By Rob Meagher

Just before the holidays, Marijuana Business Daily (MBD) published a brief article about the resignation of Kayvan Khalatbari from the National Cannabis Industry Association (NCIA) board of directors that could have a major impact on the future of the organization. It came on the heels of the Aaron Smith’s (NCIA’s Executive Director) firing of Genifer Murray (industry veteran and Chief of Staff of NCIA), who was let go several short weeks after being hired.

In the article, Khalatbari, who is running for mayor in the city, was quoted as saying he was stepping down – effective in April – to focus on his campaign for Denver mayor in the May 2019 municipal election. CBE Press found the article to be inferring that there were serious problems with the leadership at the association. At one point in the article, a comment from Khalatbari indicated there’s room for improvement at NCIA and that the organization may be facing internal upheaval (as a side note, Khalatbari is still a board member at the Minority Cannabis Business Association).

The article also indicated that the board hadn’t been told about Murray’s firing until she reached out to the members to discuss the situation.

“As far as NCIA turmoil, I’m under (a nondisclosure agreement) with regard to things we’re dealing with internally,” Khalatbari said, “but there are certainly things that are out there that I have no doubt are going to be coming to the surface pretty soon.

“How bad they are, whether they’re true or not, I think is still up for debate.”

The article also included quotes from Aaron Smith, Executive Director of NCIA, indicating that NCIA is “in a stronger and more stable place than we’ve ever been” and cited the organization’s roughly 1,400 members.

He also added that 2017 “has been our largest growth year since 2014.”

CBE Press has learned from a leaked NCIA e-mail to its board members from Khalatbari that there is more than meets the eye to his resignation. Below is Khalatbari’s actual resignation e-mail to the board recipients with certain sections bolded for emphasis. We have removed the board members email addresses to protect their privacy.

__________________________________________________________________

From: Kayvan Khalatbari

Sent: Monday, December 18, 2017 7:01 PM

To: All NCIA Board Members

Subject: NCIA Board Resignation

Hello all,

This email shall serve as my resignation from the NCIA board of directors, effective the date of the next election in 2018. This would cut my second term one year short. Beyond the career change I am in the middle of, which I need to focus on in dramatic fashion, I’m concerned about the direction of the organization, its leadership, and how we’ve become accustom to resolving our disputes internally.

The controversies related to Glenn and Neal were managed irresponsibly, at best. I spoke with (a board member/ CBE) just last night who spilled the beans on all the info she got form (from/CBE) a fellow board member yesterday about our last board meeting. It’s unfortunate to me that we have board members who attack Glenn for a lack of discretion, only to be just as guilty as those accusations a week later. I feel many on the board have lost respect for one another and that collectively we’ve devolved to a point of dysfunction. We’re simply not serving the members of NCIA in the manner that we should be.

We’re also not focusing on other major issues that have been going on with our Executive Director for some time, which all of us have known about and have chosen to ignore. Unfortunately, I believe those things are about to come to a head very publicly and that the association will suffer irreparable damage, especially if we handle these upcoming controversies as we have others recently. I consider Aaron Smith a very good friend of mine and would do just about anything for him but, putting on my NCIA director hat, I haven’t been happy with how he’s handled conflict during my time as a director here. Whether it be Women Grow, the conversations about minority inclusion, Neal/Glenn, the sexual misconduct allegations, irresponsible spending, etc… I’ve not seen the leader I wanted to in how those conversations were handled. Even giving Aaron the benefit of the doubt and assuming they are all false accusations, I still don’t like what I’ve heard from him, or from others in how he’s responded to those criticisms. I think it’s something the board needs to discuss very deeply and have an earnest conversation about very soon. I am happy to be a part of those.

I am also happy to speak with each of you individually, especially Aaron, about these things. I’ve had at least half the board discuss these things with me one-on-one, so I believe we can avoid pretending like this is some surprise, or that I should have taken this directly to Aaron first. Most of us are aware of these things and we owe it to the organization and to our members to deal with it before it’s too late. I have spoken with Ean at length about this the past couple months and he’s prepared to have this conversation as well.

