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Process
Nominations & Elections are currently
underway!! The ballots to vote have been
sent to members.
BCPWHO Board of Directors elections are
held annually. The BCPWHO by-laws are followed
for this process; please reference this
information below. To establish a rotational
Board of Directors Election Schedule, an
election calendar has been established,
based on our date of incorporation as a
non-profit organization. Members in good
standing can nominate themselves or another
member for positions open in that election
year during the open nomination period.
BCPWHO BOARD OF
DIRECTORS
Bylaw Information
6.1. Powers
The activities and affairs of BCPWHO shall
be managed by the Board of Directors. In
addition to the powers and authority expressly
conferred upon them by these Bylaws, the
Board may exercise all the powers of BCPWHO
and do all lawful acts and things as are
allowed by applicable law, by the Charter
of BCPWHO, or by these Bylaws, directed
or required to be exercised or done by the
Members. The Directors of BCPWHO shall be
a President, a Secretary, a Treasurer, a
Program Director, a Public Relations and
Marketing Director and Membership Director.
One person may hold more than one office
except the President may not hold the office
of Secretary.
6.2. Duties
| (a) |
The President shall be
the Chief Executive Officer of BCPWHO,
shall preside at all meetings of the
directors and the Members, shall have
general supervision over the active
management of the business of BCPWHO,
and shall see that all orders and resolutions
of the Board are carried into effect.
He/She shall have the general powers
and duties of supervision and management
usually vested in the office of the
president of an association and shall
perform such other duties as the Board
of Directors may from time to time prescribe.
He/She shall also be an ex officio member
of all committees. The President will
be responsible for managing the BCPWHO
Strategic Plan.
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| (b) |
Vice President. The Vice
President shall be an active executive
officer of BCPWHO, shall assist the
President in the active management of
BCPWHO, and shall perform such other
duties as the President or the Board
of Directors may from time to time prescribe.
The Vice President shall assume the
role of President in the President's
absence.
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| (c) |
Secretary. The Secretary
shall attend all meetings of the Board
of Directors and all meetings of the
Members and record all votes and the
minutes of all proceedings in a book
to be kept for the purpose. The Secretary
shall give, or cause to be given, notice
of all meetings of the Members and of
the Board of Directors when required,
and unless directed otherwise by the
Board of Directors, shall keep records
containing the name of the Members of
BCPWHO, and its principal place of business.
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| (d) |
Treasurer. The Treasurer
shall attend all meetings of the Board
of Directors and all meetings of the
Members. The Treasurer shall have the
custody of BCPWHO's funds and securities,
shall keep or cause to be kept full
and accurate account of receipts and
disbursements in books belonging to
BCPWHO, and shall deposit or cause to
be deposited all monies and other valuable
effects in the name and to the credit
of BCPWHO in such depositories as may
be designated by the Board of Directors.
The Treasurer shall disburse or cause
to be disbursed the funds of BCPWHO
as required in the ordinary course of
business or as may be ordered by the
Board, taking proper vouchers for such
disbursements, and shall render to the
President and directors at the regular
meetings of the Board, or whenever they
may require it, an account of all of
his transactions as Treasurer and the
financial condition of BCPWHO. He/She
shall perform such other duties as may
be incident to his office or as prescribed
from time to time by the Board of Directors
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| (e) |
Public Relations/Marketing
Director. The Public Relations/Marketing
Director shall maintain a calendar of
events and announcements. The Public
Relations/ Marketing Director shall
be responsible for Media Inquiries &
Press Releases, vendor communications
and provide a liaison between BCPWHO
and other business continuity planning
groups. The Public Relations/Marketing
Director will be responsible for Brochures,
Use of Logo, Trade Show Booth/BCPWHO
marketing materials and document templates.
The Public Relations/ Marketing Director
shall provide event updates to the Information
Director, in order keep the BCPWHO website
current.
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| (f) |
Program Director. The
Program Director shall be responsible
for planning and arranging all BCPWHO
activities including meetings, seminars,
and special functions. Shall be responsible
for the arrangement of speakers, panels,
and topics to be presented at meetings,
webinars, conferences or other to be
determined BCPHO engagements and is
responsible to arrange for payment of
any costs involved through the Chapter's
Executive Committee and will be the
BCPWHO Coordinator for the Request In-Take
Process)
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| (g) |
Membership Director. The
Membership Director shall be responsible
for membership drives. The Membership
Director shall be responsible for maintaining
membership mailing and member status
lists and providing membership reports
to the Executive Committee. The Membership
Director will also resolve individual
membership issues. The Membership Director
will be responsible for membership application
approvals and upon approval, following
up with the future member on the process
to become a paid member. |
| (h) |
Information Director -
The Information Director shall be responsible
for managing the BCPWHO website content,
and reviewing layout/content strategy
changes with the Executive Committee.
The Information Director will be the
primary liaison between the Executive
Committee and the BCPWHO Webmaster.
The Information Director will be responsible
for managing the posting of documents
and keeping the website content current. |
| (i) |
Strategic Alliances Director
- The Strategic Alliances Director shall
be responsible for Sponsorships and
Partnerships w/ other organizations
and associations. The Strategic Alliance
Director shall also be responsible for
managing our Sponsor relationships,
including special joint promotions.
