September 20, 2006
NATIONAL SKI PATROL
NSP Announcement from the National Board
The NSP Board of Directors met on September 12, 2006 via conference call to discuss various issues regarding the upcoming board election scheduled for Fall of 2006. Well over 100 members voiced opinions concerning the election. Specifically, input from these members indicated that they felt it was important to have at least two candidates for every open seat on the board. Some also voiced concern over the nominating process and the qualifications of the candidates.
The root issue is whether the NSP board of directors should move to fill seven available vacancies, or fill four available vacancies and leave three unfilled. A number of division directors expressed concerns over the proposed candidate to open seat ratio and the election procedures. They suggested that only four of the open seats be filled from the slate of eleven candidates. Several other division directors expressed the desire that all seven open seats should be filled from the slate of eleven candidates. The board also discussed the potential ambiguity with regard to certain sections of the bylaws directly affecting election procedures.
A few facts:
* There are three vacancies on the board as a result of early resignations
by
board members whose terms expire on December 31, 2007. Persons
elected now to fill these seats would take office January 1, 2007 and serve
for one year.
* There are four openings for current board members who terms expire on December 31, 2006. Persons elected now to fill these seats would take office January 1, 2007 and serve for three years.
* The Nomination Committee is composed of two members selected by the Division Directors, two board members selected by the board, and a fifth member selected by the four other committee members. The composition of this committee changes annually.
* The Nominating Committee selected a slate of 11 candidates to fill board seats during this election cycle.
* There are several sections in the bylaws that must be interpreted in order to resolve the issues that have been raised in these unusual circumstances.
* It’s the Board's responsibility to interpret the current by-laws.
The NSP Bylaws are clear with respect to the Nominating Committee being solely responsible for selecting the slate of candidates and that the NSP Board of Directors has no right to modify, influence, or direct the Nominating Committee in performing this function.
Board discussion centered on the number of directors to be selected during the coming election. The Bylaws relevant to this discussion are:
* 3.12 Vacancies: In the event that a vacancy occurs on the board of directors, other than the position of chair of the board, such vacancies will be filled through the regularly scheduled election timeline.
* 4.1 (b): The board of directors shall consist of 13 members, including the chair.
* 4.1 (b): Each director shall be elected for a three (3) year term and the terms shall be set and the elections shall be conducted so that four or five board positions per year are elected.
After substantive discussions, taking into account the Bylaws, members concerns, potential member lawsuits and other actions, the Board voted to elect four new Board members for three year terms in this election cycle.
The Board also discussed the need for the Bylaws/Oversight Committee to review the current by-laws and to clarify/resolve any conflicting sections. The Board Chair agreed to charge the by-laws oversight committee with this task and to have a proposed set of by-laws changes for the NSP Winter meeting. As some of the potential changes will require member approval, it is anticipated that a member vote will take place in the first quarter of 2007 prior to any actions required for the 2007 Board election cycle. The Bylaws/Oversight Committee will be augmented with additional members to help it perform this task.
The majority of the board felt that the election of four Board members during the current election cycle and charging the Bylaw/Oversight Committee with the task of proposing Bylaw revisions was the best solution for resolving the current issues. All sides of the issue were discussed openly and honestly and the concerns of all were heard. The Board anticipates that this decision allows us to move ahead in unison. Much work remains to clarify the language within the bylaws so this type of event doesn't happen again.
Jim Woodrum
Central Division Director
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