Draft Revised 4/18/19
1. Definitions and Clarifications
1.1. All capitalized terms not defined in these Procedures have the definitions assigned in the CLA Bylaws.
1.2. References to a Representative or Officer is to the incumbent Representative or Officer, that is, the Representative or Officer in office when the designated action or event takes place, unless otherwise specified.
1.3. References to the “Chair” are to the Chair of the CLA Board unless otherwise specified.
1.4. References to the “Secretary” are to the Secretary of the CLA Board unless otherwise specified.
1.5. Whenever these Election Procedures call for a vote of the Board, the stated vote of the Representatives present assumes compliance with the quorum requirements in Article IV, Section 12 of the Bylaws.
2. Elections of Representatives to the Board
Consistent with CLA Bylaws Article III and Article IV, Section 3, the following procedure shall apply to the election of Representatives to the Board:
2.1. Staggered Terms. In even-number years, Group I Representatives will be up for election. In odd-number year, Group II Representatives will be up for election. See CLA Bylaws Article IV, Sections 3(a)-(b).
2.1.1. Example. In 2018, an even-number year, Group I Representatives will be up for election, that is, Representatives for the Antitrust, UCL & Privacy Section, the Business Law Section, the Environmental Law Section, the Law Practice Management & Technology Section, the Public Law Section, the Real Property Section, the Taxation Section, the Trust & Estates Section, and the California Young Lawyers Association.
2.2. Setting the Election Meeting. The Chair shall set the Election Meeting. The Election Meeting can be part of a Regular Meeting of the Board or a Special Meeting of the Board. The Chair must give notice Representatives of the Election Meeting no later than forty-five (45) days prior to such Election Meeting unless a shorter notice period is approved by at least 2/3rds of the Board.
2.3. Submitting Nominees to the Secretary. The Nominators for the relevant Group’s Sections will provide the Secretary their Section’s one Nominee for Representative no later than 21 days before the Election Meeting. Nominees submitted to the Secretary by this deadline will be referred to as “Submitted Nominees.” The Nominators will choose the Nominees under the provision of each Section’s Administrative Bylaws. The Secretary will identify the Submitted Nominees to the Board no later than 14 days before the Election Meeting. If a Nominator does not timely submit a Nominee, the Board will consider the Nominee separately at the next scheduled Regular Meeting, Special Meeting, or Annual Meeting. If due to a Section’s failure to timely submit a Nominee or subsequent Nominee after rejection by the Board, and the Board does not approve a Nominee before the Section’s Representative’s term expires, the position is vacant until the Board approves a Nominee.
2.3.1. Example. Assume the Chair sets the Election Meeting for June 21, 2019. Therefore, the Group II Nominators must submit their Nominees for Representative to the Secretary no later than May 31, 2019. The Secretary will then identify the Submitted Nominees to the Board no later than June 7, 2019.
2.4. Confirmation of Eligibility. The Executive Director or the Executive Director’s designee will confirm that each Submitted Nominee satisfies the qualifications in CLA Bylaws Art. IV, Section 4, and will inform the Secretary of any ineligible Submitted Nominees of the reason for their ineligibility. The Secretary will then inform the Nominator of the ineligibility, and the Nominator will provide an alternative Nominee. Any dispute regarding eligibility will be resolved by the Board by majority vote.
2.5. Election Meeting.
2.5.1. Closed Session. The Election Meeting will be held in closed session.
2.5.2. Motion for Approval as a Slate. At the Election Meeting, the Secretary or the Secretary’s designee shall move to have the Board elect the Submitted Nominees as a slate. Such motion need not be seconded, and can pass (after discussion, if any) if approved by a majority of present Representatives. If the motion to approve the slate of Submitted Nominees does not pass, then the Secretary or the Secretary’s designee will make a separate motion as to each Submitted Nominee. Such motions need not be seconded, and can pass (after discussion, if any) if approved by a majority of the present Representatives. The Board must hold a vote on each such motion.
