Election Rules: Difference between revisions

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{{notice|These election rules were adopted at a Board meeting on [[Wikimedia UK v2.0/Board meetings/2009-01-19|19 January 2009]]. Text in ''italics'', the introduction and the references are for explanation only and are not part of the rules.}}
{{notice|These election rules were adopted at a Board meeting on [[Wikimedia UK v2.0/Board meetings/2009-01-19|19 January 2009]]. They were [[Meetings/2009_AGM/Minutes#Resolutions|entrenched at the 2009 AGM]], which means they cannot be revised without the agreement of the membership. Text in ''italics'', the introduction and the references are for explanation only and are not part of the rules.}}
{{Constitution}}
{{Constitution}}


Revision as of 23:47, 29 April 2009

Comment These election rules were adopted at a Board meeting on 19 January 2009. They were entrenched at the 2009 AGM, which means they cannot be revised without the agreement of the membership. Text in italics, the introduction and the references are for explanation only and are not part of the rules.

These Election Rules have been adopted under Article 28 of the chapter's constitution; in the event of any contradiction between these Rules and the Articles of Association, the provisions of the Articles will apply.

The relevant clauses in the Articles of Association include:

14.1 A Director must be a natural person aged 16 years or older except that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.
14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.
16.1 Providing that one or more valid nominations for Directors are received, all Directors shall retire from office at each Annual General Meeting
17.2 No person may be appointed a Director at any general meeting unless (a) he or she is retiring as a Director; or (b) not less than fourteen nor more than thirty-five clear days before the date of the meeting, the charity is given notice
17.4 Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to fill the vacancy.

Teller(s)

The Board shall appoint one or more tellers who will count the votes in accordance with these rules. Candidates for election shall not be eligible to serve as tellers. Where there is any uncertainty arising from the application of these rules, the teller(s) will decide the most appropriate course of action and their decision shall be final and binding on all parties.

Number of Directors

When the Articles were being drafted, the Board agreed they would put an Ordinary Resolution to the first AGM establishing a maximum number. The interim Board has five directors on the grounds that "A smaller Board is beneficial in the early stages as it helps with certain approvals especially Bank Account opening." A review of other chapters shows they have: Germany: Seven; Austria: Eight; France: Nine, and Australia: Seven.

The maximum number of directors shall be seven.

Voting system

The interim Board was elected using the "" system. When the Board was discussing these Articles[1] the general feeling was that approval voting should be used again, but this would be left to the Election Rules to specify.

Members of the board shall be elected using the approval voting system.

Under the approval voting system, the candidates who receive the greatest number of positive votes are elected. For the interim Board, a proviso was added that candidates would only be elected if they received a majority of votes. This means that if fewer than the maximum number of directors got 50% approval, only those that did get more would be elected. We have decided to adopt this criteria again.
However, when discussing the articles, it was agreed that there should be an exception to this so that top candidate who receives the most votes will always be elected - even if they don't get more than 50%. The purpose of this proviso is to prevent a situation occurring where all the directors resign at the AGM and no-one is elected in their place, leaving the organisation in legal limbo. When discussing this again, it was felt that we should ensure that a workable Board is always in place.

The three candidates with the highest number of votes shall always be elected. Further candidates, up to the maximum, are only elected if they have more than 50% approval.

Request for candidates

Under Article 6.1, notice of the AGM has to be sent out at least 21 days before the AGM.

An invitation for candidates for election to the Board shall be sent out with the notice of the AGM. This invitation shall include:

  • details of the duties and obligations of a director-trustee
  • details of the statutory restrictions on who can serve as a director-trustee
  • a nominating form for candidates to return to the Teller(s) setting out the required information,[2] with space for a candidate statement
  • the deadline for returning the form to the Teller(s), which will not be less than 14 days and no more than 35 days before the AGM,[3] and at least three clear days after notice has been given

The Teller(s) will collect the nomination forms and determine which candidates are validly nominated.

Balloting

No less than seven[4] clear days before the AGM the teller(s) shall send a notice to each person who is entitled to a receive notice of the general meeting. The notice shall contain:

  • a ballot paper containing a list of candidate names and information regarding their candidacy or a link to such information. If the candidate is under 18 that fact will be noted.
  • an instruction that the member should vote by putting "Yes" or "No" next to each candidate
  • details of how to return the ballot and how to vote by proxy if they wish
  • the deadline for returning the ballot
  • a statement that a Resolution will be put to the AGM to appoint as directors the candidates elected by this election

Ballot papers shall also be made available to members entitled to vote who attend the AGM in person.

Counting

The teller(s) shall collect all the ballot papers and count them at the AGM.

If a candidate has given notice to a Teller prior to the start of the count that they wish to withdraw, any votes cast for that candidate shall be ignored.

Stage 1

The teller(s) shall rank the candidates in order of the number of "Yes" votes obtained. No distinction will be made between votes putting "No" next to a candidate and voters leaving a name blank.

Stage 2

The first three seats shall be filled with the candidates that receive the highest number of votes. As an exception to this, if two or more of these candidates are under 18, only the top placed candidate under 18 shall fill a seat and the other two seats shall be filled by the two top placed candidates who are over 18.

Stage 3

The next seat shall be filled with the candidate that, excluding those already filling a seat, receives the highest number of votes and who has also obtained a majority of "Yes" votes. As an exception to this, if that candidate is under 18 and a majority of the seats have, at this stage, been filled by candidates under 18, they will not fill that seat but it will pass to the next placed candidate who has also obtained a majority of "Yes" votes that is over 18.

Stage 3 shall be repeated until all the seats have been filled. If there are insufficient candidates who receive a majority of "Yes" votes, the unfilled seats shall remain unfilled.

Restriction on the powers of the Board

This clause forces the Board to hold a new vote within two months if the top three candidates do not receive more than 50% of the vote. To be effective, this rule must be entrenched with a Special Resolution passed by the AGM under Article 15; otherwise the new Board could simply re-write the rule. Note that the three-member Board retain their full powers during these two months.

If any of the candidates elected in Stage 2 do not obtain a majority of "Yes" votes, the powers of the Board shall be restricted such that the Board must call an extraordinary general meeting within two months of the election. The provisions of Article 16 (Retirement of Directors) and these Election Rules shall apply as if the general meeting were an Annual General Meeting.

Resolution to appoint

Immediately prior to the announcement, an Ordinary Resolution shall be put to the meeting formally appointing as directors those candidates that the teller(s) announce have been duly elected.

Announcement

The teller(s) shall announce the results of the election at the AGM immediately after the Ordinary Resolution formally appointing the directors. The announcement shall include the names of the candidates, the number of "Yes" votes received, the total number of ballots received and the candidates elected under these rules.

References

  1. ↑ See http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/Board_meetings/2008-10-13/IRC&action=edit&section=1 ~22:20
  2. ↑ See Article 17.2(b)(iii)
  3. ↑ See Article 17.2(b)
  4. ↑ See Article 17.3
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