Common use of Nomination and Election of Voting Directors Clause in Contracts

Nomination and Election of Voting Directors. The Members will elect up to four Voting Directors. Each Member may nominate one (1) candidate for the Board, who must be a natural person who is an employee, officer or director of such nominating Member. The Chair (or Chair’s designee) shall timely notify the current Members of any nominations to the Board and fix the time, place, and manner of a vote on the open Voting Director positions. Each Member shall have one vote for every Voting Director position that has not been filled and may not vote more than once for any candidate. The candidate receiving the most votes shall be admitted to the Board for each Voting Director vacancy, provided that candidates must receive at least one-third of votes cast to be elected to the Board. If no candidate receives at least one-third of votes cast, the candidate with the lowest vote total will be eliminated from consideration, and the Members will vote again, with the process repeating itself until all Board vacancies are filled.