WHEREAS three vacancies were declared at 2017 annual meeting of NACDL’s Board of Directors; and
WHEREAS pursuant to NACDL’s bylaws, the vacancies will be announced publicly and applications sought for the Director position; and
WHEREAS one vacant term lasts until the 2018 annual meeting, and two vacant terms last until the 2019 annual meeting; and
WHEREAS the board anticipates that at least three qualified timely applications will be submitted; and
WHEREAS Article VI, Section 6(b) of NACDL’s bylaws provides that the elections rules and procedures for a special election be adopted by the Board preceding the election; therefore
BE IT RESOLVED that the following procedures shall govern the special election to be held at the 2017 fall board meeting:
- Before the board votes, each candidate will have the opportunity to speak briefly to the board about his or her qualifications. No negative inference may be drawn should a candidate not address the board;
- Voting will be by secret ballot;
- A candidate who receives a majority vote of the Board of Directors will have been elected, per Article VI, Section 6(b) of the NACDL bylaws;
- Officers, directors, and past presidents who are current voting members of NACDL shall be eligible to vote for the purposes of determining the majority vote, per Article III, Section 6(b) of NACDL’s bylaws;
- In any round of voting, eligible voters may vote for as many candidates as remain unfilled positions in the current election;
- In any round of voting, if the number of candidates who receive a majority vote of the present members of the Board of Directors equals the number of unfilled positions, those candidates will have been elected;
- In any round of balloting, if no candidate receives a majority vote of the present members of the Board of Directors, the candidate who receives the lowest number of votes will be eliminated and balloting will continue;
- Balloting will continue until as many candidates as there remain vacant positions in the current election have received a majority vote of the Board of Directors;
- The first candidate to receive a majority of votes cast in that round will have been elected to the vacant term lasting until the 2019 annual meeting, and the remaining candidates to receive a majority of votes cast in that round will fill the vacant terms expiring at the 2018 annual meeting;
- If two or more candidates are elected in the same round, and no previous round has resulted in an election, then the candidate receiving the most votes in that round will have been elected to the vacant term lasting until the 2019 annual meeting; and
- The board will resolve any ties for the most votes in that round with a drawing from a hat to determine who will serve the longer term.
Resolution of the Board of Directors
July 29, 2017
San Francisco
