Procedure for Elections to the TOPRA Board
(To be read in conjunction with the Articles of Association currently in force)
Timings and deadlines
The elections are held annually and the results (ie the composition of the new Board including those elected to serve) are presented at the Annual Review Meeting (ARM). The Board will decide the date of the elections and the date and location of the ARM*.
* In accordance with its constitution as laid down in the Memorandum and Articles of Association Clause 10.1, TOPRA does not hold a formal Annual General Meeting, and is no longer legally required to hold one, but does have a requirement to hold an Annual Review Meeting
Prior to the election, existing Board members are reminded by e-mail of their election status by the Executive Director. An ARM must be held in accordance with the Memorandum and Articles of Association (M&As) of TOPRA. The date should normally be no more than 15 months since the last ARM. The M&As require that all members are advised of the date of the ARM not less than 14 days before the meeting together with the motions received, nominations received, voting papers, proxy forms and full agenda.
As soon as the date of the ARM is set, an election timetable is developed by the staff member overseeing the elections which should enable members to have plenty of opportunity to consider and submit nominations and to cast their votes in the case of a contested election. Other than the constitutional deadline for notice of the ARM, this timetable has no legal standing and deadlines may be extended at the discretion of the staff member overseeing the nomination and election process, or at the direction of the Board. However, deadlines that have been set are not flexible for individuals (ie it is not possible to allow ‘late’ nominations or votes).
Notification to Members
In accordance with the election timetable, all members are notified by e-mail of the ARM date and requested to submit nominations for Board positions. The ARM date and request for nominations is also published in In Touch and on the member area of the TOPRA website. Hard copy mailings are NOT done but members may request a hard copy of any of the documentation.
Note: Members will also be reminded of their right to submit motions for debate and voting, which would require an Extraordinary General Meeting (EGM) to be held, either as part of the ARM or on a separate occasion (Clause 10.3 of the M&As). In the case of an EGM, the deadlines and quorum requirements outlined in Clauses 10, 11 and 12 of the M&As will apply.
- Nominations may be submitted by post, fax or e-mail.
- Nominations received are checked for validity by the staff member overseeing the elections. Invalid nominations are those that are received after the published deadline, unsigned nominations, nominations that are incomplete, nominations for or supported by Honorary Life Members (who do not have voting rights) or nominations that are supported by non-members/lapsed members.
- Members can only stand for ONE position at each election. Nominations for the same member for more than one position will be declared invalid.
Who can stand for election?
- Any current paid-up Member, Registered Member or Fellow who has been a member for at least ONE FULL CALENDAR YEAR may stand for election. Nominations from members who have joined since the January of the year of the election will not be accepted.
- Neither place of work nor geographical location is a limiting factor, but those standing to have particular responsibilities for regions (ie the Board members with responsibilities for North America or Europe) should demonstrate in their nomination how their experience has relevance to the role they are being nominated for.
- Members need not have previously served on TOPRA committees prior to nomination but this can be an advantage.
- All nominees must be eligible and legally able to serve as a Director of a UK company.
If only one valid nomination is received for a vacancy on the Board, that nomination is uncontested. The Board will be asked to vote on a Motion to approve that candidate, and if that is passed, the nominee is elected to that position. The nominee will be advised of this situation.
Contested positions and voting
The membership will be advised of the nomination status (contested and uncontested) of each position to be filled by e-mail and invited to vote for their preferred candidate(s) in contested positions.
Members are requested to cast their votes by on-line poll, (but may use post, fax or e-mail) by a date that is set in the logistical timetable.
All Members, Registered Members, and Fellows who are current paid-up members at the time of the election may vote. Students and Honorary members or those who have not paid their membership fee at the time of the election may not vote.
All votes received are collected and checked for validity (ie the voter is a current paid-up member and entitled to vote).
Spoilt votes, duplicate votes and those from members not entitled to vote (eg Honorary members, lapsed members) are disregarded.
As most votes are received on-line the count is calculated automatically and the any hard copy votes are added to the totals manually (checking for duplicates).
At the close of voting, the file is passed to a separate adjudicator for review and confirmation of the counting.
The count is prepared, and the results presented and agreed by the adjudicator in a document for the file.
Announcement of results
- The current Board will be advised of the successful candidates in advance of the ARM and will be asked to pass a resolution accepting the outcome.
- Nominees will then be informed of the outcome of the election, in confidence, prior to the ARM by the Executive Director.
- The result is first formally released to the membership at the ARM by the Returning Officer.
- The result is then made available in In Touch, on the web site and in Press Releases.
- It is normal policy for the exact number of votes not to be revealed. If a question is received from the floor, the response would be that this is not policy but that an independent auditor has counted and verified the results and the procedure and documentary evidence of this is on file.
- Successful candidates will be contacted to advise them of the result and to ask for relevant Companies House information for filing. At the same time, electronic forms are completed for resigning Board members.
Term of office
The Board is announced at the ARM in accordance with the M&As of TOPRA. The new Board takes up its duties on 1 January following the ARM. The officers of the Board will serve a year from this date and executive members a 2-year term.
In the event that no nominations are received for a vacant position, or a position becomes vacant before the next election is due, such casual vacancies may be filled by appointment of a member to such position by the Board for a period equal to the length of the term that the position would be held if elected (Clause 6.5). The choice of candidate for such appointment is at the absolute discretion of the Board.
Co-option to fill skills gaps
In addition, in order to ensure adequate representation of geographical, sectoral or business interests on the Board, the Board may from time to time appoint up to three additional co-opted members to the Executive for a term of 1 year from the date of appointment to the Board, and the re-appointment at the end of such term may be renewed by the Board (Clause 6.6). The choice of candidate(s) will be made following an audit of the skills of the Board and the selection of the candidate(s) will be made at the absolute discretion of the Board, who will record in the Board minutes the reason for the selection of the co-opted Member.
Note: in this document the ‘staff member responsible for elections’ will usually be the person who is responsible for performance of Company Secretary duties.