OTW Elections – What the Bylaws Mean for the Coming Term

[ira_gladkova]

Although polls have yet to open for our 2011 election, we're already thinking ahead to 2012. As some of you may have noted, the circumstances of the current election present a complication for next term. There are a total of seven seats on the Board, and Board members are customarily elected to three-year terms. We have four open seats in this election; two are from terms that ran out this year, and two are from Board members retiring before their terms are up (both would have had one more year). Meanwhile, the three Board members staying on were all elected last year, and those terms aren't up for another two years. As things currently stand, this effectively leaves no seats open for a 2012 election. However, our current bylaws state that one-third of the Board must be elected every year.

The Board has discussed this issue and consulted with the Legal chair. There are several potential ways of handling the situation, including holding an election in 2012 (the details of which would have to be determined) and/or amending the bylaws (to allow us to skip elections for a year). The Board has decided not to alter anything about the current election, as we feel that to do so would be unfair to the candidates and voters. Rather, the current Board believes that the course of action should be determined by the new Board in consultation with the Legal committee, as it is the new Board who will be most closely affected by any decision.

In summary: the anticipated lack of open seats in 2012 is an issue that needs to be addressed before the next election season. However, nothing has been decided yet, and the issue will not affect how the current election is conducted.
As a reminder, voting in the 2011 election opens in about a day and a half; polls open noon UTC 16 November (check the time in your area) and close 48 hours later, at noon UTC 18 November (check the time in your area). Voters will receive a reminder email before polls open; if you believe you qualify to vote in this election but have not received a voter email, please contact us as soon as possible!

Mirrored from an original post on the OTW blog.

Comments

[(Anonymous)]

What you ought to do is, the top two vote-getters in the present election should be elected to the full terms, and the next two should be elected to the balance of the departing members' terms. This would leave the same number of seats open next year as would have been open had no board members left before the ends of their terms.

It's kind of mind-boggling that there is no provision for this in the bylaws. Well planned.

[secondsilk]

I'd support this solution.

Each of the candidates are running for all four open positions at once, right? So in order to determine who gets which position, they positions much be ranked (conceptually). Actually, this seems clear from the ballot structure, with the top down preferencing. (Rather than having bottom up preferencing until there were four candidates left.)

This is also what happens in the Australian Senate if there is a double dissolution election of the Senate and the whole of the Senate has to be reelected at the same time, in order to reestablish the staggered election pattern of the Senate. (The Australian Senate has a similar top-down preference count, although it's proportional as well as preferential.) (http://www.aph.gov.au/library/pubs/rn/2002-03/03rn45.pdf)

[rydra_wong]

and/or amending the bylaws (to allow us to skip elections for a year).

Given how heated the 2011 election has become, I doubt that people would react well if the new Board (whoever they are) decided to avoid a 2012 election.

as it is the new Board who will be most closely affected by any decision.

Well, no. It's the OTW members who would be affected if they don't get a chance to vote on the make-up of the board.

[(Anonymous)]

What they are saying is that the outgoing Board members don't feel that they should be making decisions that will bind the brand new Board members into a course of action that will wind up either negating the results of previous elections, one way or another (either this year's or earlier years'), or changing the bylaws by which the org functions, which is never something that should be done lightly or hurriedly, and never just for the sake of convenience. (And never ever by outgoing Board members in the final weeks of their term!)

Every person currently on the Board was elected to a three-year term; the people running this year are running for three-year terms. The reason that there are so many slots open this year is that two of the outgoing ones are leaving early.

Those early-leaving people in particular shouldn't have a say in how the situation gets fixed -- they shouldn't be able to say "well, I chose of my own free will to leave early, and therefore I am deciding by fiat that X and Y also have to leave early, even though they're willing to fulfill the three-year term they committed to." Or, conversely, "I declare that because I chose to leave my term early, X and Y, who have committed to three-year terms, can only continue to serve if they re-run for full terms and commit to what will turn out to be four or five years."

Either way, that's not a choice they should be making for someone else. They lost the right to make that sort of choice when they resigned.

This is the transparency people have been asking for: this Board has looked at the situation, realized it's an issue, and made it public a year in advance so people will know that this is indeed on the radar and the agenda, and that it's a problem that will be worked on by the incoming Board, which hasn't even been decided on yet.

And they get jumped on immediately for not having the perfect answer out of the gate, but instead laying out the options that they'll be considering, as people requested they do. Yay fandom.

[(Anonymous)]

The term of the seat on the board shouldn't reset because the person elected to it is unable or unwilling to complete it. But if anybody had been paying even one iota of attention earlier, they'd have seen that they should have presented this as an election of two people to three-year terms and two people to the completion of in-progress three-year terms - by having different things people could run for, or different ways for people to vote, or just filling the spaces by percentage of the vote, or whatever. Instead of apparently electing half the board this year instead of the one-third prescribed by the bylaws. Too late now, apparently, but as you're already contravening the bylaws by having this election, why not carry on contravening them for the next one?

[rydra_wong]

Dear anon: I'm not jumping on anyone.

I'm pointing out in passing, as a factor worth taking into consideration as and when decisions are made, that after such a conflicted election, "the new board have decided to change the bylaws so there won't be an election next year" may not be particularly well-received.

