Jump to Policy regarding Board Elections ratified January 29, 2007

Procedure for 1394 Trade Association Board of Directors election as approved by the Membership on January 14, 2005.

In the following rules, N represents the number of open seats on the Board of Directors that may be filled by the election.

1. Each member company may vote for zero to N individuals. A member company may not vote for a single individual more than once. Member companies may vote (once each) for multiple individuals from a single company.

2. After all votes are counted, individuals shall be ranked based on the number of votes received by each. If the ranking contains multiple individuals from a single company, all except the top vote-getter will be removed from the ranking. If there is a tie among two or more top vote-getters from a single company, that company shall be asked (through it's designated representative) to designate a single winner.

3. After step 2, the top N vote-getters remaining in the ranking shall be the new Board of Directors. If there are fewer than N winners remaining, the BofD shall be formed with empty positions, that will not be filled unless the BofD takes later action to do so. If it is impossible to select N winners because of a tie in the ranking resulting from step 2, then a run-off election will be held among only the individuals who are tied at the cut-off point after step 2. For example, if there are N-2 clear winners, and a five-way tie for #N-1, then a run-off among those five shall be held to select two winners, who will join the other N-2 to form the N-member BofD. In the run-off election each member company shall have one vote for each BofD seat not filled in the first voting. (In the example, two votes, because two seats remained after the N-2 clear winners sat down.) The rules from section 1 apply to the run-off voting (need not use all votes, only one vote per candidate, but it is impossible to have multiple candidates from one company at this point.)

4. If there is a tie in a run-off that prevents the formation of an N-member board, then any clear winners from the run-off shall join the board (up to N members), and any remaining run-off candidates shall not join the board, and unfilled seats may result as in #3. Using the previous example, if among the five run-off candidates, there is one winner and the other four tie evenly for second place, then those four shall be excluded from the board, the one clear winner will be added, and the board will have N-1 members and one unfilled seat. As another example, in a run-off among 6 people for 4 positions, if there are three two-way ties (persons A and B each receive 20 votes, C and D each receive 15 votes, and E and F each receive 10 votes), then the four top vote-getters (A, B, C, and D) shall join the board, resulting in N members. Note that it is impossible to have two candidates from the same company in a run-off, because this was excluded in step 2. Note that there is at most one run-off.

5. If the number of candidates on the first ballot is lower than 2 x N (twice the number of seats available), then a candidate must receive votes from at least 33% of voting members to be elected or to appear on a run-off ballot. This requirement overrides any conflicting provisions in steps 2, 3, and 4 above.

Policy regarding Board Elections ratified January 29, 2007 (back to top)

The Board of Directors has adopted the following policy to make clear the standing of members who provide consulting services and who are nominated for election to the Board of Directors. If ratified by the membership, this policy becomes effective on December 1, 2007 and supplements the existing election procedures.

The Bylaws (as last amended January 14, 2005), in section 7a, state "No Member may have more than one representative on the Board".

Since it can be reasonably anticipated that TA members who provide consulting services are likely to have other TA members as their clients, it is necessary to establish clear and fair rules regarding Board membership, and to enforce those rules evenly for all members so that no conflict of interest or violation of the Bylaws will occur.

Therefore, candidates nominated for election to the Board must comply with the following requirements, in writing, at least one week prior to the election:

1. Candidates must provide a complete list of all past and present TA member companies for whom the candidate has provided consulting services during a "bracket period" defined as six months prior to the date of the election.

2. Candidates must identify all present TA member companies with whom the candidate has any contractual arrangement at present or during the bracket period.

3. Candidates must assert that: If elected, during the candidate's term on the Board the candidate will provide no services to a TA member company (other than their own) that is either represented on the Board by that member company's employee or which receives consulting services from another Board member during that other Board member's term or bracket period.

Candidates who, when nominated, have full-time employment from one TA member company and who do not provide consulting services of any form during the bracket period are excused from requirements 1 and 2, because it is assumed the candidate represents that member company and no other.

Candidates who fail to comply with these requirements cannot be elected to or serve on the Board. A candidate who identifies one or more TA member companies in requirements 1 or 2 is considered an employee of each such company for the purpose of complying with section 7a of the Bylaws.

Because client data of consultants is often considered to be sensitive, the disclosure required above shall be made in writing to the staff of the 1394 Trade Association, who shall retain it on file but who shall not disclose it to any other person. The staff will be expected to assess the candidate's compliance with this policy and then advise the current Board on a yes/no basis regarding that compliance.