Nomination Form and Management Letter of Commitment

REQUIREMENTS

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To be nominated and elected to the VPPPA Region 2 Board of Directors, one must meet the requirements set forth in the association’s bylaws. For a copy of the National VPPPA Bylaws, please visit the “About US” section of the VPPPA website at www.vppparegion2.org .

PLEASE NOTE: Full Members of VPPPA are eligible to run for a position on the VPPPA Region 2 Board of Directors. Only the Board of Directors can nominate an Affiliate Member for an elected position (reference Article II 2.5)

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NATIONAL VPPPA BYLAWS REFERENCES

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2.3                   Prior Service

Members that have been appointed and served as a trustee shall have preference to appointment or election to the Board of Directors based on their faithful prior service to the Chapter. The Nominating Committee as specified in Section 3.4 shall elect candidates for open positions on the Board of Directors from the Trustees. In the event there are no Trustees appointed by the Board of Directors, the Nomination Committee shall select candidate(s) from the General Membership.

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2.2                   Number and Terms  

The number of Directors constituting the Board of Directors is at least six and no more than twelve. Of this number, at least one Director shall be non-managerial employee of a VPP company and two Directors positions shall be reserved for OSHA personnel. The OSHA Region II VPP Manager shall serve as a permanent member of the Board of Directors. The OSHA Region 2 Regional Administrator shall designate one Region 2 Area Director or Compliance Assistance Specialist to serve on the Bard for a two year term. No more than three Directors shall be employed by the same VPP Company during the same term. No more than two Chapter Directors can work at the same Region II VPP approved site. Chapter Directors shall only serve on one Regional Board or the National Board. Each Directors term shall be two years. The terms are to be staggered, however, with approximately one-half of the Board of Directors elected at each annual meeting of the membership of this chapter. Each Director shall hold office until his death, resignation, or removal, or until his/her successor is elected/appointed.

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2.4                   Letter of Commitment

In order to accept a nomination for an elected position, the candidate shall submit a letter of management support to the Board Secretary no later than the day of nomination.

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2.6                  Election of Directors

Except as provided in Section 2.7 of these by laws, Directors shall be elected by the members at each annual meeting, and those persons who receive the greatest number of votes shall be deemed elected even though they do not receive a majority of the votes cast. No individual shall be named or elected as a Director without his/her consent. The OSHA Region 2 VPP Manager and Area Director/Compliance Assistant Specialist shall be appointed by the Board of Directors based on the recommendations of the OSHA Region 2 Administrator.

 

1.7                  Quorum and Voting Requirements  

Unless otherwise required by law, a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter. If a quorum exists, action on a matter, other than the election of Director(s) approved if the votes cast favoring the action exceeds votes opposing the action, unless a law requires a greater number of affirmative votes. Directors shall be elected by a plurality of the votes cast by the members entitled to vote in the election at the meeting at which a quorum is present. Each chapter member shall have two votes, one from management and one from labor. Proxy Voting not permitted for any matter.

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1.8                  Membership – Membership is limited to those categories listed below, and members shall be in good standing

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“Good standing” is defined as:

• Wherein dues as set by the Board (or as waived by the Board) have been paid for the current year and

• Members are in compliance with VPPPA Bylaws.

PLEASE NOTE: The Board reserves the right to deny or terminate membership to any entity which, in the sole discretion of the Board, would not further the best interests of the Association. When the member is an organization or other entity, it shall designate two individuals (one representing management and one representing labor) to represent such entity in the exercise of any power the entity may have under the Bylaws.

Full Membership shall be limited to any interested worksite or corporate office employee located in Region II that has gained acceptance into, and is currently approved for, any of the Federal or Federally Approved State Plan State Voluntary Protection Programs and similar voluntary programs of other government agencies (hereafter referred to as VPP).

• Two representatives of Full Members (one representing Labor and the other one representing                  management may vote at meetings of the membership and serve as a Director or Officer of the Board.

Associate Membership

• Associate members may not vote at meeting of the membership

Corporate Membership

• Corporate members may not vote at meetings of the membership

Honorary Lifetime Membership

• Honorary Members are not eligible to vote at the meeting of the membership

• May not serve as a Director or Officer of the Board

Affiliate Membership shall include individuals, companies, and organizations, which provide services and/or products for the enhancement of the safety and health in industry. Affiliate members may cast one vote at meeting of the membership. Affiliate members may serve as a Director or Officer of the Board, as stipulated in Section 2.5.

