Annual meeting, elections, by laws

[Guest Tammy]

Our organization holds an annual conference/meeting in which the elections take place for the open board officers during that time. This year we have had to cancel due to COVID19.  Several members of the board have stated that due to the fact that our bylaws state "we shall hold an annual meeting" that statement holds us to having a meeting of some kind. They are suggesting to fufill that obligation by calling for email nominations and votes for the open board positions. I am asking that all elected officials stay in their position for the duration of this year until an official meeting can be conducted in 2021. Due to strict time restraints we must have our annual meeting in June. Any suggestions or comments would be extremely helpful. Thank you

[Atul Kapur]

You may find the Unofficial FAQ helpful.

You should carefully read your bylaws to see what flexibility it gives you, if any.

[Josh Martin]

17 hours ago, Guest Tammy said:

Our organization holds an annual conference/meeting in which the elections take place for the open board officers during that time. This year we have had to cancel due to COVID19.  Several members of the board have stated that due to the fact that our bylaws state "we shall hold an annual meeting" that statement holds us to having a meeting of some kind. They are suggesting to fufill that obligation by calling for email nominations and votes for the open board positions. I am asking that all elected officials stay in their position for the duration of this year until an official meeting can be conducted in 2021. Due to strict time restraints we must have our annual meeting in June. Any suggestions or comments would be extremely helpful. Thank you

Do your bylaws authorize email voting? What exactly do your bylaws say about when the annual meeting is held? What exactly do your bylaws say regarding the term of office for board members?

[smb]

It may also make a difference whether your Association is incorporated or not.  If so, many states provide that Directors remain in office until their successors have been elected.  Some say "unless the bylaws provide otherwise", but many have it as an absolute rule.  Similarly, many states permit virtual meetings via zoom or other teleconferencing method even if not provided for in your bylaws.  if this is a viable option, and your numbers aren't too large, my suggestion would be to hold a virtual meeting instead of email -- possibly for the sole purpose of calling to order and accepting nominations.  That would enable you to comply with the requirement that the annual meeting be held.  And, if you are lucky, you may have some positions with only a single candidate -- you can declare them elected by acclamation unless your bylaws require a ballot vote even when only a single candidate. Finally, many state corp codes that permit email voting have strict requirements for prior consent from each member before email can be used; if you haven't prepared for it in advance, it might not be a viable option.

 

[Albert]

Our outgoing association board has determined to hold its required annual meeting virtually by a conference call. State emergency legislation has enabled a quorum to consist of whomever is present. The first order of business is a role call with usually about twenty four owners.

We have two buildings and the bylaws indicate electing directors from both buildings. Having no history of virtual voting, a proposed plan is to elect a director from building one and then a director from building two and so on until we achieve at least four new directors. (We are limited to nine, but two special directors are continuing.) The bylaws allow the number actually elected to be set at the meeting (up to seven is permitted). Should the owners first move to elect a total of four new members either by a vote of ascent or roll call? 

‘The bylaws also state (for in person meetings) that members are elected who receive the most votes. Would an election with a role call for two directors from building one work? (We would require a second vote for building two.)

Alternatively we could hold nominations for building one directors and, with assent, could close nominations at two with assent and also separately accept the nominations by assent. We have no mechanism to hold-over outgoing directors with one-year terms but would seem to need a vote to re-elect. The concern is long roll call voting over virtual meeting media.

[J. J.]

Does state law or your bylaws permit conference call meetings?

[Josh Martin]

2 hours ago, Albert said:

Our outgoing association board has determined to hold its required annual meeting virtually by a conference call.

Do your bylaws authorize this? Or was there emergency legislation on this too?

2 hours ago, Albert said:

State emergency legislation has enabled a quorum to consist of whomever is present.

Well, that's interesting, but that doesn't necessarily help with meeting by conference call. Unless the society is authorized to meet by conference call, the only persons who are present (and able to vote) are those who are physically present in the same room or area.

I suppose a potential workaround, if the organization is not authorized to meet electronically, would be to "informally" meet electronically to handle the elections, and then have one person present at the formal meeting to conduct the actual elections (electing whoever was decided on at the informal meeting). It seems this would work, under the emergency legislation which permits a quorum to consist of whomever is present. Just make sure you really trust that person.

2 hours ago, Albert said:

We have two buildings and the bylaws indicate electing directors from both buildings. Having no history of virtual voting, a proposed plan is to elect a director from building one and then a director from building two and so on until we achieve at least four new directors. (We are limited to nine, but two special directors are continuing.)

How do you handle this in ordinary circumstances? I think I need to understand that before we can develop a plan to adapt this to an electronic meeting.

2 hours ago, Albert said:

The bylaws allow the number actually elected to be set at the meeting (up to seven is permitted). Should the owners first move to elect a total of four new members either by a vote of ascent or roll call? 

Yes, certainly the number of board members to be elected should be determined prior to electing the actual board members.

2 hours ago, Albert said:

‘The bylaws also state (for in person meetings) that members are elected who receive the most votes. Would an election with a role call for two directors from building one work? (We would require a second vote for building two.)

Alternatively we could hold nominations for building one directors and, with assent, could close nominations at two with assent and also separately accept the nominations by assent. We have no mechanism to hold-over outgoing directors with one-year terms but would seem to need a vote to re-elect. The concern is long roll call voting over virtual meeting media.

Again, I think I need to first understand how your organization normally meets it requirement of electing directors from both buildings before I can provide advice on this matter.

[Albert]

8 hours ago, J. J. said:

Does state law or your bylaws permit conference call meetings?

 

 

7 hours ago, Josh Martin said:

Do your bylaws authorize this? Or was there emergency legislation on this too?

Well, that's interesting, but that doesn't necessarily help with meeting by conference call. Unless the society is authorized to meet by conference call, the only persons who are present (and able to vote) are those who are physically present in the same room or area.

I suppose a potential workaround, if the organization is not authorized to meet electronically, would be to "informally" meet electronically to handle the elections, and then have one person present at the formal meeting to conduct the actual elections (electing whoever was decided on at the informal meeting). It seems this would work, under the emergency legislation which permits a quorum to consist of whomever is present. Just make sure you really trust that person.

How do you handle this in ordinary circumstances? I think I need to understand that before we can develop a plan to adapt this to an electronic meeting.

Yes, certainly the number of board members to be elected should be determined prior to electing the actual board members.

Again, I think I need to first understand how your organization normally meets it requirement of electing directors from both buildings before I can provide advice on this matter.

 

Edited April 16, 2020 at 10:18 PM by Albert
Incorrect citation.

[Albert]

 

Reserved comment.

Edited April 16, 2020 at 10:20 PM by Albert
Incorrect citation.

[Joshua Katz]

Is your organization a public corporation?

[Albert]

No. My reference was incorrect.