2.5.3. Guidance on Board Decision. The Board generally defers to the Nominator’s selection. In its analysis of the Nominee, the Board may consider the Nominee’s disciplinary and criminal record, any violations of the CLA’s policies, and the risk that the Nominee may harm the CLA, its assets, reputation, or operations, as well as other factors.
2.5.4. Notice to Nominators and Nominees of Results. The Secretary or the Secretary’s designee shall notify the Nominators and Nominees of the results of the Election Meeting, and provide any Nominee approved by the Board with a copy of these Procedures with reference to the opportunity to run for a Board Officer position. Any Nominator whose Nominee the Board did not approve will provide a new Nominee to the Secretary chosen under the provision of the respective Section’s Administrative Bylaws.
2.5.5. Representative Who is Also a Nominee. To the extent any Representative is also a Nominee, the Representative should vote on the Nominees, include her or his own nomination, but the Representative being considered are asked to leave during the debate portion.
3. Election of Board Officers
Consistent with CLA Bylaws Article VI, Section 2-4, the following procedure shall apply to the election of the Board’s Chair, Vice Chair, Secretary and Treasurer (“Board Officers”):
3.1. Timing. Board Officer Elections will take place at the Election Meeting after the election of Board Representatives.
3.2. Qualifications for Nomination. The following qualifications apply to a nominee for a Board Officer position:
3.2.1. Representative in Office During the Term. A nominee for a Board Officer position must be qualified as and elected to serve as a Representative for the term for which the Board Officer nominee would serve. This includes Representatives elected at the Election Meeting.
220.127.116.11. Example. In 2019, incumbent Group I Representatives and Group II Representatives elected at the 2019 Election Meeting would satisfy this qualification.
3.2.2. Limitation on Consecutive Terms. A nominee for the Chair, Vice Chair, or Secretary position must not be the incumbent Officer for that position, unless that Board Officer nominee served only a partial term of ten months or less as of the second day after the Annual Meeting closes. This limitation on consecutive terms does not apply to the Treasurer. Additionally, an incumbent Officer may be the nominee for a different Officer position.
18.104.22.168. Example. In 2019, the incumbent Vice Chair may not seek another term as Vice Chair but would satisfy this qualification if she seeks a new position as Chair.
22.214.171.124. Example. In 2018, the incumbent Chair, Vice Chair, and Secretary would have served only eight months of their terms, because their initial terms began in January 2018 and the Annual Meeting is in September 2018. Therefore, the incumbent Chair, Vice Chair, and Secretary would satisfy this qualification if they sought reelection to the same Officer positions.
3.3. Nomination Process.
3.3.1. Self-Nomination. Any qualified individual may nominate herself or himself for a Board Officer position. Individuals can nominate themselves for as many Board Officer positions as they want, if they are eligible.
3.3.2. Nominee Statements. Nominees should submit a single 1-2 paragraph statement certifying that the nominee satisfies the qualification in Section 3.2, above and describing why the nominee would like to serve as an officer. Each nominee should submit a single 1-2 paragraph statement, not one statement per position applied for.
The statement should include answers to the following questions:
- What assets would you bring to the Board and the officer group team dynamic?
- What is your vision and what would you like to see CLA accomplish during the year?
3.3.3. Submission of Nominations. Nominations are due to the Executive Director no later than 14 days before the Election Meeting. The Executive Director may, in the Executive Director’s sole discretion, extend the deadline for any Officer position for which there are fewer than two nominees.
3.3.4. Confirmation of Eligibility. The Executive Director or the Executive Director’s designee will confirm that each nomination conforms with the qualifications in Section 3.2 above and will inform ineligible nominees of the reason for their ineligibility and remove them from consideration for the position. Any dispute regarding eligibility will be resolved by the Board by majority vote.
3.3.5. Distribution of Nominations. The Executive Director will timely distribute nominations and the accompanying statements and certifications to the Board.
