Hi, :-)

Having been given permission to proofread and revise the initial
draft, I presumed it would be OK to do the same for subsequent
amendments. I hope I did not overstep myself there; if I did, please
say so and I will, of course, desist. However, I came up with a
revised text as below (it simply states exactly the same things, but
re-worded).

It seems that there are still some big ambiguities that would need to
be resolved:

"The Chairperson is elected by a special electoral college comprised
of the BoD, the AB and and the ESC (however, ESC members who are also
members of the BoD can only cast one single vote in this election,
regardless of their membership of both bodies). The vote by this
special college is not decided by the votes of the individual members
taken as a whole; instead, each respective body holds a vote among its
members, and returns a nomination of one candidate (a specific list of
names, or one name only, will have been submitted by the BoD and the
AB). The three bodies therefore arrive at a shortlist of three
nominees. If one of the three nominees has a majority within the
shortlist (has two votes out of three, or is a unanimous choice), the
outcome is deemed to be decisive and the electoral process is
concluded. However, if three different people are nominated, then a
conciliation process takes place, with the aim of eliminating one
nominee and making a choice between two nominees only. The
Chairperson's term of office is two (2) years, but he/she can serve as
many terms as are seen fitting."

1) "(however, ESC members who are also members of the BoD can only
cast one single vote in this election, regardless of their membership
of both bodies)": So which body do they cast their vote in? How and
when is that decision taken? The choice could change the outcome of
the voting.

2) "(a specific list of names, or one name only, will have been
submitted by the BoD and the AB)": How would the list be drawn up?
Perhaps you need at least a cross-reference to another clause in the
bye-laws that resolves that question? If there's only one name, then
there would be no point in voting at all...

3) "However, if three different people are nominated, then a
conciliation process takes place, with the aim of eliminating one
nominee and making a choice between two nominees only.": That could
give rise to a difficult situation... IMHO, you would need to
establish a clear procedure for this, to avoid some tense deadlocks in
the future...

HTH.

David Nelson

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