Policy 1021 Policy 1021: Nomination Committee for Election of Candidates I. Purpose To set forth the policies pertaining to: A. The process for submission of petitions for the nomination of qualified candidates for election to the Board of Directors, and B. The election process itself. II. General The ASIS Policies and Procedures Guide are structured according to the sequential steps taken from the initial formation of the Nominating Committee for Election of Candidates to the Board of Directors to the final results of the election and required actions following the election. III. Eligibility for Nomination In accordance with the Bylaws of ASIS, only members with the following qualifications will be eligible for nomination to election to the Board of Directors. A. At the time of nomination, the candidate must be: 1. Primarily responsible for the professional application of security principles and practices in the private or public sector, with no less than five years of security experience in a position of responsible charge; and/or 2. A Certified Protection Professional in good standing; and/or 3. A full time educator or training professional, with no less than five years in a position of responsible charge, who provides instruction in security, conducts security research or administers a security or crime prevention program at an accredited educational institution or professionally recognized training institute. B. A candidate must be a member in good standing. C. A candidate ideally will be an active participant in ASIS affairs within five years immediately preceding his/her candidacy in one of the following positions: 1. Member of the Board of Directors 2. Member of the Professional Certification Board 3. ASIS Foundation Leadership 4. Council Vice President 5. Council Chairperson 6. Council Member 7. Regional Vice President (SRVP or RVP) 8. Chapter Chairperson 9. Other Elected Chapter Officer: Vice Chairman, Treasurer or Secretary 1
Policy 1021 D. The candidate must have the support of his company s or organization s management; must be able to attend at least three Board of Directors meetings annually at no expense to ASIS; and must be able to devote a reasonable amount of time to ASIS business. E. At the time of nomination, the candidate shall furnish to the Nominating Committee a list showing every corporation, association, or other organization in which the candidate serves as an officer or director or in which the ASIS candidate is a candidate for any office. F. Similarly, no more than one individual who becomes employed at the same organization may serve on the Board of Directors as a Board member or Officer. The individual whose employment changed must immediately inform the President, and the Executive Vice President and Chief Executive Officer of this situation. The Board of Directors may make an exception if the individual(s) employment are in separate government agencies, or divisions within a multinational corporation. G. Conflict of Interest 1. It is possible that a majority of the Nominating Committee might determine that the candidate s service as an officer, director, or nominee for office of any of the entities named on the list provided pursuant to III-E of this policy would constitute a conflict of interest. If so, the Nominating Committee may declare the candidate disqualified for office in ASIS and direct the Nominating Committee to withdraw the nomination. 2. The candidate may offer to resign from office in any entity or service that, in the judgment of a majority of the Board of Directors, would constitute a conflict of interest with service as a Director of ASIS, if that candidate were in fact elected a Director of ASIS. However, the Nominating Committee is not obliged to accept any such offer. IV. Campaigning References Article VI, Section 12, a and d, Bylaws Policy and Procedure 1031 Revised June 2009 A. Nominees for the Board of Directors are expressly prohibited from campaigning for themselves or for other nominees on the ballot. All methods of campaigning are strictly forbidden by all members, non-members or third-parties. "Campaigning" is defined as soliciting votes or making explicit promises of action if elected. B. Direct campaigning of any type is prohibited by the ASIS Bylaws and may result in the nominee being removed from the ballot or consideration thereof. C. Organized campaigning by others for a candidate is forbidden as it creates disparity in the fairness and equity process of our election procedures. 2
: Nomination Committee for Election of Candidates I. Nominating Committee for Election of Candidates to the Board of Directors A. Under the Bylaws of ASIS, a Nominating Committee, selected by the President and approved by the Board, shall be formed annually to select nominees for the Board of Directors. The Nominating Committee shall consist of the President-Elect as Chairperson, two (2) Board members not eligible for re-election, two (2) Past Presidents, and two (2) other volunteer leadership members. B. The selected Board members to serve on the nominating committee shall neither be members of the Board Management Committee, nor possible candidates for re-election to directorship on the Board of Directors for the upcoming year. The function of the Nominating Committee shall be to perform those duties prescribed in Article VI, Section 12 of the ASIS Bylaws. C. At the January Board Meeting, the President will ensure that members of the Nominating Committee are made aware of their duties and responsibilities by referring them to the ASIS Policies and Procedures Guide. D. Prior to adjournment of the January Board Meeting, at the request of the President, the Secretary will poll those Directors whose term of office is due to expire, to ascertain if they intend to seek re-election to the Board of Directors. The President will notify the Board of Directors of the results of the poll. II. Call for Petitions A. Candidates for election can be nominated only by petition. B. In accordance with the Bylaws, the Secretary will issue a first call for petitions for candidates for the Board of Directors. The call will be issued during February to those who are authorized to sign petitions. C. Authorized petitioners are restricted to current 1. Members of the Board of Directors 2. Past Presidents 3. Regional Vice Presidents (SRVPs and RVPs) 4. Council Vice Presidents 5. Council Chairpersons 6. Chapter Chairpersons D. The above will all be termed petitioners. E. The Secretary will issue a final call for petitions 30 days after the first call. F. To be eligible, all petitions must be received by the Secretary within 30 days after the final call for petitions. 1
