Our Bylaws

The Bylaws of The Online Film Critics Society

ARTICLE I. NAME OF ORGANIZATION

The name of the organization is The Online Film Critics Society (OFCS).

ARTICLE II. MISSION STATEMENT

The Online Film Critics Society (OFCS) is a professional association for online film journalists, historians, and scholars. The organization is a volunteer group run by its membership. The mission of the society is to further the growth of an informed film audience, to promote awareness of the Internet as a source of news and commentary, to provide a forum for the OFCS members to communicate and discuss ideas about journalism and cinema, and to encourage a high standard of journalism across the online media.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility for Membership
Membership in the OFCS is restricted to film journalists whose primary output is published directly to and originally on the internet.

The OFCS does not and shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, sexual orientation, age, national origin (ancestry), disability, marital status, or military status, in any of its activities or operations.

Section 2. Application Process
Individuals wishing to become members in the OFCS must meet the following requirements:

1. Worked as a film critic or film journalist for a minimum of two years prior to the current application year (e.g. prior to Jan. 1, 2017 for the application year 2019)
2. Written a minimum of fifty (50) reviews of individual films each year for the last two years prior to the current application year (e.g. a minimum of 50 reviews written in 2017 and a minimum of 50 reviews written in 2018 for the application year 2019); or produced and aired a minimum of 50 reviews of individual films each year on an online video platform (YouTube, Vimeo, etc.).
3. Review content must be for motion pictures released in theaters and the body of the review must be a minimum of 400 words in length; or six (6) minutes in length for video content. Reviews of television shows, movies made for television, music, or other non-motion picture-related content will not be counted.
4. Must maintain their own website or be a contributor to another website of professional quality. Individuals who post reviews on sites where they are not a formal contributor (IMDb, Amazon, Facebook, etc.) are not eligible.
5. Review content must be of exceptional quality, knowledgeable about the craft of filmmaking and its history, be well edited, and exhibit a distinctive voice in film criticism.
6. Must not have been accused of or participated in any offenses that would result in the suspension or revocation of membership (plagiarism, sexual harassment, etc.).

There are two methods of admission to the OFCS.

1. Fully and accurately complete a membership application through the OFCS website.
2. Be sponsored for membership by three current members of the OFCS. A fully and accurately completed application will still be required.

Applications for membership may be submitted at any time; however, new membership applications, sponsored or otherwise, will be reviewed annually during the months of April, May, June, and July. Applications received after June 30 will not be reviewed until the subsequent eligibility period (e.g. an application received on July 1, 2019 will be not be reviewed until April 2020 at the earliest).

No more than ten (10) new members will be admitted annually. The only exception to this rule is individuals sponsored for membership by three current members of the OFCS. The Governing Committee (GC) may decide to offer membership to any number of sponsored applicants they choose.

While sponsored applicants are encouraged to meet minimum admission requirements, exceptions may be made for exceptional applicants.

The Talent Scout Committee will conduct the application review process as outlined below.

1. The Talent Scout Committee will broken into two voluntary groups. The first group (hereafter referred to as Numerical Scouts) will review each applicant’s numerical requirements. If the applicant meets requirements, they will be given over to the second group.
2. The second group (hereafter referred to as Quality Scouts) will review the content of the applicant and make a determination of whether they recommend the applicant for membership or not.
3. Numerical Scouts will also review sponsored applicants and will turn over to the Quality Scouts a list of all of these members and where they are deficient in meeting standard requirements.
4. Two-thirds of the Quality Scouts must recommend an applicant for membership in order for them to be considered for admission.
5. The list of approved applicants will be passed over to the GC who will make the final determination of whether an applicant is offered membership or not.
6. New members will be inducted at the Associate Member level where they will remain for a period of one (1) calendar year to verify that they are meeting standard membership requirements.

When an applicant has been approved for membership, they will be extended a formal offer of membership. The applicant has seven (7) days to accept the proposal and complete a New Member Information form. They will have an additional seven (7) days to pay the appropriate dues for the current year unless an extension is requested and granted by the GC.

Section 3. Membership and Dues Structure

There will be three levels of membership in the OFCS.

