Section 1. Number. The affairs and activities of this Coalition shall be managed by a Board of Directors consisting of an odd number between eleven and seventeen voting members. The exact number within this range shall be set by resolution of the Board of Directors.
Section 2. Qualifications of Directors. Any individual voting member of the Coalition is eligible to be a Director.
Section 3. Election of Directors. A slate of Directors shall be proposed by a Nominating Committee. The Nominating Committee shall attempt to include at least two people representing each of the following: the recycling industry, the waste hauling industry, non-profit groups, at large citizen representatives, and local government representatives, including county, municipal, and regional bodies. Notice of nominations shall be made known to the membership not less than fourteen (14) days before the annual meeting. A posting of nominations on MRN’s web site not less than fourteen (14) days before the annual meeting shall suffice in this regard.
No more than one member representing an organization may be elected to the Board of Directors at any one time. The Directors shall be elected by the voting membership of the Coalition at the annual meeting. Nominations shall be allowed from the floor of the annual meeting. A majority vote of those attending the annual meeting is required. Individuals (not organizations) are elected as Directors.
Section 4. Terms of Directors. Each Director shall serve a two-year term. The Board of Directors’ terms shall be staggered to assure continuity of membership and leadership on the Board, with approximately half of the members elected one year and the others the next year.
Section 5. Responsibilities of Directors. Board members should attend all MRN Board meetings, participate actively on at least one MRN committee, work to raise funds for the organization, bring in new members, and participate in planning for the organization.
Section 6. Interim Directors. The President may appoint an interim Board member if a Board member must miss four or more consecutive meetings due to medical reasons, parental leave, or other special circumstances.
Section 7. Resignations. Any Director may resign at any time by delivering a written resignation to the President. Such resignation will take effect on the date it is received by the President or the date as may be set forth in such notice, whichever is later.
Failure by a Director to attend four consecutive Board meetings constitutes an automatic resignation, regardless of whether the Director receives prior notice of an attendance problem. Annual membership meetings count as Board meetings for purposes of this section. The Secretary shall have primary responsibility for monitoring Board attendance, and for reporting to the Board whenever a Director has missed four consecutive Board meetings. However, regardless of whether or how soon the Secretary notifies the Board after a Director has been absent four consecutive meetings, that Director’s resignation is automatic immediately following the fourth consecutive absence.
Section 8. Removal. Any member of the Board of Directors may be removed from the Board with cause by a three-fourths vote of the entire Board. A three-fourths vote of a quorum at a particular meeting is not sufficient for removal unless the threshold described in the previous sentence is met.
Section 9. Vacancies. In the event of removal, death, or resignation of a Director, or a vacancy created by reason of an increase in the number of Directors, the successor or new Director shall be elected by a majority vote of the remaining Board members at a Board meeting. A Director whose consecutive absences led to a vacancy may be elected to fill that vacancy. Any Director so elected shall start over with a clear attendance record.
Any member elected to fill a vacancy on the Board shall serve until the next annual meeting of the Coalition, at which time the membership at large shall determine who shall serve the remainder of the term, if any.