List of Nominees Defeated

[Guest Jim O]

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We have a Nominating Committee that presents 5 candidates for 5 openings on our board. There is no nominations from the floor.

What would happen if at our AGM the membership votes to defeat the NC's candidates. 

Since there are no nominations from the floor would a special meeting need to be scheduled with a new list of nominees for election.

Another question:  can your bylaws stipulate that the NC candidates be elected by acclimation.

Thank you

Jim O

[Josh Martin]

2 minutes ago, Guest Jim O said:

We have a Nominating Committee that presents 5 candidates for 5 openings on our board. There is no nominations from the floor.

Do your bylaws specify this? Unless your bylaws provide otherwise, nominations from the floor are in order. Write-in votes are also in order unless your bylaws provide otherwise.

3 minutes ago, Guest Jim O said:

What would happen if at our AGM the membership votes to defeat the NC's candidates. 

Under RONR, elections are not a vote on whether to elect or defeat particular candidates. Rather, members vote for a candidate of their choice for each available office. So the only way to defeat the nominating committee's candidates would be to elect other candidates. If that happens, then those other candidates are elected.

5 minutes ago, Guest Jim O said:

Since there are no nominations from the floor would a special meeting need to be scheduled with a new list of nominees for election.

It is not clear to me that it is correct that there are no nominations from the floor. Even assuming that this is correct, no, a special meeting with a new list of nominees would not be necessary. Write-in votes are in order.

6 minutes ago, Guest Jim O said:

Another question:  can your bylaws stipulate that the NC candidates be elected by acclimation.

In the event there are no other nominees (and if your bylaws do not require a ballot vote and the assembly has not ordered a ballot vote), electing the sole candidates by acclamation is already the proper procedure.

[Atul Kapur]

On 4/17/2020 at 1:57 PM, Guest Jim O said:

Another question:  can your bylaws stipulate that the NC candidates be elected by acclimation.

Well, if you're going to do that, just be clear and direct and do away with the pretense of an election by the main body. What you're proposing is a structure where the NC will choose the five incoming board members. So just say that, if that's what you want to do. I'm not saying it's a good idea, but your bylaws can completely subvert the principles of parliamentary law do away with elections.

Edited April 18, 2020 at 06:05 PM by Atul Kapur
Made my comments more specific as indicated

[Byron Baxter]

Do the bylaws prohibit write in candidates?

[Guest Jim O]

Josh,

Thank you for your prompt reply. There is a statement in the bylaws regarding no nominations from the floor. 

I have included the entire Article for you comments. There are two questions at the bottom.

9.4         Nominations

Candidates for the office of Director shall comprise the slate of candidates for office proposed by the Nominating Committee, or if there is no Nominating Committee, by the Board.  There shall be no nominations from the floor of the meeting at which Directors are elected.

ARTICLE 9

ELECTION OF THE BOARD

9.1          Election of Directors

Subject to the provisions of the Act and Articles, Directors shall be elected by the Members.

9.2          Term of Office

The term of office of a Director shall be two (2) years, to expire at the conclusion of the second Annual Meeting following election, or, if no successor is elected at the Annual Meeting, to expire when a successor is elected.

9.3          Re-Election

There are no restrictions on number of terms for re-election of a Director.  

9.4          Elections

At each Annual Meeting, a number of Directors equal to the number of Directors retiring plus any vacancies than outstanding shall be elected.

9.5          Nominations

Candidates for the office of Director shall comprise the slate of candidates for office proposed by the Nominating Committee, or if there is no Nominating Committee, by the Board.  There shall be no nominations from the floor of the meeting at which Directors are elected.

COMMENT/QUESTION: Given that the Nominating Committee/Board identifies the slate and there are no nominations from the floor.

Why is there a requirement to vote for the directors? Why but what if the members defeat the proposed slate?

 

[Guest Jim O]

Byron

The bylaws are silent regarding in write in candidates.

Thank you

Jim O

[Joshua Katz]

1 hour ago, Guest Jim O said:

Why is there a requirement to vote for the directors? Why but what if the members defeat the proposed slate?

 

 

I don't see anything in the bylaws about how to vote, so I don't think a yes/no ballot is appropriate. See also:

35 minutes ago, Guest Jim O said:

The bylaws are silent regarding in write in candidates.

 

In that case, assuming RONR is your parliamentary authority, they are permitted. Which is why it makes sense to hold an election despite only having one candidate for each position.

But I don't understand why your organization would have these bylaws in the first place. Also, how is it decided whether or not there is a Nominating Committee, as mentioned twice in the bylaws excerpt presented? If the board makes that decision, I see a problem.

[Josh Martin]

6 hours ago, Guest Jim O said:

COMMENT/QUESTION: Given that the Nominating Committee/Board identifies the slate and there are no nominations from the floor.

Why is there a requirement to vote for the directors?

There is not necessarily a requirement for a vote. As has been previously noted, election by acclamation is the proper course of action if there are no other nominees, a ballot vote is not required, and the assembly has not ordered a ballot vote. Your bylaws do not appear to require a ballot vote, they explicitly prohibit nominations from the floor, and they have no other method for persons other than the nominating committee to make nominations. As a result, there will not be any other nominations. So it looks to me that the only way there would be a vote is if the assembly orders that the vote be taken by ballot. If this occurs, members could vote for candidates of their choice, since your bylaws do not prohibit write-in votes. It would take a majority vote to order a ballot vote.

If the assembly does not order that a vote be taken, the chair could declare the unopposed nominees elected.

6 hours ago, Guest Jim O said:

Why but what if the members defeat the proposed slate?

