Board of Directors Election Process

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06.04.2007 Draft SECOORA Board of Directors Election Process

1. FINAL ARBITOR OF THE SECOORA BOARD OF DIRECTORS ELECTION

   The SECOORA Nominations Committee is charged with the implementation of these Board of Directors Election procedures that provide for an inclusive, fair, and impartial election of the initial SECOORA Board of Directors. These procedures have been approved by the SECOORA Nominations Committee and are subject to amendment by the SECOORA Steering Committee as they might think appropriate.

2. REGISTRATION FOR THE SECOORA ORGANIZATIONAL MEETING

   A registration desk will be set up to register the identified individuals who will represent the SECOORA Terms of Reference members at the SECOORA Membership meeting on June 11-12, 2007 at the Sea Turtle Inn, Atlantic Beach, Florida, at which the election of the initial SECOORA Board of Directors will occur (SECOORA Organizational Meeting). The SECOORA staff will register the representatives or their alternates of the SECOORA Terms of Reference members who will be voting at the initial SECOORA Board of Directors election on June 12, 2007 (SECOORA voters). The SECOORA staff will organize and occupy the registration desk at scheduled times as agreed upon by the SECOORA Nominations Committee from the late afternoon and early evening on June 10, 2007 until the morning of June 12, 2007 up to but not beyond the time when the voting process for the SECOORA Board of Directors as explained herein begins. The registration desk will be located and operated outside the room being used for the SECOORA Organizational Meeting at the Sea Turtle Inn, Atlantic Beach, Florida. Registration of the SCOORA voters will identify the designated representative, or the alternate representative when the designated representative does not attend, of each SECOORA Terms of Reference member consistent with those people listed as designated representatives or alternate representatives as shown by the published SECOORA Terms of Reference member list (see: http://secoora.org/documents/members/signatories.pdf). The SECOORA staff will develop a registration list of SECOORA voters for review and approval by the Nominations Committee at the beginning of the SECOORA Board of Directors voting process as described below. Once approved by the Nominations Committee (as shown by a majority of the Nominations Committee member signatures on the registration list of SECOORA voters), this Nominations Committee approved registration list of SECOORA voters will be final and cannot be changed for any reason during the course of the voting process. Only SECOORA voters so listed will be allowed to vote in the June 12, 2007 SECOORA Board of Directors nominations or all the voting processes described herein.

3. NOMINATIONS PROCESS AND APPROVAL OF THE OFFICIAL SECOORA BOARD OF DIRECTORS BALLOT FOR THE SECOORA BOARD OF DIRECTORS ELECTIONS

   The person presiding during the voting process at the SECOORA Organizational Meeting of the SECOORA Terms of Reference members should start the election process for the SECOORA Board of Directors with the following statements and announcements:

