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September 2006

Ask ABC: How is the ABC board of directors elected?

The ABC board of directors is made up of 36 members: 19 advertiser and advertising agency members and 17 publisher members. Each director serves a two-year term. If there is a vacancy between annual meetings, the board of directors may fill the vacancy by a majority vote until the next annual meeting. At the meeting, the membership either votes to re-elect the current director appointee or elect someone else to fill the vacant position. Open directorships and expiring terms are posted on ABC’s Web site.

The directors are elected each year at ABC’s annual meeting and conference during the divisional meetings. Here are a timeline and summary of the election process:

August

In August, the ABC membership is notified of expiring director terms and vacant positions. The membership then has the opportunity to submit written nominations for ABC directorships. Nominations must be submitted for directors seeking re-election and anyone seeking a directorship for the first time.

The written nominations must be made by an eligible voter and must include the following information:

  • Name of the nominee
  • Directorship for which the nomination is made
  • Signature of nominator
  • Signature of a seconder
Both the nominator and the seconder must be eligible voters. An eligible voter is defined in Bylaw 2.5 Member Representative, Proxy Execution as the designated ABC member representative or an officer of the company holding the membership.

September

Director nominations must be received at ABC headquarters no later than 60 days prior to the opening session of the meeting. The deadline for this year’s nominations is Friday, Sept. 8, 2006.

October

Once the deadline is closed for written nominations, the board secretary mails the official Secretary’s Notice of the Annual Meeting to ABC member representatives. ABC Bylaw 6.1 Time and Place of Annual Meeting stipulates that notice must be given to the membership no more than 40 days and no less than 10 days in advance. This year the notice will be mailed on Friday, Oct. 2, 2006. The mailing serves as the official notice of the annual meeting and includes voting procedures, biographies of eligible board candidates and proxy instructions.

If the eligible voter cannot attend ABC’s annual conference, a proxy allows them to assign their vote to any person attending the annual conference, with the exception of an ABC staff member.

November

Completed proxy forms must be received at ABC headquarters by 5 p.m. CT on the Friday preceding the annual meeting. This year the proxy forms are due Nov. 3, 2006.

The board members are elected at the annual conference during the divisional meetings. Each ABC membership division (daily newspapers, weekly newspapers, consumer magazines, business publications, farm publications, advertisers, advertising agencies and the Canadian group) meets during the annual conference to elect directors to the ABC board and discuss issues relevant to their specific division. This year the divisional meetings are held on Friday, Nov. 10, 2006 at 9:30 a.m. Attendance at the divisional meeting does not require attendance and registration at the annual conference. However, pre-registration is still required for those only attending the divisional meeting.

At the registration table, eligible voters receive envelopes attached to their name badges. The envelope contains a report detailing the number of votes that person has been assigned, at what divisional meetings that person is eligible to vote and if the vote or votes are personal or proxy votes. If the vote is a proxy vote, the report will also list the member who assigned the proxy. The eligible voter must bring this report with them to the divisional meetings in order to cast their vote or votes.

If there is more than one nominee, the election will be conducted by paper ballot. The votes are cast on pre-printed ballots and signed by the voter. After the ballots are collected, the ABC assistant secretary and legal counsel validate and tally the votes. Each ABC board candidate may have an observer in the room while the votes are tallied. The assistant secretary will then return to the divisional meeting and announce the outcome of the election. The directorships are effective immediately.

During the divisional meetings, a nomination may also be made from the floor. A floor nomination follows the same standards as a written nomination – the nominator must be an eligible voter and another eligible voter must second the nomination. If a floor nomination occurs, the ballot is amended by hand and then regular voting procedure is followed.



Related Links:
Ask ABC: What Happens at an ABC Board of Directors Meeting?
ABC’s 92nd Conference and Annual Meeting
Bylaw 2.5 Member Representative, Proxy Execution
ABC Bylaw 6.1 Time and Place of Annual Meeting

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