1. Associate Members
2. Members in Good Standing
3. Emeritus Members

The Associate Member level is designed for new members and members on probation. The following benefits, obligations, and restrictions will apply:

1. Will pay Dues equal to $10 US.
2. Married/Committed cohabitating couples will pay Dues equal to $15 US. †
3. Participation in awards voting (both for nominations and awards selection) is not mandatory unless otherwise required by the terms of a probation/disciplinary agreement. Participation requires adhering to all rules enumerated in the Awards Rules Document.
4. Participation in GC elections and Bylaw amendment approval votes is mandatory. All other votes and surveys will not be mandatory unless specifically outlined at the time of announcement.
5. Will not be included in member lists sent to publicists or studios.
6. Must meet all requirements outlined in Section 4. Membership Requirements.

The Members in Good Standing level is designed for all members other than Associate or Emeritus members. This level is broken into two tiers, one for members inside the United States and its territories and the other for international members. The following benefits, obligations, and restrictions will apply:

Members inside the United States or its territories:

1. Will pay Dues equal to $25 US.
2. Married/Committed cohabitating couples will pay Dues equal to $35 US. †
3. Participation in awards voting (both for nominations and award selection) is mandatory. Participation requires adhering to all rules enumerated in the Awards Rules Document.
4. Participation in GC elections and Bylaw amendment approval votes is mandatory. All other votes and surveys will not be mandatory unless specifically outlined at the time of announcement.
5. Must meet all requirements outlined in Section 4. Membership Requirements.

International members:

1. Will pay Dues equal to $25 US.
2. Married/Committed cohabitating couples will pay Dues equal to $35 US. †
3. Participation in awards voting (both for nominations and award selection) is not mandatory. Participation requires adhering to all rules enumerated in the Awards Rules Document.
4. Participation in GC elections and Bylaw amendment approval votes is mandatory. All other votes and surveys will not be mandatory unless specifically outlined at the time of announcement.
5. Must meet all requirements outlined in Section 4. Membership Requirements.

The Emeritus Member level is designed for long-time members who are no longer contributing film criticism on a regular basis. The following benefits, obligations, and restrictions will apply.

1. Will pay Dues equal to $5 US.
2. Married/Committed cohabitating couples will pay Dues equal to $10 US. †
3. Participation in awards voting (both for nominations and awards selection) is not mandatory. Participation requires adhering to all rules enumerated in the Awards Rules Document.
4. Participation in GC elections and Bylaw amendment approval votes is mandatory. All other votes and surveys will not be mandatory unless specifically outlined at the time of announcement.
5. Will not be included in member lists sent to publicists or studios.
6. Does not need to meet all requirements outlined in Section 4. Membership Requirements.
7. A current or former member of the OFCS may apply to become an Emeritus member if they meet the following requirements:
   1. Have been a member in good standing for at least 15 years.
   2. No longer have or maintain a website on a regular basis or produce fewer than 20 reviews and/or film-related content each calendar year.
   3. Be approved by the GC.
   4. An Emeritus member may, at any time after the beginning of a new year prior to the dues payment deadline, request to be reinstated to the level of Member in Good Standing. The Emeritus member must meet all requirements outlined in Section 4. Membership Requirements for the year preceding their request for reinstatement.
   5. An Emeritus member who is reinstated must remain a Member in Good Standing for a minimum of 5 years before being reconsidered for Emeritus status.

Section 4. Membership Requirements

The following items are required for all members of the OFCS unless outlined differently in another section of these Bylaws.

1. Written a minimum of fifty (50) reviews of individual films each calendar year; or produced and aired a minimum of 50 reviews of individual films each calendar year on an online video platform (YouTube, Vimeo, etc.).
2. Review content must be for motion pictures released in theaters and the body of the review must be a minimum of 400 words in length; or six (6) minutes in length for video content. Reviews of television shows, movies made for television, music, or other non-motion picture-related content will not be counted.
3. Video reviews must consist of a minimum of 6 minutes of discussion on each individual film.
4. A member may supplement their annual review count with film-related articles of equal length. No more than fifteen (15) such articles may be supplemented, requiring a minimum of thirty-five (35) reviews of individual film.
5. Must maintain their own website or be a contributor to another website of professional quality.
6. Review content must be of exceptional quality, knowledgeable about the craft of filmmaking and its history, be well edited, and exhibit a distinctive voice in film criticism.
7. Must adhere to Section 5. OFCS Code of Conduct.
8. Annual payment of membership dues as outlined under each membership level. †
9. In the case of an extreme emergency that affects a large portion of the OFCS membership, the Governing Committee may decide to waive or adjust specific portions of bylaw Article III. Membership for a period of one year. This decision must be approved by a majority vote of the entire membership as outlined in Article VI. Voting and must be re-approved by this same method each year the emergency persists. †

Section 5. Code of Conduct

All members are expected to adhere to a professional code of conduct while publicly or privately representing themselves or their websites in any official capacity as a member of the film journalism community in general or as a member of the OFCS in specific. This includes, but is not limited to, online forums, Facebook groups, film festivals, or other film-related events.

