Chapter 4.4

Composition and Election of the Board of Directors 

IDCA will initially operate with a BoD consisting of seven seats, filled by seven members. As the size and activities of IDCA changes, the BoD can assess its effectiveness and decide to expand or contract its number of seats. However, the BoD shall not be smaller than its initial size of seven seats. Each seat shall be occupied by one member. One hired, the Chief Employed Officer and Registered In-House Legal Council will also attend board meetings, but will not be voting members of the board. 

Once IDCA is in a viable running mode with established dues, members of the BoD shall come from organizations that are Full Members of IDCA (as defined in Chapter 5.) However, the initial slate of members, further referred to as Founding Members, may be elected before dues are established. Founding Members shall be nominated from those organizations who participated in the setup of IDCA and the creation of the TOR.  

Membership in the BoD will be for a term of two years, except for the board role of Treasurer (further defined in Chapter 4.5.) The Treasurer will serve for a term of three years. Each member, with the exception of the Treasurer, can be re-elected for a maximum of two additional consecutive terms, thus serving for a maximum consecutive period of six years. The Treasurer, serving a three-year term, can be re-elected once to an additional consecutive three-year term (thus also serving for a maximum consecutive period of six years.) To ensure board continuity, the terms and elections of the BoD will be staggered, with a portion of members standing for election each year (except for the Founding Members, as explained below.) 

To accommodate for staggered terms and elections, Founding Members will have an extended first term length. Once elected, Founding Members will serve a full two years, except for the Founding Member Treasurer, who will serve a full three years. In the third year of the board, three members will stand for election, including the Treasurer. In year four, the remaining four Founding Members who have not yet stood for election shall stand. From year five on, yearly elections to the BoD will proceed in an alternating cadence of three seats, then four seats, for as long as the board remains at seven seats. The board will have the right to adjust this cadence as necessary when the board expands or contracts its number of seats. 

All dues paying organizations shall have the right and responsibility to elect members to the Board of Directors. Each organization will have one vote per available seat on the BoD. (For instance, if three seats of up for election one year, each organization will have three votes—one per seat.) However, the Founding Members may be elected before dues are established. In this case, those organizations who participated in the setup of IDCA and the creation of the TOR shall have the right and responsibility to vote for the Founding Slate of members. For the election of the Founding Members, each seat will be marked with its special initial slate term length, such that each voting organization will know who they are electing for an initial term of three years vs. four years.