What is required to render a highly irregular election null and void?

[Guest Members]

Last month at the annual general meeting of the membership, we had an election that was highly irregular to say the least. As with most bylaws, ours allow corporations to be represented at general meetings. They are required to provide a letter from a superior on letterhead authorizing them to vote upon registration. At the meeting, several individuals were allowed to vote without providing any sort of authorization.

In addition to that, members were allowed to cast multiple ballots. A person was allowed to vote as an individual member and act as a representative of a corporation as well - and in one instance, they were allowed to represent two corporate members and themselves. Our bylaws strictly prohibit proxies...and the laws that affect non-profit organizations also states that it's one person, one vote.

The total of all these wrongfully issued ballots total at least 23%. I say at least because we only know of two people who cast multiple ballots...but this practice was allowed, meaning many others could have done the same thing.

The membership have since requisitioned another general meeting to rectify the situation. Can anyone tell me what kind of a majority is required for a to pass a motion to render the election null and void due to these irregularities? Is this a normal resolution (requiring a simple majority) or is this a special resolution (requiring 75% as per our bylaws). There's also been some contention how to proceed. Some see it as a normal resolution because it's a procedural challenge...some see it as a special resolution because the motion effectively removes directors from office...and some see it as an automatic null-and-void because the election was not held in accordance with our bylaws or with the laws of the land.

I don't think it's a special resolution because our motion isn't to remove a director...the fact that directors will be removed as a result should not change the intent or classification of the actual motion itself.

[Josh Martin]

The total of all these wrongfully issued ballots total at least 23%.

Is this total sufficient to have potentially changed the outcome of the election?

Can anyone tell me what kind of a majority is required for a to pass a motion to render the election null and void due to these irregularities? Is this a normal resolution (requiring a simple majority) or is this a special resolution (requiring 75% as per our bylaws). There's also been some contention how to proceed. Some see it as a normal resolution because it's a procedural challenge...some see it as a special resolution because the motion effectively removes directors from office...and some see it as an automatic null-and-void because the election was not held in accordance with our bylaws or with the laws of the land.

I don't think it's a special resolution because our motion isn't to remove a director...the fact that directors will be removed as a result should not change the intent or classification of the actual motion itself.

If the number of improperly cast ballots was sufficient to potentially affect the outcome of the election, the appropriate course of action is for the chair to rule the motion null and void on his own initiative or, if the chair fails to do so, for a member to raise a Point of Order on the subject. The chair's ruling may be appealed from and it requires a majority vote to overturn the chair's ruling.

If the number of improperly cast ballots was not sufficient to potentially affect the outcome of the election, it is too late to raise a Point of Order on this issue.

You are correct that rules for removal from office are not applicable to this situation. Nothing of this nature can ever happen "automatically," however, since these issues are not always cut and dry and the chair (and the assembly, if his ruling is appealed) will need to interpret the applicable rules and the facts of the situation to come to a decision.

[raylam]

Thanks Josh! The irregular votes would have absolutely changed the result of the election. The President won by 4% and the irregular ballots represent 23% of all votes cast. We have retained a third-party chair for the upcoming meeting.

Is there a specific rule in RRONR that gives the chair the authority to nullify the election based on the irregularities without a motion from the floor? Can a point of order be called despite the month that has elapsed between the two meetings? Also, if the chair does not rule it out of order, what kind of a motion is necessary to render the election null and void?

RRONR says an election cannot be challenged after the directors have assumed office...so I'm really confused about the proper route here...

[Chris Harrison]

Is there a specific rule in RRONR that gives the chair the authority to nullify the election based on the irregularities without a motion from the floor?

RONR p. 251 (a,d). The presiding officer can raise a Point of Order himself if one isn't forthcoming from the floor.

Can a point of order be called despite the month that has elapsed between the two meetings?

Yes because what happened falls within the five exceptions to the rule that a Point of Order must be timely. See RONR pp. 250-251 for details.

Also, if the chair does not rule it out of order, what kind of a motion is necessary to render the election null and void?

A Point of Order is the proper approach to take.

RRONR says an election cannot be challenged after the directors have assumed office...so I'm really confused about the proper route here...

I can see why since RONR doesn't say that (though you may have misunderstood what RONR did say). Can you give us a page citation where you got that from?

[Guest Edgar]

As with most bylaws, ours allow corporations to be represented at general meetings.

Most bylaws?

[Trina]

As with most bylaws, ours allow corporations to be represented at general meetings.