Sexual harassment, assault, or other sexual crimes are not tolerated and may be subject to immediate expulsion from the OFCS.

Hate speech or hate crimes are not tolerated and may be subject to immediate expulsion from the OFCS.

Plagiarism of any kind is not tolerated and may be subject to immediate expulsion from the OFCS.

Any violation of the code of conduct is subject to a review under the Section 6. Disciplinary Action section.

Section 6. Disciplinary Action

Failure to meet any obligations as outlined in these Bylaws and any violations of the Code of Conduct may be met with disciplinary action up to and including termination of membership in the OFCS.

Should a member fail to meet obligations as set out in these Bylaws, the GC will address the grievance with the member in question and work with them to establish a Disciplinary Action Plan (DAP) that will list any requirements to retain membership. These may include a certain number of completed awards ballots, immediate submission of dues, or other such requirements as deemed appropriate by the GC. If a DAP is put in place, the member will be temporarily placed in the Associate Member level of membership until such time as the terms of the DAP have been met. If the member does not respond to the attempt to address the grievance or the conditions of the DAP are not met, the subject’s membership will be immediately terminated.

Should a member violate Section 5. Code of Conduct, any member or non-member may make a request for discipline to the GC who will respond within one week and carry out a grievance hearing between the parties or with the member in question individually. The GC may either put the offending member on a DAP or terminate their membership based on the evidence presented. If the GC does not find cause to discipline the member, they will advise the reporting individual as soon as the determination is reached.

In all cases of discipline, the privacy of the offending member or the reporting individual will be respected. If the offending member or reporting individual discuss the matter publicly or agree to have their identities revealed, all privacy rights will be waived.

In extreme circumstances, it may be necessary for the GC to publicly address the situation, especially if the grievance is made known publicly prior to the resolution of the complaint. In these cases, the GC may announced the decision either as a termination of the membership in question or a reference to disciplinary action being taken. The extent of the disciplinary action will still remain private unless otherwise excepted above.

Should a member of the GC be the subject of a Disciplinary Action complaint related to Section 5. Code of Conduct, the GC shall appoint a Temporary Committee to address the grievance separately. This committee shall be drawn from the membership and shall be comprised of one (1) individual selected by the GC member subject to the complaint, one (1) selected by the plaintiff, and three (3) selected by the GC.

The members of the Temporary Committee shall listen to the evidence presented and come to an agreement on the disciplinary action required, whether a Disciplinary Action Plan or a termination of membership. The remaining GC members will be responsible for carrying out the disciplinary action as determined by the Temporary Committee. All members of the GC and the Temporary Committee are bound by the confidentiality clause outlined above for non-GC members.

Section 7. Resignation or Termination

Members of the OFCS may resign their membership at any time and for any reason. A resignation must be made in writing via e-mail to the GC specifying a date for the cessation of membership.

Membership may not be terminated except as outlined in Section 6. Disciplinary Action

In the event that a member resigns their membership or has their membership terminated, they will be removed from the organization’s publicity list, website, and all other areas where their membership should be listed on or after the date specified. Members are not entitled to a refund of membership dues in either of these cases except under special authorization by the GC.

Section 8. Annual Review Requirement

The Numerical Scouts will be responsible for reviewing existing member website to verify if they meet minimum requirements for membership. They will be responsible only for verifying the number of individual reviews, the word counts of said reviews, and the length of video reviews. Should a member have fewer than 50 qualifying reviews, the Numerical Scouts will review the site for additional content to meet the minimum requirements. If the member does not meet these requirements, an exact count of eligible content (broken down by the tally of eligible reviews and articles separately) will be provided to the GC who will reach out to members who do not meet the minimum and give them the opportunity to provide supporting documentation to prove the meet requirements. Supporting documentation must be received within 14 calendar days.

