March 13, 2023
Fellow MVPA Members. Approximately three weeks ago, you received an email, from me, requesting your yes or no vote on the reduction of the number of elected Directors from eight down to six and to eliminate the three appointed positions as well. This vote request, to change the bylaws, was predicated by a member survey completed last spring that affirmed this course of action.
It was brought to my notice, on Monday, that the Board of Directors (BOD) had not followed the proper course in asking for a vote of these changes. The by-law states that the membership must vote by way of a mail-in ballot to effect a change. This is correct. Although the bylaw changes were reviewed, by the BOD, I had the final review before it was sent out. I missed that and therefore I apologize for the error. As the President of the MVPA, I am responsible for what we do or fail to do in the performance of our duties, to you, the membership. I am sorry that this occurred. You will find, once again, the complete message that was sent out earlier concerning the bylaws and their explanations, that will be changed, to support a BOD with six elected Directors.
For those that have voted, I thank you very much, but I must ask you to repeat your performance to make your vote official.
At the end of the bylaws, you will find a ballot to cast your vote. You can fold it in half, address to the MVPA ,tape the edges and mail it that way or put it in an envelope and send to HQ’s. If for some reason you cannot print the ballot, please call HQ’s and one will be mailed to you. Once again, I apologized for the error and will strive to do better in the future. Kevin B. Emdee, President, MVPA.
MVPA Members, I want to first thank everyone for your continual support of the MVPA through your membership renewals. Every individual who renews or becomes a new member helps build and maintain the strength of the MVPA. Through this strength you see the visible results in our conventions, History in Motion publication, our bookstore and most recently, the publication of the Ford Restoration Guide. To date, over 458 copies have been sold and sales are still strong. On behalf of the Board of Directors, I thank each one of you for your support of the MVPA.
Last year, you were sent a members survey asking for your opinion as to the makeup of the Board of Directors. There were four options given as well as the ability to offer an alternate option. With an 83% selection rate of all votes received, Option #2 was chosen. That option stated:
Eliminate two BOD elected positions from 8 elected to 6 elected and eliminate the Appointed Technology Director (expertise not as needed as when position first created) and eliminate the Appointed Publications Director (Position is now a contractor position). Retain the Events Director (Conventions).
You are now asked to approve amending Bylaw Article 3, Board of Directors, which pertains to the number of elected and appointed Directors that makeup the MVPA Board of Directors. With recent voluntary reductions of Board Members, no further Director reductions will be required to support the change of this bylaw. Conventions are now run by the MVPA-HA and the Event Director is appointed by the MVPA-HA. (Changes are indicated below by bold print under the “Proposed” heading.)
ARTICLE 3 - BOARD OF DIRECTORS
Section 3.2 – NUMBER
Proposed: There shall be six (6) Directors. All six (6) Directors shall be elected by the voting members of the Association. Elected Directors may not be compensated for their Board services as such. Any vacancy created by the resignation of an Elected Director shall be filled as set forth in Section 3.7.
Explanation: This change reorganizes the size of the Board to six (6) Elected Directors and no Appointed Directors. All references to Appointed Directors are removed.
Section 3.3 - ELECTION OR APPOINTMENT
Proposed: The election of the six (6) Elected Directors shall be by vote of the Membership at large for each position. Voting shall be by mail-in ballot, or secure electronic ballot, or other method adopted by the Board from time to time, and under procedures established by the Board. Elections shall be by plurality voting, so the candidate receiving the highest number of votes shall fill one open position, the candidate receiving the next highest number shall fill the next open position, and so on until all open seats in any election shall be filled. In the event that the number of qualified candidates (Section 3.5) seeking a Board seat is equal to or less than the number of seats up for election, and those candidates are not in conflict with any provisions of this Section, those candidates shall be considered elected by acclamation of the membership, and no balloting will be required. At least four (4) of the Elected Directors must be citizens of the United States or Canada and no
more than two (2) Elected Directors shall be from the same state in the United States or Territory in Canada. In the event that multiple candidates run from areas restricted by this geographic provision, the candidate with the most votes is seated. No candidate can be seated if doing so would be in conflict of these geographic provisions.
Explanation: This state’s only six (6) Directors rather than eight (8) are elected. Additionally, the previous ratio of 3/4 of the Board must be citizens of the United States or Canada is changed to 2/3. All references to Appointed Directors are removed.
Section 3.4 - HONORARY DIRECTORS
Proposed: The immediate past president of the Association shall serve as an Honorary Director for no more than one (1) year following his/her term(s) in office, or such lesser period approved at any time by a two-thirds (2/3) vote of the Elected Directors. An Honorary Director shall exercise the same authority, privileges, and responsibilities of an Elected Director except the right to vote. This Section 3.4 will take effect at the next election of officers after the effective date of these amended Bylaws.
Explanation: Removes reference to Appointed Director.
Section 3.6 - TERM
Proposed: The term of office for Elected Directors shall be four (4) years. Elections for Elected Directors shall take place every two (2) years, in odd numbered years, at which time three (3) Directors will be elected.
Explanation: Changes the number of Directors to be elected at each election from four (4) to three (3).
Section 3.7 - VACANCIES
Proposed: Vacancies on the Board of any Elected Board member shall first be filled by the Director candidate receiving the highest number of votes in the most recent Director election without being elected. A vacancy or vacancies on the Board shall be deemed to exist in case of death, resignation, suspension, or removal of any Elected Director.
Explanation: Removes references to Appointed Directors.
Section 3.8 - REMOVAL
Proposed: A Director, elected by the members, may only be removed ,by the voting members, as provided in the Act.
Explanation: Removes non-Elected Director references.
Section 3.9 - QUORUM
Proposed: Four (4) Directors shall constitute a quorum. The affirmative vote of a majority of Directors at a meeting at which a quorum is present shall be the act of the Board unless a greater majority is required by these Bylaws or the Act. Proxy voting is not allowed. Members of the Board, or any committee designated by such Board, may participate in a meeting of the Board by any electronic means in which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.
Explanation: This adjusts the required number of Directors for a quorum from eight (8) to four (4). Additionally, increases options for Directors to meet to include video conferencing.
Please furnish your vote on this to HQ’s, MVPA. Ballots must be postmarked by 17 April 2023 . This is the same time period we allowed for election ballots.
Respectfully, Kevin B. Emdee, President, MVPA.