Election to the ETPA Board
By Greg Rueger, President ETPA (2014)
The Egyptian Theatre Preservation Association (ETPA) is a non-profit organization registered in the State of Oregon. It is registered as a non-profit association with membership. As such, the Board of Directors of the ETPA is elected by its members.
Role of the Directors
The role of the Board of Directors is to provide overall direction, guidance and oversight to the ETPA to ensure that the Mission and Vision of the ETPA is fulfilled and that the ETPA operates in a manner that is fiscally responsible, meets the requirements laid out in its Articles of Incorporation and Bylaws, and is consistent with the laws of the State of Oregon. Establishing overall Theatre policies, fundraising for restoration/renovation, and connection with the greater Coos Bay area community we serve are key roles of Directors. The day-to-day direction and management of the Egyptian Theatre is the responsibility of the Executive Director/Theatre Manager, who functions as the Chief Operating Officer of the Association.
Additional information about the roles and responsibilities of a Director is provided by the State of Oregon:
The ETPA Board normally meets one evening each month and Directors are expected to participate on various committees that deal with aspects of the ETPA’s operation. Directors are normally elected to 3 year terms, though terms can be as short as 2 years or as long as 4 years if adjusted term lengths are needed to balance the number of Directors whose positions are up for election each year. By the ETPA’s approved bylaws, the Board can consist of a minimum of 5 Directors to a maximum of 23. The board size is normally kept between 12 and 15 elected Directors. Since the Egyptian Theatre is owned by the Coos Bay Urban Renewal Agency, the City of Coos Bay can appoint up to 3 representatives to serve as ex-officio (non-voting) members of the ETPA Board.
Directors do not have term limits. They can serve on the ETPA Board for an indefinite period of time so long as they are re-elected to the Board by the ETPA membership at the expiration of their normal 3 year term.
Election of Directors
Directors are elected by the ETPA membership in the 4th quarter of each year with Directors that are elected taking office on January 1 of the following year. Election takes place through a secret ballot that is conducted either at the ETPA’s annual meeting, through mailed ballot, or through e-mailed ballot. Though a recommended slate of Director nominees is normally presented by the Board, any ETPA member in good standing can stand for election as an ETPA Director. To be elected as a Director an individual must receive a majority of the votes cast in that year’s election. ETPA members can choose to cast their votes to elect the full recommended slate of Directors nominated or can choose to vote for or against any individual Director candidate be they recommended for election by the current Board or standing on their own for election.
In the 3rd quarter of each year, normally in July or August, the Board solicits nominees for Director from its membership. Any ETPA member in good standing can ask to be considered for Board membership. Candidates are asked to submit their resume to the Nominating Committee of the ETPA Board, which is normally chaired by the immediate past President of the ETPA and consists of both Directors and non-Director ETPA members. The Nominating Committee checks the background and resume of each candidate to assure that they are ETPA members in good standing, possess the qualifications required of the position, are of “good character” to represent the ETPA well if elected, and assess what special skills each candidate can bring to the Board to strengthen it as a team.
In August or September, the Nominating Committee presents the candidates for election as Director to the full Board. To promote healthy change and a diversity of thought, the Nominating Committee is encouraged, though not required, to have 25% percent or more of its candidates be individuals who have not held an ETPA Director position before. Though all candidates meeting minimum requirements are presented to the ETPA membership during the election, the full Board votes on the slate of Directors they wish to recommend to our membership for election. Their decision is based upon the size Board they wish to have (within the minimum and maximum specified in our bylaws), the skills they would like to add to the Board to complement those continuing on the Board, and the needs of the ETPA in the immediate future.
In special circumstances, such as an existing Director resigning or the Board desiring to bring aboard Directors with specific skills or affiliations that would be beneficial to effective functioning of the Board, the Board can recruit and elect qualified individuals to join the Board as Directors without election by our full membership. Directors so elected, however, have their Director positions expire at the end of the calendar year in which they were brought onto the Board. To continue as Directors beyond this time, they must be re-elected as Directors by the full ETPA membership.
Election of Officers
ETPA Officers include the President, up to three Vice Presidents, the Treasurer and the Board Secretary. Officers serve for 2 year terms. Officers can only serve 2 consecutive terms (4 years total) before they must relinquish their position for at least one term. With the exception of the Board Secretary, all Officers must be Directors that have been elected by the ETPA membership. The Board elects their own officers.