ARTICLE IV. GOVERNING COMMITTEE

The Governing Committee (GC) shall be responsible for the operational duties of the OFCS as outlined herein.

Section 1. General Powers

The GC will be responsible for enforcing the Bylaws of the OFCS and carrying out all operational requirements of the organization including payment of dues, organizing and conducting votes, and communication with internal and external inquiries about the organization.

The GC may not change or amend these Bylaws except as prescribed in ARTICLE VII. BYLAWS AMENDMENTS.

Should an issue not specifically addressed in these Bylaws arise, the GC will be responsible for issuing a ruling. These rulings must be noted and maintained in an official record so they may be reviewed at any time by a future GC.

Section 2. Number, Tenure, Requirements, and Qualifications

The number of GC members shall be three (3).

In order to serve on the GC, a member must be of the Member in Good Standing membership level and have been a member of the organization no fewer than three (3) years.

Candidates for the Governing Committee must not be related by blood or marriage and may not represent the same publication.

Members of the GC shall serve one-year terms expiring at 12:01am on the day prior to the new GC taking office.

The GC is a volunteer, unpaid position.

Section 3. Election

The election for new members of the OFCS GC will be conducted by the Election Volunteer Committee (EVC), selected from among members who do not intend to run for the new term GC.

The selection of the EVC and the GC elections will be conducted on a schedule as outlined in ARTICLE X. TIMETABLE.

If there are two (2) or fewer candidates for the GC three (3) days prior to the deadline, the EVC will call for additional candidates.

If there are three (3) or fewer candidates for the GC, no formal election will be held and the candidates will be automatically appointed. If there are fewer than three (3), the open position will be considered a vacancy and will be handled as outlined in Section 4. Resignation and Termination.

Each candidate will be responsible for drafting a short policy statement that will be provided to the membership as a whole at the time the election begins.

If a member is unable to place a vote for any reason, he or she must seek a waiver from the EVC.

Electioneering is prohibited.

Coercion or other methods of enticing votes outside of the candidates’ position statements, either by a candidate for the GC or by a member of the OFCS, will be treated as a violation of Article III: Section 5. Code of Conduct.

Any communication intended to be sent to the general membership must be submitted to the EVC for approval. The EVC must provide equal access to all candidates in the race. As such, the EVC will, upon receipt of non-standard communication from a single candidate, request comparable material from all candidates. Candidates are not required to submit additional material, but the opportunity must be given.

If a candidate withdraws from the race at any time, the election will proceed as normal without the withdrawn candidate and should this result in three (3) or fewer candidates, no election will be needed as previously outlined.

The three (3) individuals with the highest number of votes will become the Governing Committee for the next annual term. In the case of a tie, the Governing Committee shall be comprised of no more than five (5) individuals. If more than five (5) individuals would be selected, the individuals with the most votes will be elected with the remaining seat being filled by a run-off election started immediately after the results are confirmed and lasting for an additional calendar week.

Section 4. Resignation and Termination

Any member of the GC may resign their position with written notice delivered to the remaining GC members via e-mail.

Any member who does not wish to seek re-election is not required to deliver notice as outlined above.

The remaining GC members will be responsible for opening a dialogue with the resigning member and confirming the details of the resignation, discussing options for a continuance of duties, and confirming the resignation will stand prior to announcing the resignation to the membership at large.

Once the resignation is confirmed, the GC will notify the membership within 10 days with the date the resignation is to take effect.

Should a vacancy on the GC occur, due to resignation or termination as part of a disciplinary action, on or before November 1, a special election to fill out the remaining term  must be called for within 10 days of notice of vacancy. Vacancies occurring after November 1 will remain open until the next scheduled GC elections.

Each candidate will be responsible for drafting a short policy statement that will be provided to the membership as a whole at the time the election begins.

Once the notification of a special election is announced, the GC will accept candidates for up to one calendar week. At the end of this time, the GC will conduct the Special Election to fill the vacated seat. The individual with a simple majority of votes will be selected to fill the term of the outgoing GC member. In the case of a tie, the Governing Committee shall be comprised of no more than five (5) individuals. If more than five (5) individuals would be selected, the individuals with the most votes will be elected with the remaining seat being filled by a run-off election started immediately after the results are confirmed and lasting for an additional calendar week.

