Corporation Resolution Election of Members by rrh20397


More Info
									                     Election Committee Procedures/Process

The role, responsibility and authority of the Election Committee come from the OrigamiUSA By-
laws: May, 2001. Sections relevant to this Committee are quoted here for reference.

Article I – Members: Section 3. Voting Power of Members. All members other than junior,
organization and honorary members shall be entitled to one vote per membership on matters for
which members of a New York not-for-profit corporation may vote.

Article II – Meetings of Members: Section 9. Record Date for Notice: Record Date for Voting.
(b) The record date for determining voting members eligible to vote at any meeting of the
members shall be fifty (50) days before the date of the meeting.

Article III – Board of Directors: Section 2. Qualifications. (b) Subsequent Annual meetings.
At all annual meetings of the members held after the year 2000, each director shall meet the
following criteria: (i) he/she shall have been a member for at least one year preceding the
election (individually or as part of a family that has had a family membership for at least one
year preceding the election) and (ii) he/she must be 21 years old or older.

Article VI – Committees: Section 9. Standing Committees of the Corporation. Beginning
January 1, 2001 the Corporation shall have an Election Committee as a standing committee and
may, on recommendation of the President and by resolution adopted by a majority of the entire
Board, designate from among the members other standing committees. The Board shall fill any
vacancy on a standing committee. Each standing committee shall consist of three (3) or more

Each member of a standing committee shall hold office until the next annual meeting of the
Board following his or her appointment and until his or her successor is appointed, unless he or
she shall sooner cease to be a director or shall resign or be removed from such committee.

Section 10. Election Committee. (a) Members. The Election Committee shall consist of at least
three (3) members, who shall be appointed to the Election Committee by the Board.

(b) Powers and Duties. The Election Committee shall have two functions: (i) screening
nominees for director to determine that all nominees satisfy the eligibility criteria for directors
established by these By-Laws and (ii) preparing the ballots for the election for directors.

(c)     Nominations and screening. (i) Call for nominations. The Secretary shall provide notice
to all members (which may through a posting on the Corporation’s website, a mailing to all
members, a notice in the Corporation’s magazine, or any other means reasonably calculated to
reach all members, including electronic means) no less than one hundred and twenty (120) days
before the annual meeting calling for nominations for director and indicating the number of
Remote Directors and Local Directors (as defined below) required to be elected at the annual

        (ii) Procedure for Nominations. Any member may nominate himself/herself or another
member for election as a director by written notice sent to the Corporation’s office marked for
the attention of the Election Committee and received at the Corporation’s office at any time prior
Election Committee Procedures                                                         1 of 5
October 30, 2008
to the sixtieth (60th) day before the annual meeting, which notice shall contain a statement from
the nominee (i) that such member meets the qualifications for director set forth in Article III,
Section 2 (b) of these By-Laws, (ii) that such member is willing to serve if elected and (iii)
indicating whether the nominee seeks election as a Remote Director or as a Local Director (as
defined below). Failure of any such written notice to include the statement described in the
preceding sentence shall invalidate the nomination.

        (iii) Screening. The Election Committee shall review all nominations for director and
shall determine whether each nominee for director satisfies the qualifications for director set
forth in Article III, Section 2 (b), and shall assess the adequacy of the statement from each
nominee. All nominees that the Election Committee determines both satisfy such qualifications
and also have provided adequate statements shall become candidates for director.

(d) Preparing Ballots. (i) Not less than five (5) days before the Secretary sends to the members
the notice of the annual meeting of the members, the Election Committee shall deliver to the
Secretary a list of all candidates for the Board and ballots for the election of directors to be sent
to the members together with the notice of the annual meeting. The ballots shall divide the
candidates into two sections, one for Local Directors and one for Remote Directors. Incumbent
directors shall be indicated on the ballot by an asterisk after their names.

       (ii) Local and Remote Directors. A “Local Director” is an individual whose statement to
the Election Committee provides that he or she has the means, ability and intent to attend in
person the annual meeting of the directors and at least 75% of all regular meetings of the Board.
A “Remote Director” is any other individual.

(e) Voting. All actions of the Election Committee, including the appointment of a Chairperson,
shall require the affirmative vote of a majority of the members of the Election Committee.

(f) Limited Power of Election Committee to Nominate. If for any election of the Board of
Directors the members, acting in accordance with Article VI, Section 10(c)(2), fail to nominate a
sufficient number of members to effectuate a complete ballot for such election, then and only
then, the Election Committee may act to nominate a sufficient number of members to make up
such difference and thus result in a full and complete ballot.

Section 11. Chairpersons of the Committees of the Corporation. Each committee of the
Corporation shall appoint the Chairperson of such committee.

Section 15. Procedure. Subject to the provisions of these By-Laws, and to any relevant action of
the Board, each committee shall establish its own rules and procedures.

Election Committee Procedures                                                           2 of 5
October 30, 2008
Committee Structure - The Committee is comprised of 3 people (the minimum required per
Article VI, Section 10 (a)). Per the By-laws, committee members do not have to be Board
members. There are two local members and one remote member, and the remote member acts as
the ballot counter.

A month or two after the general meeting, the election committee calculates the various dates for
elections of the following year and send the list to online presence committee to add to the
election website.

Call for Nominations – The Call for Nominations is sent to the membership 120 days prior to the
Annual Meeting, which currently occurs at the Annual Convention in NYC. Currently, this is
done via first class mail. Refer to Article VI, Section 10 (c) for other ways this may be done.

