By SEMA News Editors
SEMA has announced an amendment to its bylaws that will enhance the composition of its Board of Directors by eliminating the industry sector designation for each seat. Finalized at the association's July 2025 Board of Directors meeting, this change reflects a strategic shift towards an expertise and experience-driven governance model designed to better serve the evolving needs of the automotive aftermarket industry.
Previously, the board was comprised of representatives from four distinct sectors of the industry: manufacturing, distributor/retailer, manufacturer's representative/organizations and services. Under the newly amended bylaws, board members will be selected based on their relevant industry and association knowledge and leadership experience, without the limitation of the specific sector affiliation. This change is designed to enhance the board's overall strength and flexibility by widening the pool of potential candidates and allowing the nominating committee to focus on identifying the most capable and qualified individuals.
"This evolution in our governance structure is a reflection of the dynamic nature of our industry," said SEMA Board of Directors Chair Melanie White. "By focusing on expertise and leadership rather than sector representation, we're positioning the association to better serve our members and adapt to future challenges."
This evolution also expands opportunities for all SEMA members to participate in board service, removing previous structural limitations and enabling broader engagement across the membership. The nominating committee will continue to play a key role by offering guidance on board composition, including member categories and industry areas that may benefit from representation.
"This change empowers us to build a Board that truly reflects the diversity and depth of our industry," said SEMA CEO Mike Spagnola. "It's a forward-thinking move that will help us remain relevant, responsive, and resilient while opening the door for more members to contribute their expertise at the highest level."
Additionally, the board has the authority to add up to two additional seats at any time in the future, allowing for greater flexibility in responding to emerging industry needs and opportunities.
The updated bylaws take effect immediately and will guide future nominations and appointments.
See the full text of the amended bylaws below:
Article VII:
Board of Directors
Section 2: Composition: The Board of Directors of SEMA shall consist of the representatives of ten (10) General Business Members. Officers of the Corporation, except the Treasurer, shall also be voting Members of the Board. In addition, the Board shall have at its discretion the ability to add two (2) additional Board seats at any point in time in the future. From time to time, the Board of Directors may appoint non-voting advisory positions to industry Members or to other subject matter experts.
Article IX:
Nominations and Election Procedure
Section 3: Nominating Procedures: The Nominating Committee shall operate under such procedures as are adopted from time to time by the Board of Directors in developing a slate of candidates. Notwithstanding the foregoing, the Nominating Committee shall operate autonomously with staff involvement limited to when staff is specifically requested to contribute. The Nominating Committee shall submit its slate of candidates to the Executive Committee. If the Nominating Committee and the Executive Committee agree on the slate to be presented to the Board, the slate shall be presented to the Board. If the Nominating Committee and the Executive Committee cannot concur in the slate of candidates, the slate of candidates of both committees shall be submitted to the Board. The Board of Directors may accept or change the slate or slates to arrive at the final slate of nominees.
The Nominating Committee shall recommend a minimum of one and one-half (1½) the number of open seats for each Officer and Director position, rounded to the next highest integer where such number is a fraction. The Committee may also recommend alternate candidates. Alternatives may be listed on the ballot at the discretion of the Board of Directors.
The Nominating Committee shall recommend the slate of candidates for the Chair-Elect of the Board in accordance with the provisions of Article IX Section 3.
Section 4: Additional Nominations: Additional nominations for the Board of Directors shall be included on the final slate of nominees when proposed by not less than two percent (2%) of General Business Members in good standing. Such nominations must be presented in writing, to the Immediate Past Chair/Secretary of SEMA on or before thirty (30) days prior to the annual election. Additional nominations so presented shall bear the signatures of the nominators and shall be designated as "other nominations." The names shall be placed on the ballot and identified as "Other Nominations."
Section 5: Election Procedures: The Board of Directors shall prepare, or direct a third party to prepare, the official ballot listing thereon the names of the nominees for the Board of Directors open seats and for the office of Chair-Elect of the Board. The election of the Directors and the Chair-Elect of the Board shall be by ballot of all General Business Members. Provision shall be made for Members to write in candidates of their choice on the ballot. The Board shall, or direct a third party to, distribute the official ballot to the General Business Members in good standing.
On the day following the closing date for the acceptance of ballots, the ballots shall be tabulated by an independent company selected to conduct the electronic voting. The Chair, Chair-Elect and Immediate Past Chair/Secretary will each be notified by e-mail of the election results on the same day the votes are tabulated and they will then conduct a teleconference to confirm the election results. The candidates receiving the most votes for Director shall be elected Directors, and the candidate receiving the most votes for Chair-Elect of the Board shall be elected Chair-Elect of the Board. In the event of a tie in the election of a Director, or for the Chair-Elect of the Board, the current Board of Directors then sitting shall elect the Director or Chair-Elect by majority vote of those Directors present and voting in such election whether such election is conducted by email, mail, virtually or in person. No incumbent Director who shall be a candidate in a tie in an election of a Director shall vote in the election by the Board of Directors of a Director. In the event a candidate who shall be elected as a Director shall not take office, or in the event a Director shall resign or leave their office, the candidate who shall have received the most votes in the most recent election but who did not receive sufficient votes to have been elected and is eligible for election to the Board of Directors shall be elected as a Director or Chair-Elect. The Chairperson shall notify the entirety of the Board and all candidates of the results of the election.
