Majority For Officer Election

[Guest Nancy B.]

Our community club did not have a quorum at the annual meeting, so the election of officers could not be held.  Another meeting of the membership was called on another date for the purpose of electing officers and trustees.  Please help us settle a dispute on what constitutes a majority for the election.  

 

Our bylaws state "Officers of the Corporation shall be elected by the majority vote of the members present at the annual membership meeting of the Corporation."  The bylaws also state, "All Trustees shall be elected by the majority vote of the members present at the annual meeting."

 

Our bylaws also have language about quorum and voting requirement for "special" and "regular" meetings.  They state for both meeting types, "any motion which receives a majority vote of such a quorum shall be declared duly adopted."

 

The tellers' committee says this second meeting is not the annual meeting, so the majority of the "votes cast" would determine the winning candidate.  Others contend that since no business could be conducted at the first meeting, due to lack of a quorum, the second meeting replaces the first meeting, and the business of the second meeting should be conducted as though it were the annual meeting, therefore, the majority would be determined from "members present."  I say, regardless of what we label this meeting, annual, regular, or special, the "majority vote of the quorum" or the "majority of those present," determines the majority number, not the "majority of votes cast." 

 

Thank you for your guidance in this matter.

[Edgar Guest]

I say, regardless of what we label this meeting, annual, regular, or special, the "majority vote of the quorum" or the "majority of those present," determines the majority number, not the "majority of votes cast." 

 

RONR defines a majority vote as the affirmative vote of a majority (i.e. more than half) of the members present and voting. It has nothing to do with the quorum requirement (though, of course, a quorum must be present).

 

So, with 100 members present, a vote of 1-0 would constitute a majority vote (with the other 99 member abstaining).

 

But once you modify the term "majority vote" (e.g. by referring to "the majority vote of the quorum" or "the majority vote of the members present") I'm afraid you're on your own.

[Gödel Fan]

We cannot interpret your bylaws; only your organization can do so.  You'll have to determine what your voting thresholds mean (and I wish you luck.)  However, what happened when the annual meeting was to be held?  Did you come to order and set an adjourned meeting?  Did you come to order and simply adjourn due to lack of quorum?  Or did you simply fail to meet and call a special meeting by whatever means your bylaws provide?

 

If you did anything but the first, you'll have other bylaw interpretation matters to consider, such as your terms of office and whether elections may be held at a special meeting rather than the annual meeting.  These are, again, matters of interpreting bylaws, but if you post the terms of office and the information about how trustees and the board are elected, you'll probably be able to get general guidance.