Tuesday, February 26, 2013

Vote for the Future of ASCAP: A Guide to the ASCAP Board of Directors Election


Once every two years, you have the unique opportunity to elect a new board of directors and task them with an essential fiduciary responsibility that significantly influences both your earnings and career. Now, that time has come again. But for many of you who rely so heavily on performance royalties yet fail to involve yourself in the election process, it is a missed opportunity. ASCAP prides itself on being "the only U.S. performing rights organization created and controlled by composers, songwriters and music publishers, with a Board of Directors elected by and from the membership", but this statement is only as good as the actions of the members themselves. To stand by idly or uninformed is to put the decisions that affect you directly in the hands of others, and often few. So with the election upon us, now is the time to act on your responsibility as a member and make sure your voice is heard. With that in mind, we've put together this mid-level guide to the ASCAP Board of Directors election process so that you can make an informed decision.


Since ASCAP represents both writers and publishers, ASCAP's Board of Directors is made up of 12 writer members, and 12 publisher members. Once the board is elected, they in turn elect the Officers of the Society, namely the Chairman of the Board (who is always a writer members), two Vice Chairmen (one writer and one publisher), a Secretary and a Treasurer (neither of whom are required to be board members). But how does the board get there in the first place? We'll start from the beginning...

The Selection Committees:
The election process effectively starts with the Chairman of the Board, who is responsible for appointing two Selection Committees. The Chairman chooses three writer-members to make up the Writers Selection Committee, and three publisher-members to make up the Publishers Selection Committee. It is the responsibility of each of these committees to select their corresponding Nominating Committee.

The Nominating Committees:
The Writers Selection Committee chooses five writer members, whom are not board members and whom do not intend to run for election, to make up the Writers Nominating Committee. Similarly, the Publishers Selection Committee chooses five publisher members to make up the Publishers Nominating Committee. Since it is the job of each nominating committee to choose the candidates whom will be running for election, ASCAP's Articles of Association states that "the Selection Committees shall choose members of the Nominating Committees mindful of the diversity of the Society’s membership and repertory." In theory, the Selection Committees should appoint people who will in turn select nominees that accurately represent the breadth and depth of ASCAP's membership.

Who Gets Nominated?

There are effectively three scenarios that will lead to a nomination, and thus a space on the election ballot:

1) All incumbent board members are automatically re-nominated unless they explicitly choose not to run;

2) The Nominating Committees must nominate at least 12 non-incumbent writers and 6 non-incumbent publishers, again "mindful of the diversity of the Society’s membership and repertory.";

3) Any eligible writer or publisher who collects a number of signatures from other eligible writers or publishers equal to 5/8% of the total writer or publisher membership.

Let's look a bit closer at what this all means. The first scenario tells us that incumbent board members have an inside track as they are no longer subject to the Nominating Committees' processes or petition requirements. Further, since there is no term limit on board membership, there is likewise no limit on this privilege.

In the second scenario, it is important to note that at least 12 non-incumbent writers and 6 non-incumbent publishers are to be nominated. If an incumbent decides not to run, the Nominating Committee will nominate additional candidates to account for these new vacancies. Thus, it is guaranteed that there will always be at least 24 writer candidates and 18 publisher candidates on the ballot. To the best of our knowledge, there is no published criteria or qualifications that the Nominating Committee uses to make their selections. Further, the names of the Nominating Committee members are only made public once the ballots have been sent out.

Finally, we come to the third scenario - nomination by petition. As the requirements currently stand, this is an incredibly difficult nomination to achieve. To start, we have been told that the absolute equivalent of 5/8% of the total writer membership is approximately 1,800. We do not know the equivalent for publisher members, but surely it too is high. Second, these totals are made up of both earning and non-earning members, however signatures are only recognized when provided by members who have received a performance credit within the last year (earning members). This puts the candidate at a gross disadvantage from the start. And without a published list of earning members by year to reference, it is very difficult for a candidate to determine how many members they can choose from to solicit signatures, let alone who these members are.


The election itself is overseen by the Committee on Elections, which is actually just the combined members of each Nominating Committee. They are responsible for preparing the ballots (to be approved by the current board), distributing and collecting them from each active member in good standing, appointing independent tellers to total, tabulate and count the votes cast, and determining the rules by which the appointed tellers do so.

