elections without a quorum present

[Guest Brendan]

My organization calls for a ballot vote by the general membership at our annual meeting to elect the board of directors for the next year.

This year all nominated members ran unopposed and a ballot was cast, however we failed to have a quorum of the general membership as outlined in our By-Laws.   Is this election valid?  If not what is the next course of action by the current board of directors?   The new board takes office on January 1, 2015.

Thanks

[Gary c Tesser]

It is fundamental that No business is conducted in the absence of a quorum.  Conducting an election, and any other business done, was a waste of the members' time.

 

In some organizations, the terms of office of the board members and/or the officers is prudently defined with the stipulation that the officers or directors stay in office until their successors are elected.  If you organization's bylaws sensibly are written this way, then until you can conduct a valid election, the current officers will stay in office.

 

But if the terms of office are simply defined as a certain period of time, or until a certain date, or the like, then when that time comes, the incumbents leave office, and you will have no officers or directors until you can conduct a valid election.

 

If your organization has regular meetings, then the election can be completed at the next meeting (if it's within a quarterly period), provided, of course, that a quorum is present.  Savvy members will beat the bushes to ensure that a quorum does show up.

 

Or, if the members at the inquorate annual meeting had the awareness to schedule an adjourned meeting -- a continuation of the annual meeting (which is one of the few acts of an assembly that are legitimate without a quorum), then one would hope that you'll all show up at that time, and that you will have ensured that there are enough of you.

 

Special meetings of the membership might be another avenue, but it's problematical.

 

Eeeee!

 

____________

N. B. I suspect I've left something out.

[Richard Brown]

____________

N. B. I suspect I've left something out.

Well, um, now that you mention it, perhaps one point that may or may not be relevant:   If this organization is incorporated, guest Brendan might check his state's corporation laws.  Such laws often provide that officers continue to serve until such time as their successors are elected.  

 

Other than that, I think you covered it pretty well.  And, besides:  you can't be expected to know everything now, can you?  And I suspect that that point is something that you do know, but just didn't mention. 

[Gary c Tesser]

....  And, besides:  you can't be expected to know everything now, can you?  And I suspect that that point is something that you do know, but just didn't mention. 

 

Great Steaming Cobnuts. I knew I was forgetting something.

[Guest Brendan]

Is a quorum needed if the by laws allow for mail in voting for electing officers.

Thank you all for your input into this matter.

[Gary Novosielski]

Is a quorum needed if the by laws allow for mail in voting for electing officers.

Thank you all for your input into this matter.

If the bylaws allow for mail-in voting, then they supersede the rules in RONR.  So follow your bylaws.  

 

But you'll still need a meeting with a quorum to move and schedule the mail-in vote.

[Edgar Guest]

But you'll still need a meeting with a quorum to move and schedule the mail-in vote.

 

Not necessarily. The bylaws could provide, for example, that the secretary shall mail ballots on December 1 to be returned no later than December 31.

 

Is a quorum needed if the by laws allow for mail in voting for electing officers.

 

Quorum requirements refer to the presence of members at meetings. Mail-in (i.e. absentee) voting takes place away from meetings.

[jstackpo]

With a mail-in vote it is wise to specify (in the bylaws) some minimum return of ballots (including blank ones) for the election to be valid.

 

This is sort of analogous to setting a quorum for a meeting.

[Edgar Guest]

This is sort of analogous to setting a quorum for a meeting.

 

But not really.

[Richard Brown]

With a mail-in vote it is wise to specify (in the bylaws) some minimum return of ballots (including blank ones) for the election to be valid.

 

This is sort of analogous to setting a quorum for a meeting.

 

But not really.

Why not?  I see it as roughly equivalent and a fairly common provision where mail voting is allowed.  In order for the vote to be valid, a certain number must be returned.  If not enough members return ballots (equivalent to showing up at a meeting), the vote is void.

[Edgar Guest]

This is sort of analogous to setting a quorum for a meeting.

 

But not really.

 

Why not? . . .  If not enough members return ballots (equivalent to showing up at a meeting), the vote is void.

 

It may be "sort of analogous" but it's not really analogous (and not "roughly equivalent"). Conflating voting requirements with quorum requirements is a recurring source of confusion on this forum.

[jstackpo]

I don't see a "minimum return" as conflating  anything.

 

First the responsible people look to see if the returned ballots make up a sufficiently large pile  --  the minimum  --   without any regard as to the votes on the ballots.  They can do this while checking the voter's names on the "inner envelope" - p. 425.   If the pile comes up short, that is the end of it.  No election.

 

If the minimum is achieved, then the (unopened) envelopes are turned over to the tellers for their part of the job.  The election could still come up "incomplete" depending on how many candidates might be running for a single position, &c., or it may be over with appropriate winners (and losers).  

[Gary Novosielski]

Not necessarily. The bylaws could provide, for example, that the secretary shall mail ballots on December 1 to be returned no later than December 31.

 

They could provide pretty much anything,  but we are told:

 

My organization calls for a ballot vote by the general membership at our annual meeting to elect the board of directors for the next year.

 

 

...which made that seem less likely.  The rule (presumably in their bylaws) allowing a mail vote was apparently being invoked to work around a failed attempt to get a quorum at the annual meeting.  So I think someone would have to move to do it.

 

As to whether a "quasi-quorum" i.e., a minimum number of returned ballots, would be required, that would depend on the bylaws as well.