds of the eligible members present voting affirmatively. The decision of the Board of Directors is final and conclusive.
e) If a candidate is declared ineligible by the Board of Directors, any votes cast in favor of that candidate shall be considered null and void.
Section 15. Campaigning in Elections.
f) The addresses, e-mails and phone numbers of GONA members will not be provided to the candidates or their agents.
g) Information about candidates, provided in a prescribed format within the guidelines and the deadline determined by the web master, would be posted on the GONA Web site, and disseminated through the e-mails to members.
h) Information about the candidate, provided in a prescribed format within guidelines and deadlines determined by the N/E Committee, shall be mailed along with the ballots.
Section 16. Definitions. For the purposes of these Bylaws:
a) “Incoming Officeholder” shall mean any person who has been elected to be either an officer or director of GONA but who has not yet been installed
into such office.
b) “Outgoing Officeholder” shall mean the then current holder of such office.
c) “Installation” shall mean the process whereby the Incoming Officeholder assumes the office to which such Incoming Officeholder was elected.
d) “Transition Period” shall mean the period of time between the date upon which the officers and directors of GONA are elected and the date upon which such officer or director is installed into office.
Section 17. Duties of Incoming and Outgoing Officeholders During Transition.
a) Incoming Officeholders. Immediately following election to office each Incoming Officeholder shall take all steps necessary to become familiar with all of the terms and provisions of these Bylaws, including but not limited to the following. The incoming officeholders will take all steps necessary to become familiar with Internal Revenue Service Publication 557 “Tax Exempt Status for Your Organization” and GONA policies on conflict of interest. The incoming officeholders shall sign an affidavit attesting to their familiarity with the bylaws and conflict of interest policy of GONA.
b) Outgoing Officeholders. Each Outgoing Officeholder shall:
i. provide whatever assistance is necessary to acquaint the Incoming Officeholder with all of the information necessary to enable the Incoming Officeholder to carry out and fulfill the duties and responsibilities of their office, and
ii. transfer all books and records of its accounts and transactions that the Outgoing Office Holder has access to along with any other documents or things necessary to carry out such office to the Incoming Officeholder not later than fifteen (15) days following the Installation of the Incoming Officeholder.
Section 18. Ongoing Duties of GONA Officeholders. Each GONA Officeholder, upon Installation, shall be deemed to have consented and agreed to accept the ongoing affirmative duty and responsibility to assist and fully cooperate with the Executive Committee and/or the Board of Directors in any matter pertaining to that Officeholder’s tenure in office. Each current or former Officeholder has an ongoing, affirmative duty, in such cases, to make him or herself easonably available to GONA for such period of time as may be reasonably required to resolve such matter or matters.