ARTICLE VI

EXECUTIVE BOARD

A. Organization

1. The Executive Board shall be composed of the Presidents of each Master Executive Council.

2. The International Officers of the Union shall be ex-officio members of the Executive Board.

B. Jurisdiction and Duties

1. The Executive Board shall have the power and authority to:

a. Control the Union's general management and business affairs, subject to the provisions of the Constitution and Bylaws and Board of Directors.

b. Maintain continuity in the management of the Union.

c. Act in the capacity of owner's representatives and general trusteeship of the Union's business and funds.

d. Establish policy as necessary in furthering the objectives and policy announced by the Board of Directors.

e. Provide guidance to the International Officers in the furtherance of Board of Directors' objectives contained both in policy and in the Constitution and Bylaws.

f. Interpret the Constitution and Bylaws.

g. Receive interim reports from the International Officers and committees authorized by the Board of Directors, and may implement such recommendations that do not require Constitution and Bylaws changes.

h. Appoint committees, as necessary, for the proper conduct of Union business.

i. Create new councils when deemed necessary.

j. Call the Board of Directors into special session.

k. Ballot the Board of Directors on any matter, except changes in the Constitution and Bylaws:

(1) Carry out the duties specifically mentioned elsewhere in the Constitution and Bylaws.

(2) The Executive Board shall not have the power to:

(a) Change the Constitution and Bylaws.

(b) Change the dues structure.

(c) Levy assessments.

l. Determine at its annual meeting whether to include a program of workshops and/or addresses on subjects pertinent to the Union as part of the annual Board of Directors meeting.

　

C. Meetings

1. A regular meeting of the Executive Board shall be held annually between August 1 and October 1. The place and date of the meeting may be determined by the Board of Directors in session or by mail ballot sent to the Executive Board members by the International President. The Executive Board will meet by teleconference in quarters when a regular meeting of the Executive Board is not scheduled.

2. Written notice of all regular Executive Board meetings and teleconference meetings shall be sent by USPS First Class Mail to each member of the Executive Board, copies mailed to the Board of Directors, at least thirty (30) days prior to the beginning date of said meeting by the International President. Such notice shall list the time, place and known agenda for that meeting.
　

3. The order of business at each meeting shall be:

a. Call to order by Chairperson

b. Roll call of members

c. Announcement of unrepresented Master Executive Councils

d. Communications

e. Reports of International Officers

f. Ratification of agenda committee assignments

g. Committee reports

h. Unfinished business

i. New business

j. Adjournment.

4. The Executive Board may change the order of business by a majority vote.

5. Agenda

a. As a minimum, the agenda for each regular meeting of the Executive Board shall consist of, but not be limited to, a written report from the International Officers. In addition, the agenda may include interim reports from committees of the Board of Directors and Executive Board.

b. Agenda items may be submitted by International Officers of the Union and members of the Executive Board. Any item to become a part of the agenda for a regular Executive Board meeting must be submitted in writing and shall become part of the published notice of meeting if in receipt of the International Secretary-Treasurer of the Union prior to issuance of such notice.

c. Any agenda item received after the deadline date shall be treated as a late agenda item. Late agenda items may be submitted during the first day and for one (1) hour after the meeting commences on the second day by any member of the Executive Board. The International Officers of the Union may submit agenda items at any time. Late agenda items shall be subject to approval by a two-thirds (2/3) vote of the Executive Board.

6. Special Meeting

a. Any member of the Executive Board may petition the International President to ballot the Executive Board by mail for the purpose of calling a special meeting, indicating the item or items that member desires to place on the agenda. The International President shall within seven (7) days ballot the Executive Board on whether or not a special meeting shall be called. A special meeting shall be called if a majority of the Executive Board members agree. Any call for a special meeting shall include time, place and agenda and shall be in receipt of each member of the Executive Board not less than five (5) days prior to such meeting.

b. Special teleconference calls of the Executive Board may be called by the International President or by a majority of the Executive Board. Any teleconference call other than the regularly scheduled teleconference calls will be considered a special teleconference call. The provisions of Article VI.C.6.a. shall apply.

