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Guidelines for Nomination Process

The Board Nomination Process for Board Members


Written by Jeremy Barlow
Robert’s Rules, also known as parliamentary procedure, outlines the various ways that nominees may be
presented to the board. Board members are typically nominated by a nominating committee, but they
can also be nominated by ballot, or from the floor. Nominations may also be taken by mail or by
petition, though these methods are less common. Voting is accomplished through written ballots, voice
voting, or a roll call vote. The actual process for how nominations and voting are conducted will be
outlined in the organization’s bylaws.

Kinds of Nominations
NOMINATING COMMITTEES
An organization’s bylaws will state which committee has responsibility for nominating board members.
This may be the governance committee, a board development committee, or both of them combined.
The bylaws may also state that a separate nominating committee be formed and outline how the
committee is formed.

Prior to seeking nominations, the board secretary should give the committee a membership list, a copy
of the bylaws, a description of board member duties, and requirements.

The first step for the nominating committee is to evaluate current board members to assess whether
they are performing satisfactorily and should be considered for re-election. Evaluations may be
performed by a subset of the nominating committee or an independent third party to ensure fairness.

The second step for the nominating committee is to receive recommendations for new board members
from management or current board members. The nominating committee should review the resumes of
potential candidates, assessing their skills and experience to determine if they meet qualifications for
the position. In reviewing candidate profiles, the committee should also consider criteria that includes:

Proven leadership
Previous board experience
Knowledge and experience
Diversity-including age, gender, ethnicity, race, disabilities, geography
Experience with large and complex organizations
Current or prior CEO, COO, or CFO level experience
Skillset-including finance, legal, auditing, government affairs, public relations, community experience,
and knowledge of the organizations
The third step for the nominating committee is to give a list of candidates to the full committee for
discussion and review.

The committee then makes contact with each candidate to make an assessment for a high level of
personal and professional integrity, as well as to assess their level of commitment to the organization,
and availability. This is often done by assigning one member of the nominating committee to one
candidate, who will bring a candidate summary with recommendations back to the full committee.
Additional interviews by the nominating committee and the CEO may be necessary to ensure due
diligence. Additional interviews may be conducted with the assistance of a third party.

The committee forms a final slate of recommended candidates to the full board for formal approval.
Nominees should not be present at this meeting to allow for open discussion by the board.

NOMINATIONS FROM THE FLOOR


An organization’s bylaws may allow nominations from the floor, which are also known as open
nominations. Open nominations occur during a meeting.

During open nominations the chair asks for nominations from the floor. Members may nominate a
candidate for one or more positions. As a courtesy to other board members, board members should not
offer up more than one candidate for a position until other members have had a chance to nominate a
candidate of their choosing. Candidates from the floor may nominate themselves. A person may serve
more than one position or office if the bylaws allow it. A nominee may decline a nomination from the
floor.

Nominations should be taken in successive order as outlined in the bylaws. Nominees may remain in the
meeting during floor nominations, voting, and counting. Care should be taken that floor nominees meet
the requirements stated in the bylaws. To prevent the problem of a nominee being elected who is not
eligible, it’s a good practice to present members with an eligibility list prior to taking floor nominations.

NOMINATIONS BY BALLOT, MAIL, OR PETITION


Nominations may be taken by written ballot, either at an independent location or by mail, similar to the
election process. This method gives the board an idea of the board’s preferences without taking an
actual vote.

Nominations by petition are less common. When stated in the bylaws, nominees can petition for a
board position by getting a designated number of signatures on a petition.

Motions Related to Nominations


The chair opens the floor for nominations. Robert’s Rules states that a member should not interrupt a
speaker who has the floor or a member who is making a nomination. Nominations must be seconded,
unless the bylaws indicate otherwise. Members may debate the nomination openly. Nominations
require a majority vote to pass.

Nominations are closed after all nominations are taken, not after each nomination. The chair will ask for
a close of nominations when it’s clear that all members have had an opportunity to nominate their
candidates. Closing nominations requires a 2/3 vote.

Voting Process
Members may vote by written ballot, voice vote, or a roll call vote. A member may move to reopen
voting. If the vote to reopen voting is negative, it can be reconsidered.

If a person who had more than one nomination is elected to two positions, he can choose which
position to serve. If the nominee is not present, the board may vote on which position the nominee will
serve. The board votes again to fill the vacant position.
Having an established process for nominating and voting for board members prevents problems and
helps organizations maintain fidelity. For example, if a member is elected and then resigns, the
president or board chair may appoint a new member. Presidential and chair appointments bypass the
careful vetting process of committee selection, which can lead to dissension between board members.