                                   

Additional Requirements Not Listed in the Bylaws:

Each person wishing to run for a position on the Region 2 VPPPA Board of Directors should bear in mind that with the position comes a commitment of time and travel expenses on the part of the individual and his or her company. The term of office is two years. The Board meets approximately four times a year. One of the quarterly meetings is held in conjunction with the Annual Conference. The meetings are typically held, but not limited, to the states of NY and NJ. Board meetings generally last from two to three days. In addition to the attendance of regular Board meetings, Board members may be asked to make Congressional education visits, attend other regional conferences, and get involved with outreach activities with new or prospective VPP companies and/or serve on committees and task forces developed by the Board.

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DUTIES

The Board positions contested during the 2016 elections have duties prescribed in the association’s Bylaws.

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2.1 General Powers. The VPPPA shall have a Board of Directors. All corporate powers shall be exercised by the authority of, and the business and affairs of the VPPPA managed under the direction of, its Board, subject to any limitation set forth in the Articles of Incorporation.

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4.3 Duties of the Chairperson - The Chairperson shall be the Chief Executive Officer of the Chapter. He/She shall have general charge of, and be charged with the duty of supervision of the business of the Chapter, and shall perform such duties as may, from time to time, be assigned him/her by the Board of Directors. The Chairperson shall be the primary contact of the Chapter with the national Chapter and with OSHA.

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4.4 Duties of the Vice Chairperson – The Vice Chairperson shall assume the responsibilities of the Chairperson in their absence.

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4.5 Duties of the Secretary – The Secretary shall have the duty to see that the record of the proceedings of each meeting of the general membership and the Board of Directors, and any committee of the Board of Directors is properly recorded, and that the notices of all such meetings are duly given in accordance with the provisions of these by laws or as required by law; he/she may affix the corporate seal to any document, the execution of which is duly authorized, and when so affixed, may attest to the same, and in general, he/she shall perform all duties incident to the office of Secretary of a Corporation, and such other duties as from time to time, may be assigned to him/her by the Board of Directors, or may be required by law.

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4.6 Duties of the Treasurer - The Treasurer shall have the charge of and be responsible for all securities, funds, receipts, and disbursements of the Chapter, and shall deposit or cause to be deposited, in the name of the Chapter, all moneys or valuable effects in such banks, trust companies, or other depositories as shall, from time to time, be selected by or under the authority granted by the Board of Directors; he/she shall be the custodian of the financial records of the Chapter; he/she shall keep or cause to be kept full and accurate records of all receipts and disbursements of the Chapter and shall render to the Board of Directors, whenever requested, an account of the financial condition of the Chapter. In addition, he/she shall perform such duties as may be assigned to him/her by the Board of Directors.

Duties of Director at Large – The Directors of the VPPPA shall have such authority and perform such duties as shall be prescribed by the Board of officers authorized by the Board to appoint them to their respective offices. To the extent that such duties are not stated, such officers shall have such authority and perform the duties which generally pertain to their respective offices, subject to the control of the Board.

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4.7 Duties of Trustees – The Trustees of the Chapter shall have such authority and perform such duties as shall be prescribed by the Board of Directors.

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III. OBLIGATIONS

• Represent the diverse points of view of the membership, separated from any individual company, union, or other organization, to the extent possible.

• Attend quarterly Board meetings and the Annual Regional Conference each year (one Board meeting is held in conjunction with the Annual National Conference).

• Serve on at least one Board committee, chairing at least one, if requested, and as chair, reporting status of committee activity to the Board.

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IV. RESPONSIBILITIES

• Set overall policy and strategic direction for the association.

• Actively promote the concept and policies of VPPPA.

• Periodically, and when necessary, review the vision/mission of the association and set strategies for achievement.

• Appoint committees of the board, which may include non-board members, to address specific issues within the broad scope of board responsibilities.

• Participate (Meaningful Involvement) in the planning and development of the Annual Conference.

• Actively promote the VPPPA and work to grow the membership base

• The board should ensure that the Chairperson has the moral and professional support he/she needs to further the goals of the mission.

• Board members are responsible for determining if the goals and direction of the board are consistent with the mission of the organization.

• Board members are responsible to adhere to legal standards and ethical norms.

• Board members must monitor and strengthen programs and initiatives.

• One of the Boards foremost responsibilities is to secure adequate resources to fulfill its mission

Board members must assist in developing the annual budget and ensuring that proper financial controls are in place.