These guidelines elaborate on Articles V, VIand IX of the SOA Bylaws and Section 145 of the SOA Policy Manual.The guidelines are intended to guide the Nominating Committee inthe conduct of the annual election of Officers and Board Members.The Nominating Committee has the authority to recommend to theBoard of Directors, through the Policy Committee, any revisions tothese guidelines relating to elections.

THE NOMINATING COMMITTEE

• Composed of approximately nine members with representation fromvarious constituent groups.
• Positions on the Nominating Committee are an excellent spot forvolunteer members who have been identified as strong, visionaryleaders but who are unable to or do not wish to serve on theBoard.

The Leadership Development Committee has theresponsibility for recruiting Nominating Committee members withinput from the Board.

The Committee will meet approximately three tosix times a year.

By January 31, the Committee will:

• review the Bylaws, Guidelines and any instructions receivedfrom the Board regarding the conduct of elections, and revise theguidelines as needed,
• review the demographics of the current active Society membersand the potential composition of the continuing Board membership,and recommend to the Board that up to three designated Board seatsbe reserved for individuals in designated areas of practice, typeof employment, or country of residence deemed to beunderrepresented,
• discuss ways to increase eligible voter participation, andconsider any other pertinent matters.

By March 31, the Committee will:

• plan opportunities for candidates to communicate with themembership,
• establish the format of the campaign statements, informationand or questions of the candidates for the various offices , deemedhelpful to voters. Questions should be designed to give insightinto candidate's volunteer service and related experience.

The Nominating Committee will invite candidateswith strong leadership skills, service to the profession, personalreputation and enthusiasm. Each candidate must commit to serve ifelected. Specific criteria for President-Elect, Vice President, andElected Board Member are as follows:

PRESIDENT-ELECT

All Fellows who have completed their terms asElected Vice President or Board Members within the last ten yearsmay be considered as eligible candidates for President-Elect. Inaddition, Fellows who have shown strong leadership potential andcommitment to the actuarial profession through service within thelast ten years as Presidents of the Canadian Institute ofActuaries, Casualty Actuarial Society, Conference of ConsultingActuaries or American Academy of Actuaries may be considered aseligible candidates for President-Elect. The Committee may chooseto waive the requirement of Vice President or Board service withinthe last ten years.

VICE-PRESIDENT

All Fellows who have completed their terms asan Elected Board Member within the last ten years may be consideredas eligible candidates for Vice-President. In addition, Fellows whohave shown strong leadership potential and commitment to theprofession through service within the last ten years as Presidentof the Canadian Institute of Actuaries, Casualty Actuarial Society,Conference of Consulting Actuaries or American Academy of Actuariesmay be considered as eligible candidates for Vice-President. TheCommittee may choose to waive the requirement of Board servicewithin the last ten years.

ELECTED BOARD MEMBER

Eligible candidates for the Ballot are to beFellows satisfying any of the following criteria:

1. Fellows who have served in the prior three years as:
2. • E&E General Chairperson or Vice-General Chairperson,Education Chairperson, Examination Chairperson and ProgramChairpersons, or
   • Chairpersons of the Valuation Actuary Symposium, EnrolledActuaries' Meeting or Actuarial Research Conference, or
   • a retiring officer of a Section Council, or
   • a Chairperson of other Society Committees or Task Forces.
3. Fellows who have completed service within the last three yearsas President, Vice-President or Board Member of other organizationsthat are members of the International Actuarial Association(IAA).
4. Fellows who, in response to an invitation in a timely issue ofSOA News or on the SOA Web site, volunteered their names.

Nominating Committee members are ineligible tobe candidates for Elected Board Members or Officers (See BylawsArticle IX, Section 2). In addition to those listed in the SOABylaws as ineligible, employees of any IAA member organization arealso ineligible to be candidates for Elected Board Members orOfficers.

Elected Board Members shall be chosen fromamong eligible candidates without regard to area of practice orarea of special interest unless the Board instructs the Committeeto select some of the Board candidates based on the reserved seatcriteria for that particular election year. If a candidate couldsatisfy multiple criteria, the country of residence criterion issatisfied first, followed by areas of practice criterion, and thenthe skills and/or experience needed criterion. Fellows who arepresently Elected Board Members, or who have served as President orVice-President, shall not be eligible candidates for Elected BoardMembers.

Vice-Presidents and Elected Board Members areexpected to complete their elected terms before running for anotherposition. This is not meant to preclude a Vice President or ElectedBoard Member from appearing on the ballot as a candidate for officeduring the final months (or year) of their current term. Acandidate cannot run for more than one position on one ballot.

The Committee has the discretion to choose among eligible candidates for all positions subject to the ultimate review and approval of the Board of Directors. The Committee is not required to contact all eligible candidates. The Committee will prepare a list of candidates having competent leadership skills and experience that will contribute to SOA governance and is representative of the various segments of the SOA.

PROCESS

The Leadership Development Committee willidentify skills and experience needed based on issues facing the profession, strategic initiatives underway, and otherBoard-identified issues and priorities and this information will beprovided to the Nominating Committee.

