AmCham Rules & Nominating Committee Guidelines
I. Use of AmCham LogoGeneral Guidelines
Any use of the AmCham logo by AmCham members and third-parties should be related to the general goals and objectives of the AmCham and should in no manner impinge upon the reputation and good name of AmCham. Any questions or concerns about the use of the AmCham logo should be directed to the Board via Executive Director of AmCham.
The following is a non-exhaustive list of guidelines on permitted usage of the AmCham logo:
Use by members in good standing. Members in good standing may make use of the logo in reference to mention of fact of their membership in AmCham. Any such mention, however, may not be worded so as to suggest an endorsement by AmCham. In connection with this, the AmCham logo should not be used on business cards, stationery or letterhead, or products or packaging. As a reference to membership, it may be used on a member’s web site and firm informational brochure.
Use for sponsored events. Entities that are organizing an event that AmCham is sponsoring/co-sponsoring may use the AmCham logo to reference AmCham’s co-sponsorship of the specific event. They may not, without the express, prior written permission of AmCham, make any use of the AmCham logo that would assert or imply an association or other continuing relationship with AmCham or endorsement of activities other than the sponsored event.
AmCham may choose to augment its logo for special occasions like anniversary years. Any person wishing to use the AmCham logo is responsible for ensuring that he/she is using the current form of the logo. The logo must be used in full and not be in any way distorted (for example, scaling of the logo must be performed equally over the entire logo).
AmCham business cards
AmCham issues business cards to members of staff that represent the organization to third parties and also to the Executive Members of the Board of Directors. Any regular Member of the Board of Directors or Committee Head may receive business cards if so required. These cards should be used in the context of representing the general aims of the chamber, but in no case for commercial or business aims or other form of misrepresentation.
II. Board Replacement Guidelines
In such situations when a Board position is left vacant and it is more than five (5) months before the next elections, the Board may appoint a replacement. The person selected should have a number of the following attributes:
- Have served AmCham in the past (as Advisory Council member, sponsor or Committee Head)
- Have the time to commit
- Come from a prominent U.S. company that is a member
- Be from an industry different than already represented on the Board
- Have good connections with the government
- Have an outgoing and creative personality
- Such an appointed Board member should finish out the Board term and be subject to election by the general membership in the next election year.
III. Board Elections
In order to ensure proper transparency and equal access to serving on the Board by all qualified members, we recommend these guidelines:
- The Board shall nominate 3 individuals in good public standing in the AmCham community to serve as the Election Commission. These individuals shall preside over the nomination and election process with the assistance of the office staff.
- Office staff will announce the opening of nominations (4) weeks in advance to all AmCham members in good standing.
- A potential candidate must receive a minimum of two (2) nominations from AmCham members to qualify to be placed on the ballot.
- The six (6) potential candidates receiving the most nominations from AmCham members will be put on the ballot ( in the event that not all incumbent Board members are running for re-election more non-incumbent candidates may be put on the ballot, but in no event will there be more than 18 candidates).
- All candidates on the ballot will have equal access to the general AmCham database and are given the opportunity to write a 300-word ‘campaign speech’, which the office staff will distribute with ballots.
- Eligible candidates are only those individuals who officially represent their companies within the chamber, usually the CEO.
- The ballot will feature a maximum of 18 names for 12 positions. It will include all incumbents wishing to run and at least six (6) new candidates, provided that such number of candidates receive the requisite number of nominations.
- All candidates on the ballot will be listed in alphabetical order by name. The ballot will also specify each candidate’s position and company.
- The ballots should be code numbered and strictly accounted for.
- The ballot will not contain more than one representative from a member company.
- The AmCham office staff announces the opening of the voting process by emailing electronic ballots and candidates’ ‘campaign speeches’.
- Each member may submit its ballot early by email, fax or hand delivery until noon on the day of the AGM.
- Such early ballots must have a signature and company identification (via email) or stamp and signature (via fax or hand-delivered). The office staff shall make every effort to ensure that such identification is acquired.
- Ballots will be number coded and the office staff will use their best efforts to strictly control distribution. Ballots of companies that vote early will be pulled from those prepared to be distributed to authorized representatives at the AGM.
- At the AGM, for members that have not voted early, ballots are distributed separately from the registration desk.
