I.  DEFINITIONS

The Testimonial Awards include the Irving G. Thalberg Memorial Award, the Jean Hersholt Humanitarian Award and the Honorary Award.  They are determined and bestowed by the Board of Governors.

II. NOMINATING AND VOTING PROCEDURES

1.  Nominations for the Testimonial Awards shall be made at an annually designated meeting of the Board of Governors.  Nominations for all three awards shall be conducted as a single procedure in which a nominee is named along with the award for which he or she is proposed.

2.  When the nominations are closed, voting shall be conducted by secret ballot.  The Governors shall indicate their preference for a Testimonial Award by selecting one candidate from among the names listed.  The candidate with the most votes shall then stand for further consideration.  If a tie occurs, a run-off vote between the tied candidates shall take place until a preferred candidate is determined.

3.  Once a single candidate has emerged, an additional secret vote shall take place to determine whether the particular award proposed will be conferred.  A “yes” vote from two-thirds of the Governors present is necessary to endorse the proposal.  In the absence of a two-thirds endorsement, the entire process, beginning with nominations, may be repeated up to two additional times, to determine whether another candidate can muster the support of two-thirds of the governors.  If no proposed candidate has that support, no Testimonial Award will be given that year.

4.  A second award — which may be any one of the three Testimonial Awards — may also be presented, following the same nominating and voting procedures as described above, with the following distinction: in the final round of voting, three-quarters of the Governors present must endorse the giving of the award.

III. LIMITATIONS

1.  No more than two Testimonial Awards may be presented in a given awards year.  This limitation may only be exceeded by unanimous consent of all the Governors present.

2.  No proxies shall be permitted in balloting for any Testimonial Award.  No Testimonial Award shall be voted posthumously.  No sitting member of the Board of Governors shall be eligible to receive a Testimonial Award.  No individual shall be eligible to receive any particular Testimonial Award more than once.