Quorum not met for Election

[Guest JJudy]

Our Bylaws require a quorum of 1 more than 50% of our membership for our annual election.  We didn't reach this by the deadline for mailed in ballots.  Our Bylaws are silent on what happens next.  The Board assumes that we must run the election again.  Since there is no provision in our Bylaws for regarding re-running an election, we are assuming that we can run it again within a "reasonable" timeframe and that reasonable timeframe we are thinking is 30 days.  We are also assuming in the absence of anything in the Bylaws regarding this circumstance, that the current Board continues to serve until the election is completed a second time.  Since our Bylaws require such a quorum, we are also assuming that we can't ignore that and simply accept the votes received, correct?

[Josh Martin]

Our Bylaws require a quorum of 1 more than 50% of our membership for our annual election.  We didn't reach this by the deadline for mailed in ballots. 

 

I'm a bit puzzled about the situation. Are you combining votes at a meeting with votes submitted by mail, or are all the votes submitted by mail?

 

Voting by mail is not permitted unless authorized by the bylaws. Mixing and matching votes by mail with votes at a meeting is also not permitted unless authorized by the bylaws, and RONR strongly advises against the practice. If this is simply a vote by mail, then your society is misusing the word "quorum" in its bylaws. A quorum is the minimum number of members that must be present in order to conduct business, so the term has no meaningful application in a vote by mail.

 

The Board assumes that we must run the election again.  Since there is no provision in our Bylaws for regarding re-running an election, we are assuming that we can run it again within a "reasonable" timeframe and that reasonable timeframe we are thinking is 30 days.  We are also assuming in the absence of anything in the Bylaws regarding this circumstance, that the current Board continues to serve until the election is completed a second time. Since our Bylaws require such a quorum, we are also assuming that we can't ignore that and simply accept the votes received, correct?

 

It's ultimately up to your organization to interpret its own bylaws (see RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation), but that all sounds quite reasonable to me.

[Guest JJudy]

Interesting you ask.  In past years we had a vote by mail, AND they could turn in their ballots at the meeting.  This year our ballot said there would be NO voting at the meeting and that the ballot had to be postmarked by a given deadline.  Thus, my understanding from what you said is that the word "quorum" doesn't apply in a vote by mail.  Is that correct?

[Josh Martin]

 In past years we had a vote by mail, AND they could turn in their ballots at the meeting.  This year our ballot said there would be NO voting at the meeting and that the ballot had to be postmarked by a given deadline.

 

Well, you should see what your bylaws actually say on the subject. It's not clear which of these procedures (if either) is the correct one.

 

Thus, my understanding from what you said is that the word "quorum" doesn't apply in a vote by mail.  Is that correct?

 

It doesn't properly apply, but I wouldn't draw any conclusions from that before carefully reading your bylaws. If your bylaws say you need a "quorum" for a vote by mail, then you need one, notwithstanding that it makes no sense.

[sMargaret]

It doesn't properly apply, but I wouldn't draw any conclusions from that before carefully reading your bylaws. If your bylaws say you need a "quorum" for a vote by mail, then you need one, notwithstanding that it makes no sense.

 

Recently read an article about one of your supreme court justices, who said he wanted a stamp to mark cases as "stupid but constitutional".

 

Our Bylaws require a quorum of 1 more than 50% of our membership for our annual election.

 

 Again, do double check the bylaws. Do they say that you need a majority of your members to attend the meeting at which your election is held; that you need a majority of members to cast a ballot; that you even have a meeting for your election?

 

The default position in RONR for a quorum is a majority of members (which is NOT 50% + 1, that doesn't work for some instances). The default position  in RONR for voting is voting in person. Another default position of RONR is that a person has a right not to vote; to abstain. 

[Guest Edgar]

The default position in RONR for a quorum is a majority of members (which is NOT 50% + 1, that doesn't work for some instances). 

 

Well, it works; it's just that the result might not be the same.