a) Any active member may be nominated by petition of twelve active members. All nominees must be certified by the president of the Association or a designee no later than three weeks prior to the second Wednesday in December.
b) Nominating petitions shall be posted on the Gallery bulletin boards. The Executive Committee shall give adequate notice of the election, the candidates and the procedure to the members by mail.
c) The annual election shall be held on the second Wednesday and Thursday in December.
d) All active members are eligible to vote. Voting will be by secret ballot under the supervision and control of the Gallery superintendents. A member must vote in person. There will be no absentee ballots.
e) The ballots will be counted under the supervision and control of the Executive Committee as soon after the polls close as practicable. Ballots with more votes than the number of candidates to be elected shall not be counted. Tied candidates shall determine the winner by lot.
f) A vacancy on the Executive Committee shall be filled by the candidate from the preceding election who received the highest number of votes but who was not elected. If no such replacement exists, the vacancy shall be filled at the next regular election. (As amended, October 20, 2003)
Whenever possible, a vacancy on the Executive Committee shall be filled by a candidate who ran for the Committee in the same election as the vacating member, and who received the highest number of votes but was not elected.
The ‘replacement member’ shall only serve out the term the vacating member would have served if she or he had remained on the Committee.
If a candidate from the same election is not available, or if the candidate receiving the highest number of votes is not available, the Committee may select a ‘replacement member’ from the most recent, or a previous election, or a candidate who received fewer than the highest number of votes.
In any event, the Committee should maintain an odd number of members to avoid the potential gridlock of ‘tie’ votes.
g) No member of the Executive Committee shall be a candidate for a second, consecutive term.
h) Indemnification of Committee Members. To the fullest extent permitted by law, the Committee shall defend, indemnify and hold members of the Executive Committee of Correspondents (“Committee Members”) harmless from and against any and all liability, actions, claims, demands, loss or expense (including reasonable attorneys’ fees) caused by or arising out of any action, failure to act, performance or utterance by a Committee Member in the performance of the Committee Member’s responsibilities or duties, provided that such action, failure to act, performance or utterance was done in the course of and within the scope of the Committee Member’s role as a Member of the Committee; except, however, that the Committee’s indemnity shall not apply where a Committee Member has committed fraud or intentional misconduct, or where a Committee Member fails to cooperate fully with the Committee in the defense of any claim, demand or action. A Committee Member shall give the Committee prompt written notice of any claim, demand or action and cooperate fully in the Committee’s defense of any such claim, demand or action. In the event a Committee Member settles any claim, demand or action for which indemnity is provided without the prior written consent of the
Committee, the Committee shall be released from any and all liability under this indemnity clause. Committee Members also have a right to be represented by separate counsel at the Committee Member’s own expense.’ (As amended, December 12, 2003)
* Amended on November 14, 2005 as follows:
The Executive Committee expanded the current two-year term limit to two consecutive two-year terms for Committee members.
The Executive Committee moved that no two individuals from the same organization may serve simultaneously on the same Executive Committee. Any question of eligibility will be reviewed by the Executive Committee sitting at the time the question arises. If the sitting member of the board changes jobs, moving to an organization which already has a representative on the board, then that person shall not be required to relinquish his/her position, and is allowed to complete the rest of his/her current term.