As has been explained several times, that is not how it works. There is no vote to elect or defeat the slate. If members order that a vote be taken, how a vote works in an election is that members vote for a candidate of their choice for each available position. The candidates that receive a majority are elected. So it could be that some, all, or none of the candidates nominated by the committee are elected. What happens is that other people (write-in candidates) will be elected in their place.

Your organization has apparently made it extremely difficult to elect anyone other than the candidates put forth by the nominating committee, but it has not quite made it impossible. Your organization could adopt rules in the bylaws prohibiting write-in votes, in which case the "election" will become meaningless and more of a ceremony. As Dr. Kapur notes, the organization could also dispense with the ceremony and just amend the bylaws to call the nominating committee the "Electing Committee" and provide that it elects the officers.

(I suppose the organization could also adopt rules in the bylaws for an up or down vote on the "slate," although the organization would then also need to adopt rules specifying what happens if the slate is defeated. As has been noted repeatedly, this is not how elections work in RONR, so RONR has no answer to this question.)

I would strongly encourage moving in the opposite direction and making it easier for the membership to elect candidates of its choice. I suggest amending the bylaws to permit nominations from the floor or, in the alternative, provide some other method for members to make nominations.

5 hours ago, Joshua Katz said:

But I don't understand why your organization would have these bylaws in the first place. Also, how is it decided whether or not there is a Nominating Committee, as mentioned twice in the bylaws excerpt presented? If the board makes that decision, I see a problem.

I see a problem either way.

Edited April 18, 2020 at 08:31 PM by Josh Martin

[Guest Jim O]

On 4/17/2020 at 3:23 PM, Atul Kapur said:

Well, if you're going to do that, just be clear and direct and do away with the pretense of an election by the main body. What you're proposing is a structure where the NC will choose the five incoming board members. So just say that, if that's what you want to do. I'm not saying it's a good idea, but your bylaws can completely subvert the principles of parliamentary law.

Gentlemen

Thank you very much for your guidance in this matter.

Jim 

 

 

 

[Atul Kapur]

On 4/17/2020 at 2:23 PM, Atul Kapur said:

Well, if you're going to do that, just be clear and direct and do away with the pretense of an election by the main body. What you're proposing is a structure where the NC will choose the five incoming board members. So just say that, if that's what you want to do. I'm not saying it's a good idea, but your bylaws can completely subvert the principles of parliamentary law do away with elections.

Completely tangential technical note: I edited my post 3 hours earlier, as the forum tells me. But the quote by Guest Jim in his post immediately above, which I'm told was posted 25 minutes before this one, doesn't incorporate the edit.

Edited April 18, 2020 at 09:33 PM by Atul Kapur

[Gary Novosielski]

18 hours ago, Atul Kapur said:

Completely tangential technical note: I edited my post 3 hours earlier, as the forum tells me. But the quote by Guest Jim in his post immediately above, which I'm told was posted 25 minutes before this one, doesn't incorporate the edit.

I've been known to answer a question, including a quote, and then forget to hit the  Submit Reply  button until some time later.

[Gary Novosielski]

On 4/18/2020 at 9:43 AM, Guest Jim O said:

Josh,

Thank you for your prompt reply. There is a statement in the bylaws regarding no nominations from the floor. 

I have included the entire Article for you comments. There are two questions at the bottom.

9.4         Nominations

Candidates for the office of Director shall comprise the slate of candidates for office proposed by the Nominating Committee, or if there is no Nominating Committee, by the Board.  There shall be no nominations from the floor of the meeting at which Directors are elected.

 

 

ARTICLE 9

ELECTION OF THE BOARD

 

9.1          Election of Directors

 

Subject to the provisions of the Act and Articles, Directors shall be elected by the Members.

 

9.2          Term of Office

 

The term of office of a Director shall be two (2) years, to expire at the conclusion of the second Annual Meeting following election, or, if no successor is elected at the Annual Meeting, to expire when a successor is elected.

 

9.3          Re-Election

 

There are no restrictions on number of terms for re-election of a Director.  

 

9.4          Elections

 

At each Annual Meeting, a number of Directors equal to the number of Directors retiring plus any vacancies than outstanding shall be elected.

 

9.5          Nominations

 

Candidates for the office of Director shall comprise the slate of candidates for office proposed by the Nominating Committee, or if there is no Nominating Committee, by the Board.  There shall be no nominations from the floor of the meeting at which Directors are elected.

 

COMMENT/QUESTION: Given that the Nominating Committee/Board identifies the slate and there are no nominations from the floor.

Why is there a requirement to vote for the directors? Why but what if the members defeat the proposed slate?

 

 

The quote from the bylaws appears to contain two identical Nominations provisions, one labeled 9.5, and the other labeled 9.4, which for some reason precedes Article 9, and appears to be incorrectly numbered 9.4, as well.

Also, in both of these articles, someone needs to research the definition of the verb to comprise.  It is the slate which comprises the candidates, not the candidates which comprise the slate.  Perhaps the drafters meant compose.  

And, as has been noted, it is not possible for the slate to simply be defeated, since if the ballot is properly constructed, the only way to vote against a candidate is to vote for another candidate, presumable by write-in votes, in your case.  It is then possible for there to be an incomplete election, if one or more candidates fails to receive a majority vote.  That case is solved by holding a second ballot, and possibly subsequent ballots, leaving off candidates already elected.

I note that your bylaws prevent nominations from the floor at the election meeting.  This raises the question of when the report of the Nominating Committee is presented to the members.  If, like many societies, the report is received by the members at a meeting prior to the election meeting, then the rules in RONR would require opening nominations from the floor at that time.