The following changes to POMA’s bylaws have been recommended by POMA’s strategic planning committee. The changes must be reviewed and voted on by POMA’s Voting media members.

Please review the proposed changes, in red, below and cast your vote to approve or deny the ratifications.

Review POMA’s current bylaws.

Article III Governance

3.1 POMA shall be governed by a 10-member Board of Directors (excepting 3.1(b) v, as described below). There may be two classifications of Board members: 1)Voting Media Directors, and 2) Corporate Partner Board Directors. Directors are elected from the Voting Media Membership, with the exception of one Director who is elected from the Corporate Partner membership. Any further reference herein to “Board of Director(s),””the Board,” “Director(s)” shall include only Voting Media Member Director(s) unless specifically referencing the inclusion of Corporate Partner Board Directors.

Replace section 3.1 (a) with below.

a. Directors and Officers: The Board shall consist of a President, First Vice President, and Second Vice President, Treasurer, and Secretary, which make up the Executive Committee, and five (5) Directors, subject to 3.1(b) v. All Directors have voting privileges on Board actions. The Corporate Partner Board Director, while eligible to vote on items presented to the Board of Directors, including election of officers, is not eligible to serve as an officer or chairman.

b. Board will also establish a legal counsel and medical positions. These positions shall serve ex-officio on the Board of Directors.

c. Board will perform an annual review of Executive Director.

Replace section 3.1(a)(i), (iii), (iv), (vi),

  1. Only current Voting Media Members in good standing, as designated in Section 6.2(a) of these Bylaws may be elected as Voting Media Directors. Voting Media Directors must maintain their voting status throughout their term of the Board.

Election, Term, Vacancies.     The officers shall be elected by the Board of Directors at the annual meeting for a term of two (2) years and shall serve no more than two consecutive terms in any one of these offices.  Regardless of the number of consecutive terms any person shall have served in any one of these offices, other than that of president, such person shall be eligible to serve two (2) consecutive terms as president.  An elected officer, whose term as a Director expires during a term of office, may continue to serve as Director until the conclusion of that term of office.  However, a Director serving a first term as president when his or her term as a Director would expire may serve a second consecutive term as president and his or her term as Director shall extend to coincide with that final term as president.  The outgoing president shall remain an ex-officio member of the Board of Directors for one (1) year.  A vacancy among the officers, other than the president, shall be filled by the Board of Directors until the next annual meeting. In the event of a vacancy in the office of the president, the vice presidents will succeed, in the order of their rank, until the next annual meeting.

a. Ascension would be first VP to President. Second VP would fulfill duties of first VP.

b. The officers of the shall be:  the president; a first vice president; a second vice president; a secretary; a treasurer; and the executive director who shall serve without privilege of vote.

c. Develop job descriptions with duties and responsibilities for all board of directors’ seats and officer positions. All would be expected to either chair a committee or serve actively on one or more committees.

d. Board members, including the Corporate Partner Director, shall elect a 2nd Vice President, Secretary and Treasurer at the annual meeting.

e. Directors may not serve consecutive terms. A Director must be off the board for three (3) years before running for a Director position again; but may run for an officer position at any time.

f. Write standard operating procedures for Board Nominating Committee so they understand their role: see Article X, 10.1 (a).

  • Review of candidates
  • Performance review of sitting board members (and removal recommended if necessary)

Replace section 3.1(a)(vi)

vi.  The President presides over all meetings of the Board of Directors, acts as liaison between the executive director and the Board.

Replace section 3 (b) (ii)  (all Section 3.1)

Keep Section 3.1 (b) (i), (iv)

Replace in section 3.1 (b) (iv); (c) (any other sections in bylaws) Insert “President” and replace “Chairman.”

Article X Committees

Add to 10.1 (a) – Board Nominating

  1. Composition.  There shall be a nominating committee consisting of five (5) members.  Two (2) shall be members of the Board of Directors, three (3)) shall be from the membership at large.
  1. Method of Election, Term, Vacancies.  Members of the nominating committee shall be elected by the Board of Directors at the annual meeting for a term of three (3) years or until their successors are elected.  The terms of office shall be staggered so that in year one, two (2) terms shall expire, in year two, two (2) terms shall expire and in year three, one (1) term shall expire, at each annual meeting of the Board of Directors.  The term of the newly elected nominating committee member(s) shall begin at the close of the annual meeting at which elections are held.  The Board of Directors shall have the power to fill vacancies on the committee until the next annual meeting of the Board of Directors.
  1. Selection and Term of Chair.     The chair of the committee shall be appointed by the board from among the committee members for a term of one (1) year and shall serve as chair for no more than three (3) years.  If a vacancy occurs in the office of chair, a new chair shall be appointed to serve for the remainder of the unexpired term by the board, which chair shall be chosen from among the members of the existing committee.
  1. Quorum.     Three (3) of the members of the committee must be present to constitute a quorum for the transaction of business.
  1. Responsibilities.

a.)        The committee shall present to the Board of Directors at the annual meeting a single slate of nominees for officers of the board, a single slate of nominees for Directors of the Board, and a single slate of nominees for the nominating committee.

(b)       Nominations may be made by a member of the Board of Directors from the floor at the annual meeting, provided that the eligibility of the individual(s)  has been established and that written consent of such individual(s) has been secured and submitted to the presiding officer prior to the opening of the meeting.

 

Strategic planning
Audit
Marketing/Branding
Fund development/Foundation
Bylaws
Membership
Legal

Article XI Funds

11.2 The Executive Director shall manage the daily operations of the fund. The Executive Director shall provide a monthly financial report to the Board and annual report to the membership.

Article XII Financial Review

Add:

12.2 Executive Director will review, annually, organization’s tax form 990 with all Board Directors prior to filing with the Internal Revenue Service.

SOX (Sarbanes–Oxley Act)

Whistle Blower Policy

 

Cast your vote to approve or deny the proposed changes.