Procedure for Conducting Election of Officers of the Board

As modified by Board Resolution 2016-31 on 14 June 2016

The ISOC By-Laws discusses Officers, their terms and, in general terms, the election process for Officers in Article VI.

This procedure provides additional rules and guidelines for the Board of Trustees regarding the election of Officers of the Society when elections are required by the By-Laws.

The Board elects from its membership a Chair, and also elects the other Officer positions of President, Secretary and Treasurer, positions that are not limited to being filled by a Trustee.

1. Term of Officers

The terms of officers is defined in the By-Laws.

Election of officers shall be conducted as the first order of business of the Annual General Meeting, in accordance with this procedure.

2. Protocol of the Meeting to Conduct Election of Officers

The President shall preside over the initial part of the meeting to elect Officers of the Board. Immediately following the election of Chair of the Board, the elected Chair of the Board shall assume office and preside over the remainder of the meeting. The remaining statutory officer positions are then elected.

All voting Trustees in office who are present at the meeting may vote in officer elections. Trustees who participate remotely via electronic means such that they can contemporaneously hear all other Trustees at the meeting, and be heard by all other Trustees at the meeting, shall be deemed to be present at the meeting. Pre-voting and voting by proxy are not permitted for election of officers.

3. Statutory Officers to be Elected

The following statutory positions shall be elected, in the following order:

• Chair
• President
• Secretary
• Treasurer

4. Nominations

Nominations, including self-nominations, must be submitted to the Board by a Trustee in office or who will take office at the start of the meeting of the board in which this election process is to be used, in writing or by electronic mail, or orally at the meeting.

Nominations for a position are accepted until the start of voting for that position. A nomination will only be valid if the candidate declares orally at the meeting, or in writing or by electronic mail prior to the meeting, that the candidate is willing to take office if elected.

A candidate who fails to be elected for a position may be nominated for a subsequent position.

5. Voting

Any candidate may make a statement to the Board regarding their candidature. The presentation of such a statement shall take no longer than five minutes. The order of candidates’ statements shall be determined by the Officer presiding over the election using a random selection process.

To be elected, a candidate must receive votes marked with his or her name from a majority of the trustees then in office.”. Ballots should be cast marked with the name of an announced candidate or with the word “abstain.” A candidate can withdraw at any time from subsequent votes.

In the case there are more than two candidates running and none receive a majority of affirmative votes in a vote, the vote is rerun with only the candidates receiving the two highest vote counts eligible. (This may result in more than two candidates being eligible.) The vote is retaken in the case of a tie for first place. The presiding officer uses a coin toss to choose which candidate is to remain eligible if the tie persists after the fifth vote or upon the request of the majority of the trustees voting. A new call for candidates is made and the voting process restarts in the case where there is a single candidate but that candidate does not receive enough affirmative votes.

Voting will be by secret ballot. Two people, who must not be Trustees, selected by the Officer presiding over a vote will act as tellers.

Trustees who participate remotely in a manner such that they can hear the proceedings of the meeting and be clearly heard by all other attendees, shall vote by privately conveying their vote to an election teller.

6. Record of the Meeting

The minutes shall record the candidates nominated for each position and the elected candidate.

A candidate may request that the statement made to the Board in respect of their candidature be recorded in the minutes of the meeting.

7. Removal from Office

The process for the removal of Officers is defined in the By-Laws.

8. Casual Vacancies

If an office is vacated, the position may be filled during a regular meeting of the Board of Trustees, using these election procedures.