To run for a seat on CALSEIA's Board of Directors, nominees/candidates must be a CALSEIA member in good-standing for at least one year, be willing to adhere to the Board Responsibilities, and fit the following criteria for nomination and candidacy in CALSEIA's Board of Directors elections.
Nomination & Election of Directors
The Nominations Committee shall present to the Board a slate of nominees for election to the Board of Directors no later than October 20 if a business day, or midnight of the first business day following. This slate shall include nominees for each category due to expire. Recommendations for nomination may be made by any current Member. Nominees are eligible for candidacy if they have been a member in good standing for a minimum of one year at any time prior to the election. Nominees shall have the option of declining a nomination.
Upon receipt by the Board of Directors of the slate of nominees from the Nominations Committee, and no later than November 1, one (1) ballot shall be sent to each voting member or member company by the Secretary or his designee, together with biographical information on each candidate. Once submitted, no ballot can be withdrawn or recast. Election ballot records shall be retained by the Association for a period of five (5) years and made available to any current Member upon request.
Board Member Responsibility
Obligations and Liabilities. A volunteer, unpaid member of a nonprofit organization governing board does indeed have legal obligations and personal liability risks. The State of California, where CALSEIA is incorporated, has codified rules governing California nonprofits in the California Corporations Code:http://www.leginfo.ca.gov/.html/corp_table_of_contents.html
Principal Duty. A board member must be “loyal” to the organization, putting the organization’s interests ahead of those of the member or the member’s company. Thus when participating in making decisions on behalf of CALSEIA, board members must act in CALSEIA’s best interests, which may not be the best interests of the member or the members company.
Three Sub-Duties. Board member loyalty requires: (a) avoiding/disclosing conflicts of interest; (b) maintaining confidentiality on behalf of the organization; and (c) not appropriating business opportunities from the organization. For CALSEIA board members, all three of these – conflicts, confidentiality, and business opportunities - are important.
Conflicts of Interest. A board member who has other interests that may be adverse to those of the organization, especially financial interests, must disclose them to the organization.
Determinations of Conflicts. It is the organization, not the individual board member, that has ultimate authority to determine if a conflict exists and how to resolve it.
Resolution of Conflicts. If a conflict exists that could affect objective decision-making, the organization could determine to: (a) accept the conflict and take it into consideration in decision- making; (b) ask the board member to recuse – refrain from participating in decision-making on the matter where a conflict exists; or, in extreme cases, (c) ask the board member to resign from the board.
Confidentiality. As with businesses, the board of a nonprofit organization is often required to consider confidential matters – for example, transactions being considered or negotiated, proposed legislative/regulatory strategies, or decisions in legal proceedings. At CALSEIA, given the frequency of discussions on sensitive legislative and regulatory matters, confidentiality of board discussions/decisions is especially important.
Business Opportunities. A nonprofit corporation, as with a business, effectively “owns” the opportunities it generates; board members may not exploit those opportunities for their own companies without permission from the “owner.” This is likely less important at CALSEIA than conflicts and confidentiality, but should be recognized.
Managing Risk. Nonprofit organizations have multiple strategies available to help reduce risk to board members from accusations of violating obligations or claims of personal liability. CALSEIA indemnifies board members against most any claim, defense, settlement, and judgment by means of broad liability insurance with coverage that extends to board members.
Answers to Questions. A board member should determine the ramifications for obligations and liability before speaking or acting on behalf of the organization, not afterwards. At CALSEIA, questions on board duties will be answered by the President or other senior executives.