PROXY FOR MEMBERS OF THE BOARD OF DIRECTORS

Article VII, Section 1, of the FES Charter provides that..."The Board shall adopt administrative and professional policies to implement the principles and provisions of the Charter and Bylaws." It further provides that..."The Board shall have the power to interpret the intent of the Charter and Bylaws."

Acting within its powers to interpret the intent of the Charter, the Board of Directors believes that the Charter intends that groups of members, such as chapters and practice sections, shall be entitled to representation at meetings of the Board of Directors in the event that their duly elected representative to the Board of Directors cannot attend a Board meeting.

The following policies and procedures are established for determining which members of the Board of Directors are entitled to representation by proxy and how proxies shall be designated and recognized.

1. Each member of the Board shall have one vote. A member of the Board may not designate another member of the Board as his proxy.

2. Only members of the Board who have been elected to represent groups of members, such as chapters and practice sections, may be represented by proxy. State officers and national directors are not eligible to be represented by proxy.

3. A person must be a member of the Society in good standing to be eligible to serve as a Board member's proxy.

4. To be eligible to serve as proxy for a state director, the member shall be a member in good standing of the chapter represented by the state director. To be eligible to serve as proxy for a practice section chairman, the member shall be a member in good standing of the practice section represented by the practice section chairman.

5. The Board will automatically recognize as proxy any eligible member so designated in writing by a Board member upon delivery of such written notification of the proxy to the Secretary. Written notification of proxy designation must contain the signature of the Board member authorizing the proxy.

6. In the event that written designation of proxy is not received by the Secretary from the Board member, the Board may approve an eligible member as proxy by a majority vote of the Board members present as long as those members present constitute a quorum of the Board. In taking such action the Board shall give preference to designating as proxy the chapter president in the case of a state director, and the senior vice chairman in the case of a practice section chairman.

In establishing the above policies and procedures, the Board of Directors wishes to further clarify that members of the Board, or their duly designated and recognized proxy, must be present at the meeting of the Board to cast their vote on items being considered during the meeting by the Board. No member of the Board, or his duly designated and recognized proxy, may cast a vote in absentia. Board members who are unable to attend meetings of the Board, and who are not represented by proxy, may have their comments on specific items being considered by the Board presented to the Board by submitting their comments in writing to the Secretary. Such written comments may be presented for consideration by the Board but shall not constitute or be recorded as a vote by the absent member.

Approved by the FES Board of Directors
July 29, 1971

Reaffirmed by the FES Board of Directors
August 2, 1990
August 4, 1994
August 6, 1998