Part of transparency is not only announcing what's going on, it's also listening to commentary and feedback, from the organization's members (like me) and from fandom at large.

If that isn't welcome -- well, I'm getting an increasingly strong sense that it isn't, actually.

[celandineb]

The way that such situations are handled at my university for e.g. faculty senate elections is that the elections for the seats of the people leaving early are for only the duration of the uncompleted term: i.e. one year in this case. Then those seats are open for election/reelection on schedule next year.

Given the rather unusual method of election used at the OTW, this might not be workable, but it is a fairly standard and straightforward way of dealing with unexpected vacancies that need to be filled, when there is also a fixed schedule for seats to be elected.

[elf]

It looks like the bylaws say that vacancies weren't supposed to be filled by a membership election:

Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director. Directors so elected shall hold office until their successors are elected at an annual election.

While I'd readily agree that allowing them to be voted on is probably better for the membership than having the remaining board members just appoint them a few weeks before the election (what, can board members put *any* member in the place of a vacant seat?), it does put the org in a bit of a tangle.

I suspect the bylaws need amending. I don't know what changes would be best--whether to change the 1/3 election every year, or the official way of dealing with vacancies, or both--but it looks like something should change.

(Also, the OTW possibly should find a pack of tabletop gamers to find other potential loopholes in the bylaws.)

[(Anonymous)]

Directors so elected shall hold office until their successors are elected at an annual election.

Lawyer here. Is "so elected" in that first phrase a typo in how you wrote it here? Or a mistake in the bylaws? It seems like what they probably meant was, "so selected"? Because it's pretty clear this provision means that vacancies can be filled by the remaining Board and aren't in fact "elected." Eh, it probably doesn't matter anyway, because the intent seems pretty clear from the rest of it, I suppose.

This provision applies when there is a "vacancy" and I'm not sure there are current vacancies? Like, this provision doesn't address the situation of a Board Member announcing an intent to resign after the next election...

It seems like what's intended is that the person who fills a vacancy hold the position "until their successors are elected," meaning they fill the rest of that person's term? So that would probably mean 1/3 were always up for election after all? Unless I'm missing something.

p.s. It's pretty common for issues like this to crop up in initial bylaws/corporate org documents. There's always something ambiguous/missed, sigh.

[elf]

I thought "elected" should be "selected," and then realized it probably refers to "elected by a majority of the remaining board members."

There's no provision in the bylaws for, "I'm going to resign early, but will remain through the next election season, so go ahead & let the membership vote for a new board member instead of the four of you appointing one next week." And I can understand how that got overlooked--one doesn't necessarily assume resignations will be non-emergency, non-acrimonious things--but it seems the bylaws should be amended to have plans in place for this kind of situation.

My reading of the current rules is that the two who are stepping down are supposed to be replaced by people chosen by the remaining board members, and those chosen would then serve the rest of those terms, and then be eligible for election normally. The current method, with the extra members being elected mid-term, seems fairer for the Membership--we get to choose all of them, instead of having a couple selected by board members--but it throws a spanner into the procedures as described.

[(Anonymous)]

Hmm, maybe that's it. Though as you know, it's a bit unclear how the Board is to vote -- and who... like, do other resigning Members vote lol? And What a headache if they don't agree. They might want to change that to clarify and streamline.

Yes, exactly. They're stepping down in an orderly way, at a time that coincides with an election, but theoretically that's irrelevant. I agree with you, though, that since it coincides with an election, it makes sense to do it that way. But you're right, that leads to the length of term dilemna!

What makes most sense if the number of members is kept the same is for the terms to end at staggered times, but that's not exactly fair to suddenly foist that on incoming members. Adding more Directors could work, but creates issues of its own.

No one ever said writing legal docs is easy.:P

[copracat]

Thank you for this information. As a member I'd like to request, if you haven't planned to do so already, that you email this information to current members as well.

Thank you also for doing what must be a somewhat stressful job this election.

[stewardess]

However, our current bylaws state that one-third of the Board must be elected every year.

This is the most important thing. It must be followed even if it's not clear how yet.

Someone elected or appointed to fill a vacant position usually serves out the remaining term only. *waves at President Ford*

There are a couple of ways to resolve it.

One, the suggestion the anon made: the two candidates with the least votes get the shorter terms.

Two, ask the four newly elected people if any of them are good with a shorter term. If two are, problem solved.

It's possible there will be other resignations in advance of the 2012 election. So whatever the solution is, it should take that into account.

[skaredykat]

"It's possible there will be other resignations in advance of the 2012 election. So whatever the solution is, it should take that into account."

Strongly agree.

The current bylaws also allow for adding to the number of board members. Perhaps having nine board members, each responsible for liaising to two of the current 18 working groups and committees (or 2.x if the number of working groups and committees is expanded -- to perhaps include Yuletide as a separate (sub)committee and maybe split out AD&T into a Technology committee and an Accessibility&Design committee) would be something to consider. And/or more significant overhauling of the bylaws.

[umbo]

I'd like to suggest (as a voting member) that the next Board election not take place so close to when Yuletide is gearing up. I think it would make more sense to do elections in the spring

[ciaan]

Thanks for informing us of this issue. I agree that changing things in the middle of an election would be bad, and this gives lots of time to sort it out before the next election. I don't recall, though, are the bylaws ratified by the board or by members?