ASSOCIATION OF RETIREES OF THE
INTER-AMERICAN DEVELOPMENT BANK
REGULATIONS GOVERNING VOTING AND COUNTING
A. GENERAL ELECTIONS
General Elections are organized to elect Directors and Officers, for referenda and to reform Bylaws. General Elections shall be conducted through an electronic voting system1, as determined by the Board. Deadlines and dates to perform the activities required for General Elections are set out in the Bylaws; failing this, they are determined by the Board.
1 Interim Provisions, Article 28 to 32, refer to the possibility to vote by regular mail.
Only Active Members of the Association shall be entitled to vote, as set forth in Article 4 (a) (i) of the Bylaws.
For a General Election to be valid, at least twenty percent (20%) of the Association’s Active Members must have cast valid votes. In the event of a referendum to amend the Association’s Bylaws or Act of Incorporation, the minimum percentage is 35 %.
B. THE ELECTION OF DIRECTORS AND OFFICERS
Selection of Candidates. The election process begins with the appointment of the Nominating Committee, which shall consist of five (5) active members. These are selected by the Chairman, who shall submit them to the consideration to the Board for approval.
The Nominating Committee shall submit a report to the Chairman containing the results of its endeavors within the stipulated time frame. The Committee shall attempt to select at least two (2) candidates for each vacant executive position that needs to be covered.
The Chairman shall submit to the Board, for approval, a list of candidates for the vacant positions that need to be covered; such list shall subsequently be presented to the Active Members. The list shall be emailed to the active members no later than ninety (90) days prior to the date scheduled for the elections, which will be the last day set to receive the votes. The Association’s Active Members may propose candidates up to seventy (70) days prior to the scheduled election date. The proposal shall be addressed to the Association’s Secretary; it shall include the acceptance of the proposed candidates and shall be signed by at least ten (10) Active Members for each proposed candidate. The names of said nominees shall be notified to the Active Members at least sixty (60) calendar days prior to the elections. (Art. 6, (b) (i) of the Bylaws).
The Chairman shall inform the Board of the new proposed nominees so that they may be included in the ballot. He/she shall send the call for elections to the Active Members, pursuant to the voting procedure set forth in Article 11 of these Regulations.
Call for Elections. Subject to the Board’s approval, and at least ninety days prior to the scheduled date for each voting, the Chairman shall email a Memorandum notifying the call for elections to the Active Members and shall include, as the case may be, background regarding the plebiscites or biographical information of the nominees, as well as the deadline for voting.
C. REFERENDUMS AND REFORMS OF BYLAWS (Art. 5(f) and Art. 13 of the Bylaws)
Through a consultation, the Board may submit any urgent matter or question of common concern, including any amendment to the Bylaws, to the consideration of the Active Members. Furthermore, it shall submit to the Active Members for consultation the written motions for resolution, signed by at least ten percent (10 %) of the Active Members, calculated from the date the motion is filed at the Secretary’s Office. Such consultation shall be performed by electronic voting within forty-five (45) days after being submitted to the Board. Should the subject of the Active Members’ motion be of the purview of the Board and the latter agreed with the proposal, the consultation would not be mandatory.
The Chairman of the Board, subject to the Board’s approval, shall submit the consultation, pursuant to the voting procedure set forth in Article 11 of these Regulations. The deadline for voting shall not be less than sixty (60) days or more than ninety (90) consecutive days following the date at which the consultation has been mailed.
D. VOTING SYSTEM
Voting shall take place through an electronic voting system, by using an online voting website external service with the following specifications:
a)Each Member shall maintain a duly updated electronic mail address in the Association’s records in which it may receive vote calls, information on dates, background on the consultations, referendums or elections for directors and officers, voting instructions, and so on.
b)60 days prior to the closing date of each voting, each Member shall receive an email summoning him/her to participate in which it shall be stated that in order to vote, such Member must type in his/her six-digit membership number (IDB employment number) and a password that will be provided in such email.
c)Each Member’s voting information shall be kept totally confidential throughout the voting process, at the closure thereof, at the issuance of results’ reports and analysis of results. The data shall be encrypted by the system.
d)The Association shall use its best efforts to ensure all its Members can vote, including the regular update of its data base, in order to ensure the proper maintenance of the valid email addresses for each of its active Members.
E. VOTE COUNTING AND RESULTS
The counting of the votes shall be automatically performed by the electronic voting system at the closing date of each vote. The online voting website external services shall deliver the results to the Vote Counting Committee mentioned in Article 13.
The Chairman shall constitute a Vote Counting Committee subject to the Board’s approval, consisting of three (3) Active Members; its purpose shall be to receive the results of each voting from the external service administering the electronic voting system, and carry out the review and auditing tasks deemed relevant to ensure that the voting has been safely processed and that the votes have been counted in an accurate and reliable manner.
The Committee shall submit its report to the Chairman at least three (3) days prior to the date scheduled for the General Meeting; it shall state the result of the voting and the resulting recommendations pursuant to the provisions contained in these Regulations.
The Vote Counting Committee may recommend that the Board void a voting if it deems the results of the process are not reliable. Furthermore, should the total votes fail to involve twenty percent (20 %) of the Active Members, the Board shall annul the voting. If this should occur during elections of Directors and Officers, the Board shall request from outgoing Directors that they remain in their position or shall appoint temporary Members until the next election scheduled in the Bylaws.
