Fair Workplace Council Sweatshop Free Electronics

ARTICLE 4: BOARD OF DIRECTORS

SECTION 4.1: NUMBER

Fair Workplace Council must have at least three (3) and no more than twelve (12) Board members or Directors. Collectively they are called the Board of Directors or the Board.

SECTION 4.2: QUALIFICATIONS

Directors must not have any commercial, financial, or business relation with any company that Fair Workplace Council certifies or that may affect their independent judgment as Board members. A Director must be committed to the Purpose and Mission of the Fair Workplace Council and have skills, knowledge, and experience that will help further the Purpose and Mission. 

SECTION 4.3: POWERS

Subject to the California Nonprofit Public Benefit Corporation Law, the Board has the authority to exercise all corporate powers and oversee all of Fair Workplace Council’s activities. The Board must also monitor and assess the management, programs, and activities of Fair Workplace Council for consistency and alignment with Purpose, Mission, and Statement of Principles.

SECTION 4.4: TERMS OF OFFICE

Each director will hold office for three years. The Board is divided into three classes of Directors so that one third of the Board member’s term expires each year. The Chief Executive Officer (CEO) will be on the Board as long as he or she is the Fair Workplace Council’s CEO.

SECTION 4.5: NOMINATION AND ELECTION

(a) Nomination: Board members have the right to nominate new members to the Board.  At least sixty (60) days before an annual meeting and thirty (30) days before the Board intends to fill vacant Board positions it must also solicit the Advisory Council and employees for Board nominations. The Board may also solicit nominations for Board membership from the general public.  A nominee will be notified in writing or e-mail. If interested, they must provide a written statement describing why they want to be on the Board. They must also provide a statement revealing conflicts or potential conflict of interest as described in Article 10 of these Bylaws. Both of these statements will be circulated to all eligible to vote at least fifteen (15) days before the election.
(b) Election: The Board will be elected at each annual meeting. New Directors may be added to the Board to fill vacant Board positions at any time; all eligible to vote must be given at least fifteen (15) days notice either by writing by first class mail or e-mail.

SECTION 4.6: COMPENSATION

Directors must not be compensated for their service as members of the Board. Directors and Officers must not take personal loans from Fair Workplace Council.  They are entitled to be reimbursed or advanced reasonable and documented expenses incurred while performing their regular duties as Board member.

SECTION 4.7: RETRICTIONS REGARDING INTERESTED DIRECTORS

Not more than forty-nine percent (49%) of Directors may be interested persons. An "interested persons" means either:

(a) Any person currently being compensated by Fair Workplace Council for services performed within the previous twelve (12) months, whether as a full- or part-time officer, employee, independent contractor, or otherwise, excluding reimbursement of expenses as a volunteer or director; or
(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.

SECTION 4.8: REMOVAL

(a) The Board may remove or suspend any Director for cause by two thirds (2/3) approval of the entire Board. Charges for cause must be filed in writing by at least two Board members. A Special Meeting of the Board must be called to discuss and vote on removal. All Board members must be notified of the charges in writing or by e-mail at least ten days (10) before the meeting. The Director who the charges are made against must be given the change to defend his or herself at the meeting.
(b) If a Board member has missed three consecutive Regular Board Meetings, on the third meeting, that Board member may be removed from the Board by a majority vote of all Board members.