Bylaws of Leadership Nelson County

Article I - Purpose

The purpose of Leadership Nelson County (LNC) is summed up in the mission statement: "Develop and Inspire Leadership in Our Community." The purpose of the Board of Directors is to serve as an anchor and a guidepost for each class as it develops and carries out the program each year. The Board serves this purpose by establishing guidelines for the conduct of the yearly program, and by acting as a sounding board for each new class.

Article II - Directors

General Powers

The Board of Directors shall manage the affairs of Leadership Nelson County. All of the powers of the LNC shall be vested in said Board.

Number

The Board of Directors shall consist of nine (9) persons. The number of members may be changed by amendment to these Bylaws at any time. The Board of Directors shall also include as ex-officio members, the following: The Chairperson(s) of the annual Leadership Nelson County class, the Secretary and/or other appointed representative of the annual LNC class. These members will be excused as determined by the Board of Directors.

Composition

The Board of Directors shall be composed of the Chairperson, the Chair-Elect, the Secretary, the Treasurer, and five other Board members, each of whom is an alumnus of the LNC program. The Chairperson shall have served at least one year as a member of the Board of Directors. All officers shall report to, confer with, and be directed by the consensus opinion of the Board of Directors so as to promote communication, understanding, and loyalty to the goals of the Leadership Nelson County.

Terms of Directors

Directors are elected for a 3-year term. Officers shall be elected at the December Board meeting each year and shall assume their respective duties on the first day of the following January. Director and Officer terms end on December 31 of each year. A new Board member who is filling a vacated seat shall adopt the term of the previous member. Upon completion of the 3-year term, a Board member may elect to serve one additional 3-year term.

Election of Directors

Nominations and elections shall be at the December meeting, to replace those whose terms are expiring. Elections shall be determined by a majority vote of those members in attendance. Vacancies that arise from a member leaving the Board prior to completing his/her term will be filled by a vote of the Directors then serving. Nominations, which are selected from LNC Alumni, may come from any Board member. Election of Directors will be held at the close of nominations.

Meeting of Directors

Meeting of the Board of Directors shall be held at places and at times fixed by resolution of the Board, or upon decision of the Chairperson. The Secretary, or other officer performing his or her duty, shall give at least twenty-four hours notice by electronic communication, letter, or telephone of all meetings of the Directors. Directors are encouraged to provide no less than twenty-four hours advance notice to the Board of his/her anticipated absence at a Board Meeting. The Board of Directors reserves the right to call for the resignation of any Director absent from more than three (3) Board meetings in fiscal year. A Director will be notified of any pending action with regard to his or her absences.

Quorum

At any meeting of the Board of Directors five (5) of the Directors then in office, one of which shall be an officer, shall constitute a quorum for the transaction of business. The act of the majority of the Directors present at the meeting at which a quorum is present shall be the decision of the Board of Directors.

Records

The Board of Directors shall keep a record of all proceedings with the incumbent Secretary. Records shall at all times be subject to review by any Director when requested. In addition, other necessary books and/or records will be stored at the Nelson County Public Library.

Compensation

Te Directors shall serve without compensation.

Article III - Decision Making

Decision making shall be by consensus. Under this model, decisions are made in the following manner:

1. Listening phase: A Board member presents an idea with supporting reasoning.
   

2. Early consensus: After the listening phase, if the Chair senses agreement, he poses the question: "Do we have consensus that (restate the Proposal)?" If all concur, the consensus has been reached.
   

3. Discussion phase: If consensus has not been reached, the group moves to discussion. The Chair notes points of agreement and disagreement, as each member voices his/her opinion. During this phase all are encouraged to move toward a common understanding.
   

4. Common conclusion phase: When the Chair feels that the group has reached a good level of agreement, he/she restates the proposal as it has been shaped during discussion. Members are asked if they can support the proposal as stated.
   

5. Affirmation phase: When all members can support the proposal, the decision is restated for affirmation, and included in the minutes.
   

Article IV - Depositories

The Board of Directors shall have power to select depositories for funds of Leadership Nelson County, and power to direct expenditures in the method and manner associated with the signing of checks, notes, and any other instruments binding upon the LNC Association. Two current officers signatures are required to negotiate a monetary instrument.

Article V - Fiscal Year

The books of Leadership Nelson County shall be kept on a calendar year basis and shall begin on the first day of January and end on the thirty-first day of December each year.

Article VI - Confidentiality

A high level of confidentiality shall be maintained in regard to information presented to and deliberations undertaken in all meetings of Leadership Nelson County Board of Directors, Officers and/or committees. Said policy is an attempt to ensure and protect the open flow of ideas and communication which are necessary ingredients in the development of the goals of Leadership Nelson County.

Article VII - Amendment

The Bylaws of Leadership Nelson County may be altered, amended or replaced and new Bylaws may be adopted at any meeting of the Board of Directors at which a quorum is present. Members of the Leadership Nelson County Board of Directors must be notified of any proposal to alter, amend, repeal or replace the Bylaws no less than ten (10) days prior to action taken.

Dates of Revision to Bylaws