By-Laws - ARTICLE IV - EXECUTIVE BOARD

ARTICLE IV-EXECUTIVE BOARD

Section 1: Number and Term of Office.

• The Executive Board shall be comprised of individuals who are PCC members, or employees of PCC members (sometimes referred to in these bylaws as “industry Executive Board members” or “non-Postal Executive Board members”), and postal employees.
• The number of Executive Board members who shall constitute the whole Board shall be such number as the Executive Board shall from time to time have designated, but in any case no less than three members.
• The Executive Board shall be comprised of at least two (2) Postal Service employee members, the Postmaster/Postal Executive for the area in which the PCC is organized who shall be the Postal Co-Chair and at least one other postal representative whom the Postal Co-Chair shall designate. The initial Industry Co-Chair and other initial industry members of the Executive Board of the PCC shall be selected by the Postal Co-Chair. Thereafter, the Industry Co-Chair and the other industry members of the Executive Board of the PCC shall be elected by the members of the PCC.
• The Postal Co-Chair shall serve as an Executive Board member for as long as s/he holds the postal position of Postmaster/Postal Executive for the area or for such other term as the Postal Service may designate. Any postal Executive Board member, other than the Postal Co-Chair, shall be appointed by the Postal Co-Chair for such term(s) as the Postal Co-Chair shall determine and shall serve until his or her successor is appointed.
• Nominations for industry Executive Board members and elections shall be held as determined by the Executive Board. Industry Executive Board members shall serve for two year terms or until his or her successor is elected or until his or her earlier resignation or removal. Industry Executive Board members may be reelected to serve multiple terms. The Industry Executive Board members, including the Industry Co-Chair, shall be elected by plurality vote.

Section 2: Vacancies.

• If the office of any Executive Board member becomes vacant by reason of death, resignation, disqualification, removal or other cause, a successor shall be appointed for the remaining term by the entity or person(s) who has/have the power to appoint such Executive Board member.

Section 3: Regular Meetings.

• Regular meetings of the Executive Board shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Postal Co-Chair and the Industry Co-Chair and publicized among all Executive Board members.
• A notice of each regular meeting shall not be required.
• The Postal Co-Chair, or his or her designee (who must be a postal employee), must attend every meeting of the Executive Board in order for the meeting to be an official meeting of the Executive Board where matters may be presented for a vote or other official business may be conducted.

Section 4: Special Meetings.

• Special meetings of the Executive Board may be called by the Postal Co-Chair or the Industry Co-Chair and shall be held at such place, on such date, and at such time as they or he or she shall fix; provided that, in order for the meeting to be an official meeting of the Executive Board where matters may be presented for a vote or other official business may be conducted, the Postal Co-Chair, or his or her designee (who must be a postal employee), must be in attendance.
• Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting, provided that a quorum is present and voting.

Section 5: Quorum and Voting/Conduct of Business.

• At any meeting of the Executive Board, so long as the Postal Co-Chair (or his or her designee, who must be a postal employee) is present and voting and a majority of the Executive Board members, including the Postal Co-Chair (or his or her designee, who must be a postal employee), are present and voting, there shall be a quorum for all purposes. No vote shall be effective if a quorum is not present and voting, unless otherwise expressly provided herein.
• The Postal Co-Chair shall cast the deciding vote on any contested matters on which a vote is taken, shall have the deciding vote in the event of any tied or insufficient vote, and shall have the power to act in such situations where the best interest of the Postal Service is at risk, as determined by the Postal Co-Chair in his or her discretion.
• At any meeting of the Executive Board, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the Executive Board members present, except as otherwise provided herein or required by law, provided that a quorum is present and voting.
• Action may be taken by the Executive Board without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Executive Board.

Section 6: Participation in Meetings by Conference Telephone.

• Members of the Executive Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 7: Removal.

• Any Executive Board member may be removed from office, with or without cause, by the entity or persons who have the power to appoint such Executive Board member or by the Postal Co-Chair. The Postal Co-Chair may not be removed except by the authority of the Postal Service.