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No Quorum at Election meeting


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We anticipate that our General Membership meeting will not have a 51% majority present (our current standard to do business). Since this is the meeting where we hold elections, what happens? We only hold one meeting a year. Most positions only have one candidate anyway (only one has two), so the questions become 1)Can the Board accept the slate of nominees as the new Board without an election (as it would only be a formality anyway) and 2)What happens in the position that has two candidates? Is the prior officer required to continue if there is no language to say otherwise (i.e. Until another person is elected...)? Help!

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If your bylaws say 51% is a quorum (an odd thing, are you sure??), then that's what you need to do business. You should consider changing your bylaws if that is indeed the case.

Do your bylaws say that elections are to be held at the annual meeting? Or is it a custom? Depending on what your bylaws say, maybe there's a way to accomplish the election through mail in votes, for example.

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We anticipate that our General Membership meeting will not have a 51% majority present (our current standard to do business). Since this is the meeting where we hold elections, what happens?

If you have no quorum, not much happens. Without a quorum, you can fix the time for an adjourned meeting where you can take a second shot at getting a quorum; you can adjourn the meeting; you can take a recess; and you can take steps to obtain a quorum. Outside of that, nothing can be done. You can't hold an election. Your best bet is to find a way to get a quorum to show up... then amend the bylaws to lower the quorum requirement.

We only hold one meeting a year. Most positions only have one candidate anyway (only one has two), so the questions become

1)Can the Board accept the slate of nominees as the new Board without an election (as it would only be a formality anyway)

This could only be done if the bylaws give the board that authority.

and 2)What happens in the position that has two candidates? Is the prior officer required to continue if there is no language to say otherwise (i.e. Until another person is elected...)? Help!

If the the bylaws say that the officer serves for a fixed term, with no provision for staying in office beyond that term, the office becomes vacant when the time is up.

If this is the case for your officer positions, check the bylaws to see who fills a vacancy in those offices. Perhaps this power is prescribed to the board. That could bail you out of this mess.

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If the the bylaws say that the officer serves for a fixed term, with no provision for staying in office beyond that term, the office becomes vacant when the time is up.

If this is the case for your officer positions, check the bylaws to see who fills a vacancy in those offices. Perhaps this power is prescribed to the board. That could bail you out of this mess.

If an officer's term has expired, and the bylaws don't state that the officer will continue in office until his successor takes office, then I don't think a provision for filling vacancies applies. The only way to fill that office again is to have an election.

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If an officer's term has expired, and the bylaws don't state that the officer will continue in office until his successor takes office, then I don't think a provision for filling vacancies applies. The only way to fill that office again is to have an election.

It would depend on the wording of the bylaws.

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Well, unless there is some very unusual wording in the Bylaws, I concur with Mr. Schafer. An incomplete election is not a vacancy.

If the term of office is "X years" (without the and/or qualification), if no officer is elected before the meeting adjourns, that would be an incomplete election, I'd think.

But what if at the election meeting there is no quorum, and thus no election, and thus the office goes .... I'll use the word un-filled here, is it now a vacancy since there was no election to be incomplete?

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But what if at the election meeting there is no quorum, and thus no election, and thus the office goes .... I'll use the word un-filled here, is it now a vacancy since there was no election to be incomplete?

It would not be a vacancy.

Then the election is unfinished business.

No, unfinished Special Orders remain Special Orders. (RONR, 10th ed., pg. 345, lines 25-31) This assumes, of course, that the assembly is wise enough to set an adjourned meeting. The assembly only meets annually, so if it neglects to do so, a special meeting will be required to hold the election.

Since it never really "started", would it be a General Order, or possibly a Special Order, or is it just the garden variety of Unfinished Business?

It would be a Special Order.

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Well, unless there is some very unusual wording in the Bylaws, I concur with Mr. Schafer. An incomplete election is not a vacancy.

Mr. Schafer's point is well taken. An expired term does not create a vacancy.

As for very unusual wording, I'd say that's a guarantee in bylaws that feature a quorum of "51% majority present," and fixed terms with no provisions for the continued services of officers.

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  • 3 weeks later...

Can a Special Meeting be called to nominate and elect new officers at any time?

Since the assembly failed to provide for an adjourned meeting to complete the election, the election should be completed at the next regular meeting, or a special meeting should be called for this purpose if the next regular meeting is too far away, in accordance with the procedures in the Bylaws for calling a special meeting. In either case, the assembly can hold both the nominations and elections at the same meeting.

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