Students for Fair Admissions, Inc.’s (“SFFA”) General Members are entitled to elect one (1) individual to serve on SFFA’s Board of Directors (the “Member-Elected Director”). SFFA’s Bylaws provide that the Board of Directors is responsible for determining the time, method, manner, and eligibility of voting for such elections. The following election procedures shall be followed when an election for a Member-Elected Director is required by the Bylaws.
1. Announcement of Election. The Board of Directors shall send an email to its General Members announcing that there will be an election for the Member-Elected Director. The date on which the announcement email is sent shall be the “Record Date,” which shall be used to set the deadlines below and to determine eligibility to participate in the election. The announcement email shall call for self-nominations, clearly identify all deadlines, and include a copy of these election procedures.
2. Candidate Qualifications. A candidate for Member-Elected Director must be a General Member of SFFA as of the Record Date.
3. Nomination Process. Any individual who would like to be a candidate for Member-Elected Director must submit a self-nomination no later than fourteen (14) days after the Record Date at 11:59 P.M. E.D.T. The self-nomination must include the candidate’s name, address, telephone number, email address, and a personal statement of 500 words or less describing the candidate’s qualifications and explaining why the candidate would like to serve on SFFA’s Board of Directors. The self-nomination must be submitted via email to the email address specified in the announcement email.
4. Selection of Nominees; Appearance on Ballot. No more than five (5) candidates shall appear on the ballot. In the event that more than five (5) individuals submit self-nominations, the Board of Directors shall select five (5) nominees to appear as candidates on the ballots.
5. Eligibility to Vote. Any individual who is an General Member of SFFA as of the Record Date is eligible to vote in the election for Member-Elected Director. Each eligible voter is entitled to cast one ballot in the election. Cumulative and proxy voting are prohibited.
6. Distribution of Personal Statements and Ballots. No later than twenty-one (21) days after the Record Date, the Board of Directors shall send an email to the General Members eligible to vote setting forth the name, city/state, and personal statement of each candidate as well as a link to the online ballot.
7. Voting Period. The time period for voting shall begin as soon as the ballots are distributed and shall end twenty-eight (28) days after the Record Date at 11:59 P.M. E.D.T.
8. Winner. The candidate receiving the highest number of votes shall be elected. In the event of a tie between candidates, the Board of Directors shall determine the tie by a coin toss. The Board of Directors has the sole authority and discretion to resolve any disputes concerning the election.
9. Declaration of Winner. No later than thirty-one (31) days after the Record Date, the Board of Directors shall email the General Members declaring the winner of the election. The winner shall take office immediately upon this declaration.
10. Amendment of Procedures. The Board of Directors may amend these procedures at any time without notice, provided that such amendments do not take effect during the time period between the Record Date and the declaration of the winner.