A special election will only be required if the number of remaining Governing Committee members is less than the number specified under Section 2. Number, Tenure, Requirements, and Qualifications. The number of open positions shall equal the difference between this number and the number of remaining Governing Committee members. (e.g. if there are two (2) members on the GC, the number of open positions is one (1)). †

A special election will only be required if the number of applicants exceeds the number of open positions. †

ARTICLE V. COMMITTEES

The OFCS must convene specific committees every year in accordance with these Bylaws. The following standing committees may be formed as outlined herein at prescribed times or for prescribed reasons.

• Governing Committee
• Talent Scout Committee
• Election Volunteer Committee
• Awards Rules Committee

Should the need arise, the GC may establish a Temporary Committee to address specific needs. The committee will exist for the duration prescribed by the Governing Committee.

All committees, unless otherwise specified in these Bylaws must consist of at least one member of the GC and one member of the membership at large.

Permanent committees will be re-formed annually at prescribed times. There is no limitation to how many different committees an individual member may participate in. The Governing Committee has final determination of who sits on each committee when it is form, unless otherwise specified.

ARTICLE VI. VOTING

Members of the OFCS may be asked to vote at various intervals throughout the  year. Participation in voting is optional except as outlined under these Bylaws in relation to awards voting and the selection of the Governing Committee, which are mandatory.

If a member will miss a voting period, they must notify the GC with a reason as soon as is possible.

Failure to participate in a single voting period will not be grounds for termination of membership. Repeated failure to participate may result in disciplinary action up to and including termination of membership.

Voting shall be conducted via e-mail and carried out via whatever means necessary by the Governing Committee. Except in the case of awards voting, voting results should be made known to the membership in terms of percentages.

All votes will be conducted using a simple majority rule unless otherwise specified.

All votes, unless otherwise specified herein, must have a minimum of seven (7) days’ notice to members and must remain open for a minimum of three (3) days.

A vote of the entire membership may be called at any time outlined below.

• At the request of the GC.
• As the result of a vote by a request by a standing or temporary committee and conducted by the GC.
• By the formal request of 20% of the total active membership of the OFCS and conducted by the GC.

ARTICLE VII. BYLAWS AMENDMENTS

In order to amend the Bylaws of the OFCS, a mandatory vote must be conducted in which a simple majority agree to the proposed changes. Except in relation to a full revision of the Bylaws, any changes made to specific sections shall be conducted in separate questions to the membership with each having the potential to be approved or rejected.

The following steps must be taken to make any changes to the Bylaws.

1. Bylaw amendments may be proposed by any of the following.
1. The Governing Committee.
2. A coalition of 10% of the active members of the OFCS.
3. A request from a standing or temporary committee.
2. All proposals must be presented to the GC who will have seven (7) calendar days to respond to the request.
3. If requested by a coalition of members or a committee, the members of the coalition or of the committee must be made available to the GC to confirm individually before putting forward the proposal to the membership.
4. Once the validity of the proposal is confirmed, the Governing Committee shall put out a call to the general membership requesting volunteers to participate in a temporary committee to review the proposal. The call for volunteers will be open for no fewer than seven (7) and no more than fourteen (14) calendar days.
5. This committee will be responsible for reviewing the proposal, verifying the language, ensuring the change is not in violation of the unchanged Bylaws, and creating a formal proposal for the membership to vote on.
6. Once the proposal is completed, the proposal will be provided to the membership to review. The membership will have up to seven (7) calendar days to submit a list of pros and cons to the proposed Bylaw change.
7. The temporary committee will reconvene with this information and assess the veracity and validity of the claims and put together the final Bylaw Amendment language and submit with a concise list of pros and cons to the GC.
8. The GC will take the language, verify the pros and cons, boiling them down to a further management length, and present the Bylaw Amendment to the membership for approval.
9. The vote to approve the Bylaw Amendment will be conducted over a seven (7) calendar day period.
10. The final results will be announced to the membership within three (3) calendar days.

Spelling or punctuation changes may be made as the need arises without approval of the entire membership unless the change in punctuation would materially change the meaning of the passage in question. These will be outlined in the AMENDMENTS section of these Bylaws, no matter how minor a change.

ARTICLE VIII. OFCS AWARDS

The OFCS will present awards annually recognizing the best motion pictures of the year. The rules governing eligibility, categories, scheduling, and other information pertaining to the awards will be contained in a separate Awards Rules document.

