Board of Directors Nominations Policy

Transcription

1 Board of Directors Nominations Policy The intent of this policy is to ensure that qualified individuals are selected to serve on the Board of Directors of Interior Designers of Canada ( IDC ). Such individuals shall be suitably knowledgeable and experienced with Canadian design associations and IDC in particular, have skill sets that will be an asset to the Association and Board, are able to commit the time and energy necessary for effective leadership and have vision and enthusiasm for the profession of interior design. The policy shall ensure that the IDC Board is respectful of the geographical, cultural, age and gender diversity that is representational of the membership and fibre of the Canadian population. The business of the Board is conducted in English. 1. Nominating Committee.1 The Committee shall be comprised of:.1 Committee Chair Past President.2 Committee Members a. 2 Board members b. 2 General Voting Members, who are not members of the Board.3 Committee Members shall a. be from different regions of Canada (as identified in the Board Representation Policy) b. have broad association experience c. have knowledge of the profession nationally or within a geographic area beyond their region.2 Committee terms are one year in length..3 The Chair shall prepare a slate of Committee members no later than March 31 annually..4 The Board shall ratify appointments no later than the Spring Board meeting..5 A quorum of the Committee shall be 3 members, one of whom shall be a General Voting Member as identified above..6 All Committee members shall be entitled to one vote on all issues. Nomination Policy Page 1 of 5

2 2. Determination of Vacancies.1 Immediately upon appointment, the Committee shall identify all positions that will become vacant for the following year.2 The Committee shall notify the Board of vacancies at the Spring Board Meeting. 3. Nominee Criteria Nominating criteria will be based on the Board of Directors Eligibility Requirements and Representation Guidelines as approved by the Board. 4. Election Procedures - General Membership Elected Positions.1 Nominations:.1 The process for the call for nominations for all vacant positions is as follows: a. No later than 120 days prior to Annual Meeting, the Committee shall call for nominations for all vacant positions b. distribute the nominations call to all Members c. provide one (minimum) reminder of the nominations call to all Members d. close nominations 90 days prior to Annual Meeting. This date may be adjusted if required..2 The nomination call must: a. be in writing, in the form of a formal notice, and shall be distributed by b. include the nomination form, terms of the appointments and the Board of Directors Eligibility Requirements and Representation Guidelines..2 Preparation of the Ballot.1 Within 15 days of the close of nominations, the Committee shall: a. review all nominations to ascertain that they meet the requirements for the position b. short-list suitable candidates and conduct interviews c. select a slate of candidates for the vacant positions.2 In the event that more than nine qualified candidates are short-listed by the Nominating Committee, the ballot may consist of more than nine candidates. The ballot will be accompanied by instructions to the voting members to ensure the required Board balance and representation..3 Seven days, minimum, prior to the issue of the ballot, the Committee shall notify all nominees, in writing, of the Committee decisions regarding the nomination. Nomination Policy Page 2 of 5

3 .3 Elections.1 Immediately upon selection of the slate(s), the Committee shall prepare the ballot, candidate summaries and a description of the voting procedures..2 The ballot, candidate summaries and description of the voting procedures shall be sent via e- mail to all Members eligible to vote 60 days prior to the Annual Meeting..3 The Committee shall provide one (minimum) reminder of election to each voting Member..4 Elections shall close 30 days prior to Annual Meeting..4 Declaration of Results.1 Immediately upon close of the election, the Committee shall verify the results and confirm all appointments..2 The election results will be announced at the Annual Meeting and circulated to the IDC members in the Association newsletter. 5. Election Procedures - Officers.1 Election.1 At the Board meeting immediately following the AGM, The Chair of the Nominating Committee will announce the vacancies for Officer positions. These may include the President and Vice-President..2 The Chair of the Nominating Committee shall chair the election of Officers part of the meeting..3 Current Board members may nominate, orally, candidates for the vacant positions. Those candidates who accept their nominations will leave the meeting room..4 Candidate Presentations: a. candidates will return to the meeting room individually and they and their nominator will be invited to present a short introduction and candidacy statement. b. candidates shall not be entitled to be present for other candidates presentations c. board members may ask questions of the candidates immediately after their presentation d. following the presentations and question periods, the candidates shall be asked to exit the meeting room. Nomination Policy Page 3 of 5

4 .5 Immediately following the exit of the candidates, the Board shall review the requirement criteria of the position. The conversation shall be limited to the suitability of the candidates to the position..6 At the end of the discussion, each voting Board member shall cast a vote, by secret ballot..7 The Chair of the Nominating Committee and the CEO shall act as scrutineers..8 The Chair of the Nominating Committee shall announce the election results when all candidates have returned to the meeting room and following that, in the Association newsletter. 6. Replacement of Vacated Positions.1 Should a Board position become vacant, that position shall be filled in accordance with the Bylaws, Section Individuals appointed or elected to the vacated position, shall fill the remaining portion of the term of the vacated position. 7. Commencement of Terms.1 The terms of all incoming Directors shall become effective at the next meeting of the Board, immediately following the Annual Meeting..2 All incoming Directors shall take the Board oath at the Annual Meeting or at the first Board meeting if the individual is replacing a Director mid-term..3 The region of residence of the Vice President, at the time of nomination/election to the position, shall remain as that location for the duration of the individual s terms through the presidential stream..4 Board members vacating their positions shall attend all meetings, activities, functions, etc. up to but not including the Annual Meeting. Officer members vacating their terms shall be similarly responsible but shall attend the Annual General Meeting. Nomination Policy Page 4 of 5

5 8. General.1 If there is any inconsistency between this Policy and the By-laws of IDC, the By-laws shall apply..2 In extraordinary or unusual circumstances, the Board and the Nominating Committee, as applicable, may waive or modify the criteria and qualifications set out in this Policy in their sole discretion, provided they are acting in the best interests of IDC and shall report any such waiver or modification and the circumstances to the Members of IDC..3 This Policy shall be review, amended as necessary and ratified by the Board every five years, minimum. Nomination Policy Page 5 of 5