GUIDELINES FOR ELECTIONS & IIC GOVERNANCE

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1 GUIDELINES FOR ELECTIONS & IIC GOVERNANCE I. Executive Council: IIC will be managed by a 5-member elected Executive Council (EC), elected annually by secret ballot. The nomination, voting, counting and result declaration process will be as follows: a. Nominaton: 1. Each member can nominate up to 2 (two) members for the Executive Council. Each member may nominate self as well. 2. While IIC will elect a Fund and a specified Representative of this Fund to the EC, we must collectively ensure that the Representative of the elected Fund is recognised as someone who will make unparalleled contributions to the cause of Impact Investing industry in India. 3. Each nomination must have the name of the nominated Member and the name of the Representative. If there are nominations for a Member with different Representatives identified, the Representative with most nominations will be considered and all nominations credited to this Representative. 4. The IIC Secretariat can call for nominations via or in a written form. The document will be filed for examination by members. 5. The top 10 (ten) nominees, with most nominations, will contest the EC election. 6. In case of a tie, leading to more than 10 nominations, the tie will be resolved as follows: i. Self-Nominations will be excluded from the tied nominations and as long as the nominees are 5 or more, even a less than 10 nominee list will be accepted for election. ii. However, if tie persists despite removal of self-nominations, all tied nominees will be included for election irrespective of the number of nominees 7. Each nominee once finalized must write a paragraph, before the due date determined by the IIC Secretariat, which will be atleast 2 working days before the election date, in no more than 200 words, regarding their porposed agenda, views, availability of time, commitment and why other members must vote for them. This will be circulated by IIC Secretariat to all Members atleast 1 working day before the election. (IIC Secretariat will send these messages out by 6 pm on Monday 6 April 2015 for the elections and if any nominee fails to file the message, this communication will still go, without their inputs) 8. Nominees are free to campaign but cannot pull the Secretariat or the IIC CEO into the campaign process, directly or indirectly, or seek any support from Secretariat which must stay impartial and neutral in the process 9. The nomination s or forms will be available for inspection by the members on the day of the election but will not be preserved beyond the beyond the voting day

2 b. Voting: 1. The voting will happen in presence of all members eligible to vote 2. Partners or Members (in default of fees) cannot attend the voting process 3. Each member will receive a Ballot Paper with Member and Representative names of all finalized nominees on the day of the election 4. The Right to Vote cannot be delegated and must be exercised by an authorized Representative of the Member 5. The authorized Representative casting vote may be different from the Representative who is nominated for EC elections 6. Each member can cast one vote and each member will decide which representative will cast the vote on the member s behalf. 7. Each member must either put a tick mark against one Nominee as their vote with a blue or black pen (no pencils or coloured pens) 8. The vote will be considered cast when the Member hand over the Ballot Paper, folded and unsigned, physically into an empty container, in full sight of other participating Members c. Counting: 1. Each ballot will be opened by the IIC Secertariat and Votes counted with a live Frequency Table or Spreadsheet or Slide on the white board or black board or a projection screen. 2. The invalid ballot papers will be rejected- e.g., those voting for more than 1 nominee, OR voting in a way that their tick mark falls between two names and therefore, cannot clearly identify the person voted for, OR if a member ticks but puts another Representative of a Member not contesting the election, OR another such act of invalidity as identified by the IIC Secretariat and transparently disclosed to all voting Members present in the room 3. Members may physically examine any ballot during or after counting has been finished on the day of the election 4. The ballot papers will not be preserved beyond the voting day d. Result Declaration: 1. The top 5 scorers in the voting will be considered elected as Executive Council Members 2. The highest scorer will be considered elected as Chairperson 3. In case of tie, which renders it difficult to identify the top 5-member EC, the following rules will be applied to resolve the tie. The tie may take many forms. For example, there may be multiple nominees scoring same marks for say the 4 th or 5 th position. For example, there may be 3 nominees with 5 votes each and next 5 nominees with 3 votes each. In such cases, a. If total members including all tied members are 7 or less, all will be considered elected to the EC and extra seats, i.e., beyond 5 on the EC, will reduce the 2 nominee seats available on the EC

3 II. b. If they are more than 7, then the EC may be constituted with a smaller group as long as it is 3 or more and all tied members will automatically stand elected to the sub-committees c. If they are are more than 7 and clearly elected members are less than 3 (i.e., 1 or 2), the election for the open seats will take place again d. In (b) above, if tied members are more than total required for all committees, say more than 9 for 3 committees, then no nominee from the group will be considered for automatic selection to a sub-committee e. In (b) above, if the tied members being automatically selected to sub-committees is less or equal to required members, say less than or equal to 9 for 3 committees, the Members will determine their specific sub-committees via an election. 4. In case of tie for Chairperson, i.e., more than 1 person scoring the same highest votes, all Members will be asked to vote for a Chairperson from amongst the tied nominees by secret ballot 5. After the Secretariat announces the results, endorsed by the outgoing or interim EC, the new EC will be considered formed and empowered 6. The EC will determine if or how to fill any available Nominee Seats on the EC Sub-Committees: IIC will be further managed by 3 or more sub-committees, decided by the EC from time to time. The sub-committee election must follow and never precede the EC election and wont be a secret ballot. The first election in April 2015 will start with focus on 3 sub-committees as originally in the constitution, but recast by the interim EC. The nomination, voting, counting and result declaration process for sub-committees will be as follows: a. Nomination 1. Each member can nominate up to 2 (two) non-ec members each, inlcuding self, for each committee subject to compulsorily nominating all tied members to one or the other sub-committee first 2. If automatically elected members are more than positions available for election but less or equal to total strength required in the subcommittes, each Member will nominate all such auto selected members to different sub-committees and propose no new names 3. The three committees will be: a. Industry Advocacy and Policy Support (including Definitions and Government Relations) b. Membership Services (including Outreach and Financial Support / Grant Mobilization) c. Press Relations & Research (including Social Impact Measurement) 4. Each nomination must have the name of the Member and the name of the Representative. If there are nominations for a Member with different

4 Representatives identified, the Representative with most nominations will be considered and all nominations credited to this Representative. 5. The IIC Secretariat will distribute Nomination (or Ballot) Papers on the Election Day (See 2b 1-2 below). 6. The election will be for total position(s) less automatically selected members from the EC election if any 7. In , this will be 6 positions up for election, 2 for each of the 3 committees b. Voting 1. For sub-committees, nomination equals vote 2. Each member will receive a Ballot Paper for Nomination of Members and their Representatives for Sub-Committee election 3. The Right to Vote (or Nominate in this case) cannot be delegated and must be exercised by an authorized Representative of the Member 4. The authorized Representative nominating may be different from the Representative who is nominated for EC elections 5. Each member can cast one vote on one ballot paper for all subcommittee members and each member will decide which representative will cast the vote on the member s behalf. 6. This ballot or nomination paper must be signed 7. The vote will be considered cast when the Member hands over the signed Ballot Paper, open and signed, to the Secretariat c. Counting 1. The counting will happen in full Member view as for the EC d. Results Declaration 1. The results will be declared immediately as for the EC 2. For equal representation sake, if one member is nominated for more than one sub-committee, the member will be considered elected to the sub-committee where they secured the highest votes or nominations 3. In case of tie, self-nominations will be removed 4. If tie still persists, all tied members will be requested to take up role in one or the other sub-committee as determined by the EC 5. If nominee seats are available on any sub-committee, the EC will fill it up if required or as and when required 6. The EC will immediately ratify the committees on the day of the election * * *

5 ANNEXURES- ORIGINAL SLIDES (FOR REFERENCE)

6

7 * * *

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