election of directors

[Guest Gigi]

I am on the Board of a small self-managed homeowners association (37 units). The annual meeting is scheduled to elect the new board of five members. However, because of problems this past year hardly anyone, including myself, has submitted their application to run for the board. Per our bylaws we can nominate from the floor at the annual meeting and also vote for write-in candidates. It may turn out, however, that even if owners are nominated at the meeting or elected as write-ins, that they will decline to serve. What happens, for example, if there are, say, only three directors elected at the meeting when five are required by our bylaws? I suppose one option would be that the new 3 member board could appoint 2 additional directors. However, what if everyone they ask declines and there are only 3 remaining?

[Guest Edgar]

What happens, for example, if there are, say, only three directors elected at the meeting when five are required by our bylaws? I suppose one option would be that the new 3 member board could appoint 2 additional directors. However, what if everyone they ask declines and there are only 3 remaining?

You have what's called an incomplete election and you should continue voting until all positions are filled (it may take hours, days, weeks, months, etc.). Any provisions for filling mid-term vacancies (e.g. by appointment) do not apply to incomplete elections.

In the meantime, the board limps along with a couple of empty seats.

[Tim Wynn]

You have what's called an incomplete election and you should continue voting until all positions are filled (it may take hours, days, weeks, months, etc.). Any provisions for filling mid-term vacancies (e.g. by appointment) do not apply to incomplete elections.

In the meantime, the board limps along with a couple of empty seats.

... and the three directors appointing other directors is not an option, unless your bylaws specifically authorize it, which is unlikely.

[Guest Gigi]

Edgar and Tim,

Thank you both. That is very helpful.

[Guest Gigi]

One more question. If the election has to be carried over to another day or days, I assume it would be the new board even if only three that would call the meeting and handle the balloting, etc.

[jstackpo]

Presuming (check my presumptions against your bylaws) that the Board has the authority to call Special Meetings, which it seems as though you are describing, then yes is the answer, although I'm not entirely clear by what you mean by "handle the balloting, &c.".

Otherwise wait for the next regular meeting. And if that meeting can't finish the job, the members present should set an "Adjourned Meeting" - see p. 93 - and keep trying.

[Tim Wynn]

One more question. If the election has to be carried over to another day or days, I assume it would be the new board even if only three that would call the meeting and handle the balloting, etc.

A board has nothing to do with the handling of ballots in the case of voting by the assembly of the organization, as far as RONR is concerned.

The president should appoint tellers to handle the ballots.