These Election Rules govern the process of appointing directors under Article 17.1 of the charity's Articles of Association. In the event of any contradiction between these rules and the articles, the provisions of the articles shall prevail.
The board shall appoint one or more tellers who will count the votes in accordance with these rules. Neither candidates for election nor persons with a family or business connection to them shall be eligible to serve as tellers.
Call for candidates and notice of general meeting
The notice under Article 6.1 of a general meeting at which an election is to be held under Article 17.1 shall be sent out with an invitation for candidates. The invitation shall include the following information, or shall link to it on line:
- a summary of the duties and obligations of directors
- a summary of the statutory restrictions on who can serve as a director
- such additional information as the board may decide
- a nomination form. The form shall set out the information required of the candidate under Article 17.3(b), and shall include space for
- a candidate statement
- a declaration by the candidate that he or she supports and wishes to advance the objects of the charity and is eligible to serve (is not disqualified from acting as a director)
- signatures of candidate and proposer
- details of the deadline for returning the form, which shall be at least three clear days after notice has been given.
Notice of intended election
The notice of intended election sent under Article 17.4 shall include the following information, or shall link to it on line:
- notice that an ordinary resolution to elect directors under Article 17.1 will be put to the meeting
- a proxy form having a ballot paper section with a list of candidate names and information regarding their candidacy (or a link to such information). If any candidate is under the age of 18 that fact shall be noted
- details of the deadline and process for registering a vote by proxy.
If at the date the notice of intended election is sent there are more candidates than positions available, the ballot shall be conducted according to the single transferable vote system. The ERS97 variant as implemented by the OpenSTV software shall be used unless otherwise proposed by the teller(s) and approved by the board. Voters shall be asked to rank candidates in order of preference.
If at the date the notice of intended election is sent there are fewer candidates than positions available, or the same number of candidates as positions, the ballot shall be conducted according to the approval system. Voters shall be asked to indicate 'yes' or 'no' for each candidate.
The withdrawal of a candidate or candidates from the election after the notice of intended election has been sent shall not change the type of ballot to be conducted.
Members voting in person
Ballot papers shall also be made available to members entitled to vote who attend the general meeting in person.
The teller(s) shall count the in-person and proxy votes at the meeting to determine the result of the ordinary resolution under Article 17.1.
If the ballot is by single transferable vote, directors shall be elected to fill all available positions, subject to there being sufficient candidates. If a candidate has given notice to the teller(s) prior to the start of the count that they wish to withdraw, any preferences cast for that candidate shall be ignored.
If the ballot is by the approval system, only candidates who receive more 'yes' votes than 'no' shall be elected. If a candidate has given notice to the teller(s) prior to the start of the count that they wish to withdraw, the candidate shall not in any event be elected.
The teller(s) shall state at the meeting:
- the total number of ballots received, and
- the number of first preferences or the number of 'yes' and 'no' votes received for each candidate.
Directors required to retire at next Annual General Meeting
Should some of the newly-elected directors be required to retire at the next Annual General Meeting under the provisions of Articles 16.3 and 16.4, the ordinary resolution shall include a provision that the directors retiring shall be those who received the fewest first preferences, or the fewest 'yes' votes, and that in the event of a tie a teller will draw lots.
(Not part of the rules).
These rules relate specifically to elections to the board of Wikimedia UK. Votes on other issues at a General Meeting do not have to comply.