Most bylaws?

My thoughts exactly .

Clearly, organizations that have members which are defined as something other than the individual human beings in the meeting room need to have carefully thought out records and procedures in place to handle the additional complexities that arise.

[raylam]

Allowing organizations/corporations to be members is a standard in Canada. Although some bylaws prohibit it, the laws of the land allow it by default.

I can see why since RONR doesn't say that (though you may have misunderstood what RONR did say). Can you give us a page citation where you got that from?

You're probably right, my interpretation could be off... on pp 444 / ll 16-32 states that an election cannot be reconsidered once the officers have taken office. Would a Point of Order at this time be tantamount to a motion to reconsider?

[Chris Harrison]

You're probably right, my interpretation could be off... on pp 444 / ll 16-32 states that an election cannot be reconsidered once the officers have taken office.

You might want to read that again because it doesn't say that exactly. An election can't be Reconsidered if the elected was present at the meeting and did not decline the office or was absent but said he would be willing to serve if elected. If the elected is absent but had not stated he would be willing to serve if elected the election is not final yet and is subject to Reconsideration until he is notified of his election at which point the election is final (unless he declines the office) and can't be Reconsidered anymore.

Although the default rule is that the elected takes office upon the election becoming final there are some organizations where the officers take office at some point in the future (one organization I belonged to had elections in April but officers didn't take office until July 1st) so the election could become final months before the elected takes office.

Would a Point of Order at this time be tantamount to a motion to reconsider?

Nope. A Point of Order is someone claiming that some rule is being violated. A motion to Reconsider means that someone who voted with the winning side decided for whatever reason he wanted the assembly to have another chance to consider the motion. For example a member may have voted with the winning side if he saw that a bunch of his allies had left the room and he suspected that the members in the room were going to decide in a way that he and his allies oppose and he thinks that the decision might be changed when they get back in the room.

[Josh Martin]

RONR p. 251 (a,d).

I don't believe pg. 251 (a) applies here. From the facts provided, it is the process that conflicted with the Bylaws, not the main motion. The pg. 251 (a) exception would apply if, for instance, the elected candidate was ineligible. I certainly agree that pg. 251 (d) applies.

You're probably right, my interpretation could be off... on pp 444 / ll 16-32 states that an election cannot be reconsidered once the officers have taken office. Would a Point of Order at this time be tantamount to a motion to reconsider?

I agree with Chris H. that what is said on RONR, 11th ed., pg. 444, lines 16-32 is not applicable to this situation. The section you want (Contesting the Announced Result) of an Election) starts at the end of that page, at line 34, and continues to pg. 446. Reconsider is applicable when an assembly has simply changed its mind, and as you've seen, the ability to do this for an election is quite limited. Point of Order is used when there is a violation of the rules. In most cases, there are strict time limits on Point of Order as well, but the violations in this instance are so severe that they constitute a continuing breach.

Since there is apparently some concern that the chair will not rule the election null and void on his own initiative, I imagine there is also some doubt as to whether he would rule a Point of Order to that effect to be well taken. You may wish to read up on the procedures for an Appeal (RONR, 11th ed., pgs. 255-260) in case the chair rules the point not well taken. This places the decision in the hands of the assembly, which may overturn the chair's ruling by a majority vote.

[Guest Catherine McCreary]

To further elaborate the above scenario, no point of order has ben raised. The election occurred and was without formal objection at the adjournment of the meeting. Since the meeting, members have requisitioned a special general meeting to consider a motion which calls for nullification of the ote due to isrregularities. The bylaws provide for a director to be removed after a 75% vote. This is what the motion would accomplish; removal of the directors by nullifying the election.

I do not want to be too technical but, as there is not a point of order, shouldn't the motion be considered a motion to remove directors and be subject to the bylaw requiring 75% majority?

[Josh Martin]

I do not want to be too technical but, as there is not a point of order, shouldn't the motion be considered a motion to remove directors and be subject to the bylaw requiring 75% majority?

No. See my last post and read the pages I cited.

Essentially, the issue isn't with the directors but with the procedures used for the election. The directors aren't really being removed since, if the election is found to be null and void, this means the directors were never properly elected to begin with. The procedures for removal would be applicable if the directors were guilty of misconduct or something.

[Guest Guest]

Can a point of order be raised outside the meeting by promulgating a resolution? Where does it say that in RONR?

[Trina]

A point of order must be raised at a meeting.