   1. A Welcome to the SECOORA Terms of Reference members and the SECOORA voters to thank them for attending and for their willingness to carry out the SECOORA voting responsibilities as described herein on June 12, 2007 that will result in the election of the initial SECOORA Board of Directors on that day.
   2. An announcement that the SECOORA Steering Committee has appointed a SECOORA Nominations Committee (Judy Gray, Russ Lea, Tom Gustafson, and Parker Lumpkin) who are responsible for organizing and holding the election of the initial SECOORA Board of Directors.
   3. An announcement regarding the nominations and election procedures as follows:
      1. Each of the SECOORA Terms of Reference members should have received from SECOORA staff a Sample SECOORA Board of Directors Ballot (Sample Ballot), proposing Nominees for specific SECOORA Institutional Member Seats and At-Large Seats. This Sample Ballot was developed by the SECOORA Nominations Committee from the nominations timely and properly received by the SECOORA staff from the SECOORA Terms of Reference members and, in final form, was amended and approved by the SECOORA Steering Committee.
      2. The Sample Ballot was posted at the SECOORA web site on June 6, 2007, sent to each of the SECOORA Terms of Reference members by email on June 6, 2007, and included in the SECOORA Organizational Meeting package delivered to each of the SECOORA voters at the SECOORA registration desk when they registered as a SECOORA voter for the SECOORA Organizational Meeting. This information was provided to the SECOORA Terms of Reference members and SECOORA voters in order to allow them a chance to be familiar with choices they have when voting for the SECOORA Board of Directors Nominees.
      3. A biography of most or all of the SECOORA Board Nominees on the ballot were posted at the SECOORA web site on June 6, 2007, sent to each of the SECOORA Terms of Reference members by email on June 6, 2007, and included in the SECOORA Organizational Meeting package delivered to each of the SECOORA voters at the SECOORA registration desk when they registered as a SECOORA voter for the SECOORA Organizational Meeting. This information was provided to the SECOORA Terms of Reference members and SECOORA voters in order to allow them a chance to be familiar with choices they have when voting for the SECOORA Board of Directors Nominees.
      4. The nominations process for the SECOORA Board of Directors election is now opened for the purpose of:
         1. motions by any of the SECOORA Terms of Reference members that would wish to amend the Sample SECOORA Board of Directors Ballot, before it is adopted as the Official SECOORA Board of Directors Ballot, by an addition to or a deletion of a name listed as a Nominee for election to the SECOORA Board of Directors on the Sample Ballot or otherwise; or,
         2. motions by any of the SECOORA Terms of Reference members that nominations shall cease and the Sample SECOORA Board of Directors Ballot prepared for the election of the SECOORA Board of Directors shall be accepted as drafted and submitted to the SECOORA membership as the Official SECOORA Board of Directors Ballot for purposes of conducting the election of the initial SECOORA Board of Directors.
   4. In all instances where motions are made, votes taken, and the majority vote declared for one motion or another, the person presiding during the voting process at the SECOORA Organizational Meeting will ask, when he or she thinks the moment is right, for a motion to close the discussion and following a voice vote in the affirmative, declare that the matter shall be voted upon up or down by a majority voice vote. Should a voice vote be unclear to the person presiding during the voting process at the SECOORA Organizational Meeting or otherwise (where a motion is made by a SECOORA voter for a show of hands to allow a count of those for or against any motion), a show of hands will be counted by the SECOORA Nominations Committee to help determine what motions have received a majority vote. In all cases, the decision of the majority of the Terms of Reference SECOORA members shall be determined and pronounced by the person presiding during the voting process at the SECOORA Organizational Meeting.
   5. Should the person presiding during the voting process at the SECOORA Organizational Meeting hear a motion to cease nominations, to accept such Sample Ballot as drafted, and submit the Sample Ballot to the SECOORA Terms of Reference membership as the ballot for purposes of conducting the election of the initial SECOORA Board of Directors (re-titled as the Official SECOORA Board of Directors Ballot) and no SECOORA Terms of Reference member seeks to be recognized to make a motion to add or delete a person as a Nominee for election to the SECOORA Board of Directors or otherwise amend the Sample Ballot, then the person presiding during the voting process at the SECOORA Organizational Meeting shall ask of a vote of the Terms of Reference SECOORA members on the motion to accept the Sample Ballot as the Official SECOORA Board of Directors Ballot and upon a majority vote being made, the person presiding during the voting process at the SECOORA Organizational Meeting shall declare that the motion passes and that the Sample Ballot shall be now identified as the Official SECOORA Board of Directors Ballot. The Official SECOORA Board of Directors Ballot shall be then passed out to the SECOORA Terms of Reference members so that the SECOORA Board of Directors election may commence. The person presiding during the voting process at the SECOORA Organizational Meeting, after announcing the acceptance of the Official SECOORA Board of Directors Ballot, shall announce the initiation of the voting process segment of the SECOORA Organizational Meeting and direct the SECOORA staff and Nominations Committee to initiate such matters as are appropriate and that the Official SECOORA Board of Directors Ballot shall be passed out to the SECOORA voters by the SECOORA staff as directed by the person presiding during the voting process at the SECOORA Organizational Meeting so that the voting process for the SECOORA Board of Directors election can commence¹ .
   6. Should the person presiding during the voting process at the SECOORA Organizational Meeting recognize a Terms of Reference SECOORA member(s) wishing to make a motion to add or delete a person as a Nominee for election to the SECOORA Board of Directors or otherwise amend the Sample Ballot that would require, if the motion passed, for the Sample Ballot to be amended before adopted as the Official SECOORA Board of Directors Ballot, the person presiding shall ask the Terms of Reference members, after hearing the making of such motion, if there are other such motions from the floor. When such person presiding at the SECOORA Organizational Meeting recognizes that there are no more such motions to be made from the SECOORA Terms of Reference members, he or she will accept a motion to proceed with a vote by the SECOORA Terms of Reference membership for or against each such motion(s) to add or delete a person from the Sample Ballot before approval of the Official SECOORA Board of Directors Ballot or otherwise amend the Sample Ballot.

