SECTION I: DECISION BY THE BOARD
- Introduction of an item
- Any member of the Board may propose any item subject to the decision by the Board, with prior notification to and appropriate consultation with the Network President.
- The Network President may introduce any other items proposed by non-members of the Board (including appointed officers who do not hold a position on the Board).
- Organization of a vote
- A vote shall be organized accordingly, when any item subject to the decision by the Board is proposed.
- Executive Secretary shall serve as the Voting Manager to organize a vote and to oversee all ballots.
- In the event that the Executive Secretary has direct conflict of interests with the agenda item proposed, the Network President shall take over this responsibility.
- In the event that a conflict of interest still remains, the Board shall delegate this responsibility to a suitably capable the Board member which may require a vote as per this procedure.
- The Voting Manager shall select two additional Board members to assist as vote counters.
- Examination of quorum
- For a vote in person, including the election of the Network President, the Voting Manager shall examine existence/absence of quorum before the vote takes place.
- For an electronic vote, the Voting Manager shall examine existence/absence of quorum after receiving all votes cast.
- Voting Procedure
- Clause 4 shall apply for all required votes other than the election of Members at Large. Election of members at large is covered in Clause 5.
- In the event where only two outcomes are possible (e.g. approve/reject a change to by-laws or elections with a single candidate or only two candidates), decision shall be made by a majority vote.
- Board members shall cast a yes/no/abstain vote, and abstentions are not considered when determining majority.
- In the event of a tie, the Network President shall determine the outcome of the vote.
- In the event where more than two outcomes are possible (e.g. an election considering three or more candidates), voting shall take place by way of a compulsory preferential system as follows.
- Voting members MUST list their votes in order of preference. That is, all nominees on a ballot for each position must have a number allocated against them: 1 being the most preferred nominee, 2 the second preferred etc.
- The Voting Manager must declare elected the nominee who has received the largest number of first preference votes, if that number constitutes an absolute majority of votes.
- If no candidate has received an absolute majority of first preference votes, the nominee who has received the fewest first preference votes must be excluded and each of the ballot papers counted to that nominee must be counted to the continuing nominee next in order of the voter’s preference. That is, the nominee with the least votes will have their second preferences distributed to other nominee(s).
- The process of excluding the lowest voted nominee and redistributing their next highest preference to a remaining continuing nominee is continued until an absolute majority is achieved.
- The Voting Manager must declare elected any nominee who, on completion of the count under the clauses above, has received an absolute majority of votes.
- If two or more nominees have an equal number of votes at the time that it is necessary to exclude one of them, the nominee who had the lesser votes at the previous stage(s) of counting, where candidates had differing numbers of votes shall be excluded. If, using this method, the Voting Manager is unable to exclude a nominee, the nominee to be excluded is to be determined as follows:
- Preferential votes allocated to candidates who are yet to be excluded will be reallocated between the candidates facing exclusion.
- The candidate facing exclusion with the lowest number of votes after reallocation of preferences will be excluded.
- Preferences distributed to candidates facing exclusion in this step will be redistributed to their original recipients, and remaining votes held by the excluded candidate will then be distributed preferentially as per 2.a-2.c;
- If at this stage, nominees can still not be excluded by the Voting Manager, the Network President shall determine the candidate to exclude.
- The outcome of the vote, including disclosure of the vote tally, shall be announced before the closing of the Board meeting.
- In the event that a single nomination is made for an officer position or a single bid is submitted for any meeting or congress hosting rights, the board shall be given the opportunity to vote YES or NO. The nomination/application is successful if the majority of votes are cast as YES. In the event that the majority of votes are cast as NO, the nomination/application is not successful.
If the latter occurs or there are NO nominations/applications for a position or meeting/congress hosting rights, the board shall open the call for additional nominations/applications immediately and for at least one month or until an eligible nomination/application is received. If a candidate or bidding organisation was originally unsuccessful in their nomination/application and would like to nominate or bid again, they must re-submit their application before the new deadline set by the board.
If a nomination/application is not successful or no nominations/applications are received for an officership, the outgoing officer shall continue to execute the duties of the role, if they agree to do so, until a new candidate is elected. If the outgoing officer chooses not to continue in the position, the position shall be declared vacant and the Board shall determine the best course of action which may require a vote (to approve an interim officer from existing board members or officers for example).
In the event that the position of President is vacant, the current Vice President shall assume the role of President until a President is elected as per the process in this section.
- Election of Members at Large
- A voting ballot of all eligible members shall be generated by the Executive Secretary
- Eligible members of the board shall select up to 15 top/preferred candidates in no particular order (i.e. mark the preferred candidates with a cross or tick)
- The voting manager shall tally the votes for all candidates.
