Following memo, proposing a phase-in of the new VAR Board of Directors structure, was sent this morning to the Board of Directors. We seek local association input on the plan as well. As noted in the memo, if you or your leaders have comments, suggestions, concerns, etc., please contact me, President John Powell, or members of the VAR Board of Directors.
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VAR Directors — Attached are two documents related to the required reconfiguration of the VAR Board of Directors to adhere to the new four-tiered representation structure approved by the Delegate Body in amendments it made to the VAR Bylaws on February 13, 2009.
The first document color-codes the CURRENT (2009) Board of Directors by tier. You’ll see a legend showing the color assigned to and number of current directors in each tier. The second is a mock-up of NEXT YEAR’S (2010) Board of Directors; it includes only those directors whose terms don’t expire at the end of this year (2009).
You’ll note that there will be no Tier 2 seats available for next year, because there are eight current directors whose terms will extend into 2010. However, there will be seven tier 3 seats, one tier 4 seat, and two tier 1 seats available for 2010. It’s likely several current directors with 2009 expiring terms who are eligible to serve another term will run again where there is a vacancy in their tier.
My concern at this point is how to stagger terms – in tier 2, in particular. The Bylaws require staggered terms, but as you’ll see, in that tier, they’re not. We have considered several alternatives for accomplishing this. After consideration, the Leadership Team is now recommending to you the following protocol, which will require Board of Directors approval for implementation:
The staggering of terms in Tier 1 may be accomplished with the election this September of two additional directors for terms 2010-2012.
In order to balance the terms in Tiers 3 and 4, certain directors would be elected this September for terms of fewer than three years.
> In Tier 3, the two current directors in that tier have terms expiring in 2010; therefore, one additional director would be elected for a one-year term (ending in 2010); three directors would be elected for two-year terms (ending in 2011) and two directors would be elected for full three-year terms (ending in 2012).
> In Tier 4 (which is allocated a total of three directors), the one current director has a term expiring in 2011; therefore, one additional director would be elected for a one-year term (ending in 2010); and one director would be elected for a full three-year term (ending in 2012).
To determine with candidate gets which terms, the longest terms would be awarded to the candidate(s) receiving the most votes in a tier.
We recommend that staggering terms in Tier 2 be accomplished via a two-year phase-in. In short, since all eight directors in Tier 2 were elected to and deserve full terms, we recommend doing nothing related to term adjustments in the tier for 2010, but in the September 2010 elections for 2011 director seats, certain directors would be elected terms of fewer than three years, and the longest terms would be awarded to the candidate(s) receiving the most votes in that tier.
Under the new Bylaws provisions, applications for 2010 VAR Board of Director seats are due June 1, 2009. So that local associations may determine which candidates may run, time is of the essence in approving this – or some alternative – proposed plan.
President John Powell will be scheduling a special Board of Directors conference call soon so that you may discuss and make a decision on this matter. I’ll be sending you that date, time and connecting instructions when the date is determined.
In the meantime, if you have questions or suggestions, please contact me or President John Powell.
Thank you for your attention to this matter.