7. Attendance and Quorum

a. All meetings of the Executive Board are open to all active members of the Union and invited guests; provided, however, that the Executive Board may declare any session to be a closed session and exclude any or all persons who are not duly accredited members of the Executive Board.

b. At any meeting of the Executive Board, each Master Executive Council shall be represented by its Master Executive Council President or the President's duly appointed representative.

c. A majority of the members of the Executive Board shall constitute a quorum for the transaction of all business. When a quorum is not present, a lesser number of the Executive Board members in attendance shall adjourn the meeting to a future time.

8. Voting

a. Decisions on all questions brought before the Executive Board shall be determined by a majority vote unless otherwise specified in the Constitution and Bylaws. Each member of the Executive Board shall have one (1) vote.

b. The International Officers of the Union shall not vote at meetings of the Executive Board unless they are also elected members thereof.

9. Representation at Executive Board Meetings

If a member of the Executive Board is unable to attend any meeting of that body. the member shall designate, in writing, that member's Master Executive Council Vice President to attend in that member's stead, who will then have all the rights and privileges of the original representative. In the event that member's Master Executive Council Vice President is unable to attend, the Master Executive Council President shall designate, in writing, any other member of the member's Master Executive Council in that member's stead, who will then have all the rights and privileges of the original representative. In the event that no such other elected member of that member's Master Executive Council is able to attend, that member may designate, in writing, any other active member in good standing of that airline to attend and act as that member's representative, who would then have all the rights and privileges of the original representative. If a member of the Executive Board is unable to designate, in writing, any member as listed above from that member’s airline, such Executive Board member shall designate in writing, any other member of the AFA-CWA Executive Board to act as that member’s representative, who would then have all the rights and privileges of the original representative.

Where all members on an airline are furloughed, the last Master Executive Council President or designee on the airline may attend Executive Board meetings held within one (1) year of the total furlough as an observer with floor speaking privileges, but not as a delegate or voting member.

10.Proxies

If for any reason a member of the Executive Board can show cause why that member is unable to remain at a meeting of the Executive Board, that member may designate, in writing, any other member of the Executive Board, in attendance, to act as that member's proxy, with all the rights and privileges of the original representative. A proxy may not be transferred when a proxyholder finds it necessary to depart a meeting. Should the original representative return to the meeting, s/he resumes all the rights and privileges and the transference of the proxy becomes null and void.

11.Meeting Records

a. The actions taken at each meeting of the Executive Board shall be compiled and issued to all members of the Board of Directors and the Executive Board within forty-five (45) days of such meeting.

b. A copy of the transcript of each meeting of the Executive Board shall be available to the active membership at the International Office.

c. All Executive Board teleconference calls must be recorded and made available at the International Office to any active member. The cost of recording(s) will be borne by the International Office.

12.Credentials Committee

a. The Credentials Committee shall consist of not less than three (3) members of the Executive Board appointed by the International Officers of the Union.

b. The Credentials Committee shall certify the credentials of members of the Executive Board, their designated representatives and proxies.
　

13.Teleconference Meetings

Meetings of the Executive Board and its committees may be held by telephone and other electronic means provided all members participating can hear and speak with each other simultaneously. Teleconference meetings are not subject to requirements to be open to all active members. However, meeting records shall be maintained and distributed in accordance with Article VI.C.11.

　

D. Committees of the Executive Board

1. The Executive Board may establish committees as necessary for discharge of its duties to the Union. It shall charge such committees, specify the number of members and determine the life of the committee.

2. · Unless otherwise specified by the Executive Board, members of Executive Board committees shall be appointed by the International Officers of the Union, who shall be responsible for securing interim reports as deemed necessary, monitoring committee progress and for removing and replacing members.

3. The Organizing Committee shall be a standing committee of the Executive Board.

a. This Committee shall be comprised of four (4) Master Executive Council Presidents elected by the Executive Board and one (1) alternate to be appointed by the International President. One committee member will be elected from each of the following groups:

(1) One member from the carriers of under 500 members.

(2) Two members from the carriers of over 500 and under 3000 members.

(3) One member from the carriers of over 3000 members.　

b. This Committee shall establish and maintain a training program which focuses on organizing and a minimum of two (2) people from each airline shall be trained.　

c. This Committee is charged with formulating definite policy in conjunction with the Executive Board, Board of Directors, and International Officers to deal with organizing activities.　

d. This Committee shall report to the Executive Board and Board of Directors in session and file interim reports as necessary.

e. The Chairperson of this Committee shall be a flight attendant, if a qualified flight attendant is available.