3.4. Election Process
3.4.1. Closed Meeting. The election portion of the Election Meeting (“Officer Election”) will be closed.
3.4.2. Officer Election Chair. If the Chair is not a nominee for a Board Officer position, the Chair will chair the Officer Election. If the Chair is a nominee for a Board Officer position, the Chair will appoint a Representative who is not a nominee for a Board Officer position to chair the Officer Election. The chair of the Officer Election is the “Officer Election Chair.”
3.4.3. Order of Elections. Elections are held in the following order: Chair, Vice Chair, Treasurer, and Secretary. If a nominee is elected to a position, her name is removed from consideration for positions whose elections follow in the above order.
3.4.4. Presentation and Debate. Time will be allotted at the Officer Election for each nominee to present on her own behalf and answer the Board’s questions, with the time limited as reasonable given the number of nominees, in the Officer Election Chair’s sole discretion. Debate shall be had, if requested by any Representative, before each position is elected. Nominees for the Board Officer position being considered are asked to leave during the debate portion.
3.4.5. Voting. Election voting is done by secret ballot, to be tallied and reported by the Executive Director or the Executive Director’s designee. Only incumbent Representatives vote in elections; Representatives taking office only after the Annual Meeting do not vote in elections. Nominees may vote in the election for the positions to which they are nominated. If elections are uncontested, candidates may be elected by acclamation.
3.4.6. Run-off. If there are more than two nominees for a position, and no nominee receives a majority of the votes, the top two nominees will have a run-off election. In the event of a tie, the Board should have further debate and then another election. If further debate does not resolve the tie, then the tie shall be determined by lots in a manner determined by the Officer Election Chair.
4. Elections of President and Vice President
4.1. Timing. President and Vice President elections will take place at the Election Meeting after the election of Board Officers.
4.2. Nomination Process and Nominee Qualifications.
4.2.1. There shall be a nominating committee comprised of the Board Chair (the outgoing Chair) and at least two at-large members named by the outgoing Chair. In years when individuals are elected to the offices of President and Vice President, the President (outgoing) shall also serve on the nominating committee.
4.2.2. Sections and any members may propose names to the Nominating Committee for consideration of nomination to President or Vice President. They must do so no later than twenty-one (21) days prior to the Election Meeting.
4.2.3. Nominees for President and Vice President shall be elected from among candidates nominated by the Nominating Committee as set forth in CLA Bylaws, Article VI, Section 2 and meet the qualifications set forth in the CLA Bylaws, Article VI, Section 4.
4.2.4. The Nominating Committee shall provide candidate names to the Secretary no later than eighteen (18) days prior to the Election Meeting.
4.2.5. The Secretary shall distribute candidate names to the Board no later than fourteen (14) days prior to the Election Meeting.
4.3. Order of Elections. Elections are held in the following order: President and then Vice President. If a nominee is running for both President and Vice President and elected to President, then her name is removed from consideration for Vice President.
4.4. Run-off. If there are more than two nominees for a position, and no nominee receives a majority of the votes, the run-off provisions of section 3.4.6. shall apply.
5. Timeline of Events
The chart in this section shows the deadlines described in Sections 2-4, for ease of understanding. In the event there is any conflict between the chart in this Section 5 and the text of Sections 2-4, the text of Sections 2-4 apply. References to sections are internal to this Elections Procedures document.
|Election Meeting (for Representatives, Board Officers and, in odd-numbered years, President and Vice President)||At least 45days after notice of the Election Meeting||§ 2.2|
|Deadline for Section’s Nominator to submit Nominee for Board Representative||21 days before the Election Meeting||§ 2.3|
|Submission of nominations for Officer positions||18 days before the Election Meeting||§ 3.3.3|
|Identification of Nominees and Officer candidates to the Board||14 days before the Election Meeting||§ 2.3|
|Board Representative elections||At the Election Meeting prior to Board Officer elections||§ 2.5|
|Board Officer elections||At the Election Meeting following Representative elections||§ 3.1|
|President and Vice President elections||At the Election Meeting, in odd-numbered years, following Officer Elections||§ 4.1|
Adopted as revised on x/xx/xx.