In the end, I value the relationships (friendships) I have with each of you and look forward to finishing my half-term in the most productive manner possible. Please let me know if you’d like to schedule a time to chat. I’m off to a company holiday party. Be well.

Kayvan S.T. Khalatbari

__________________________________________________________________

The e-mail’s timing, which essentially came right on the heels of Murray’s firing and the recent removal of Rob Kampia as Executive Director of Marijuana Policy Project, (one of the key drivers behind the formulation of NCIA, Kampia is currently the organization’s treasurer and a board member) seems odd, if not connected to an article posted in the District of Columbia’s City Paper the week of 12/17/17 titled “Spotlight on Sexual Misconduct Reopens Old Wounds at Marijuana Policy Project”. What is clear is that Khalatbari’s e-mail contradicts Smith’s claim’s in the MBD article that NCIA is “in a stronger and more stable place than we’ve ever been” and it shares more detail about the mounting problems at NCIA.

Sources have told CBE that, earlier this year, Smith put together a 5-person ethics committee (as per NCIA bylaws) to attempt to kick Neal Levine (LivWell Enlightened Health’s (LEH) Sr. VP of Government Affairs) off the board, accusing him with setting up a competing association, The New Federalism Fund (NFF). NFF was funded by LEH, Dixie Brands, Native Roots, Tryke, Medicine Man, Scott’s Miracle Grow and other industry licensees reportedly to the tune of $500,000 each in the spring of 2017. NFF founding members put their substantial financial resources together in an effort to end the 280E obstacle that threatens the industry’s very existence by making it almost impossible for any licensee to generate a profit since it does not allow for the deduction of business expenses. The dollars raised on behalf of NFF would be and have been used to get industry leaders a seat at the table with congressman and senators and to fund a full court press. Their efforts have been effective to date with Congressman Curbelo (R) of Florida, Senator Wyden (D) and Congressman Blumenauer (D) of Oregon and Senator Cory Gardner (R) from Colorado championing the cause.

Sources indicate that the ethics committee, which was composed of board members Jamie Lewis, Kris Krane, Glenn Peterson, John Davis and Etienne Fontaine, recommended in favor of keeping Levine on the board.

What CBE finds odd and in fact contradictory to the charges that Levine faced is that NCIA membership currently includes the National Association of Cannabis Business (NACB), of which past NCIA Chairman Ean Seeb (Khalatbari’s partner at Denver Relief Consulting) has been a paid consultant. NACB sits on NCIA’s consultant’s committee which sources have told CBE that NACB paid a hefty fee to participate in. By name alone, NACB would seem to be competitive with NCIA if not with its mission statement “The National Association of Cannabis Businesses helps members succeed in an ever-changing regulatory landscape by promoting compliance, transparency, accountability, and responsible business practices.”, all issues that you would expect the NCIA to be focused on to help advance the industry.

Smith’s reaction, to the point of trying to remove a board member for attempting to solve a major industry issue, 280E is odd, especially since several of NFF’s funding members are among the largest NCIA member organizations.

Regarding the reference to Glenn in Khalatbari’s e-mail to the board, CBE has learned that, in November, the NCIA board met, again at the request of Smith, to decide if Glenn Peterson, who owns Canuvo, a vertically integrated medical marijuana license in Maine and current NCIA board member, should be removed from the board for allegedly sharing internal documents with an NCIA lobbying contractor. The board failed to get the necessary support to remove Peterson from the board. (According to NCIA bylaws, a vote of 2/3’s of the board is required for removal.)

Concerning Murray’s ouster, CBE understands that it has become a point of concern for board members and that an evaluation committee was hastily constructed over the holidays consisting of Jamie Lewis, NCIA’s current Board Chairperson, Jessica Billingsley of MJ Freeway, (who was selected by Lewis) and Khurshid Khoja of Greenbridge Corporate Counsel (selected by the board) to investigate reported claims of mismanagement at NCIA and other serious allegations of Smith’s actions as Executive Director.

