ASEA Board of Directors

Guidelines for Board of Directors

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The Board of Directors consists of the following:

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• The President, Vice President, Secretary, and Immediate Past President of the association

• A total of 23 directors elected by districts. (See the district map)

• Up to six at-large retired members

• Up to two at-large members

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Only such members as having been voting members of the association for a period of at least 12 consecutive months immediately preceding the commencement of the term for which they seek election shall be eligible for election to the board.

 

A candidate for district director must be an active member in the district which they seek to represent.

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A district director who retires during his/her term shall continue to serve until the next annual election. Potential candidates shall apply to the Executive Director, and it will be presented to the full board. Board terms are for two years. The board meets quarterly in addition to the annual business meeting which is open to all ASEA members.

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A board member shall be deemed to have vacated the office if:

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a)   the board member misses three consecutive regularly scheduled board meetings; or
b)   the board member misses two consecutive regularly scheduled board meetings without providing, before the meeting convenes, a reason acceptable to the board; or
c)   the Executive Committee may review all board members attendance records at the end of the fiscal year and can bring recommendations for removal to the full board at any scheduled board meeting.
The Executive Committee may review and make recommendations to the full ASEA board at any regularly scheduled board meeting to remove any board member by three-fourths vote for conduct deemed detrimental or violating the oath of office.

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Association Bylaws

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Presented to the Board August 21, 2021, updated 9/29/2021 

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Article I - Classes of Membership

 

Section 1.

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Active Membership: Any person employed in a capacity designated as an employee with the state of Arkansas may be eligible for active membership with the payment of annual membership dues. Participants in a DROP plan who have not retired may be eligible for active membership status. Retired members who return to work in a full-time position may be eligible for active membership. 

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Section 2.

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Retired Membership: All persons, or surviving spouses of persons, previously employed by the state of Arkansas who are drawing retirement pay for the Public Employees Retirement System, Highway Department Retirement System, Teachers Retirement System, State Police Retirement System, or TIAA-CREF may become retired members with the payment of annual membership dues. They may hold office and vote on any subject that may be brought before the association. 

 

Section 3.

 

Lifetime Membership: Upon retiring, members pay(paid) a lump sum payment to obtain lifetime membership status. The amount can be recommended by the Membership Committee and voted on by a majority vote by the Board of Directors.

 

Section 4.

 

Associate Membership: Anyone who desires to support the endeavors of the association may become an associate member. Associate members are not eligible to receive or apply for the benevolent benefit, or an ASEA scholarship. The annual membership dues for associate members may be established by the Board of Directors.

 

Article II - Annual Dues 

 

Section 1.

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Active members shall pay dues of $52.00 per year. Dues paid annually shall be due on the expiration of 12 months from the date membership is established. Active members not paying dues on an annual basis shall pay dues by the payroll-deduction method. The bi-weekly deduction shall be $2.00. The monthly deduction shall be $4.00. The semi-monthly deduction shall be $2.17. The monthly deduction shall be $4.34. 

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Section 2.

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Retired members shall pay $24.00 in annual dues. Members who are in the DROP or who return to work in a fulltime position shall pay $52.00 a year. Retired members may also make a lump sum payment of $200 to achieve a lifetime membership status. 

 

Section 3.

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Any active, retired or associate member whose annual dues for any year have not been received by ASEA shall be dropped from membership in 60 days.

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Section 4.

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Associate member dues are $26 and are paid annually.

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Article III - Officers 

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Section 1.

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The officers of the association shall consist of the President, Vice President and Secretary. The terms of the officers shall commence with the adjournment of the business meeting and shall continue for two years. In the event the business meeting is held after July 1st, the officers shall take the oath of office at the first regular quarterly Board of Directors meeting and their term shall commence immediately after taking the oath. No person shall be a candidate for a 3rd consecutive term in any office.

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Section 2.

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The officers of this association shall have been members of the ASEA Board of Directors for a period of at least 12 consecutive months preceding their election and shall be nominated and elected as hereinafter provided.

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Section 3.

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The election of officers may be by secret ballot or electronically as provided in these bylaws.

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Section 4.

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If a vacancy should occur in the office of the President, the Vice President shall succeed to the office of President and shall complete the unexpired term. Vacancies in the offices of Vice President or Secretary shall be filled by appointment by the President with the advice and consent of the Board of Directors, for the remainder of the unexpired term.

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Article IV - Board of Directors 

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Section 1.

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The Board of Directors shall consist of the following:

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a) The President, Vice President, Secretary, and Immediate Past President of the association.
b) Twenty-three directors elected by districts. See the district map.
c) Up to six at-large retired members.
d) Up to two at-large members. 

