Bylaw II
Nomination, Election and Appointment of Board Members
The nomination, election and appointment to the Board of Trustees is regulated by Article V of the association. In addition, the following Bylaws shall apply.
1. Six Board members are elected by the members of the association, three in one year and three in the next.
1.1 The nominating subcommittee (Bylaw IX.8.) shall assemble a slate of candidates by the beginning of March, when the services of auditors for the election audit shall also be secured. The membership of the association shall be informed of the committee’s recommended slate at least 45 days prior to the election date.
1.2 The choice of candidates shall be determined by the current needs of the Board and the institution. Candidates will be strongly recommended to attend one or two Board meetings prior to the election.
1.3 Names and profiles of all candidates shall be included in the auditors’ mailing of the official ballots to all eligible voters at least 21 days prior to the election. The list of eligible voters shall be established by the auditors.
1.4 To be counted, ballots must be received by the auditors by noon on election day in written or in electronic form. In the event of a tie for the last vacancy among two or more candidates, the matter shall be decided by the toss of a coin conducted by a designated representative of the auditors.
1.5 The auditors shall immediately relay the election results to the Chair of the Board of Trustees and the Chair of the nominating subcommittee. The latter shall then inform all candidates whether or not they have been elected. The general membership of the association shall be informed of the election results in writing as soon as possible.
2. Five Board members are appointed by the Board of Trustees, three in one year and two in the next.
2.1 The Chair of the Board shall take the lead in ensuring that a wide range of suitable candidates is identified for potential appointment to the Board of Trustees. The expertise required at the time shall be determined in advance by the Board. Proposed candidates shall be researched carefully, and the following skills and characteristics shall be deemed essential and predetermined by the board: respected and international, strong community contacts, balanced, creative, energetic, open-minded, and committed.
2.2 Appointed Board members should:
§ generally hold positions of responsibility and leadership;
§ either be parents or drawn from the people from the outside community with specific expertise;
§ generally be able to attend board meetings and serve on board committees.
2.3 Candidates may be requested to submit a curriculum vitae and may be called for an interview. A slate of candidates recommended by the Trustees Committee will be submitted to the board including supporting documentation with the Board papers for the executive session of a board meeting no later than March. Final appointment shall be made no later than May, in order that appointed Board members may commence their term with the newly elected Board members.
3. One Board member is elected by the faculty and staff every two years.
3.1 In accordance with Article V.17., the faculty and staff shall elect every two years during May by secret ballot from among their combined number. Should a faculty/staff Board member resign or become unable to serve during the term of office, an election will be held promptly for a substitute to complete the remaining term. Administrators are not eligible to vote.
3.2 An election committee consisting of at least three members of the faculty and staff and chaired by the Head of School’s administrative assistant shall call for nominations in March. The nomination form must be signed by both the nominator and the person who seconds the nominating and forwarded to the Head of School’s administrative assistant. Those nominated will be asked to complete a nominating form and to submit a curriculum vitae. The nominated persons will meet with the Trustees Committee Chair in order to discuss the role of a Board member and the operating procedures of meetings. Following this meeting, those who wish to proceed will have their information distributed to faculty and staff in April.
3.3 Ballots shall be mailed to the faculty and staff by the auditors at least 21 days before election day. To be counted, ballots must be received by the auditors by noon on election day or in electronic form. In the event that both a written and an electronic ballot are received, only the electronic ballot shall be counted.
3.4 The chair of the election committee will inform the faculty and staff of the result of the election as soon as possible.
4. All Board members are limited to serving a maximum of six (6) years as a Board member. A year begins with the time of the first Board meeting after the annual Board election. As a transitional provision, Board members serving at the time of this policy’s adoption will start their six (6) years at the time of the first Board meeting after the annual Board election once the policy has been adopted.
4.1 For Board members appointed by co-opt, their six (6) years begins at the start of their first full term of service, rather than at the start of their co-opt appointment.
4.2 Board members approaching the end of their allowable service will be notified by the Board Secretary at least six (6) months before the end of their six (6) years.
4.3 Exceptions can be made in extraordinary circumstances to allow for one additional term by three-quarters (¾) vote of Board members present.