NOMINATION AND ELECTION OF INDEPENDENT DIRECTOR/S


The following rules shall be applicable to all covered companies:chanroblesvirtuallawlibrary

A. The Nomination Committee shall have at least three (3) members, one of whom is an independent
director. It shall promulgate the guidelines or criteria to govern the conduct of the nomination. The
same shall be properly disclosed in the company's information or proxy statement or such other reports
required to be submitted to the Commission. The members of the Nomination Committee of the
Exchange shall be cleared by the Commission.
B. Nomination of independent director/s shall be conducted by the Committee prior to a stockholders'
meeting. All recommendations shall be signed by the nominating stockholders together with the
acceptance and conformity by the would-be nominees.
C. It shall pre-screen the qualifications and prepare a final list of all candidates and put in place
screening policies and parameters to enable it to effectively review the qualifications of the nominees
for independent director/s.
D. After the nomination, the Committee shall prepare a Final List of Candidates which shall contain all
the information about all the nominees for independent directors, as required under Part IV(A) and (C)
of Annex "C" of SRC Rule 12, which list shall be made available to the Commission and to all stockholders
through the filing and distribution of the Information Statement or Proxy Statement in accordance with
SRC Rule 17.1(b) or SRC Rule 20, respectively, or in such other reports the company is required to submit
to the Commission. The name of the person or group of persons who recommended the nomination of
the independent director shall be identified in such report including any relationship with the nominee.
E. Only nominees whose names appear on the Final List of Candidates shall be eligible for election as
Independent Director/s. No other nomination shall be entertained after the Final List of Candidates shall
have been prepared. No further nomination shall be entertained or allowed on the floor during the
actual annual stockholders'/memberships' meeting.
F. Election of Independent Director/s
i. Except as those required under this Circular and subject to pertinent existing laws, rules and
regulations of the Commission, the conduct of the election of independent director/s shall be made in
accordance with the standard election procedures of the company or its by-laws.
ii. It shall be the responsibility of the Chairman of the Meeting to inform all stockholders in attendance
of the mandatory requirement of electing independent director/s. He shall ensure that an independent
director/s are elected during the stockholders' meeting.cralaw

iii. Specific slot/s for independent directors shall not be filled-up by unqualified nominees.cralaw

iv. In case of failure of election for independent director/s, the Chairman of the Meeting shall call a
separate election during the same meeting to fill up the vacancy.cralaw

v. The covered companies shall amend its by-laws in accordance with the foregoing requirements as
soon as practicable.cralaw

V.
TERMINATION/CESSATION OF INDEPENDENT DIRECTORSHIP
In case of resignation, disqualification or cessation of independent directorship and only after notice has
been made with the Commission within five (5) days from such resignation, disqualification or cessation,
the vacancy shall be filled by the vote of at least a majority of the remaining directors, if still constituting
a quorum, upon the nomination of the Nomination Committee otherwise, said vacancies shall be filled
by the stockholders in a regular or special meeting called for that purpose. An independent director so
elected to fill a vacancy shall serve only for the unexpired term of his predecessor in office.

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.
Rules Governing Election or Appointment of Alumni-Nominated
Trustees
Adopted by the Board of Trustees: April 11, 2006

DEFINITIONS
1. Unless otherwise expressly indicated in these Rules, the following terms have the following
meanings:

1. "Board of Trustees" means The Board of Trustees of the Leland Stanford Junior University.

2. "Alumni Nominating Committee" means the Committee appointed pursuant to paragraph 6


of these Rules.

3. "Trustee Nominating Committee" means the Committee on Trusteeship of the Board of


Trustees or a subcommittee named by that Committee.

4. SAA means the Stanford Alumni Association, and SAA Board means the Board of Directors of
the Stanford Alumni Association.

5. "Alumni Nominated Trustee" means a person nominated pursuant to these Rules and elected
or appointed by the Board of Trustees as a Trustee.

ELIGIBILITY
2. Only the following persons are eligible to be nominated under these Rules as Alumni Nominated
Trustees or to serve on the Alumni Nominating Committee:

1. Any person who has been awarded a degree from Stanford University;

2. Any person who has attended Stanford University as an undergraduate for three academic
quarters (none of which has been a summer quarter), provided that his or her class has
graduated and further provided that he or she is not enrolled at Stanford University; or

3. Any person who has attended Stanford University as a graduate student for three academic
quarters (none of which has been a summer quarter) and who is not enrolled at Stanford
University.