      After recognizing such a motion to proceed with the vote for or against motions to add or delete nominations or otherwise amend the Sample Ballot, the person presiding during the voting process at the SECOORA Organizational Meeting will call for a vote by the SECOORA Terms of Reference members as to each pending motion to add or delete a person to or from any of the three Institutional Member Seats categories (Industry/Private Sector; Academic/Research/Education Sector; and, Public Agency/Non-Profit/Other Sectors) or any of the four At-Large Seats (North Carolina, South Carolina, Georgia, and Florida) or otherwise amend the Sample Ballot. As to any motion to add Nominee(s) to the Sample Ballot, the Nominations Committee members will need to first verify that the person being proposed for nomination from the floor as an additional name on the Sample Ballot in one of the Board Seat categories in fact meets the criteria for election to such Board Seat and that the proposed new Nominee can verify in writing at that time that the organization with whom he or she is associated has committed in writing on the appropriate and relevant organizational stationary to a payment of the SECOORA Institutional Member dues as a condition for election and service on the SECOORA Board of Directors.

      In the event the Nominations Committee is satisfied that the person being proposed for nomination from the floor meets these criteria, then the person presiding during the voting process at the SECOORA Organizational Meeting will ask for the person being proposed for nomination from the floor to share with the members a written short resume (one page or less), make a brief statement to address why he or she should be added to the Sample Ballot (3 minutes or less). Thereafter, the person presiding during the voting process at the SECOORA Organizational Meeting shall recognizes any SECOORA Terms of Reference member wishing to make a brief statement regarding why such a proposed Nominee should or should not be added to the Sample Ballot before approving the Official SECOORA Board of Directors Ballot.

      In the event there is pending a motion to delete any person from the Sample Ballot, before a vote on that motion, the person to be deleted from the Sample Ballot, followed by any SECOORA Terms of Reference member choosing to support or oppose such motion, shall each have an opportunity to provide to the SECOORA Terms of Reference members a brief statement to address why such person should or should not be removed from the Sample Ballot (3 minutes or less).

      After such brief statements are concluded as to each proposed addition or deletion, the person presiding during the voting process at the SECOORA Organizational Meeting will ask for a motion to close the discussion and vote the motions(s) up or down by a majority vote of the SECOORA Terms of Reference members (voting on the motion(s) to amend the Sample Ballot in the order in which such motions were made).

      Upon all such motions to add or delete names to the Sample Ballot being acted upon, the person presiding during the voting process at the SECOORA Organizational Meeting shall then ask if any SECOORA Terms of Reference member(s) wishes to otherwise amend the Sample Ballot. Should the person presiding recognize a SECOORA Terms of Reference member wishing to make such a motion, he or she will ask such SECOORA Terms of Reference member to state their motion and to ask for a show of hands as to those wishing to speak to the motion that has been made. The person presiding will then allow each member making such a motion a brief statement as to why such motion should be adopted (3 minutes of less), provide to each such SECOORA Terms of Reference member who had raised their hands to indicate their desire to address the issue in a brief statement an opportunity to address the matters as they see fit (3 minutes of less), and accept a motion to conclude the discussion on the matter and vote the motion up or down by a majority vote of the SECOORA Terms of Reference members. When any one motion is disposed of in this fashion, the person presiding during the voting process at the SECOORA Organizational Meeting would ask if there are further such motions and the discussions and voting process would be undertaken to conclude such discussions and to vote upon such other motions (voting on the motions to amend the Sample Ballot in the order in which such motions were made).