Section 2.

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Only such members as having been voting members of the association for a period of at least 12 consecutive months immediately preceding the commencement of the term for which they seek election shall be eligible for election to the board. A candidate for district director must be a member in the district which he/she seeks to represent and be an active member. A district director who retires during his/her term shall continue to serve until the next annual election. Potential candidates shall submit an application to the Executive Director and it will be presented to the full board. Board terms last two years. 

 

Section 3.

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Additional board members shall be added to provide for representation based on geographic area and membership. The Board of Directors shall divide the state into districts based upon geographic area and membership and shall establish district boundaries. They shall establish the number of directors for each district. Such a plan must be approved by three-quarters of the Board of Directors or by a majority vote by the delegates to any convention.

 

Section 4.

 

A board member shall be deemed to have vacated the office if:

 

a) the board member misses three consecutive regularly scheduled board meetings; or
b) the board member misses two consecutive regularly scheduled board meetings without providing, before the meeting convenes, a reason acceptable to the board; or
c) the Executive Committee may review all board members attendance records at the end of the fiscal year and can bring recommendations for removal to the full board at any scheduled board meeting.

 

Section 5.

 

The Executive Committee may review and make recommendations to the full ASEA board at any regularly scheduled board meeting to remove any board member by three-fourths vote for conduct deemed detrimental or violating the oath of office. 

 

Section 6.

 

a) At least one-third of the district directors shall be elected each year. Their terms shall commence with the adjournment of the regular business meeting immediately following the election. Newly elected officers shall be sworn in at the next business meeting.
b) Only members of a specific district shall vote to elect a director for that district.
c) If any district of the association has more than one director assigned to it, the directors shall be assigned a position number within the district. Candidates for these offices shall state clearly on the nominating petition the district number and the position within the district for which they desire to be a candidate. 

 

Section 7.

 

Vacancies on the Board of Directors shall be filled until the next regular election by appointment by the Board of Directors, provided that a member from the same district in which the vacancy exists shall be appointed. Nothing in this section shall preclude the appointed director from being a candidate in the next regular election. Potential candidates shall submit an application to the Executive Committee for recommendation to the full board.

 

Section 8.

 

A majority of the Board of Directors shall constitute a quorum for conducting business. Meetings of the Board of Directors shall be held quarterly at such times and places as it shall determine. Special meetings shall also be called as provided in these bylaws.

 

Section 9.

 

Officers and board members shall take an oath of office and sign a confidentiality agreement. This agreement states that each officer and director has read and understands the by-laws and agrees to keep certain records, financial reports and other information deemed by the President to be held in confidentiality.

 

Section 10.

 

The President or Area Director who submits a letter of resignation will be removed effective immediately upon receipt by the President or Executive Director. The board will not have to confirm. 

 

Article V - Duties of Officers and Board of Directors 

 

Section 1. - President

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The President shall preside at all meetings of the association and of the Board of Directors. The President shall serve as Chief Executive Officer of the association and shall perform such duties as usually pertain to the office of President and such additional duties as shall be directed by the Board of Directors. During his/her term, the President shall be a member of the SEBCO Board of Directors. 

 

Section 2. - Vice President

 

The Vice President shall assist the President when called upon to do so, and in the absence or disability of the President, shall preside at meetings of the association and of the Board of Directors. The Vice President shall perform such further and additional duties as shall be determined by the President or the Board of Directors.

 

Section 3. - Secretary

 

The Secretary shall record all minutes of the Board of Directors, all applicable committee meetings and shall serve as Chairman of the Finance Committee. 

 

Section 4. - Directors

 

Directors shall attend four quarterly board meetings per fiscal year. One of the four meetings takes place during the association’s business meeting.

 

During regular board meetings, directors review the business operations, policy agenda and review the short and long-term goals of the association.

 

During the annual business meeting, the director shall preside over their district caucus meeting. Attendees of the caucus meetings discuss and debate whether to approve or disapprove resolutions submitted by chapters, the Executive Director, members, and the board.

 

Directors are responsible for promoting, maintaining and encouraging membership throughout their district.
Directors shall assist, communicate and attend chapter and non-chapter meetings throughout their district.
Directors communicate ideas and concerns from members in their district to the full board.              

 

Section 5.

 

Edit the board of directors term expirations spreadsheet every year.

 

Section 6.

 

The Executive Director oversees maintaining Directors and Officers Bond. 

 

Section 7.