In light of the above allegations, Smith’s e-mailed comments to MBD about the stability of NCIA are questionable. Sure, membership has grown but no where near as fast as the industry’s state by state expansion since its launch. NCIA’s claim of 1,400 members is barely 1% of the reported 149,000 plus workers in the cannabis industry according to the annual Leafly poll. A review of the NCIA membership directory indicates that there are less then 375 member organizations from adult use cannabis companies, cannabis cultivators or edible and infused product manufactures but this may not tell the whole story, some of these companies may have several employees that are members. If you add lab testing members, the total is roughly 400 plant testing companies. In what appears to be an incomplete directory, membership is also heavily skewed with California listings (including duplicates) numbering 650 companies or so from a marketplace that is just now, as of January 1st issuing state licenses.

Multiple sources from the licensee side of the equation have indicated to CBE that they see no value in the $1,000 annual single membership dues in the form of member benefits received and the board, which is required by NCIA’s bylaws* to have a mix of “Q. No less than one-half of the elected directors shall be representatives of direct cannabis businesses, which for the purpose of these bylaws are defined as any business that directly handles marijuana or products containing cannabinoids derived from the marijuana plant. If the results of a board election create a condition in which it’s impossible to satisfy this requirement and the requirement of Art. III, Sec. P, this requirement shall take precedent.” currently falls short of that mix with ancillary businesses making up the majority of the board seat holders.

Past NCIA members have told CBE that they have been displeased with NCIA’s “pay for play” committee structure practice as well, CBE has been informed by multiple sources that $50,000 will buy a committee board chair seat and $25,000 a seat on the committee. Even current board members are required to contribute or raise $10,000 as part of their board responsibility according to NCIA bylaws section E.* Also, only sustaining members can be elected to the board, to be nominated you have to have put up your $5,000 ahead of the election with no guarantee of success.

NCIA Board positions, have seemingly been an annuity for members in many ways since the organization’s inception. 17 of the current board members have served for 3 years or more, other long-time board members that served for more than 3 years like Tripp Keber, Christian Sederberg, Max Cohen and Dale Sky Jones stepped down in 2016.

Board Member Years Served Role Plant Touching Jamie Lewis 2012, 2013, 2014, 2015, 2016, 2017 Chairman Yes Aaron Smith 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017 Executive Director No Rob Kampia 2011, 2012, 2013, 2014, 2015, 2016, 2017 Treasurer No Cody Bass 2015, 2016, 2017 Director Yes Jessica Billingsley 2013, 2014, 2015, 2016, 2017 Director No AC Braddock 2015, 2016, 2017 Director No Christie Lunsford 2017 Director No Alex Cooley 2016, 2017 Director Yes Troy Dayton 2011, 2012, 2013, 2014, 2015, 2016, 2017 Director No Steve DeAngelo 2013, 2014, 2015, 2016, 2017 Director Yes Etienne Fontan 2011, 2012, 2013, 2014, 2015, 2016, 2017 Director Yes Aaron Justis 2014, 2015, 2016, 2017 Director Yes Sean McAllister 2017 Director No Kayvan Khalatbari 2015, 2016, 2017 Director No Khurshid Khoja 2015, 2016, 2017 Director No Kristopher Krane 2015, 2016, 2017 Director Yes Neal Levine 2016, 2017 Director No Lance Ott 2014, 2015, 2016, 2017 Director No Erich Pearson 2011, 2012, 2013, 2014, 2015, 2016, 2017 Director Yes Glenn Peterson 2016, 2017 Director Yes Ean Seeb 2012, 2013, 2014, 2015, 2016, 2017 Director No Shannon Fender 2017 Director Yes John Davis 2011, 2012, 2013, 2014, 2015, 2016, 2017 Director Yes

Total Current Board Members: 23

CBE Perspective/Opinion

The above information and Khalatbari’s e-mail to the board leave CBE scratching its head. And we still don’t know what precipitated the hasty exit of Genifer Murray from her Chief of Staff role at NCIA.

One immediate question that comes to mind is what the board will do in light of the highly public departure of Rob Kampia from MPP and whether he should retain his board seat and treasurer designation.

