Article XII: Election Procedures

On June 24, 2009, the PEN Center USA Board of Directors unanimously adopted the “PEN Center USA Strategic Plan 2009-2011.” The strategic plan contained several recommendations that required changes to PEN Center USA’s bylaws. The changes were put before the membership for a vote and were ratified by the membership in March 2010. The revised bylaws changed the makeup of the Board and restructured the Board committee system. Subsequently, a nominating committee was formed to pursue nominees according to the new bylaws and the guidelines in the strategic plan.

Article XII of the bylaws outlines the official election procedures for PEN Center USA Board Elections. Please see Section 4 for the procedure for nomination by petition.

The nominees for the 2012 PEN Center USA Board Election can be found here.


ELECTION PROCEDURES (ARTICLE XII)

Section 1. Regular Elections. All regular elections of Officers and Board Members shall be conducted at the Annual Meeting specified in Article IV, Section 4.

Section 2. Candidates, Officers and Board Members Must Be Full Members In Good Standing. All candidates at the time of their nomination, whether by the nominating committee or petition, must be full members in good standing of PEN Center USA at the time of their nomination and, if elected, their election. (Notwithstanding which, the nominating committee can solicit qualified applicants to become members of PEN and, once their membership is established, place them in nomination.) 

Section 3. Nomination By the Nominating Committee. The Nominating Committee shall nominate one or more candidates for each open seat on the Board of Directors and for each Officer position to be filled at the next regular election and shall report its nominations to the Board no less than 50 days before the annual meeting. The Board shall then report the Nominating Committee’s nominations to the membership no less than 45 days before the annual meeting by means of the notice specified in Section 5 below.
 
Section 4. Nominations By Petition. In addition to those candidates nominated by the nominating committee, a full member in good standing may be nominated to the Board or to any Office by a petition delivered to the Secretary 30 days before the Annual Meeting and signed by no less than 20 members in good standing, which states that they place the person in question in nomination and which states whether the nomination is for a seat on the Board at large or for a particular Office.
 
Section 5. First Notice of Election. Forty-five days prior to the Annual Meeting specified by Article IV, Section 4, notice shall be given to all voting members that the regular annual election of Officers and Board Members will be held at the Annual Meeting. This notice shall: include a copy of these Election Procedures; a designation of which Officer and Board seats are open to be filled by election; a complete list of those persons the Nominating Committee has nominated for each open seat; and a notice that all nominating petitions, if any, must be filed with the Secretary by the close of business 30 days prior to the election.
 
Section 6. Second Notice of Election and Provision of Ballots. The notice of the annual meeting required by Article IV, Section 4, shall include a written ballot (as part of or in addition to any ballot addressing any other matter provided under Article IV, Section 8) setting forth all nominations made by the Nominating Committee and by valid petitions. The ballot shall set forth clear instructions for validly marking the ballot. The Board may at its discretion from time to time determine the exact form of the ballot and accompanying materials, including whether the ballot should identify how each candidate was nominated, or whether the mailing may include candidate campaign statements, and similar matters so long as the Board’s determination is consistent with these Bylaws.
 
Section 7. Voting of Ballots and Counting of Ballots. At the choice of each voter, the ballot may be marked and returned as an absentee or proxy ballot by mail (or electronic procedures approved by the Board) or brought to the Annual Meeting and marked and returned for counting at that time. All ballots returned, whether by mail, other approved procedure, or in person, shall be counted toward the quorum of the Annual Meeting for the purpose of conducting the elections noted on the ballot. Although a preliminary confidential count of absentee or proxy ballots returned before the Annual Meeting may be made before the time of the Annual Meeting, the final count shall not be completed and announced until after those qualified voting members of PEN present at the Annual Meeting are invited to address and question those candidates present, if any, and to debate any matters germane to the election or to the qualities or qualifications of the candidate and a motion is made and passed to end this period of debate and conduct the election, whereupon those ballots not yet returned shall be promptly collected and the final count made and announced.
 
Section 8. Deciding the Outcome of Elections. In the case of a contested election to fill the position of an officer, other than vice president, among two nominees, that person receiving the greater number of votes shall be deemed the winner. In the case of a contested election among more than two nominees, that person receiving an absolute majority of the votes cast (i.e. 50% plus one of all valid votes cast) shall be deemed the winner. If no candidate in a three-candidate or greater contested election receives an absolute majority of votes, then a runoff election among the two highest vote-receivers shall be held upon 14 days or more notice at a special meeting of the membership using ballots and procedures otherwise consistent with this Article. The winner of the greater number of votes in the runoff election shall be deemed the winner of the election.
 
In the case of an uncontested election to fill the position of an officer, if the candidate receives more “yes” votes than “no” votes among the valid votes cast, the candidate shall be deemed elected. (In so determining, abstentions and ballots unmarked as to the particular candidate will count toward a quorum but will not count as either a “yes” or “no” vote.)
 
In the case of an election to open seats on the Board at large or for vice presidents where there are a greater number of candidates than open seats, those candidates receiving the greatest number of votes shall be deemed elected.
 
In the case of an election to open seats on the Board at large or for vice presidents where there are the same or fewer number of candidates than open seats, if the candidate receives more “yes” votes than “no” votes among the valid votes cast, the candidate shall be deemed elected. (In so determining, abstentions and ballots unmarked as to the particular candidate will count toward a quorum but will not count as either a “yes” or “no” vote.)
 

Section 9. Election of Chapter Representatives. Chapter representative to the Board, who otherwise have all the rights and obligations of Board Members at large, shall be nominated and elected by such procedures as their respective Chapter adopts, but in any event nominations shall be permitted by a petition signed by 10% or more of the Chapter members in good standing and the election procedures shall provide for an election by the full membership of the Chapter consistent with the principles of this Article and these Bylaws.