Bylaws question re elections - your interpretation, please

[Guest Paul]

Our bylaws seem to have some ambiguity to them and I'm looking for other opinions on how they should be interpreted.

"SECTION 1:  Board of Directors.  The Board shall be comprised of all elected officers plus a minimum of three others, all of whom shall be elected for one-year terms at the Club’s annual meeting as provided in Article IV and shall serve until their successors are elected.  General management of the Club’s affairs shall be entrusted to the Board of Directors, all of whom shall be members in good standing.

It says "A minimum of three" for the director positions. Technically, there is no maximum # stated. Does this mean that all nominees have to be accepted? Or at least put on the ballot for an up/down vote on each name?

As with most volunteer organizations, having TOO many people apply for a position is rarely a problem. Ideally, we'd like 3 or 4 directors, but right now we have 5 people applying. The board isn't sure how to handle it, or if they even have the ability to limit the # of directors.

The prevailing thought right now is to put all 5 names on the ballot for a simple yes/no - if the majority vote yes on a candidate, they're elected. It means we could have all 5 people elected as directors - or none of them.

[jstackpo]

That is indeed an open-ended provision. The "standard" answer to its meaning is (page 588) that your association has to decide.

IMO (worth every penny you pay for it) the best bet would be for the association to adopt a motion simply stating how many "plus" board members it wants before the election takes place.

Then set out to amend your bylaws accordingly.

[Transpower]

It's not proper to vote "for or against" someone.  I suggest that each board member vote for three candidates; the top three vote getters then get on the board.  Then, as jstackpo says above, amend your bylaws.

[Guest Paul]

So limit the # of directors via board motion, even though there is nothing in the bylaws that places a cap on the #?

Also - how would voting yes/no on each name be improper? I would think that would be the easier route - eg, nothing in violation of the bylaws, the vote is put in the hands of the members, etc.

Amending the bylaws is definitely in order in the near future, just gotta navigate this election first.

 

Thanks!

[Joshua Katz]

33 minutes ago, Guest Paul said:

So limit the # of directors via board motion, even though there is nothing in the bylaws that places a cap on the #?

 

This is a matter of bylaw interpretation, which only your organization can carry out. In my opinion, however, there is nothing (at least in what we've seen) authorizing the board to take such an action. But someone has to decide, so my opinion would be that a motion to set the board size would be in order at the Club meeting, and could be adopted by the same body which is empowered to elect the board and officers, which does not appear to be the board. (And then amend the bylaws - or, depending on your amendment procedure, be safe and amend the bylaws before conducting the election, although it appears that is not an option from your comments.)

36 minutes ago, Guest Paul said:

 Also - how would voting yes/no on each name be improper? I would think that would be the easier route - eg, nothing in violation of the bylaws, the vote is put in the hands of the members, etc.

 

Mr. Transpower was citing a general rule in RONR which provides that yes/no votes on candidates are not in order unless called for in the bylaws, because of the general principle that the way to defeat a candidate is to run against him, or vote for someone else. Even more generally, unlike most motions, there is no option at an election to simply say "nope, no President this time," so the only alternative to a candidate is another candidate. I believe that rule continues to apply in your circumstances, because of the possibility, if you used yes/no voting, that you could wind up with no other directors, violating your bylaw requirement for a minimum of 3. That is, I don't think your bylaws defeat the rule or its purpose. I don't think it solves your problem, even temporarily.

52 minutes ago, Transpower said:

I suggest that each board member vote for three candidates; the top three vote getters then get on the board. 

I do not see anything in what we've been cited which suggests that the board elects the next board. Did I miss something?

[Guest Paul]

18 minutes ago, Joshua Katz said:

Quote

This is a matter of bylaw interpretation, which only your organization can carry out. In my opinion, however, there is nothing (at least in what we've seen) authorizing the board to take such an action. But someone has to decide, so my opinion would be that a motion to set the board size would be in order at the Club meeting, and could be adopted by the same body which is empowered to elect the board and officers, which does not appear to be the board. (And then amend the bylaws - or, depending on your amendment procedure, be safe and amend the bylaws before conducting the election, although it appears that is not an option from your comments.)

OK, thank you. we won't be able to amend the bylaws prior to the election, but a motion by the membership to limit the board size for this election is a possibility.

Quote

Mr. Transpower was citing a general rule in RONR which provides that yes/no votes on candidates are not in order unless called for in the bylaws, because of the general principle that the way to defeat a candidate is to run against him, or vote for someone else. Even more generally, unlike most motions, there is no option at an election to simply say "nope, no President this time," so the only alternative to a candidate is another candidate. I believe that rule continues to apply in your circumstances, because of the possibility, if you used yes/no voting, that you could wind up with no other directors, violating your bylaw requirement for a minimum of 3. That is, I don't think your bylaws defeat the rule or its purpose. I don't think it solves your problem, even temporarily.

Makes sense, thank you. I learned something with that.

Quote

I do not see anything in what we've been cited which suggests that the board elects the next board. Did I miss something?

I think that was a misunderstanding. The membership elects the board.

 

[Josh Martin]

6 hours ago, Transpower said:

It's not proper to vote "for or against" someone.  I suggest that each board member vote for three candidates; the top three vote getters then get on the board.  Then, as jstackpo says above, amend your bylaws.

I disagree with this for two reasons. First, since the bylaws provide only for a minimum of three members, there does not seem to be anything preventing the society from electing more board members if it wishes to do so. Second, a plurality vote is not sufficient unless the bylaws so provide.

I concur with Dr. Stackpole that the most reasonable solution is to adopt a motion specifying the number of board members, where that number is at least three, and then elect that many board members (with a majority vote required).

5 hours ago, Guest Paul said:

So limit the # of directors via board motion, even though there is nothing in the bylaws that places a cap on the #?

Yes, exactly. There is nothing in your bylaws which caps the number, but there is also nothing suggesting that the society cannot adopt such a cap if it wishes to do so.

5 hours ago, Guest Paul said:

Also - how would voting yes/no on each name be improper? I would think that would be the easier route - eg, nothing in violation of the bylaws, the vote is put in the hands of the members, etc.

What happens if, through this method, the society elects fewer than three board members?

In the ordinary case, the bylaws specify a set number of board members. That many board members, no more and no fewer, must be elected. As a result, the question is not whether to elect board members, but who to elect. Therefore, a yes/no vote is not proper (at least in a ballot vote). If the vote is taken by voice (which is not recommended), a yes/no vote is taken simply because there is no other option.

Edited November 20, 2018 at 07:36 PM by Josh Martin

[Guest Paul]

Thanks for all the responses! This really did help a lot!

[Gary Novosielski]

10 hours ago, Transpower said:

I suggest that each ... member vote for three candidates; the top three vote getters then get on the board.  Then, as jstackpo says above, amend your bylaws.

But three is listed as the minimum, and no rule limits it beyond that.

I  agree with Messrs. Stackpole and Martin--and I believe I have at some time heard Mr. Honemann suggest--that before the election, the assembly adopt a motion setting the number of directors to be elected.  This motion would be in order as it does not conflict with the bylaws (so long as the number is three or more) and is therefore presumed to be within the power of the assembly to decide. 

And I assume you meant the top three vote getters with a majority.

I 

Edited November 20, 2018 at 11:47 PM by Gary Novosielski