Board Elections 2024

Three (3) Director’s positions are up for election with the Director’s Terms commencing at the 2024 Annual General Meeting to be held on line on Late June 23rd, 2023 between 1300 and 1600 EDT. The Nominating Committee can be reached through the Society Office at 416 924 7973 or by email at RASC President.  The closing date for nominations is March 31, 2024.

Candidate Eligibility

Here are the rules for candidate eligibility as set out in The RASC Policy Manual:

As is provided in Section 126 of the Canada Not-for-Profit Corporations Act(The Act), the following persons are disqualified from being a director of the Society:

There are three methods of nominating a person to stand for election as a director of the Society, as described below.

1. Method 1: A member may be nominated by at least five other members of the Society before the AGM, as provided below.

2. Method 2: Any member of the Society may make a written proposal for the nomination of one or more members as directors, but such proposal:

   (i) must be made in accordance with the requirements of (A) Section 163 of the Act, and (B) the Regulations (SOR/2011-223) under the Act;

(ii) must be signed by at least five per cent of the members of the Society; and

(iii) must be received at the Society’s office between 90 and 150 days before the anniversary of the last AGM, in accordance with the Act and the Regulation under the Act, in order to allow the proposal to be included in the notice of and agenda for the AGM.

3. Method 3: A member may also be nominated by any other member at the AGM, as provided under the heading “Election Procedure at Annual General Meeting” below. Participation on the RASC Board of Directors is a leadership experience that provides rich opportunity for personal and astronomical growth!

Nominations before the AGM

Nominations before the AGM may be made in accordance with the following procedure, subject to such modifications as the Nominating Committee may determine are appropriate in the circumstances of a particular election:

• Between the last AGM and the end of the calendar year – The Nominating Committee will determine (i) the number of positions on the Board of Directors that will likely be vacant as of the next AGM, and (ii) the appropriate and desired skills and attributes of nominees for the election of directors to fill the expected number of vacancies.
• January in the year of the election – A notice asking members for nominations for the expected Board vacancies will be made to the National Council, will be published on the Society’s website, and will be sent to all members electronically. The notice shall state the last day (the “Nominations Close Date”) when nominations must be received at the Society’s office, as determined by the Nominating Committee. The notice will state (i) the number of positions on the Board of Directors that will likely be vacant as of the next AGM, and (ii) the appropriate and desired skills and attributes of nominees for the election of directors to fill the expected number of vacancies, as determined by the Nominating Committee.
• Any otherwise qualified member of the Society may stand as a nominee for election as a director at the forthcoming election.
• Mandatory Statements of Support for every Nominee: Every nominee must file with the Society’s office, by regular mail or e-mail, (i) a request to be a nominee for director at the upcoming AGM, and (ii) written statements of support for such nomination from five members of the Society. Each statement of support must (i) state that the supporting person is a member of the Society, (ii) identify the supporting member by name, and (iii) be dated and signed by the supporting member.
• Candidate’s Statement: Every nominee is encouraged to include with the nominee’s nomination a Candidate’s Statement of up to 500words, including:
  • the nominee’s previous experience with councils, committees and any other governance or service bodies of the Society at both the National and Centre levels;
  • any work and experience outside the Society that may be relevant to the Society;
  • the candidate’s goals for the Society, how the candidate would contribute to the Board if elected, and why the candidate should be elected as a director; and
  • a suitable photograph in electronic format and contact information for the candidate.
• Nominating Committee review of candidates: Immediately after the Nominations Close Date, the Nominating Committee will (i) review the proposed nominations of all candidates, (ii) ensure that all nominations are proper and in accordance with this Policy. If any nomination is deficient, the Committee will inform the candidate of the deficiency, and give the candidate an opportunity immediately to rectify the deficiency, if it is capable of being rectified.
• All candidates who are approved as nominees by the Nominating Committee will be considered to have been nominated as directors.
• The Nominating Committee will then determine which of the confirmed nominees it will recommend for election as directors. In determining which nominees to recommend, the Committee will consider (i) the skills and attributes that it has identified as being appropriate and desired for directors, (ii) each Candidate’s Statement, and (iii) any other factor that the Committee considers appropriate.
• The Nominating Committee will ensure that the following information is included in the notice of the AGM that will be given to all Society members:
  • the name and Candidate’s Statement of each nominee who has been nominated before the AGM under this provisions; and
  • those nominees whom the Nominating committee recommends be elected as directors.

Nomination Deadline: March 31

Election Procedure at Annual General Meeting

• The election will be conducted by a presiding member of the Society, who shall be the Chair of the AGM, or in the event that the Chair is a nominee for director in the election, such other person as the Board selects. The presiding member may be assisted by up to two members who are not directors or nominees, and may also be assisted by the Society’s Executive Director and office staff.
• The presiding member will read the names of nominees who have been nominated by the Nominating Committee, and any nominees who have been nominated by member proposal before the AGM.
• The presiding member will ask whether the members wish to make any additional nominations. In accordance with subsection 128(9) of the Act, an individual may not be elected as a director unless:
  • “(a) the individual was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or
  • (b) the individual was not present at the meeting when the election or appointment took place and
    • (i) consented to hold office as a director in writing before the election or appointment or within the prescribed period, or
    • (ii) has acted as a director after the election or appointment”.
• If the total number of nominees does not exceed the number of vacant director positions, then all nominees will be acclaimed as directors of the Society.
• If the total number of nominees exceeds the number of vacant director positions then members of the Society who are present at the AGM in person or electronically will be entitled to vote for their preferred nominee, in accordance with the following:
  • a. Each member may cast a vote for a nominee for each vacant position on the Board of Directors (example: If there are three vacant position to be filled at the election, and four or more nominees, each member may vote for up to three nominees).
  • b. The presiding member will state the name of each nominee in random order. After each name is called, members attending at the AGM electronically will be given sufficient time to cast their votes, and members attending the AGM in person will be asked for a show of hands in favour of that nominee. The show of hands will be counted and announced, and will be added to the number of affirmative electronic votes, yielding the total number of votes for that nominee.
  • c. After the votes have been cast and counted for all of the nominees, the presiding member will announce the total number of votes case for each candidate, and will declare elected as directors those nominees who received the greatest number of votes required to fill the vacancies on the Board.
  • d. In the event of a tie vote for the last available vacancy, a second run-off vote will be held between only the tied nominees, and the nominee with the greatest number of votes will be declared elected. In the event of a tie vote, the tie shall be broken by a coin toss.

Chair, Nominating Committee
The Royal Astronomical Society of Canada