      When all said motions have been so discussed and voted upon, the person presiding during the voting process at the SECOORA Organizational Meeting shall ask for a motion to accept the Sample Ballot as amended (or not as the case may be) as the Official SECOORA Board of Directors Ballot and, hearing such motion, the person presiding shall ask the up or down vote of the majority of the SECOORA Terms of Reference members.

      After the SECOORA Terms of Reference members vote on the motion to accept the Sample Ballot as amended (or not as the case may be) as the Official SECOORA Board of Directives Ballot, the person presiding shall declare the motion passes (it is assumed) or fails. If the motion passes, the person presiding during the voting process at the SECOORA Organizational Meeting shall declare the Sample SECOORA Board of Directors Ballot shall henceforth be the Official SECOORA Board of Directors Ballot. The person presiding, after announcing the acceptance of the Official SECOORA Board of Directors Ballot, shall announce the initiation of the voting process segment of the SECOORA Organizational Meeting and direct the SECOORA staff and Nominations Committee to initiate such matters as are appropriate and that the Official SECOORA Board of Directors Ballot shall be passed out to the SECOORA voters by the SECOORA staff as directed by the person presiding during the voting process at the SECOORA Organizational Meeting so that the voting process for the SECOORA Board of Directors election can commence² .

      Should the motion to accept the Sample Ballot as the Official SECOORA Board of Directors Ballot fail, the person presiding during the voting process at the SECOORA Organizational Meeting shall ask the SECOORA Terms of Reference Members if there are further motions to amend the Sample Ballot before accepting it as the Official SECOORA Board of Directors Ballot. Once further amendments are discussed and voted upon, the person presiding during the voting process at the SECOORA Organizational Meeting shall once again seek a vote to approve the Sample Ballot as the Official SECOORA Board of Directors Ballot so that the voting process for the SECOORA Board of Directors election can commence.

4. VOTING PROCESS FOR THE SECOORA BOARD OF DIRECTORS ELECTION
   1. After calling by name the representative voting for each SECOORA Terms of Reference member from the Nominations Committee approved registration list of SECOORA voters, Judy Gray as the Nominations Committee Chair or her designee should pass out one Official SECOORA Board of Directors Ballot (corrected to show any amendments made by a majority of the SECOORA Terms of Reference members) to each SECOORA voter in the envelop identifying the SECOORA Terms of Reference member represented by each such SECOORA voter and direct that such SECOORA voter complete their Official SECOORA Board of Directors Ballot by voting as the ballot directs in a voting area³ so designated by SECOORA staff for the marking of the Official SECOORA Board of Directors Ballot to indicted their vote for Nominees and the casting of their Official SECOORA Board of Directors Ballot into the Ballot Box.
   2. The SECOORA staff will confirm with the SECOORA voters that, when they have completed marking the Official SECOORA Board of Directors Ballot to indicate the Nominees for whom they wish to vote, they must cast their marked Official SECOORA Board of Directors Ballots into the Ballot Box and return the ballot envelope to the SECOORA staff assisting with the election process.
   3. Judy Gray, or her designee, on behalf of the SECOORA Nominations Committee should collect the ballot envelopes from the SECOORA staff who have received the ballot envelops from each SECOORA voter before they left the voting area in order to confirm who has voted on the SECOORA Board of Directors election and to use the envelop again for any run-off election should there be a tie vote for any category that makes it impossible to declare the winning 5, 3, or 1 Nominee(s) as the case may be depending on the category of the Board Seat involved and to confirm who voted in the run-off election.
   4. The SECOORA Nominations Committee shall identify all ballots legally cast, agree to the number of legally cast ballots, and count the number of total votes cast for each Nominee by Board Seat category.
   5. Judy Gray, as the Nominations Committee Chair or her designee shall announce on behalf of the Nominations Committee those SECOORA Board Nominees with the most votes in each SECOORA Board category and the final vote count for each Nominee. Specifically, Judy Gray or her designee shall announce the five Nominees receiving the most votes for the Institutional Member Seats for the Industry/Private Sector, Academic/Research/Education Sector, and Public Agencies/Non-Profit/Other Sectors categories, the one Nominee receiving the most votes for the At-Large Seat for North Carolina, the one Nominee receiving the most votes for the At-Large Seat for South Carolina, the one Nominee receiving the most votes for the At-Large Seat for Georgia, the three Nominees receiving the most votes for the At-Large Seats for Florida, or announce that a tie vote has occurred that prevents the top five, top three, or top one Nominee(s) to be calculated in any of the above Board Seat categories.