The Awards Rules document will be reviewed annually by the Awards Rules Committee (ARC) on a schedule documented herein. The rules document may be approved by a non-mandatory, simple majority vote of the OFCS membership.

The ARC will review the prior year’s rules and determine how much of it needs to be updated, amended, or revised. They will present these rules to the GC who will forward a copy to the membership for review. After a seven (7) comment period, the ARC will put together the final document, highlighting all changes and specifying each separate change that requires an individual vote, and submit to the GC to conduct a membership vote.

(Current Awards Rules document)

ARTICLE IX. FINANCES

The Governing Committee shall maintain the finances of the OFCS through the official PayPal account. All expenditures and deposits must be documented individually and receipts must be provided. All expenditures must be approved by the GC with the exception of the following standing commitments.

• Domain Name registration for the ofcs.org domain
• Web hosting services

The GC shall present a budget annually to the membership reflecting expenditures and deposits of the prior year and expected expenditures of the subsequent year. This budget shall be presented to the membership within 60 days of the beginning of the new term of the GC.

ARTICLE X. TIMETABLE

Below is an outline of all required deadlines and events dates unless otherwise specified elsewhere in these Bylaws.

January 1 – Call for Volunteers for the Election Volunteer Committee (EVC)
January 15 – Deadline to Apply to Join the EVC
February 1 – EVC Call for Candidates
February 12 – Call for Additional Candidates
February 14 – Deadline to Apply for the GC
February 15 – GC Candidates Announced
February 21 – Deadline for GC Position Statements
February 22 – GC Position Statements Distributed to Membership
February 24 – EVC Will Call for Votes
February 27 – Deadline for GC Votes
February 28 – New GC Announced
March 1 – New GC Term Begins
March 5 – Call for Volunteers for the Talent Scout Committee (TSC)
March 8 – Call for Membership Dues
March 20 – TSC Formed and Begins Assigning Duties
March 31 – Deadline for Membership Dues
April 1 – TSC Begins Review of New Member Applications & Existing Member Audits
June 1 – Call for Volunteers for the Awards Rules Committee (ARC)
June 15 – ARC Formed and Begins Review of Awards Rules Document
June 30 – Deadline for New Member Applicants for Current Year
July 1 – Deadline for ARC to Present Revised Awards Rules to GC
July 8 – ARC Reconvenes to Discuss Comments Received
July 15 – ARC Submits Final Awards Rules Document to GC for Voting
July 16 – Membership Votes on Awards Rules Document Changes
July 23 – Deadline for Membership Vote on Awards Rules Document Changes
July 24 – Approved Awards Rules Document Announced
July 31 – TSC Completes Review of New Member Applications

ADOPTION OF BYLAWS

We, the undersigned, consent to, and hereby do, adopt the foregoing Bylaws, consisting of the preceding pages, as the Bylaws of this organization. These Bylaws replace all previous versions of the Bylaws.

ADOPTED AND APPROVED by the member of the Online Film Critics Society on this 9th day of May, 2019.

AMENDMENTS

† Amendments Approved by members following a vote taken September 22-26, 2020 and announced on September 29, 2020:

>> Article III. Membership, Section 4. Membership Requirements will be amended to add an eighth bullet point stating: “In the case of an extreme emergency that affects a large portion of the OFCS membership, the Governing Committee may decide to waive or adjust specific portions of bylaw Article III. Membership for a period of one year. This decision must be approved by a majority vote of the entire membership as outlined in Article VI. Voting and must be re-approved by this same method each year the emergency persists.”

>> Article III. Membership, Section 4. Membership Requirements will be amended to add an seventh bullet point stating: “Annual payment of membership dues as outlined under each membership level.”

>> Article III. Membership, Section 3. Membership and Dues Structures is modified to add a line to each membership level listing a dues amount for individuals who are married or in committed romantic relationships living within the same household. These amounts will be $15 for Associate members, $35 for Members in Good Standing, and $10 for Emeritus members.

>> Article IV: Governing Committee, Section 4. Resignation and Termination shall be amended to add the following paragraphs:
“A special election will only be required if the number of remaining Governing Committee members is less than the number specified under Section 2. Number, Tenure, Requirements, and Qualifications. The number of open positions shall equal the difference between this number and the number of remaining Governing Committee members. (e.g. if there are two (2) members on the GC, the number of open positions is one (1)).”
“A special election will only be required if the number of applicants exceeds the number of open positions.”