G. The Annual Election will take place in the third quarter of the year, with the specific date to be selected by the Executive Vice President and Chief Executive Officer. III. Petition Procedures A. In the Secretary's first call for submissions, those authorized to petition will be notified that nominations for election to the Board of Directors can be submitted in an online format. B. The candidate must fully complete the online form and include a current photograph with the submission. The certification portion of the form must be signed by an authorized petitioner as identified above. C. The petitioner will: 1. Review the nomination form to ensure that it is properly completed and that the submitter meets the qualifications as noted above. 2. Sign and date the "Petitioner's Certification" block and return to headquarters. D. The Secretary will review the petition for proper completion and eligibility based on qualifications. 1. If the petition is not properly completed, the Secretary will contact the petitioner for clarification and resubmission. 2. If the petition reflects that the candidate does not meet the above qualifications, the Secretary will inform the candidate of the reason for ineligibility. 3. Upon receipt of petitions from the Secretary, the Executive Vice President and Chief Executive Officer will conduct a check of headquarters records as a final assurance the candidates are fully qualified. E. Copies of submissions of all qualified candidates will be forwarded to members of the Nominating Committee by headquarters. IV. Nominating Committee A. The Nominating Committee will give careful consideration to all qualified candidates and will be responsible for the final selection of a slate consisting of one (1) candidate for each elective vacancy. B. In the event that there are not enough candidates to meet the requirement of one (1) candidate for each vacancy, the Nominating Committee will solicit and select additional candidates. C. The President may designate certain members of the Nominating Committee to be responsible for contacting respective Chapter Chairpersons for their opinions and recommendations regarding candidates who are not petitioned through chapters. The results of these contacts will be forwarded by each designated committee member to the Secretary, Executive Vice President 2
and Chief Executive Officer, and members of the Nominating Committee for their consideration. D. The Nominating Committee is the final arbiter of a candidate's qualifications and will make the final selection of nominees for election to the Board of Directors. E. The President will notify candidates who are not selected for nomination to the Board of Directors. F. The President will notify the Secretary and Executive Vice President and Chief Executive Officer of the final slate of candidates. G. Each member of the Nominating Committee must sign a nondisclosure/confidentiality agreement. H. The Executive Vice President and Chief Executive Officer will be responsible for counting the Nominating Committee votes for the election of the five (5) candidates to be placed on the ballot. V. Election and Voting A. After the final slate has been selected, the Executive Vice President and Chief Executive Officer will notify eligible members that the voting period has begun. The Executive Vice President and Chief Executive Officer will select the official ASIS International online voting and tabulation firm annually. B. The names of the candidates will be set forth on the ballot in random or rotating listing, not alphabetical. C. Eligible voters are limited to: Members Associate Members Student Members Life Members D. Each voter shall vote for or against each nominee, for only as many of the nominees as there are directorships to be filled. The ballot will be marked and returned directly by each voter to an independent firm specified by the Board for tabulation purposes. Within ten days after the closing date for the election, a managing official of this firm will certify the results of the election to the Secretary of ASIS in writing. Ballots that do not reflect the required total votes will be rejected. E. Each nominee will be elected if fifty (50) percent, or more of approved returned ballots vote in the affirmative. In the event the nominee is not elected, the President-Elect will fill the vacancy(s) with one (1) year appointment(s) approved by the Board of Directors. 3
F. The ballot card is to be returned directly by each voter via the mail or through the official Internet voting site to the designated firm to tabulate the vote. Ballots submitted after the deadline date will be rejected. VI. Notification A. The Secretary will inform the President and the Executive Vice President and Chief Executive Officer of the results of the election. B. The President will notify all candidates of their election or non-election and advise the members of the Board of Directors of the elected candidates. C. The candidates elected to the Board will be announced to the membership as soon as possible. VII. Actual Vote Count and Order of Election A. The actual number of votes cast for each candidate and the order of election is not published. B. Candidates who wish to know the margin of votes by which they won or lost the election may request such information from the Secretary. C. The response by the Secretary will be limited to the following: 1. The number of ballots received. 2. The number of votes cast for first and last place. 3. The number of votes received by the candidate who has requested the information and his/her place on the ballot. D. No further information will be furnished without the permission of the President. VIII. Recount Procedure A. If the final vote tabulation for an unsuccessful candidate is within five votes being elected, the President will contact candidates to determine if a recount is desired. If a recount is desired, the President will contact the Executive Vice President and Chief Executive Officer and order that an immediate recount be instituted. B. The recount results will be considered final. IX. Records Retention and Destruction A. Thirty days after the election results have been finalized, the Executive Vice President and Chief Executive Officer will destroy any hard copy ballots used in the election and the petition papers of those not elected to office. B. The Secretary will forward the Election Results received from the tabulating firm, to the Executive Vice President and Chief Executive Officer in a sealed envelope. The Executive Vice President and Chief Executive 4
Officer will retain it for one year after the election results have been finalized. C. The Secretary and members of the Nominating Committee will destroy all copies of the petitions in their possession 30 days after the election results have been finalized. X. Orientation of New Directors A. The Executive Vice President and Chief Executive Officer will forward a "Board of Directors Information Package" containing pertinent information to assist new Directors in becoming acquainted with duties and responsibilities. B. New Directors will be asked to attend an orientation session to be held at ASIS headquarters. XI. Installation of New Directors New Board Members will be installed at the Annual Seminar and Exhibits and will take office the following first of January. XIII. Organization Meeting The Board-Elect shall meet prior to the Annual Seminar and Exhibits for the sole purpose of organization and the election of officers. XIV. Director Vacancies A. The President, with the approval of a majority vote of the Board of Directors, will appoint a replacement to fill the expired term of any Director due to his/her death, resignation, retirement, disqualification, or failure to accept elected office. B. A director who has been appointed to fill an expired term of two or more years will be considered to have served a full term. References Article VI, Section 11-14, Bylaws Policy 1021 Board of Directors Information Packet Secretary s Correspondence File Nomination for Election to the Board of Directors Form Revised December 2008 5