At the last Board meeting, it was agreed that we would start to draft some Election Rules to cover the election of the Directors at the AGM. These rules come under the remit of Article 28 (http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/AoA#Rules) and nothing in these rules can contradict anything that is written in the Articles of Association themselves.
I have put some questions below that people might want to consider and I'd appreciate other peoples' input as I put a draft together.
Many thanks!
Note: relevant clauses in the Articles of Association include:
14.1 A Director must be a natural person aged 16 years or older except that a person aged under 18 may not be appointed a Director if after their appointment a majority of Directors would be aged under 18.
14.3 The number of Directors shall be not less than three but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.
16.1 Providing that one or more valid nominations for Directors are received, all Directors shall retire from office at each Annual General Meeting
17.2 No person may be appointed a Director at any general meeting unless (a) he or she is retiring as a Director; or(b) not less than fourteen nor more than thirty-five clear days before the date of the meeting, the charity is given notice 17.4 Where a vacancy has arisen due to the resignation, death or ineligibility of a Director, the remaining Directors may by a unanimous decision at a meeting of the Directors appoint a person who is willing to act to fill the vacancy.
Regarding the number of Directors, when these articles were being drafted, the Board agreed they would put an Ordinary Resolution to the first AGM establishing a cap (http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Board_meetings/2008-10-13#P...). So the first question is:
The interim Board has five directors, but at the time it was stated that "A smaller Board is beneficial in the early stages as it helps with certain approvals especially Bank Account opening. The intention is that subsequent Boards will be larger." (http://meta.wikimedia.org/wiki/Wikimedia_UK_v2.0/Candidate_FAQs#Why_is_the_i...)
A quick review of other chapters shows the German one has 7 Directors (http://meta.wikimedia.org/wiki/Wikimedia_Deutschland#Vorstand), the Austrian 8 (http://www.wikimedia.at/node/8), the French 9 (http://meta.wikimedia.org/wiki/Wikim%C3%A9dia_France) and the Australian has 7 (http://www.wikimedia.org.au/wiki/Committee)
Q1: How many directors do you think the first permanent board should have as a maximum?
The interim Board was elected using the "approval voting" system. (http://en.wikipedia.org/wiki/Approval_voting) When the Board was discussing these Articles, (http://meta.wikimedia.org/w/index.php?title=Wikimedia_UK_v2.0/Board_meetings... see ~22:20) the general feeling was that approval voting should be used again, but this would be left to the Election Rules to specify.
Q2: Do you agree that the Board should be elected using the "Approval Voting" system?
Under the approval voting system, the candidates who receive the greatest number of positive votes are elected. For the interim Board, a proviso was added that candidates would only be elected if they received a majority of votes. When discussing the articles, it was agreed that there should be an exception to this so that the candidate who receives the most votes will always be elected - even if they dont get more than 50%.
Q3: Do you agree that candidates who receive 50% or less of the vote will not be elected?
Q4: Do you agree that as an exception to this rule, the candidate who receives the most votes will always be elected - even if they dont get more than 50%?
Q5: Is there any way that you think the election should be run differently to the election of the interim Board?
Thanks for your help with these questions.
regards,
Q1: How many directors do you think the first permanent board should have as a maximum?
I think 5 is good. 7 would work, more than that is unwieldy. (It should be an odd number, ideally.)
Q2: Do you agree that the Board should be elected using the "Approval Voting" system?
Yes. Single Transferable Vote would be a good alternative, but it rather more difficult to organise and I don't think it's worth it.
Q3: Do you agree that candidates who receive 50% or less of the vote will not be elected?
This question is really asking which is better, a smaller than intended board or a board which doesn't have a strong mandate from the membership? One alternative would be to have a second election in the event that less than the maximum number of board members get 50%, with just the top 5 (or whatever the max is) and a simple yea or nay on whether to give each a seat (this gets round the risk of someone who is approved of by the community not getting a seat due to tactical voting).
Q4: Do you agree that as an exception to this rule, the candidate who receives the most votes will always be elected - even if they dont get more than 50%?
Yes, someone has to run the charity. In fact, the minimum number of board members is 3, isn't it? So the top 3 need to be elected regardless (otherwise the top one would have to choose another two board members, giving them far too much power for somebody without a mandate). (The alternative is leaving some of the outgoing board in power, but why should they be preferred if they didn't do better in the election?) My idea of a 2nd election would be this situation less likely.
Q5: Is there any way that you think the election should be run differently to the election of the interim Board?
There is the question of how the vote will actually be conducted. The default is a show of hands in the AGM, but alternatives are a secret ballot at the AGM or (I believe) a secret ballot held after the AGM with people able to vote by email or online, or something. A show of hands is quickest and simplest, my only concern is (as I said in the last election), I'm not entirely comfortable with members of the board knowing that other members of the board voted against them (I would hope it wouldn't cause major problems, but it might cause some awkwardness). If it's going to be a secret ballot, I would vote for it being at the AGM itself, that allows the old board to hand over to the new board there and then and the new board to immeadiately hold their first meeting. All candidates will be known in advance and people can vote by proxy, so there is no real harm in not giving people a chance to vote after the meeting.
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