Several folks that CBE reached out to for comment indicated that they had an NDA in place. CBE wonders why NCIA requires both employees and board members to sign NDAs when transparency is so important to the nascent industry’s credibility? CBE is very concerned with and suspicious of this clubby, secretive practice.

And frankly, CBE Press is concerned that the NCIA board contains too many ancillary businesses that in our eyes are not part of the industry standard industrial code (SIC), but instead are members of other SIC codes that sell to the legally licensed, state regulated businesses that are the heart and soul of the cannabis industry. We believe that this has created multiple conflicts of interest for the NCIA which positions itself as the “voice of the industry”. Based on the chart above of the current board, only 4 states are currently represented on the board with legally, state-licensed cannabis companies (Producers, Processors, or Retailers), California (5), Colorado (2), Maine (1), Washington (2), with the remaining 13 representing ancillary businesses. The disproportionate representation of California companies on the board and membership begs the question, is this really a national association or one that represents the interests of a select few?

As we all witnessed last week with our prohibitionist Attorney General Jeff Session’s actions, The Cannabis Industry still has many hurdles to overcome. One hurdle the industry shouldn’t have to overcome is self-inflicted wounds created by those individuals that have never accomplished the goal of receiving a legally issued state license or that have a successful business background with the experience and acumen to lead an industry of highly regulated businesses whose owners are risking their own capital, sweat and equity. We believe Khalatbari’s e-mail contains serious allegations of potential issues that can absolutely hurt the industry’s development and that they must be addressed. He voices his concerns that the NCIA board can even deal with “other major issues that have been going on with our Executive Director for some time, which all of us have known about and have chosen to ignore”.

It is CBE’s opinion that the industry needs to think deeply about what appears to be going on behind the scenes at NCIA and whether its Executive Director’s qualifications, experience and temperament are what the Cannabis Industry requires as it moves forward. CBE has witnessed first-hand and received reports from many others in the industry that Smith’s unprofessional behavior to members and at public industry events and NCIA’s own local caucuses are not reflective of an industry that is increasingly welcoming professional managers and successful business people to its licensee ranks and the image of good corporate stewards and ethical leadership which is paramount to the Cannabis Industry’s success.

Additionally, it is CBE’s opinion that the inherent conflicts of interests that abound from its board structure and bylaw shortcomings need to be addressed by mature business leaders, predominantly from the Cannabis SIC code, in order for the industry to effectively achieve its goal, the end of federal prohibition and a responsible, self-regulating industry in private public partnership with the state and federal regulatory authorities.

Stay tuned for more on this developing story.

Source: *NATIONAL CANNABIS INDUSTRY ASSOCIATION BYLAWS Adopted October 5, 2010 and amended December 16, 2010, February 24, 2011, July 12, 2013, January 22, 2014, and June 8, 2014, January 28, 2015, and April 15, 2015. ARTICLE I. Name The name of the corporation is the “National Cannabis Industry Association,” hereinafter referred to as the “corporation.” ARTICLE II. Purpose Consistent with the Articles of Incorporation, the corporation is primarily organized to devise and promote national public policies to improve business conditions for a legal cannabis (marijuana) industry in the United States. ARTICLE III. Board of Directors A. The property, affairs, and business of the corporation shall be managed by the Board of Directors (hereinafter referred to as the “Board”), which shall delegate the responsibility for developing overall policy, control, and administration of the corporation to the executive director. B. The number of seats on the Board shall be at least three, and shall be determined by majority vote of the Board. (Members of the Board are sometimes referred to as “Directors.”) C. The executive director of the corporation shall also serve as a Director. All other Directors (sometimes referred to as “elected Directors”) must be nominated by another Member and be elected to the Board in the annual board election process. D. The elected Directors of the Board shall be at least 18 years of age at the time of election and, with the exception of Initial Directors serving on the Board prior to the first annual meeting in 2011, shall be a representative of Sustaining Member business in the corporation. E. While serving on the board, all elected Directors shall maintain a Sustaining Membership with the corporation in addition to contributing no less than $10,000 annually to the corporation, its Political Action Committee, or other connected entities as defined by the executive director.

