Board Election Dispute

[mbillard]

The scenario: A local organization held its board election recently, which included the direct election of the officers. The election was held electronically through some web service (Survey Monkey or something similar). Six new board members were elected, including two new officers. The new board members were informed they had won, invited to the next board meeting (at the end of which they would assume their seats), and were provided the welcome package for new members. At the meeting some existing board members argued the election was invalid because the ballots were not proper (no write-in, and each candidate was a yes/no vote), as well as the accusation that people may have been able to vote multiple times. The board convened into executive session and voted to nullify the election results and hold a new election. RRO order speaks to contesting the "announced" results of an election. What constitutes announcing the results? Would notifying the newly elected members and providing them with welcome packets be considered an announcement? Also, if so, wouldn't the board then have no authority to throw out the election results? My understanding is that if there is a dispute only the voting body itself can resolve the dispute. I was asked what I would do at this point (I have been president of a few non-profits spanning twenty years), and I recommended they call a special meeting of the membership, present their reason for disputing the election, and allow the membership to vote on whether to hold a new election or not. Would this be a proper way of handling this issue?

 

For what it's worth, and by whatever logic I can't say, the new board members attended and participated in this month's board meeting, despite the fact they still intend to hold a new election.

[Hieu H. Huynh]

Is absentee voting allowed in your bylaws? If so, the details of such voting, including using "some web service", need to be provided in the bylaws. If not, such voting is null and void and a point of order may be raised at the next membership meeting unless the board has been given authority to resolve election disputes.

[jstackpo]

Unfortunately...  RONR (and us) can't do much to sort things out for you.  RONR disallows e-voting (as a form of improper absentee voting) unless it is authorized in your bylaws.  And such authorization should include a set of rules to cover the sort of problems you describe (and a host of other ones). 

 

If your bylaws are silent, then your "election" can properly be ruled totally invalid and you can start over again with a proper election at your special (or next regular) meeting.

 

If they do authorize e-voting....  well, good luck, you are on your own.

[Edgar Guest]

The board convened into executive session and voted to nullify the election results and hold a new election.

 

It's doubtful that the board has any role to play in this election. It's even more unlikely that it would have the authority to nullify the election.

[mbillard]

The entire election was held electronically; is that still considered "absentee" voting? And yes, the bylaws do specify an electronic election. The challenge to the election is not because it was done electronically, but because the ballots themselves did not conform to RONR (as well as the accusation that the service used allowed for the possibility of multiple votes). The dispute is specifically over the board of directors' vote to nullify the election. Even if the board unanimously agrees that those problems should nullify the election, its only recourse is to bring the issue before the entire membership for resolution. Correct? 

[Josh Martin]

At the meeting some existing board members argued the election was invalid because the ballots were not proper (no write-in, and each candidate was a yes/no vote), as well as the accusation that people may have been able to vote multiple times. The board convened into executive session and voted to nullify the election results and hold a new election. RRO order speaks to contesting the "announced" results of an election. What constitutes announcing the results? Would notifying the newly elected members and providing them with welcome packets be considered an announcement? Also, if so, wouldn't the board then have no authority to throw out the election results? My understanding is that if there is a dispute only the voting body itself can resolve the dispute. I was asked what I would do at this point (I have been president of a few non-profits spanning twenty years), and I recommended they call a special meeting of the membership, present their reason for disputing the election, and allow the membership to vote on whether to hold a new election or not. Would this be a proper way of handling this issue?

Based on the facts presented, I think the board may well be correct that the election is null and void, however, it is also correct that only the voting body can make that determination, unless the organization's bylaws provide otherwise. Calling a special meeting to address this issue would be proper.

The proper method of announcing the results is generally to do so at a meeting, however, your organization's rules appear to make this impossible, so I suppose sending out the packets will have to count. In the future, it would be best to inform the rest of the society of the results as well. It is unclear whether this was done.

The entire election was held electronically; is that still considered "absentee" voting? And yes, the bylaws do specify an electronic election.

Yes, but if your bylaws authorize this, that's fine.

The dispute is specifically over the board of directors' vote to nullify the election. Even if the board unanimously agrees that those problems should nullify the election, its only recourse is to bring the issue before the entire membership for resolution. Correct?

Yes, this is correct, unless the organization's bylaws provide otherwise.

[mbillard]

Thank you all for your responses. My hope is that after this gets worked out as best it can be the board creates a committee to fix the voting procedures to prevent, or at least reduce, future problems.

[Edgar Guest]

 . . .  the board creates a committee to fix the voting procedures to prevent, or at least reduce, future problems.

 

Well, if the "fix" involves amending the bylaws, it's likely neither the board nor a committee of the board will have that authority.

[mbillard]

Well, if the "fix" involves amending the bylaws, it's likely neither the board nor a committee of the board will have that authority.

That is probably a topic for another day, but somewhere in the past the bylaws were amended to require only the board's vote for future amendments.

 

But more specifically, my point is that the drafting of new election procedures should be done via a committee. Tthe vote on adopting the changes, obviously, would have to comply with the bylaws.