Amendment 4: Board Vacancies
Amend the bylaws by substituting the following for § 6.10 and § 6.11:
6.10 Vacancy, filled by recount. If a vacancy in a member director position is created at least 90 days prior to the end of the term, it will be filled by recounting the ballots cast during the most recent election of member directors. The board of directors will notify the election committee within three days of the vacancy. When recounting the ballots, any candidate in that election is ineligible, and votes for that candidate will be reallocated accordingly, if the candidate (a) resigned from the board during the current term, (b) was removed from the board during the current term, or (c) withdraws from this recount process. The recount will use the same rules that were in effect during the election. After conducting the recount, the candidate selected in the earliest round of counting who is not already a current member director is elected to fill the vacancy. During the recount, if the number of exhausted ballots—as that term is defined in the rules for counting the ballots—exceeds 20% of the total votes cast, the results are considered invalid, and this method cannot be used to fill the vacancy.
6.11 Vacancy, filled by member election.
6.11.1 If a vacancy in a member director position is created at least 90 days prior to the end of the term, a special meeting of the members may be called to elect a member to fill the vacancy if either of the following are true:
a) the election committee certifies that the process described in § 6.10 failed to elect a member to fill the vacancy
b) the election committee fails to complete the process described in § 6.10 within 14 days after the board of directors notifies the committee of a vacancy
6.11.2 If the vacancy is created at least 180 days prior to the end of the term, a special meeting for the election must be called. If the vacancy is created at least 90 but less than 180 days prior to the end of the term, a special meeting for the election is optional.
6.11.3 If a special meeting is called, the notice for the meeting must be sent to the members within 30 days of the vacancy, and the meeting must be held within 30 days of the sending of the notice. If there are multiple vacancies to be filled at the meeting, the voting and ballot counting will use the rules currently in effect for the regular annual election of member directors. If there is only one vacancy to fill, the election will use instant runoff voting.
6.12 Vacancy, filled by board election. If there is a vacancy in a member director position and the vacancy is not filled as described in § 6.10 or § 6.11, the board of directors will elect a member to fill the vacancy at a regular or special meeting of the board. The notice for the meeting must include the election of a member to fill the vacancy as one of the purposes of the meeting.
The existing §§ 6.10 and 6.11 will be removed. The new sections will be inserted into the bylaws as §§ 6.10–6.12. The existing §§ 6.12 and 6.13 will be renumbered 6.13 and 6.14, respectively.
This proposal would create an alternative process to filling vacancies on the board of directors that is more consistent with the principles of proportional representation.
Proportional representation is designed to ensure that the board represents the membership. If the membership is split 60/40 along some important axis, then so too should the board. The alternative is majoritarian rule, whereby all seats on the board would be held by representatives of the majority, even if that majority consists only of 51% of the voters. In our elections for the board, voters who have successfully elected a member have their ballots “weakened” for the purposes of electing the remainder of the board, while voters who have not yet had one of their candidates elected continue to have their full strength. This is the mechanism by which single transferable vote achieves proportional representation.
When a vacancy arises, the bylaws currently call for a special election. This special election would not—and cannot—account for the fact that some groups of members are still represented on the board, while others have lost their representation due to the vacancy. Any attempt to conduct a new vote will fall victim to majoritarian rule or tactical voting, but this amendment would allow us to use the ballots of the original election to select a new member or members consistent with proportional representation.
Bylaws committee, at the request of the election committee