Directors who raise the equivalent revenue through recruitment of new members within the calendar year may be exempt from the requirement to contribute additional funding. The executive director shall define what constitutes recruitment by a Director. By majority vote, the Board may increase the obligation of Directors. F. The term of office of each elected Director shall be two years, with each such term expiring at the beginning of an annual meeting of the Board. The exception to this general rule is that Sustaining Initial Directors (See, Article IV, Section C.) serving during the 2011-2012 term shall serve one-year terms. In order to eventually balance the number of seats open for election each year, the Board may designate a number of seats temporarily carrying one-year terms during the 2011 or 2012 election cycle. The winning candidates with the fewest votes shall fill these seats. G. The corporation utilizes a weighted voting system to elect its board of directors. Regular Members are granted one vote, Sponsoring Members two votes, and Sustaining Members five votes. H. Elections for the corporation’s open Board seats will be conducted annually, according to the following approximate timeline: 1. March: The executive director or staff shall solicit members for nominations to the Board. 2. April: The Board of Directors may determine how many open seats are available for board election. The executive director or staff shall send ballots to all members with a list of all nominated candidates and instructions for voting. Members will be able to vote for as many candidates as there are open seats on the board. 3. May: Voting closes. All candidates receiving votes shall be ranked from the most votes to the least. The open seats shall be filled in order, starting with the candidate with the greatest number of votes, then the second greatest number of votes, and so on. In the case of a tie for the last open seat(s), the executive director shall provide the names of the tied candidates to the members of the Board, who shall have seven days to inform the executive director of their preferred candidate (or candidates, in the case of a tie for more than one seat). Once all seats are filled, the executive director shall announce the election results to the membership. 4. July: The new Board holds the annual meeting. I. The Board election shall be conducted by mail, e-mail, and/or through a secured web-based application. J. Anyone who is a member at the time of voting is eligible to vote in Board elections.

K. With the exception of the Executive Director, anyone who is serving on the Board of Directors at the time of the annual board election shall be eligible to vote in the election. L. If the number of candidates for the Board of Directors does not exceed the number of open seats in the annual election, all candidates will be seated as Directors at the annual meeting.

These Directors will be considered elected Directors, for all intents and purposes. M. A vacancy existing by reason of the resignation, death, or removal of a Director before the expiration of his or her term may be filled by designation by a two- thirds vote of the remaining Directors. A Director elected to fill a vacant seat on the Board shall serve until the expiration of that term. N. A Director may resign at any time by giving written notice of resignation to another Director. Any resignation shall take effect at the time received, unless another time is specified in such notice. Unless specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. O. A Director may be removed, with or without cause, by a two-thirds vote of the Directors of the Board at any time by action of the Board, provided that 48 hours’ notice of the proposed action is included in the notice of the meeting at which such vote is to be taken. P. No more than one-half of Directors may have the same state as their primary place of business, provided there are a sufficient number of nominated candidates from other states to fill all available positions on the Board. No less than four states shall be represented on the board at any given time. Q. No less than one-half of the elected directors shall be representatives of direct cannabis businesses, which for the purpose of these bylaws are defined as any business that directly handles marijuana or products containing cannabinoids derived from the marijuana plant. If the results of a board election create a condition in which it’s impossible to satisfy this requirement and the requirement of Art. III, Sec. P, this requirement shall take precedent. ARTICLE IV. Initial Board of Directors A. The initial Board of Directors shall consist of three individuals, as listed in the Articles of Incorporation. These Initial Directors shall, by unanimous vote, appoint a minimum of eight additional Initial Directors. B. Initial Directors shall serve as the corporation’s Board until the Board’s first annual meeting, which will take place in approximately July 2011. C. Initial Directors who become Sustaining Members by March 15, 2011 shall be eligible to serve on the board until the 2012 board election, at which time they may seek re-election. D. During the first membership vote for Directors in the spring of 2011, the open seats shall be filled for either one-year or two-year terms. The length of each term shall be such so that half the 2011-2012 Directors’ terms shall expire at the start of

