The USAWOA general membership dictates policy at the Annual Meeting of the Members. By their direct contact, members may influence their chapter, region and national Association leaders. Between Annual Meetings of the Members, the National BOD through the Executive Committee (and subject to review and approval of the National BOD) shall establish any additional policies necessary to carry on the operation of the association. The National Board of Directors is composed of the National President, Vice President, Secretary, Treasurer, each active region's President and a Director from each inactive region.
USAWOA policies reflect the decisions of the governing bodies of the Association and consist of expressions of basic principles or "philosophy" which communicate the character of the Association. The purpose of this manual is to ensure a well organized and functioning National Board of Directors and to define procedures to be utilized when implementing these policies. These policies include, but are not limited to, legislative, administrative, or management matters. They define in broad terms the short and long range objectives of the association; and express the aspirations of the general membership.
Bylaw IV Section 1, USAWOA Bylaws.
4. LEGAL RESPONSIBILITIES:
It shall be the duty of the National Board of Directors to initiate and approve the policies of the Association, to give effect to the endeavors of the Association, and to keep all national elective offices filled between biannual elections. It shall be the duty of the BOD to assemble at meetings called by its members.
5. FREQUENCY OF FORMAL MEETINGS:
The National Board of Directors shall hold formal meetings at least annually.
6. METHOD OF OPERATION:
- a. The National Board of Directors shall consider all matters submitted to them by the members, the National Council of Presidents, National BOD, Past Presidents Council and the members or any special/standing committees.
- b. In order to properly manage the affairs of the Association, the National Board of Directors may, by signed resolution, remain in session throughout the year. Voting may be done by mail or by electronic means. Through this method, the Board may take any action required by law to be taken at a meeting of the National Board of Directors, or any action which may be taken at a formal meeting of the National Board of Directors. While voting, a majority vote (50% + 1) of the Directors voting is necessary to adopt any matter presented to the BOD.
- c. Voting: Each member of the Board of Directors shall have a single vote on matters before the BOD. Additionally, except that those members representing regions (Region President for active regions and the Region Director for inactive regions) shall have one vote for each 500 members or fraction thereof registered in the respective region. This count will be based on the latest month roster or count published the National Headquarters usually on or about the 15th of the previous month.
- d. In order to keep track of the background reference material distributed by the National Headquarters, motions/proposals from members, chapters, a region COP, the National COP, Directors, comments from Directors, and proposals resulting from any committee action, a numbering system will be used to identify each document. Directors should refer to this number when providing comments to the National Headquarters.
- (1) Background reference material of a general nature and comments from Directors utilizing USAWOA Form 200-1 in hard copy or electronic version will be identified. The matter/item/issue will be immediately added to the BOD action Items (AI) maintained by the National Secretary with a suspense date.
- (2) Motions from members, chapters, a region COP, the National COP of a general nature and motions/proposals from Directors will be added to the Action Item (AI) list will be added to the EXCOM with a suspense date.
- (3) Motions from members of the National Board of Directors Executive Committee which address specific actions taken by the Executive Committee and which may be of interest to the entire National Board of Directors will also be identified and logged on to the Action Item (AI) list with a suspense date. This category of documents is primarily provided to all Directors as information only and voting by the Directors is not required.
- (4) Any member of the National Board of Directors may initiate a mail poll. Directors will submit the poll to the National President for preparation and recording. Upon receipt by the National President, the following action will be taken:
- (a) The National President will direct that the item be added to the Action Item (AI) list and assign a control number to the 200-1, assign a suspense date for comments from the remainder of the Directors; add appropriate comments; and mail to the Directors.
- (b) Any Director not commenting on the motion/proposal by the established suspense date will be considered as abstaining from comment. Amendments to motions are in order as part of the comments.
- (c) When all comments are received by the National President or when the established suspense date has passed, whichever is earlier, the National President will submit all comments and the motion/proposal, along with voting instructions and a voting suspense date to each Director.
- (d) Votes will be cast either yes, no, abstain, or table. Any Directors not casting a vote by the established suspense date will be considered as abstaining.
- (e) Any abstention from a vote will not reflect yea or nay and will not be considered nor weighed as adopting or defeating any motion/proposal.
- (f) The National President is responsible for insuring that all votes are secured, and the results thereof, are published to the membership.
- e. When the size of the Association justifies it, the Board of Directors Committee System may be established. See Appendix A and B for suggested committees and control of motions and actions associated therewith.
7. NATIONAL BOARD OF DIRECTORS FUNDS:
- a. General: In order for members of the National Board of Directors, other than active Region Presidents, to properly perform their duties, certain funds have been established and expenditures authorized as outlined herein:
- (1) Postage.
- (2) Commercial Telephone.
- (3) Out of pocket expenses incurred in conjunction with the conduct of official USAWOA business
- (4) When it becomes necessary for a director to travel to another location in support of activating a chapter, meeting with Chapter Presidents or resolving chapter problems, upon direction of the National President, Directors are authorized to file for reimbursement in accordance with Bylaw X, Section 111.
- b. Submission of vouchers: USAWOA expense vouchers (USAWOA Form 400-13) will be used when submitting claims. Completed forms will be submitted to the National Treasurer for certification and payment.
8. NATIONAL BOARD OF DIRECTORS EXECUTIVE COMMITTEE (EXCOM):
- a. Duties: The National Board of Directors Executive Committee shall exercise, between formal meetings of the National Board of Directors, such powers of the Board of Directors as the Board of Directors shall give it, except that the Executive Committee shall not have the power to:
- (1) Repeal or amend the Association Bylaws or Operations Manuals.
- (2) Appoint or remove any National member of the Board of Directors, elected officer of the Association, or any member of the Executive Committee.
- (3) Adopt a plan of merger or consolidation with another corporation or association.
- (4) Authorize the sale, lease, exchange, or mortgage of assets of the association.
- (5) Authorize the dissolution of the Association.
- (6) Adopt a plan for distribution of the Association's assets.
- (7) Amend or repeal any resolution of the National Board of Directors unless such resolution provides by its terms that it may be amended or repealed by the Executive Committee.
- b. Formal meetings: The Chairman of the Executive Committee may call meetings of the committee at such times and places as deemed expedient by him/her.
- c. Voting: Each member appointed to the National Board of Director’s Executive Committee (EXCOM) shall have one vote. To preclude the occurrence of a lack of a quorum when an EXCOM session is called, it is recommended that each EXCOM member prepare a proxy authorizing the “Presiding Officer” of the session to allocate that proxy and vote to a member who is knowledgeable regarding the operations of the Association and is a frequent attendee at EXCOM sessions. USAWOA Form 500-11 is the BOD Proxy. Paid staff members are not eligible to hold such proxies.