 

All officers and members of the Board of Directors, upon their removal from office or at the expiration of their term, shall surrender to the Board of Directors all records and property of the association.

 

Article VI - Board Meetings 

 

Section 1.

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The board shall meet quarterly. The Executive Director shall set the dates for the fiscal year. At least 14 days’ notice shall be given for all regular meetings. One of the four meetings shall be held at the association’s business meeting.

 

The President may call a special meeting of the board by directing the Executive Director to notify each member of the board at least three days in advance of such meeting, together with a statement of the purpose of the meeting. The business conducted in any special meeting shall be restricted to the purpose for which it is called.

 

Article VII - Committees 

 

Section 1.

 

The President shall appoint the three following standing committees and such special committees as the President or Board of Directors shall deem necessary in the conduct of the association’s business: Finance Committee, Legislative Committee and Membership Committee. The Secretary shall serve as Chairperson of the Finance Committee. The Vice President shall serve as Chairperson of the Membership Committee. The President shall appoint a board member to chair the other standing committees and all special committees. 

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Section 2.

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Each committee shall perform such duties and assume such responsibilities as shall be assigned to it by the Board of Directors, or as shall be delegated to it by the bylaws.

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a) The Legislative Committee shall handle all matters pertaining to proposed legislation.
b) The Membership Committee shall plan, organize, analyze, and assist in all matters pertaining to increasing and maintaining association membership.
c) The Finance Committee shall have responsibility for the budget and all financial matters pertaining to the association.

 

Section 3.

 

There shall be an Executive Committee composed of the officers and four members of the Board of Directors, two of whom shall be appointed by the presiding President, and two of whom shall be elected by the Board of Directors.

 

Section 4.

 

The Executive Committee shall carry out the policies of the association as established by the convention and the Board of Directors. The Executive Committee shall have the power to hire, terminate and fix the compensation of the Executive Director, who will be responsible for the hiring, dismissal and fixing of compensation of other employees of the association. The Executive Committee will review all internal affair matters pertaining to finances, business practices, company benefits, staff salaries, and make recommendations to the Executive Director and the board. The Executive Committee shall vote on all stock held in the name of the association. 

 

Section 5.

 

Any appointed committee member shall serve at the pleasure of the presiding President.

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Article VIII - Election of Officers and Directors 

 

Section 1.

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The election of officers and directors of the association may be by secret ballot by a majority vote of the members voting, each member being entitled to one vote. Such voting may be conducted by various methods in accordance with the procedure set forth herein.

 

Section 2.

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Nominations for officers and directors shall be made on nominating petitions. The petitions shall be furnished to any member upon request.

 

Petitions for nominations for candidates for President, Vice President, Secretary, and at-large retiree directors shall contain the signatures of at least 10 voting members of the association.

 

Petitions for nominations for candidates for directors to be valid shall contain the signatures of at least 10 voting members of the association of the district, which the candidate seeks to represent.

 

Each nominating petition shall contain the following information: name, address, department or agency by which the member is employed, and the date on which the petition is signed. In addition, the nominating petition shall contain the signature of the candidate over a statement that he/she shall accept the nomination.

 

Nominating petitions shall be received by the close of business on March 15th.

 

The Executive Director and Membership Clerk shall review the nominating petitions to verify the petitions and confirm the candidates’ eligibility. 

 

Section 3.

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Candidates will be notified of their eligibility status by the Executive Director in conjunction with the Membership Clerk. Disputes will be reviewed by the Executive Committee. 

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Section 4.

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Within 20 days after the candidates have been determined, ballots for contested positions shall be returned to ASEA by fax, email, postal service, or text. Ballots will not be mailed in elections for uncontested positions. All ballots to be counted must be received by ASEA by the close of business on May 2nd. Ballots must be received individually and must be postmarked if mailed to be valid. 

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Section 5.

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Not later than April 1st of each year, the President shall appoint a Board of Tellers to supervise the counting of the ballots. Such board shall meet on the first workday immediately following May 2nd and shall remain in session until the count is certified. The Executive Director shall certify the results of the election to all candidates by May 5th, at the next business meeting and in the next issue of ASEA News.

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Section 6.

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When a majority of the votes cast in any election is not obtained by any one candidate, a runoff election will be held between the two candidates receiving the highest number of votes. Runoff election ballots will be mailed from ASEA no later than May 10th and must be returned in order to reach ASEA no later than the close of business on May 25th.

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The Board of Tellers shall meet on the first workday following May 25th and shall remain in session until the count is certified.

The candidate receiving the majority of votes cast shall be declared elected. 

