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Question - I am the secretary of a US Olympic sport National Governing Body. We have a Board comprised of independent directors (board elected), a number of directors specified by the Ted Stevens Act and required by the US Olympic and Paralympic Committee (USOPC, and athlete elected), and finally a group of directors elected directly by our members by geographical allocation, through our Members Assembly. The question deals with the last group of directors and the Members Assembly.

We recently went through a board downsizing. That is now complete. Our three largest regions (by membership) hold one seat each, the remaining eight regions are grouped and share one director seat for each group (three seats, for a total of six member elected seats). Terms are two years and staggered.

Our Nominating/Governance Committee is charged with developing a slate of candidates by acting through the regions (or regional groups) where director terms are expiring, vetting them, and presenting the slate to the Members Assembly for a vote. The entire Members Assembly votes on the entire slate, regardless of whether the director is "from their region or not." If the slate is not elected in its entirety (by majority vote,) the individuals shall be elected separately (by majority vote.)

We have a clause that no candidate shall be eligible for election unless they have already signed our Code of Ethics and Conflict of Interest Disclosure document (these documents are USOPC required).

The question is, does this situation preclude any sort of nominations from the floor during the lead up to our vote by the Members Assembly? OR do we have to call for nominations from the floor, and put off the vote to a Special Session to complete the required vetting process if there is a floor nomination?

MANY THANKS ahead of time.

Edited by GMaclean
clarification, spelling
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