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Terms used:

Director

An individual elected or appointed to serve on the Board pursuant to the Bylaw.

Procedure for Election

The procedure described below ensures that all persons elected to any position are elected by a majority of votes cast.

  1. The assembly will vote for the number of nominees required to fill the number of vacancies available for a given position. Each voter must cast only one vote for each of the vacancies available and may only vote once for each nominee.
  2. Except as provided for in paragraphs 1.5 and 1.6 below, on any ballot any nominee receiving a majority of the votes cast shall be declared elected and the next ballot will be conducted among those remaining nominees who did not receive a majority of votes cast on the previous ballot. (Example 1)
  3. On the next ballot the assembly will vote only for the number of nominees required to fill the remaining number of vacancies available for that position. For example, if there are only two vacancies for the position of director remaining each voter must cast only one vote for each of two different nominees.
  4. If as a result of any ballot there is no majority of votes cast for any of the nominees, the nominee with the lowest number of votes shall be dropped and another ballot will be taken among the remaining nominees. 
  5. If as a result of any ballot the number of nominees receiving a majority of votes cast is greater than the number of vacancies available for that position, only those nominees receiving the largest majority of votes cast shall be declared elected, so that the number of nominees declared elected for any position will not exceed the number of vacancies available for that position. (Example 2)
  6. If on any ballot for that position, two (or more) nominees, both (or all) receive an equal majority of the votes cast such that if both (or all) of those nominees were declared elected in addition to nominees otherwise declared elected the number of nominees declared elected for that position would exceed the number of vacancies available for that position, a tie-breaking ballot will be conducted between (or among) the tied nominees only and in accordance with the above process. The tie-breaking ballot will also include any nominee who received a majority of the votes cast but fewer votes than were received by the tied nominees on that ballot. (Example 3 and 4)
  7. The above process will continue until all vacancies for that position have been filled.

Example 1

Number of nominees receiving a majority of votes cast being less than the number of vacancies to be filled

Assumptions:

  1. 4 vacancies available to be filled.
  2. 8 nominees.
  3. 1,000 voters (each proxy also counting as a voter).
  4. Each voter to cast only 1 vote for each of 4 different nominees.
  5. Total votes cast is 4,000.
  6. Maximum possible votes which any nominee can receive is 1,000.
  7. For any nominee to be declared elected, a majority is required.
  8. A majority is 501 votes.

Results of Ballot:

Nominees Votes Received
A 820
B 790
C 480
D 470
E 450
F 360
G 340
H 290

Total Votes Cast 4,000

Consequences of Ballot:

  1. Nominees A and B are declared elected, each having received a majority of the votes cast.
  2. The next ballot will be conducted among the remaining six nominees namely C, D, E, F, G, and H, with each voter casting only one vote for each of two different nominees.

** Bold indicates nominees declared elected.

Example 2 

Number of nominees receiving a majority of votes cast being greater than the number of vacancies to be filled

Assumptions:

  1. 4 vacancies available to be filled.
  2. 8 nominees.
  3. 1,000 voters (each proxy also counting as a voter).
  4. Each voter to cast only 1 vote for each of 4 different nominees.
  5. Total votes cast is 4,000.
  6. Maximum possible votes which any nominee can receive is 1,000.
  7. For any nominee to be declared elected, a majority is required.
  8. A majority is 501 votes.

Results of Ballot:

Nominees Votes Received
A 810
B 740
C 680
D 590
=>E 520<=
F 450
G 150
H 60

Total Votes Cast 4,000

Consequences of Ballot:

  1. Nominees A, B, C and D are declared elected, each having received a majority of the votes cast.
  2. Nominee E is not declared elected. Although nominee E has received a majority of the votes cast, that majority is a smaller majority than the majorities received by each of nominees A, B, C and D. There were only four vacancies available to be filled. If nominee E were declared elected the number of nominees declared elected would exceed the number of vacancies available to be filled.

**Bold indicates nominees declared elected.
=> <= Arrows indicate focus of example.

Example 3

Number of nominees receiving a majority of votes cast being greater than the number of vacancies to be filled, with tied majority for last vacancy to be filled

Assumptions:

  1. 4 vacancies available to be filled.
  2. 8 nominees.
  3. 1,000 voters (each proxy also counting as a voter).
  4. Each voter to cast only 1 vote for each of 4 different nominees.
  5. Total votes cast is 4,000.
  6. Maximum possible votes which any nominee can receive is 1,000.
  7. For any nominee to be declared elected, a majority is required.
  8. A majority is 501 votes.

Results of Ballot:

Nominees Votes Received
A 650
B 640
C 630
D 620<=
E 620<=
F 440
G 220
H 180

Total Votes Cast 4,000

Consequences of Ballot:

  1. Nominees A, B, and C are declared elected, each having received a majority of the votes cast. Neither of nominees D or E are declared elected. Although nominees D and E have each received a majority of the votes cast there were only four vacancies available to be filled and if nominees D and E were both declared elected the number of nominees declared elected would exceed the number of vacancies available to be filled.
  2. A tie-breaking ballot will be conducted between the tied nominees only, namely nominees D and E, with each voter casting one vote for only one of those two nominees.

**Bold indicates nominees declared elected.
=> <= Arrows indicate focus of example.

Example 4

Number of nominees receiving a majority of votes cast being greater than the number of vacancies to be filled, with tied majority for last vacancy to be filled and with further nominee also receiving a majority of votes cast

Assumptions:

  1. 4 vacancies available to be filled.
  2. 8 nominees.
  3. 1,000 voters (each proxy also counting as a voter).
  4. Each voter to cast only 1 vote for each of 4 different nominees.
  5. Total votes cast is 4,000.
  6. Maximum possible votes which any nominee can receive is 1,000.
  7. For any nominee to be declared elected, a majority is required.
  8. A majority is 501 votes.

Results of Ballot:

Nominees Votes received
A 720
B 710
C 610
=>D 560<=
=>E 560<=
=>F 510<=
G 270
H 60

Total Votes Cast 4,000

Consequences of Ballot:

  1. Nominees A, B, and C are declared elected, each having received a majority of the votes cast. Neither of nominees D or E are declared elected. Although nominees D and E have each received a majority of the votes cast there were only four vacancies available to be filled and if they were both declared elected the number of nominees declared elected would exceed the number of vacancies available to be filled.
  2. A tie-breaking ballot will be conducted among three nominees only, namely the two tied nominees D and E as well as nominee F, since nominee F also received a majority of the votes cast.


**Bold indicates nominees declared elected.
=> <= Arrows indicate focus of example.