the 2012 annual meeting and half shall expire at the start of the 2013 annual meeting. ARTICLE V. Meetings of the Board of Directors A. The Board may hold its meetings at such places as shall be specified in a communication with all Directors; any Director may participate in an in-person meeting by telephone. Meetings may also be held by telephone conference call or by e-mail. B. Board meetings shall be held whenever called by the chair of the Board or upon notice signed by a two-thirds majority of the Directors. Advance notice shall be 48 hours, which may be waived by unanimous agreement of the Directors. C. The Board shall hold an annual meeting during the month of July, or as close to July as practicable. D. At any meeting, the presence of a majority of the Directors of the Board, disregarding any unfilled vacancies that may then exist, shall constitute a quorum for the transaction of business. E. Board members are required to participate in at least three-fourths of the corporation’s scheduled board meetings while serving their term. Failure to meet this requirement may result in ineligibility to run for reelection to the board, at the executive director’s discretion. F. Except as otherwise specifically provided by statutes or these bylaws, adopting, changing, or amending any policies or practices of the corporation shall require a two-thirds vote of the Board. ARTICLE VI. Membership A. Any business or person who shares a common business interest in the cannabis industry, abides by the Corporation’s Code of Conduct, and who supports the objectives and stated mission of the corporation may be a member of the corporation, provided he or she pays the membership dues required by the corporation. B. The corporation will maintain three membership tiers with different dues levels and privileges, as specified below: 1. Regular membership: Members must pay $1,000 annually or $100 monthly in dues to the corporation. 2. Sponsoring membership: Members must pay $2,500 annually or $250 monthly in dues to the corporation. 3. Sustaining membership: Members shall have a right to serve as elected Directors. Membership rates for Sustaining members are on a sliding scale, based on the annual gross revenues of the member-business: (a) Gross revenues under $7.5 million annually: Pays minimum dues of $5,000 annually or $500 monthly.

(b) Gross revenues of $7.5-$10 million annually: Pays minimum dues of $7,500 annually or $750 monthly.

(c) Gross revenues of $10-$15 million annually: Pays minimum dues of $10,000 annually or $1,000 monthly. (d) Gross revenues of $15-$20 million annually: Pays minimum dues of $15,000 or $1,500 monthly.

(e) Gross revenues greater than $20 million annually: Pays minimum dues of $20,000 annually or $2,000 monthly. C. By a majority vote, the Board may create a lower membership tier referred to as “Associate Membership.” Associate members shall pay annual dues in an amount not less than $25. D. The executive director shall have authority to amend the qualifications for any level of membership or defer or forgive dues payments on a case-by-case basis. E. To fulfill the Corporation’s stated mission, the Board will address ethics-related complaints regarding members in the following manner: 1. All Board members will randomly serve on an Ethics Committee to investigate ethics complaints regarding members. On a rotating and random basis, each month five elected Directors will be designated to serve on the committee along with the Executive Director. The Board’s legal counsel may assist the committee, but will not vote on the committee’s recommendation. The committee will have responsibility to investigate any complaint received and referred to the committee by any Board member during the month of service and make a recommendation regarding action to the Board within 30 days, unless more time is needed. 2. Upon receipt of a recommendation for the removal or other discipline of any member, the Executive Director will schedule a Board meeting to consider and act on the recommendation. The Board may revoke a membership, by a two-thirds vote of the Board. 3. In any instance where the Executive Director believes the conduct of any member requires immediate action, the member may be immediately suspended. Upon suspension, the matter will be referred to the Ethics Committee sitting that month for investigation and a recommendation to the Board as to what action should be taken. ARTICLE VII. Officers A. The officers of the corporation shall be the chair, vice-chair, secretary, and treasurer. The chair and vice chair must be Directors. The secretary and treasurer may be Directors. B. The positions of secretary and treasurer may be held by the same person. C. The term of office of the chair, vice chair, secretary, and treasurer of the corporation shall be one year, ending at the conclusion of the annual meeting. D. The officers of the corporation shall be elected by a majority vote of the Board through an instant run-off voting process at the annual meeting.