3. SAA staff, Stanford students, Stanford faculty and Stanford staff shall not be eligible to be
nominated, to be elected, or to serve as Alumni Nominated Trustees under these Rules.

4. Membership in the SAA shall not be a prerequisite for serving as an Alumni Nominated Trustee or
for serving on the Alumni Nominating Committee.

5. Any person who has served as an Alumni Nominated Trustee shall not be eligible to be nominated
for said office at any time in the future except as provided in paragraph 13. Subject to the
limitations on years of consecutive service set forth in the Bylaws of the Board of Trustees,
nothing in these Rules shall prevent a person who initially was elected or appointed as an Alumni
Nominated Trustee from later being elected or appointed as a Trustee by the process otherwise
used by the Board of Trustees, in which case, such Trustee shall no longer be considered an
Alumni Nominated Trustee under these Rules.
SELECTION PROCESS
6. The Alumni Nominating Committee shall be appointed by the SAA Board and shall consist of
nine members, not more than three of whom shall be current members of the SAA Board. One of the
members of Alumni Nominating Committee may be a currently enrolled Stanford student,
notwithstanding paragraph 2 of these Rules.

7. The SAA Board will appoint the chairman of the Alumni Nominating Committee from among the
members of the Committee. The nine members will act as a "committee of the whole" on all
nominations.

8. In selecting the Alumni Nominating Committee, the SAA Board shall give attention to geographic
representation, age, gender, ethnicity, and other factors that may be relevant.

9. Commencing in 1995, selection of Alumni Nominated Trustees shall occur at 30-month intervals.
To help effectuate the transition to a selection process every 30 months for Alumni Nominated
Trustees in lieu of elections every two and three years for Alumni Elected Trustees, upon the
recommendation of the Alumni Nominating Committee and the Trustee Nominating Committee,
the Board of Trustees may appoint or elect persons to fill positions held or previously held by
Alumni Elected Trustees, for terms to be designated by the Board of Trustees. For each selection
year, selections shall be held to fill four Trustee positions. The SAA Board shall determine and
publish the procedures by which suggestions of persons to be considered by the Alumni
Nominating Committee should be submitted by alumni.

10. The Alumni Nominating Committee shall identify at least twice as many persons as there are
positions to be filled in the forthcoming selection and shall give attention to geographic
representation, age, gender, ethnicity, fields of expertise and other factors that may be helpful
to the University. The Committee may not nominate from its own membership.

11. The Alumni Nominating Committee shall forward a summary of names identified under paragraph
10 and appropriate background information to the Trustee Nominating Committee and, within a
reasonable time thereafter, shall meet with the Trustee Nominating Committee, the two
committees serving together as a "committee of the whole" to select a final slate of Alumni
Nominated Trustees to be submitted for election or appointment by the Board of Trustees. All
candidates selected shall have received a majority endorsement of each nominating committee.

12. Upon election or appointment of Alumni Nominated Trustees by the Board of Trustees, the names
and background information of the newly appointed or elected Trustees shall be published in one
or more appropriate SAA or Stanford University periodicals.

13. In the event of the resignation or death of an Alumni Nominated Trustee, or if an Alumni
Nominated Trustee becomes ineligible to continue to serve by assuming a position described in
paragraph 3, the Alumni Nominating Committee and Trustee Nominating Committee shall meet
and shall nominate a successor to serve the remainder of the term of such resigned, deceased, or
otherwise ineligible Trustee. If a successor to an Alumni Nominated Trustee shall serve two years
or less of the term of his or her predecessor, he or she shall be eligible to be elected or
appointed at any time for a full term as an Alumni Nominated Trustee, unless he or she has
served such a term previously.

14. The full term of office of an Alumni Nominated Trustee shall end five years after the date his or
her election or appointment became effective or as otherwise determined by the Board of
Trustees in connection with the election or appointment.

15. Notwithstanding any other provision in these Rules, those persons (or in the event of a vacancy,
their successors) who previously were elected as Alumni Trustees in the election held in 1992,
and whose terms otherwise expire on August 31, 1997, upon the recommendation of the Alumni
Nominating Committee and the Trustee Nominating Committee, may be named by the Board of
Trustees to serve as Alumni Trustees until February 28, 1998, or until their successors are
otherwise duly selected and qualified pursuant to these Rules.

As adopted on O