No Candidates for Elections

[Guest Guest]

We are facing an election next month for three of five officers on the Board. The nominating committee has contacted roughly 80% of the membership and NO ONE is willing to run for office. By-Laws state officers are elected for a two year term by a majority of members represented at the annual meeting and that the Board of Directors may appoint someone to fill a vacant position but nothing addresses the situation of having no candidates/nominees for an election.

[jstackpo]

First check the bylaws. Officers (current ones) may be in office "until the election of their successors" - if no election, they STAY in (at least until they quit or you finally do have an election).

Or the offices may fall vacant, and some vacancy filling provision in your bylaws will kick in.

Or....

Announce that because of a lack of leadership interest, the organization will dissolve itself and go out of business. Really. Organizations don't last forever, and it is much better to close up shop formally than just drift along, and then wonder what happened to the bank account, far too long after the fact to do anything about it.

Often enough a threat like this one will shake some people out of the woodwork who will be willing to serve after all. But if it doesn't, there is a message there...

[Guest Guest]

No language about staying until a successor is elected. Dissolving is not an option. We have private roads that MUST be maintained by the HOA.

[David A Foulkes]

We are facing an election next month for three of five officers on the Board. The nominating committee has contacted roughly 80% of the membership and NO ONE is willing to run for office. By-Laws state officers are elected for a two year term by a majority of members represented at the annual meeting and that the Board of Directors may appoint someone to fill a vacant position but nothing addresses the situation of having no candidates/nominees for an election.

Well, 20% more to go, so luck be with them. It may still be possible, though perhaps awkward, to continue as a 2-member Board. I suppose your governing docs might hold an answer to that.

There are some on this forum who would opine that if an officer is not elected, you have an incomplete election which is not the same thing as a vacancy. Vacancies generally apply when a person who has been elected/appointed leaves that position through resignation, death, removal and so forth. So the vacancy-filling provisions of the bylaws might not apply.

[jstackpo]

Incomplete vs. Vacancy....

Agreed in general: if there is no election for whatever reason, that does certainly mean an "incomplete" election, so you just keep trying.

However, suppose an incumbent stays in office for an "appreciable" time because there is an "or until..." clause in the bylaws (p. 642) and the association gives up trying to elect his replacement. And then, eventually, announces "That's enough, I quit!". Still "incomplete"? Or a vacancy?

"Appreciable", of course, isn't defined in RONR (or here).

[Guest Guest]

Dave: the 20% remaining either don't answer, or don't return a phone call or email so they're a no-go but nice try!

Bylaws say, in a nutshell: election every two years, by a majority of those at the annual meeting, no language about staying on until a successor is elected, and that the BOD can fill a vacant offers' position by appointment. So that still leaves the question: vacant or incomplete?

There doesn't seem to be any guidance for when there is simply no one who wants to deal with it. I guess if the meeting passes and the election is "incomplete" there would be a need for a special meeting IF anyone steps forward to serve? Or, if time passes and no one steps forward, do the positions just languish for two years until the next scheduled election?

[Sue **]

Dave: the 20% remaining either don't answer, or don't return a phone call or email so they're a no-go but nice try!

Bylaws say, in a nutshell: election every two years, by a majority of those at the annual meeting, no language about staying on until a successor is elected, and that the BOD can fill a vacant offers' position by appointment. So that still leaves the question: vacant or incomplete?

If no one runs and the current do not automatically remain in office wouldn't it leave those seats vacant for the remaining BOD to appoint? Seems like a Bylaw amendment is needed to add current remain in office until successor is elected and specify in situations like this the BOD has the authority to appoint replacements, even if less than a quorum remains due to vacancies occuring on the BOD.

[jstackpo]

If no one runs and the current do not automatically remain in office wouldn't it leave those seats vacant for the remaining BOD to appoint? Seems like a Bylaw amendment is needed to add current remain in office until successor is elected and specify in situations like this the BOD has the authority to appoint replacements, even if less than a quorum remains due to vacancies occuring on the BOD.

Your first sentence is incorrect - a failure to replace someone normally going out of office and the end of their term is an "incomplete election", not a vacancy.

Your second sentence proposal is entirely reasonable.

[David A Foulkes]

.... even if less than a quorum remains due to vacancies occuring on the BOD.

Ehhh..... I think you want to make sure (perhaps by bylaw amendment), that a quorum is always attainable. That is, if you have a five-member board, and your quorum is defined as "three members", and three members resign (their resignations being accepted before vacancies are filled), then with only two members remaining you won't be able to hold a quorate meeting to fill the vacancies or handle other business until (perhaps) a special election is held to elect new officers. So be sure your definition of quorum allows for a two-member board to meet.

[Rob Elsman]

We are facing an election next month for three of five officers on the Board. The nominating committee has contacted roughly 80% of the membership and NO ONE is willing to run for office. By-Laws state officers are elected for a two year term by a majority of members represented at the annual meeting and that the Board of Directors may appoint someone to fill a vacant position but nothing addresses the situation of having no candidates/nominees for an election.

If necessary, the election can proceed by ballot without any nominees. This procedure is not optimal, since it is likely that multiple rounds of balloting will be required to fill the open seats. The ballot is just a blank slip upon which the voter can write the names of as many as three choices.