E. The Board will first vote for position of chair, then vice-chair, then secretary, and then treasurer. Any officer candidate who fails to garner enough votes for the position that he or she seeks may run for a lower position during the same election. F. A vacancy existing by reason of the resignation, death, or removal of an officer before the expiration of his or her term shall be filled by designation by a two-thirds vote of the Board. An officer elected to fill a vacant seat shall serve until the expiration of that term. G. An officer may resign at any time by giving written notice of resignation to a Director of the Board. Any resignation shall take effect at the time received, unless another time is specified in such notice. Unless specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. ARTICLE VIII. Duties of Officers A. The Board shall have general supervision over the business of the corporation. B. The chair shall take a highly active role in member recruitment and call and preside over Board meetings, except when that responsibility is delegated to the executive director. C. The vice chair shall take a highly active role in member recruitment and preside over Board meetings when the chair is unavailable except when that responsibility is delegated to the executive director. D. The secretary shall keep minutes of all proceedings of the Board. E. The treasurer shall ensure that the staff of the corporation keep and maintain adequate records of the business transactions of the corporation. ARTICLE IX. Staff, Contracts, Loans, Checks, Drafts, Bank Accounts, Etc. A. The Board shall delegate the hiring, administration, and termination of staff personnel to the executive director of the corporation. B. The executive director shall be elected by a two-thirds vote of the Board to serve as an employee of the corporation. The executive director, who shall be a member of the Board, has the responsibility for carrying out the overall policy, control, and administration of the corporation, as determined by the Board. The executive director is authorized to enter into contracts and agreements, effect loans and advances, sign and endorse checks, and deposit and withdraw funds from the corporation’s account or accounts in the name of the corporation, so long as such actions are intended to serve to further the purposes of the corporation. C. The executive director’s employment may be terminated by a two-thirds vote of the Board. ARTICLE X. Advisory Boards

A. The executive director may create and develop Advisory Boards for advice on activities relevant to the corporation’s purpose. B. An individual may be added to an Advisory Board by agreement between the individual and the executive director. C. Advisory Board members may resign from the Advisory Board by providing written notice. The executive director may remove members of the Advisory Board, with or without cause, by providing written notice. ARTICLE XI. Executive Director Evaluation A. On an annual basis, the Executive Director’s job performance shall be evaluated against pre-established criteria and metrics agreed upon by the executive director and the Board’s Executive Director Evaluation Committee. B. The Executive Director Evaluation Committee shall consist of the Board Chair, a member of the Board appointed by the executive director, and a member of the Board elected by a majority vote of the Board through an instant run-off voting process at the first meeting of each calendar year. C. The Executive Director Evaluation Committee will submit its written performance evaluation to the Board for review and provide input on executive director compensation and benefits to the Board at the first meeting of each calendar year. ARTICLE XII. Political Action Committee A. The Executive Director may establish a Political Action Committee (PAC), in accordance with federal law, for the purpose of advancing the legislative interests of the corporation. B. The corporation’s PAC may solicit contributions from Associate, Regular, Sponsoring, or Sustaining members. ARTICLE XIII. Amendment of Bylaws and Articles of Incorporation A. These bylaws may be amended or repealed by a two-thirds vote of the Board. Advance notice shall be 48 hours, which may be waived by unanimous agreement of the Directors. B. The corporation’s Articles of Incorporation may be amended, or new Articles of Incorporation adopted, by the Board at a meeting by a two-thirds vote of the Board. Advance notice shall be 48 hours, which may be waived by unanimous agreement of the Directors. ARTICLE XIV Dissolution of the Corporation A. The Board may dissolve the corporation by a four-fifths vote of all current Directors.

B. A resolution to dissolve the corporation must also include an up-to-date financial report and provisions to distribute the assets and property of the corporation. C. In the event of the liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary, involuntary, or by operation of law, the Board shall, except as may be otherwise provided by law, transfer all of the assets of the corporation in such manner as the Directors, in the exercise of their discretion, may by a majority vote determine. ARTICLE XV Parliamentary Authority Robert’s Rules of Order, Newly Revised, by Sarah Corbin Roberts, shall be used in all cases not covered by these bylaws.

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