- The 15 candidates with the most number of votes (regardless of majority) will be elected unless;
- More than two (2) candidates representing the same country (as determined by location of employment) are elected by this method, then;
- The two (2) candidates representing this country will be elected and any additional candidates from this country will not be elected
- In this instance, the candidate with the next highest vote count will be elected
- This process may be repeated multiple times
- If a candidate receives no votes, they cannot be elected
- In the event of a tie between two (2) or more candidates, the Network President shall determine the outcome of the vote
- If there are less than 15 candidates for the position of Member at Large, the executive secretary shall generate a voting ballot that requires board members to vote YES or NO against each candidate.
- In this instance, a candidate will be elected only if they receive a majority of votes cast in their favor
SECTION II: PESENTATIONS TO THE BOARD
- Candidates for Officer positions may deliver a speech before the vote of no longer than 5 minutes in length. The Voting Manager will sound a single bell when the candidate has one-minute remaining. The Voting Manager will sound a continuous bell when time has expired at which point the candidate must stop. Officers will then answer up to 5 minutes of questions from the BoD members to be selected at random by the Voting Manager.
- Host nations bidding to host IYNC will present for up to 10 minutes. This time is inclusive of any audio-visual presentation. The Voting Manager will sound a continuous bell when time has expired at which point the presenter(s) must stop. Presenter(s) will then answer up to 10 minutes of questions from the BoD members to be selected at random by the Voting Manager. It is up to the bidding nation to decide how many people present the bid to the BoD.
- It is critical that the Voting Manager is clear with instructions for timing and firm in stopping presentations that run over time to ensure that meetings are run efficiently, and all nominating parties have the same time available in the interests of fairness.
SECTION III: ATTENDANCE AT AND ENGAGEMENT IN BOARD MEETINGS
- All voting members of the Board have a responsibility to attend BoD meetings in person and are encouraged to do so in all possible instances.
- If attendance is not possible in person, BoD members are encouraged to connect to the meeting via a webinar system, if made available by the meeting organiser(s). This will allow all voting members to be actively engaged in all meetings and vote via a digital voting platform if available.
- If attendance at a BoD meeting via a webinar system is not possible, voting members of the Board are encouraged to nominate an alternative representative who does NOT already hold a vote on the Board to attend the meeting in person on their behalf. This would require fulfilling the requirements of a proxy vote as per Section VIII.
- If a nominating an alternative representative NOT already holding a vote on the Board is not possible, BoD members may request a proxy vote as per Section VIII. However, the maximum number of votes that any single BoD member can hold for any single decision is three (3), including their own.
SECTION IV: Suspension and Expulsion of Board Membership
All Elected/Appointed Officers and members of the Board are required to respond to all relevant votes of the Board and to carry out the duties and responsibilities outlined in their position description where applicable
Any elected officer or member of the Board who, in the opinion of the Board has:
- Acted in dereliction of their duties; or
- Been absent from a Board Meeting without apology three or more times in a row; or
- Has failed to tender a vote, without apology, when required of their position for more than three consecutive votes
May be expelled from their position by a motion to declare the position vacant, provided that the effected officer or Board member shall have a right to be heard by all board members.
Upon failing to tender 2 consecutive votes, the Executive Secretary will inform, if possible, relevant parties within the board members appropriate National Networks and/or the relevant Continental Representative who may remind or encourage the board member to consider their obligation to vote in future decisions of the board.
The effected officer or Board member may submit supporting information in their defence to the Board at any point prior to the vote to declare the position vacant. This should be managed via the IYNC Secretary for distribution to the Board.
A motion to declare any position vacant shall be put to the Board for consideration if any Board member presents evidence of support by 10 or more voting members of the board for the motion to be put to the Board. This enables any voting member of the Board to enact this clause, not just the elected officers.
At least 30 days’ written notice of any proposed motion to declare a position vacant shall be given to all voting members of the Board.
A successful motion to declare the position vacant shall require a private ballot and the assent of a two-thirds majority of Board present at the meeting in person (if the vote is held at a meeting), by proxy or via online voting (if the vote is held online, outside of a meeting) as per Section VIII
In the event that a position on the Board is deemed vacant:
If the position is that of an Elected Officer, the position will be advertised as vacant and filled under the election procedure as per Section VIII as soon as practical.
If the position is that of an Appointed Officer, the position will be advertised as vacant and filled under the selection process as per Section VIII as soon as practical.
If the position is that of a Member at Large, the position will remain vacant until the next congress is held when new Members at Large are elected.
If the position is that of a National Representative, the Executive Secretary or Network President will, if possible, inform relevant parties within the national network affected and the position will remain vacant for at least one month. Following one month, the position may be filled by the relevant national network as per their nomination procedures. If the relevant national network fails to propose an alternative board member, the position will remain vacant until the network does so or an individual self-nominates to the position as per Section VIII.