Nominations Received – All nominations must be received prior to the 60th day before the annual
meeting. Refer to Article VI, Section 10 (c) (ii) for the information that must be included.

If a member nominates another member and they neglect to send a “qualification statement”
from the person nominated, a follow-up, typically by email, is sent to the nominator asking them
to obtain/have sent to the office this qualification statement. All three items referenced in Article
VI, Section 10 (c) (ii) must be addressed in the qualification statement. It must be received by the
deadline date.

The requirement in Article III, Section 2 (b) (i) that a nominee “shall have been a member for at
least one year preceding the election (individually or as part of a family that has had a family
membership for at least one year preceding the election)” has been interpreted by the Committee
to mean that the nominee has been a member continuously for the 12 months prior to the annual
meeting . Thus, for example, a former Origami by Children winner who won their one-year
membership, never renewed, and is now over 21 would not be qualified.

After the nomination deadline has passed, the committee screens the nominations it has received
to determine whether the qualifications for director have been met by each candidate. If they are
not, the candidate is informed that they are ineligible to be on the ballot stating the reason.

Candidate Statements – At the close of the nomination period candidates are contacted by the
Committee Chair. They are asked to write a statement highlighting their qualifications and/or
areas they want to work on for the organization. Typically, some guidance on what to include is
provided by the Committee. The candidates are given a firm deadline date (usually 1 -2 weeks)
to return their statements, however, see Proxy Ballot Mailing Timeline below to help ascertain a
timeline for this task. The Candidates Statements document is sent with the Proxy Ballot. The
statements are not edited by the Committee in any way. The length of the statement is
determined by the number of candidates and number of pages available for printing (usually
250–400 words). Candidate statements are also posted on the website as soon as possible after
the deadline date for their receipt.

Since 2008, candidates have also been allowed to add to their statements online via a special
section on the OrigamiUSA website set up for this purpose.
Election Committee Procedures                                                       3 of 5
October 30, 2008
Preparing Proxy Ballots – Proxy ballots will be printed on pink paper.
    After the Candidates’ statements are received they are compiled into a document called
       Statements of the Candidates. This document is sent with the Proxy Ballot.
    The order of listing of the candidates on the Proxy Ballot and on the list of candidates
       statements is the same, and the order of candidates is alphabetical.
    Candidates who are currently members of the Board will be indicated by an asterisk on
       candidate listings.
    A week before the date for minimum voter eligibility (50 days prior to meeting), election
       committee contacts the office admin and ensures that all memberships will be current as
       of the date.
    The list of eligible members is generated from the membership database on the morning
       after the date for voter eligibility.
    The ballots are prepared according to Article VI, Section 10 (d), (i) using the list and a
       mail merge document and uses a window envelope. Proxy Ballots are thus mailed only to
       members who are eligible to vote based on Article II, Section 9. Their name and member
       number are printed on the proxy ballot. A return envelope is typically sent along with the
    In 2009, proxy ballots will also be given out using a special election committee table.
       Volunteers will have a list and will verify the membership and neatly write the name and
       membership number of the member and give them the ballot. Members can cast ballots in
       ballot box until 5:00pm of the date of annual meeting. Only 1 ballot can be given per
       eligible membership.

Preparing Ballot – Non-proxy ballots will be printed on blue paper.
A non-proxy ballot is prepared for those who wish to vote at the Annual Meeting.

Counting Proxy Ballots – Proxy ballots are counted by the Committee's remote member, who is
responsible for ensuring the privacy and integrity of the results thereof. To be considered valid,
ballots must be postmarked on or before the date designated by the Committee (see below).
Completed ballots are mailed directly to him/her, and no other members ever see the actual
ballots, except in the case of an alternate proxy (see below). The remote Committee member is
designated as the proxy on the ballot, and he/she brings the ballots along with the tabulation
results to the Annual Meeting. A voter may also choose another member as proxy, in which case
the remote Committee member passes those ballots on to that person, who becomes responsible
for counting them and bringing the results to the Annual Meeting.

Proxy Ballot Mailing Timeline – The mailing date for the Proxy Ballots and Candidates
Statements is determined by a timeline working backwards from the date of the Annual Meeting.
The ballot counter needs to allow at least 2 weeks for counting the votes, and at least 5 days must
be allowed after the postmark deadline for mailed ballots to allow for slow and overseas mail.
Members should have a week to 2 weeks to read the material, mark their ballot and return by the
designated post mark date.

Members are encouraged to vote via proxy since voting at the Annual Meeting is very time
consuming. Each ballot has to be verified as to eligibility. If, in verifying eligibility, a ballot
received at the Annual Meeting is determined to be a second ballot (previously a proxy was
received) the ballot received at the Meeting is considered the legitimate ballot and the proxy is
Election Committee Procedures                                                             4 of 5
October 30, 2008
discounted. If two ballots are received for the same membership at the Annual Meeting, neither
one is counted.

Ballots at the Annual Meeting – Ballots, previously prepared without the proxy information, are
available at the Annual Meeting for those who wish to vote in person. They are distributed at the
beginning of the meeting and collected immediately. The ballot counter then counts them and
adds the results to those of the proxy ballots..

OrigamiUSA’s By-laws do not provide for write-in candidates on the ballot.

Election Committee Procedures                                                       5 of 5
October 30, 2008

To top