      In the case where such tie votes occur, Judy Gray, as the Chair of the SECOORA Nominations Committee, or her designee shall direct that such ballots as are necessary to break such tie votes shall be prepared by SECOORA staff⁴ and for such tie-breaker ballots to be passed out by Judy Gray or her designee following similar voting procedures as stated above so that after the a run-off election, all the election results (which Nominees got the highest votes) and the votes they received in the initial voting and the votes they received in the run-off election can be calculated and announced as a result of the initial and run-off election activities (the top five, top three, or top one Nominee(s) depending on the SECOORA Board Seat category).

   6. In consultation with the Nominations Committee, Rick Devoe or his designee on behalf of the SECOORA Steering Committee shall announce the Nominees winning the 22 seats on the SECOORA Board of Directors as a result of the votes cast at the SECOORA Organizational Meeting held at the Sea Turtle Inn, Atlantic Beach, Florida on Jun 12, 2007.
5. CLOSING COMMENTS AND ADJOURNMENT
   1. Rick Devoe or his designee on behalf of the SECOORA Steering Committee should announce that, given an inclusive, fair, and impartial election of the initial SECOORA Board of Directors, the SECOORA Steering Committee and all other working groups, committees, and the like that the SECOORA Steering Committee have created are hereby relieved of any further obligations to SECOORA and that the SECOORA Steering Committee and all working groups, committees, and the like that the SECOORA Steering Committee have created are thanked for their efforts on behalf of SECOORA and the well performed work they have undertaken. Rick Devoe or his designee should also invite the initial SECOORA Board of Directors to assemble following the adjournment of the SECOORA Organizational Meeting in the area that had been set aside for the voting process (were votes were cast) in order to set the time and date of the initial SECOORA Board of Directors meeting, agree upon the first SECOORA Board of Director’s meeting agenda, and direct SECOORA staff regarding matters to be undertaken in the interim period preceding the first SECOORA Board of Director’s meeting.
   2. Judy Gray or her designee, on behalf of the SECOORA Nominations Committee should announce that the Terms of Reference members have well preformed their SECOORA Board of Directors election duties and have completed their assigned tasks during this SECOORA Organizational Meeting and SECOORA Board of Directors election, that the SECOORA Terms of Reference members and SECOORA voters are thanked for their efforts on behalf of SECOORA, and that upon adjournment of the SECOORA Organizational Meeting they will be relieved of any further obligations to SECOORA.
   3. Upon motion by a SECOORA Terms of Reference member to adjourn, and upon a majority vote for such motion, the person presiding at the SECOORA meeting shall declare the SECOORA Organizational Meeting is adjourned and all SECOORA Terms of Reference members and SECOORA voters are excused from any further SECOORA Organizational Meeting obligations and responsibilities.
6. MEETING OF THE SECOORA BOARD OF DIRECTORS to schedule and decide an agenda for the first scheduled SECOORA Board of Directors meeting

   The newly elected initial SECOORA Board of Directors should meet in the previously identified voting area of the SECOORA meeting room immediately at the close of the SECOORA Organizational Meeting to undertake the initial SECOORA matters as they deem appropriate. With no pre-meeting agenda set, it can be suggested that the SECOORA Board should assemble with the existing SECOORA staff to simply agree upon a date, time, and agenda for the “first” SECOORA Board of Directors meeting and to direct staff to undertake specific procedural activities as deemed appropriate by the majority of the initial Board of Directors present until such time as they can schedule their first SECOORA Board of Directors meeting.