Elected candidates shall be elected by a simple majority, as long as the votes obtained by the relevant candidate represent no less than twenty-five percent (25 %) of the total valid votes. Should the election results indicate that one of the elected candidates did not obtain at least twenty-five percent (25%) of the total valid votes cast, the Board shall decide whether it approves the election or whether it resolves to hold a new voting session for the relevant position.
In case of a tie between candidates to a same position, the Board shall appoint the successful candidate at random between said tied candidates.
The options to be decided in a Referendum shall be approved when these have obtained the absolute majority of valid votes.
Amendments to the Bylaws and/or Articles of Incorporation shall be approved by two thirds (2/3) of affirmative votes from all voting Active Members, as long as no less than thirty-five percent (35%) of the total Active Members cast their vote, pursuant to Art. 13 (a) of the Bylaws.
F. VOTING AT THE ASSEMBLY
The Association’s General Assembly shall adopt its resolutions by absolute majority of the votes cast by the Active Members present in the meeting. A ten percent (10 %) quorum of the total Active Members in the General Assembly shall be required for it to be valid. (Art. 5 d) of the Bylaws).
In any General Assembly the Active Members present shall be registered. Only registered Active Members may vote. To register, Members entering into the session hall shall sign the Association’s Active Members official list.
Voting on Procedures. When the decisions to be taken by the General Assembly are a matter of procedure, such as approving the Agenda or Board reports, these shall be approved by simple majority of votes cast by the Active Members present. In other matter, a qualified special majority shall be required, as provided in Art. 5 (e) of the Bylaws.
Voting Procedure. The Chairman shall propose the procedure of the voting to be applied to the Assembly, in terms of the decision that needs to be made. The rule of thumb will be that of “revealed vote”, in which the Secretary will name the Active Members present so that they speak out either in favor (Yes) or against (No) the proposal that is being voted on. Should Members wish to, they may also vote “present” or “abstain”.
When voting on procedures, the consensus method may be used, by which the Chairman submits a motion to the Assembly. If none of the Active Members comments on the motion, it shall be approved. In case of remarks, the procedure listed in the previous article shall apply.
A “secret vote” shall be cast on ballots in sealed envelopes only when the Assembly agrees to by absolute majority of Active Members present. In such case, the Secretary and Assistant Secretary shall be responsible for opening and counting the votes, which shall be done during the meeting.
Whenever detailed voting rules are to be determined, the Chairman shall follow the guidelines contained in “Robert´s Rules of Order”.
The General Assembly may not modify, cancel, or dismiss the results of the General Election in case of plebiscites, referendums, Bylaw reforms, or other general elections held pursuant to the provisions contained herein.
Members who do not have an active email address or who have expressed their preference for voting by regular mail shall receive through this medium:
a) A memorandum from the Chairman notifying Active Members about the call for elections.
b) Voter’s ID card, where the voter shall write his/her full name and sign.
c) A ballot with the names, listed alphabetically, of the candidates to the Board for each position to be filled, on which the voter shall indicate his chosen candidate(s). The ballot shall be exclusive for each election and may not include or submit any other referendum to Active Members.
d) Biographical information on the candidates and their pictures, whenever possible.
e) An envelope marked with the Word “Elections” where only the ballot shall be inserted.
f) An envelope bearing the Association’s address in which only the following shall be inserted: (i) The voter’s ID card, and (ii) the sealed envelope bearing the Word“Elections” with the ballot in it.
g) Instructions stating, among others, the deadline to receive the envelopes, the number of positions up for election, the manner in which the ID card and the ballot need to be filled out, and the conditions to be met for the cast vote to be valid.
Envelopes containing voting ballots and ID cards that are received at the Associationheadquarters shall be kept unopened in a safe place by the Secretary, until the dayscheduled for the meeting of the Voting Committee. On that day, the AssociationSecretary shall deliver the envelopes received within the prescribed period to the VotingCommittee, after counting them. Furthermore, the Secretary shall provide thealphabetical list of the Association Active Members entitled to vote.
In order to speed up and ensure the proper counting and rating of votes, the Committeemay divide split the work into groups among its members. The sequence andcharacteristics of each work phase are listed below:
(1) First: Each envelope delivered by the Association Secretary is opened and thefollowing is ensured: (a) That the Member is eligible to vote by regular mail; (b) That itcontains the voter’s ID card duly filled out; and (c) That it contains the envelope bearingthe words “Election” or “Referendum”. Should any of these conditions not be met, therelevant envelope and its contents are dismissed.
(2) Second: The Active Member’s status is checked against the voter’s ID card and theAssociation’s list of Active Members; those who fail to meet this condition are rejected.
(3) Third: The envelopes marked with the words “Elections” or “Referendum” areopened; envelopes that (a) do not contain the ballot; (b) have a blank ballot; or (c)contain a ballot including any type of additional writing different from the requiredinscription that prevent the Voting Committee to determine the voter’s intention shall berejected. The envelopes that have not been rejected contain the valid votes for thepurpose of the polling.
(4) Fourth: The votes obtained by each candidate for the relevant vacant position arecounted. If the ballot contains several positions up for election and some have not beenfilled, the vote shall be valid as far as the properly covered positions are concerned.However, if for a particular position a higher number of candidates has been checked, thevote for that position shall be voided. When voting in Referendums and Reform ofBylaws, the votes obtained by each option are counted.
The Voting Committee shall combine the results of the count of votes cast by regular mailwith the results gathered from the electronic vote system administrator external serviceto draft the report mentioned in Article 14 herein.
Interim provisions shall be valid until the Board deems necessary.