The Strategic Alliances Director is
also responsible for reviewing and coordinating
Sponsor renewals. |
6.3. Number, Term, Appointment, and
Qualification
| (a) |
Number. The Board of Directors
shall consist of not less than five
(5) or more than nine (9) members. Subject
to the provisions of paragraph 6.2(b)
and (c) hereof, the exact number within
such maximum and minimum numbers shall
be determined from time to time by resolution
adopted by a majority vote of the entire
Board of Directors then voting.
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| (b) |
Increase in Number. The
number of members of the Board of Directors
may be increased from time to time by
the Board of Directors. The number of
directors may be increased by the Board
of Directors upon the affirmative vote
of a majority of the entire Board then
voting. If the number of directors is
increased by the Board, a vacancy or
vacancies caused by such increase shall
be filled in accordance with the provisions
established by the Board at the time
the number of offices for directors
is increased.
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| (c) |
Decrease in Number. The
number of members of the Board of Directors
may be decreased by the Board of Directors
at any time that there is an unfilled
vacancy or there are unfilled vacancies
on the Board of Directors, provided
that the number of members may be decreased
only to the extent of the number of
vacancies on the Board of Directors
existing at that time. If the number
of directors is decreased by the Board,
such action shall be taken by the affirmative
vote of a majority of the directors
then in office and voting even if less
than a quorum exists.
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| (d) |
Appointment. Directors
shall be appointed by a majority vote
of the membership.
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| (e) |
Qualification.
Directors need not be residents of Tennessee,
but must be of legal age. All directors
must demonstrate the deep commitment
to the science of business continuity
operations and related emergency management.
Board members are accountable to the
membership and must be active members
in good standing of BCPWHO
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| (f) |
Terms of Office.
The Board of Directors shall establish
the terms of office for the Members
of the first Board of Directors. The
initial Board shall consist of the individuals
described in the Addendum to these Bylaws.
This initial panel of the Board of Directors
hereby affirm their assent to serve
in this capacity. Elections will be
held every two years in a manner and
timeframe to be determined by the Board
of Directors. Subsequent Board members
need not be reflected in these Bylaws,
but may be identified in any resolution
by the then-current Board of Directors. |
6.4. Quorum
A majority of the total number of directors
in office shall constitute a quorum for
the transaction of business. If, at any
meeting of the Board of Directors, there
shall be less than a quorum present, a majority
of those present may adjourn the meeting,
without further notice, until such time
to allow a meeting at which a quorum shall
have been obtained.
6.5. Manner of Acting
The act of a majority of the directors
present at a meeting at which a quorum is
present shall, unless otherwise provided
by applicable law or these Bylaws, be the
act of the Board of Directors. Any action
required or permitted to be taken at a meeting
of directors may be taken without a meeting
if a consent in writing (including email),
setting forth the action so taken, is signed
by a majority of the directors. Such written
consent shall have the same force and effect
as a majority vote at a meeting of the Board
of Directors.
6.6. Meetings; Notice
Meetings of the Board of Directors may
be held either within or without the State
of Tennessee and may be held electronically
so long as all participants can hear and/or
see and/or interact as appropriate and necessary
to participate in the meeting. Notice of
a meeting of the Board of Directors need
not state the purpose of, nor the business
to be transacted at, such meeting.
| (a) |
Regular Meetings. Regular
meetings of the Board of Directors shall
be held at such times as are fixed from
time to time by resolution of the Board,
and may be held without notice of the
time or place therefor. Notwithstanding
the foregoing, a regular meeting shall
be conducted, at a minimum, on an annual
basis (the Annual Meeting).
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| (b) |
Special Meetings. Special
meetings may be held at any time upon
call of the President, a Vice President,
or any two (2) directors. Notice of
the time and place of each special meeting
shall be given to each director at his
business address, as shown by the records
of BCPWHO, at least forty-eight (48)
hours prior thereto if emailed or given
in person by telephone. If emailed,
notice shall be deemed to be delivered
once the email is sent to the directors
email address as it appears on the records
of BCPWHO at the close of business on
the record date established for such
meeting. Any director may waive notice
of any meeting before, at, or after
such meeting and the attendance of a
director at a meeting shall constitute
a waiver of notice of such meeting except
when a director attends for the sole,
express purpose of objecting to the
transaction of business thereat, on
the ground that the meeting is not lawfully
called or convened, and so states in
writing prior to the conduct of any
business at the meeting. |
6.7. Removal
Directors may be removed by a majority
vote of the Board of Directors or, if no
such action is taken, a majority vote of
the Members.
6.8. Compensation
Directors, and members of any committee
of the Board of Directors, shall be entitled
to such reasonable compensation for their
services as directors and members of any
such committee if any such compensation
is established and is so fixed from time
to time by resolution of the Board of Directors.
Further, if established by the Board of
Directors by resolution, directors shall
also be entitled to reimbursement for any
reasonable expenses incurred in attending
such meetings. Any director receiving compensation
under these provisions shall not be barred
from serving BCPWHO in any other capacity
and receiving reasonable compensation for
such other services.
6.9. Indemnification of Directors
BCPWHO shall indemnify each present and
future director of BCPWHO, or any person
who may have served at its request as a
director or officer of another company (and,
in either case, his/her heirs, executors,
and administrators) to the full extent allowed
by the laws of the State of Tennessee, both
as now in effect and as hereafter adopted.
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