IV. Board Elections Campaigning Guidelines
As the AmCham Board of Directors is a collegial body consisting of leading members of the American business community in Poland, the spirit of campaigning for election/re-election to the AmCham Board of Directors should reflect this fact.
The following is intended as a non-exhaustive list of guidelines on campaigning. In all cases, candidates should follow the highest standards of business ethics. Any questions or concerns about the appropriate campaigning should be directed to the Board via Executive Director of AmCham.
- Make use of the general AmCham membership database, which consists of central office contact information for member companies and primary business contact information for individual members, for contact with members by e-mail or post. Please contact the Executive Director to receive the current version;
- May otherwise solicit votes from AmCham members in a non-offensive, collegial manner of their choosing;
- Indicate, in a constructive manner, policies or positions that they would like the AmCham to continue, adopt, cease or change.
Candidates should refrain from:
- Asserting or implying endorsements from other current or past members of the AmCham Board of Directors;
- Running negative campaigns.
Candidates may not:
- Make use of the AmCham letterhead or the AmCham logo while campaigning;
- Assert or imply endorsement by the Executive Director, AmCham staff, or US Embassy and personnel.
V. Board Organization Guidelines
Selection of executive officers
Considering that the AmCham Board is elected every two years and the importance of the selection of executive officers of the Board, these following guidelines are intended to facilitate the proper organization of the appointment procedure and allow sufficient time and circumstances for all Board members to consider their options.
The selection of executive officers of the Board should be deferred until the first regularly scheduled meeting of the Board of Directors following a general election. The prior Chair of the Board, and in his/her absence, the prior Vice-Chairs or longest standing Board member, preside over the organization until the next scheduled meeting.
The voting process should be organized by simple paper ballot and simple majority vote with the Executive Director presiding over the count.
Officers should be voted in from the position of highest seniority: Chair, two Vice-Chairs, Treasurer and Secretary.
All positions are open to all Board members; however, as per the AmCham Constitution, the position of Chair must be held by a US citizen.
The membership of AmCham and the elected Board members have the right to expect that a person duly represented to the Board will invest sufficient time to the Board as to be an effective and involved participant.
The R & N Committee should ask consent of the Board to adopt a policy that the R&N Committee would recommend to a member that that member should resign their position if they are not fulfilling duties and meeting requirements of the Board for a significant period of time. A basic guideline would be a lack of participation in three (3) consecutive and fifty percent (50%) of the meetings of the Board in a given year. In such case, a discussion with the Chair and a recommendation from the R&N Committee would be required.
Common sense would also dictate that if a Board member was not able to attend Board meetings, but was active in attending other meetings and duties, then this would be taken into account.
VII. Organization of Board Committees
Outside of regular Board meetings, part of the work of the Board is divided into specific committees:
- Membership – to discuss and approve new members applications and difficult issue,
- Finance & Audit – to review AmCham monthly financial reports, the annual audit and to oversee specific financial issues,
- Rules & Nominating – to make recommendations to the Board regarding guidelines and best practices that should be adopted.
The Committees of the Board should decide and declare that they will have a certain number of meetings per year. These may be done as side meetings to other gatherings or as conference calls, as long as they occur and report back to the board. The Finance & Audit Committee in particular should meet at least once a quarter and should present quarterly financial reports at the general Board meetings.
VIII. Lobbying Guidelines
In order to ensure the egalitarian nature and good reputation of the organization while carrying out our lobbying mission, AmCham follows these guidelines:
- Every member company has the right to raise an issue to lobby. However, AmCham does not lobby on behalf of an individual company, but rather may take up issues that are of concern to at least three (3) members or at the Board’s discretion.
- AmCham takes positions that will benefit membership in general or the business community as a whole, but avoids taking a position that would be detrimental to any member company. On issues where controversy and conflict may arise between member companies, AmCham remains silent.
- AmCham positions are generated out of committees or at the Board level. All positions are reviewed by the Executive Director and usually at least one Board member. More delicate issues are discussed by the entire Board, the Executive, or the Board Government Relations Committee.
- AmCham positions are signed by the Chairman or the Executive Director.
- AmCham may engage in coalitions with other business organizations when the opportunity or need arises.