In order to provide important information tothe Nominating Committee on a member's potential candidacy for service as President-Elect or Vice President, the NominatingCommittee will develop a process to obtain appropriate information on such aspiring candidates' background and prior service to the SOA or other professional organizations. The Nominating Committee should ensure that the current Board members have an opportunity to provide appropriate input and feedback for this purpose. This inputis to be used for informational purposes only by the Nominating Committee and will not overrule the considered judgment of the Committee. Information obtained through this process, the names of potential candidates, number of potential candidates, and other issues related to the candidates should be treated as highly confidential by the Nominating Committee and all others consulted in the process.

The Nominating Committee will review the composition of the continuing members of the Board and determine if reserved seats are necessary and make a recommendation regarding reserved seats to the Board of Directors at its February/March Board Meeting. The Board determines whether or not to approve there commended reserved seats.

Board of Directors, Issues Advisory Committee,Strategic Action Teams, Section Councils, committee chairs,employers, and staff can submit names of members whose skills and experience seem to match the needs of the organization. These names will be added to the list of eligible candidates automatically generated each year, plus members who self-nominate. All potential candidates will receive election information and are asked to complete a form indicating their interest. The Nominating Committee should seek input and assistance from the Leadership Team,Executive Director and/or Deputy Executive Director and current or former Board members to recruit qualified candidates for President-Elect, Vice President and Elected Board Members.

Potential candidates invited to continue in the process are sent a questionnaire that asks about their experience,strategic thinking, core competencies, etc. The questionnaire is developed by the Nominating Committee, with input from the Leadership Development Committee as needed. Information from the questionnaire is used to develop the ballot materials. They will also receive additional election information, an invitation to an informational webcast and a release form to the ABCD and CIA for a check on discipline. Candidates may also be asked to authorize a background check appropriate to the office for which they are running for.

A list of interested candidates will be created from the questionnaires. The Nominating Committee will review the list of interested candidates, including their names,qualifications, skills and experience (especially highlighting SOA experience) and may use a variety of resources to obtain this information.

The Nominating Committee will present the final candidate recommendations for the election ballot to the Board for approval before release to the voting membership. The Board is expected to adopt the slate as presented, unless there are extenuating circumstances. If, based on information available to it, the Board of Directors believes a candidate is not appropriate for nomination to the Board, Vice President or Presidential office,it may withhold approval and will notify the Nominating Committee.The Board will withhold approval only for good reason, as it is notthe intent of this guideline to exclude candidates who simply express different views from the Board. Notification of potential candidates that they have been selected or not selected for the election ballot should not occur until after Board approval, and the Nominating Committee will notify all potential candidates of the ballot outcome.

BALLOT

• President-Elect-Ordinarily, the Ballot will contain the names of three candidates for President-Elect, but, there should be no fewer than two, nor more than three candidates.
• Vice-President-Ordinarily, the Ballot will contain the names of six candidates for Vice-President, but there should be no fewer than five candidates nor more than seven candidates for Vice-President.
• Elected Board Member-Ordinarily, the Ballot will contain the names of 12 candidates for Elected Board Member. If the Board has directed the Committee to reserve seats, candidates meeting these qualifications are to be on the Ballot included within the 12candidates.

Voting Procedures-Eligible voting members each vote preferentially for President-Elect. Eligible voting members may cast one vote for up to three candidates for Vice President,with one additional vote being permitted for each vacancy to be filled. For Elected Board Members, eligible voting members may cast one vote for up to six candidates, with one additional vote being permitted for each vacancy to be filled.

Preferential voting for President-Elect will be decided as follows:

• To win, a candidate must receive a majority of valid votes cast. First-choice votes are counted initially.
• If no candidate receives the necessary majority of first-choice votes, the candidate receiving the smallest number of first-choice votes is eliminated, and the second-choice votes of that candidate's ballots are redistributed among the remaining candidates. If no one receives a majority after this distribution,the process above is repeated until a majority is obtained.
• To determine a winner among two tied candidates: the candidate with the larger number of first-place votes, or if tied, the candidate with the larger number of second-place votes, or if still tied, by lot.

If the last-place elected position for either Vice President or Board member is tied between two candidates, both candidates will be elected to the Board.

All candidates on the Ballot should be advised by members of the Leadership Team, whether they were elected, or not elected, as soon as possible after the results have beenfinalized.

COMMUNICATION

• Biographical information for the Ballot on all candidates willbe submitted according to the format approved by the Committee.Ballot preparation will be administered by Staff.
• Candidates will be given the opportunity to include photographsof themselves.
• The Nominating Committee will determine procedures for therelease of the vote counts for President-Elect and Vice President candidates subject to policy guidance of the Board.

DECLINATIONS

Declination of an elected candidate-If a candidate declines after the Ballot is mailed and before the results are reported, the election process continues as though the resignation had not taken place. If the declining candidate has been publicly declared elected, the Committee suggests that the Board elect as the successor the candidate with the next highest votes who will accept the designation.