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The following excerpts are from the IMSA Governance and Policy Manual


(b) Nomination and Election Procedure for Board Members-at-Large


The Chairman of the Nominating Committee shall provide six (6) months notice, prior to the Annual Meeting, to all Delegates soliciting nominees for the four (4) Board Members at Large. This notice will contain a description of the BOD member duties, an explanation of the nominating procedure and a list of the eligibility requirements for election to the BOD. The notice shall also explain that the person submitting the nomination should verify that the person being nominated is willing to serve, if elected. Nominations must be submitted to the Executive Director in writing (may be by email), with evidence of the nominee’s eligibility, no later than five (5) months prior to the Annual Meeting.


In addition to complying with the rules of eligibility and other requirements stipulated in the By-Laws, each candidate seeking nomination, excluding incumbent officers, shall submit to the Executive Director, at least six (6) months prior to the opening day of the Annual Joint Meeting:


(a) a statement or letter, signed by the Secretary of his Section, asserting that the Section, by vote of the Section Officers, approves and supports his candidacy,
By vote of the IMSA Board of Directors 1/12/10


(b) a statement, signed by the candidate, affirming that he has the ability, time, resources, and assistance necessary to properly perform the duties of an elected office of the Association, including the office of President;


(c) a brief resume of his personal, professional and educational background,


(d) the Committee shall screen all eligible candidates for Board who have satisfied the requirements stipulated herein and shall prepare a slate of Officers to be presented as recommended nominations at the initial meeting of the new Board.


The Chairman shall authorize the Executive Director to provide the COD with a list of qualified candidates no later than four (4) months prior to the Annual Meeting. The Nominating Committee shall make their list of qualified candidates available at the COD Meeting prior to the election.


After receiving the report and recommendations of the Nominating Committee, members of the Council may make additional nominations from the floor, provided that such nominees have been listed by the Nominating Committee as having complied with all of the requirements stipulated in the By-Laws.


The election of the four (4) Board Members at Large shall be held at the next Annual Meeting of the COD.


If there is only one nominee for each office, the election may be by voice vote. If there is more than one nominee for any office the election shall be by written ballot. Such ballot will be distributed to all voting Members at the COD. Each Delegate of the COD shall have one vote. In the event that a Delegate is absent at the time of voting, the Alternate Delegate, may vote in the Delegate's place. In no instance shall the Delegate and his/her Alternate both vote in the same election. No other voting by proxy or otherwise will be counted.


A Tellers Committee consisting of at least two Nominating Committee Members will be appointed by the Nominating Committee Chair. The Tellers Committee will count the ballots and report the results to the Chair of the Nominating Committee, who will announce the results to the COD.


Elections will be conducted in accordance with Robert’s Rules of Order.


Election results for President Elect will be delivered to the COD within ten (10) business days after the election closes and before the COD votes on the four (4) Board Members at Large.


Nomination and Election Procedure for Board Members-at-Large


6 months out:  Notification to COD soliciting nominees.


5 months out:  Nominations closed.


4 months out:  List of qualified candidates delivered to COD.


Annual Meeting:  COD votes 4 Board Members-at-Large.


Newly elected BOD Members take office after BOD adjourns.






3. Qualifications for Board Members

It is very important that members who are appointed to a board have integrity, know when to speak their minds, and when to compromise to ensure the best decision is made for the Association.

Board members should be of strong moral fiber, to help ensure that their personal or Section needs are not being placed above the needs of the Association.  Directors should be able to get along well with fellow board members, even though disputes will and do happen.

The Nominating Committee will recommend candidates for election as Board members only if they have the following qualifications:

► Financial Literacy. Such person should be “financially literate” as such qualification is interpreted by the Nominating committee in its business judgment.

► Leadership Experience. Such person should possess leadership experience, such as experience in business, finance/accounting, law, education or government, and shall possess qualities reflecting a proven record of accomplishment and ability to work with others.

► Commitment to the IMSA Mission Statement. Such person shall promote the mission; “Dedicated to providing quality certification programs for the safe installation, operation and maintenance of public safety systems; delivering value for members by providing the latest information and education in the industry”.

► Commitment to the Association’s Values. Such person shall be committed to promoting the financial success of the Association, preserving and enhancing the Association’s reputation as a leader in the industry and be in substantial agreement with the values of the Association as embodied in its Codes of Conduct.

► Absence of Conflicting Commitments. Such person should not have commitments that would conflict with the time commitments of a Director.

► Reputation and Integrity. IMSA Association directors are responsible to the members and the public for ensuring that the Association meets the highest standards of professional and ethical integrity. Candidates for the Board of Directors shall be of high repute and recognized within the Association and profession as individuals of integrity.  They shall conduct themselves in a manner that is consistent with the values and goals of the Association. The adherence to ethical standards is very important, so they shall not engage in activities that would conflict or have the appearance of conflict or misconduct. They shall not use the office for gain for themselves, a family member, friend or associate.

► Association Membership. Such person shall have been an Active member of the IMSA in good standing for more than 5 years and shall have served as a Section officer.

► Other Factors. Such person shall have other characteristics considered appropriate for membership on the Board of Directors, including an understanding of marketing and finance, sound business judgment, significant experience and accomplishments and educational background.

► Should be aware that members of the Board serve without salary and on an expense basis only for attendance at meetings of the Board, meetings of the members and meetings and conferences specifically authorized by the Board. All reasonable expenses in connection with Board-authorized attendance at such meetings and conferences are reimbursable, as preauthorized and approved by the Executive Director.

► Shall be willing to take the Oath of Office.

► Shall be willing to expend the effort needed to understand the Association’s issues and concerns and to provide the judgment needed to reach decisions in constantly changing circumstances.

► Shall be willing to support in his official capacity, as a Board member, all official decisions and actions made or taken by a majority of the Board.

► Shall be willing to study conscientiously the information contained in reports submitted to the Board.

► Shall be willing to contribute to the development of statements on functions and responsibilities of Directors and to work toward their constant improvement.

► Should be able to consider and evaluate objectively the questions, issues and concerns with which the Association is faced.

► Shall remain informed about, alert to and aware of the ideals and objectives of the Association and to study and analyze the policies, plans, issues and concerns, which result from efforts to achieve such ideals and objectives.

► Shall be able to work effectively with the Executive Director and staff.



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