Breaking Down the Ballot:
Here's a link to this year's writer-member ballot (click here). As you can see, there are 24 candidates total, including 11 incumbents running for re-election (marked with an asterisk). Twenty-two of the 24 candidates are running against each other as "At-Large Directors", while two of the 24 candidates run separately to become the Symphony and Concert Director. This is because ASCAP's Articles of Association dictate that at least one symphonic and concert writer member, and one such publisher member, shall be on the board at all times. The number of votes unique to each voting member is listed in a box in the top right-hand corner of the ballot.

Accompanying the ballot is a document that includes statements and bios from all 24 candidates, as well as an introduction from the members of the Writers Nominating Committee. This is the first public record that details both the candidates and Nominating Committee members. Voters have approximately one month to research their candidates and cast their votes, which must be received before midnight, March 22, 2013.

Voting instructions are listed on the reverse side of the ballot, and can be seen by clicking here. Per these instructions, members are to vote for up to 11 At-Large Directors and one Symphony and Concert Director by placing an "X" next to each desired name. Those wishing to write-in other candidates of their choosing can do so in the blank spaces provided. For the first time this year, members can also vote online by visiting

How Voting Works:
So far, the entire process has been defined by membership class - i.e. writer members and publisher members. The same holds true for voting. Only writer members can vote for writer candidates, and only publisher members can vote for publisher candidates. Further, only members who have received performance credits within the latest preceding fiscal survey year are entitled to vote.

Perhaps most important, however, is the fact that members' votes are not equal. Each member has the potential to receive up to 100 votes, but most do not reach this limit. The number of votes a member receives is based on two factors: 1) the number of performance credits the member has accumulated over the last year; and 2) a graduated credit bracket that makes it harder to receive votes as more credits are accumulated. Here's how it breaks down:

Writer Member Credit Bracket
Credits Range Receive One Vote Per Vote Potential (Cumulative Total)
All All 1 (1)
1-18,000 900 credits 20 (21)
18,001-23,400 1,800 credits 3 (24)
23,401-31,500 2,700 credits 3 (27)
31,501-45,900 3,600 credits 4 (31)
45,901-90,900 4,500 credits 10 (41)
90,9001< 5,400 credits 59 (100)*

Publisher Member Credit Bracket
Credits Range Receive One Vote Per Vote Potential (Cumulative Total)
All All 1
1-90,000 3,600 credits 25 (26)
90,001-126,000 7,200 credits 5 (31)
126,001-180,000 10,800 credits 5 (36)
180,001-367,200 14,400 credits 13 (49)
367,2001< 18,000 credits 51 (100)*

* Per ASCAP's Articles of Association, no member shall have more than 100 votes

As you can see, every member who has earned a credit during the last year gets one vote. In order to secure additional votes, you must have earned the necessary number of credits per vote based on your corresponding credit bracket. As far as we can tell, the total number of votes that a member has is only listed on the ballot (in the top right-hand corner of our example), and is not available anywhere else ahead of time.

What may not be abundantly clear, however, is how your votes are allocated to the candidates you vote for. While this explanation is not detailed in the Articles of Association, or other documentation readily accessible to members, each candidate you vote for receives the full number of votes you are entitled to cast. So, let's say you have 12 votes. If you decide to only vote for one candidate, 12 votes will go to that one candidate. If you vote for two, they each get 12 votes. Selecting 12 different candidates gives 12 votes to each. So what does this mean exactly? Well, it means you should only vote for those candidates who you want to be on the board. Just because there are 12 slots doesn't mean you need to cast 12 votes. In fact, if you really only have two preferred candidates, you may hurt their chances by giving votes to others. It's ultimately your choice, but something that's very helpful to be aware of.

After all votes have been counted, the candidates with the highest number of votes are deemed to be elected. Such names, along with the number of votes received by each (which historically has not been made public), are then presented to the current Chairman of the Board for announcement to the membership.


The Articles of Association clearly states that "the Board of Directors shall, as far as practicable, represent writer members and publisher members with different participations in the Society’s revenue distributions and who reflect the diversity of the Society’s repertory and membership." But this can only be ensured with your participation. It's your livelihood at stake. Your career on the line. And while it may at times seem like a "closed door" operation, just remember the core principles that ASCAP prides itself on. This is a member controlled organization. So be an active member. Reach out to your officers and board members. And most importantly, be sure to cast your vote.

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