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Section 7.

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The Executive Director is authorized to provide personnel in addition to the regular office staff for the purpose of carrying out the election procedures, including the counting, tallying and certifying of the election results. All records of the election shall be held for inspection by any member for a period of 60 days following an election.

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If an unsuccessful candidate desires a recount, it shall be obtained by submitting said request in writing to the association office within 30 days of the date of the letter, notifying the candidate of the results of the election and by placing a deposit of the amount necessary to defray the expense of a recount with the Executive Director. In the event the recount results in the election of such candidate, the deposit shall be refunded. All members of the Board of Tellers shall sign an appropriate form certifying the results of the election.

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Article IX – Chapters 

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Section 1.

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Chapters of the association shall be formed by members of ASEA for the purpose of performing community service and hosting forums with ASEA field representatives, elected officials and special guests. Chapter members are urged to invite non-ASEA members to attend. Chapters can also accumulate points to compete for the Chapter-of-the-Year Award. 

 

Section 2.

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The chapter shall consist of a President, Vice President and Secretary. Their terms shall commence with the election of chapter officers and expire one year from the election.
Active, retired and lifetime members of the chapter are eligible to hold office and shall vote in the chapter election.

 

Section 3.

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Chapters of the association shall be deemed active if below requirements are met:

The chapter has met at least twice within the last fiscal year.
The chapter has elected officers not less often than biennially.

 

Article X - Delegates 

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Section 1.

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All officers and directors of the Board of Directors of this association shall be delegates-at-large to all conventions. Officers-elect and directors-elect shall be seated as delegates-at-large at the business meeting immediately preceding the commencement of their term. 

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Section 2.

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Each chapter shall be entitled to at least one delegate and one alternate to the business meeting, or any special convention, and all Chapter Presidents shall be entitled to attend all conventions as delegates-at-large. If a Chapter President finds it impossible to attend any convention, he/she shall request the chapter to appoint an alternate for him/her. If the Chapter President is a delegate-at-large by virtue of being a member of the state Board of Directors, a chapter alternate shall be the delegate-at-large in place of the President.

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Section 3.

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A chapter shall be entitled to one additional delegate and one additional alternate for each 100 voting members or major fraction thereof over and above the first 100 voting members.

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Membership for this purpose shall mean paid voting members 90 days preceding the date of any convention.

Any chapter shall request in writing, 90 days preceding the date of any convention, additional delegates to such convention based on its total membership. The chapter shall provide a list of its members for verification and shall certify they are voting members of the chapter.

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It is the responsibility of the Internal Affairs Committee to certify the number of delegates for any chapter requesting additional delegates. 

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Section 4.

 

Each chapter shall elect delegates and alternates from among the paid, voting members of the chapter.

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The Chapter Secretary will certify the delegates and alternates to the Executive Director. Not less than 90 days before the convention, the Internal Affairs Committee shall establish deadlines by which delegates and alternates shall be certified. 

 

Article XI – Annual Business Meetings 

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Section 1.

 

A regular convention of the delegates of this association may be held every year at such time and place as may be designated by the Executive Committee of the board of directors acting on the recommendation of the Executive Director. Notice of a call for a business convention may be given with at least 30 days notice and announced in the ASEA newsletter.

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Section 2.

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Thirty-five percent of the certified delegates shall constitute a quorum for the purpose of conducting business at any convention. 

Section 3.

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The Executive Committee of the board of directors with the recommendation of the Executive Director may call a special board meeting to conduct business instead of calling for an annual business convention. Board members will serve as delegates to those members in their respective districts. A majority of board members in attendance shall constitute a quorum and all business shall pass with a simple majority vote.

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Article XII - Rules of Order 

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Section 1.

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Robert’s Rules of Order shall govern the conduct of meetings of the association and meetings of the Board of Directors.

The President may appoint a parliamentarian at each and all meetings of the association and meetings of the Board of Directors.

 

Article XIII - Amending Bylaws 

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Section 1.

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These bylaws shall be amended at any annual or special convention or by a three-fourths vote of the board members present and voting at a regular meeting of the Board of Directors. Any proposed change in the bylaws must be published in ASEA News at least 30 days prior to the next regularly scheduled board meeting or business meeting. 

 

Section 2.

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Amendments adopted at the annual or any special convention of this association, unless otherwise provided, shall become effective immediately.

 

Article XIV - Previous Bylaws 

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Section 1.

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These bylaws will become effective upon their adoption at the next regularly scheduled board meeting, or a specially called board meeting of ASEA, and all previous bylaws are then rescinded.

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