Approval of full slate of HOA directors

[Guest Michael C]

At HOA annual meeting there are 9 or less candidates nominated to fill 9 annually elected seats.  Bylaws say nothing about elections, but do say that any matter taken up at annual meeting requires majority vote for adoption.  How can the chair declare that since there are 9 or fewer nominees the full slate of nominees is thereby “elected”?

What if there were 10 or more nominees for the 9 seats?

[Weldon Merritt]

Do the bylaws really say nothing at all about elections? That seems unlikely, but for purposes of my response, I will take your word for it. Since the bylaws do not require a ballot vote for elections, and there were no more nominees than position t be filled, then it indeed is in order (and in fact, the proper procedure) for the chair to declare the nominees elected.

"If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or 'acclamation.'" RONR (12th ed.) 46:40.

If you're not happy with that procedure, then nominate someone else, and move that the vote be taken by ballot. Or for a more long-term solution, propose a bylaws amendment that requires a ballot vote for elections.

[Josh Martin]

1 hour ago, Guest Michael C said:

At HOA annual meeting there are 9 or less candidates nominated to fill 9 annually elected seats.  Bylaws say nothing about elections, but do say that any matter taken up at annual meeting requires majority vote for adoption.  How can the chair declare that since there are 9 or fewer nominees the full slate of nominees is thereby “elected”?

Because if there are nine seats and there are nine or fewer candidates then there isn't really much question of who to elect.

It must be understood that you can't just vote "no" in an election. If the bylaws require that nine directors be elected, then nine directors have to be elected. As a result, the only way to prevent the election of these persons would be to vote for someone else. So the most logical thing to do if the members don't like one or more of the candidates would be to nominate more candidates. Alternately, the assembly could adopt a motion ordering that a ballot vote be taken. Members could then "write in" candidates of their choice.

1 hour ago, Guest Michael C said:

What if there were 10 or more nominees for the 9 seats?

Then obviously some form of election would be required. RONR strongly recommends a ballot vote for the election of officers.

Edited October 1, 2020 at 10:07 PM by Josh Martin

[Weldon Merritt]

4 minutes ago, Josh Martin said:

Alternately, the assembly could adopt a motion ordering that a ballot vote be taken. Members could then "write in" candidates of their choice.

That seems like it should be in order. But I wonder. The passage I quoted from RONR-12 *which appears t be unchanged form the 11th edition) seems to strongly imply that such a motion would not be in order, absent  a suspension of the rules. Either the bylaws require a ballot vote even when there are no more candidates than positions, or they don't. And if they don't. it seems t me that a motion to elect by ballot could be ruled dilatory. However, I suspect most of my colleagues will disagree.

[Gary Novosielski]

1 hour ago, Weldon Merritt said:

However, I suspect most of my colleagues will disagree.

Allow me the honor of being the first.  🙂

 

[Atul Kapur]

1 hour ago, Weldon Merritt said:

That seems like it should be in order. But I wonder. The passage I quoted from RONR-12 *which appears t be unchanged form the 11th edition) seems to strongly imply that such a motion would not be in order, absent  a suspension of the rules. Either the bylaws require a ballot vote even when there are no more candidates than positions, or they don't. And if they don't. it seems t me that a motion to elect by ballot could be ruled dilatory. However, I suspect most of my colleagues will disagree.

Weldon, how would you balance 46:40, as you quoted above, with 46:30? Specifically, do you think that 46:30 means that it requires a suspension of the rules, or simply an incidental (or incidental main) motion?

[Weldon Merritt]

1 hour ago, Atul Kapur said:

Weldon, how would you balance 46:40, as you quoted above, with 46:30? Specifically, do you think that 46:30 means that it requires a suspension of the rules, or simply an incidental (or incidental main) motion?

I'll start by saying I was not (and still am not) particularly confident in the opinion I expressed earlier. But the phrase, " the chair ... simply declares [not "should declare"] that the nominee is elected" seems pretty unambiguous. On the other hand, 42:30 also seems pretty straightforward. I think if I were the chair, I would not, sua sponte, rule a motion for a ballot vote not in order. And if a member raised a Point of Order, I probably would cite both provisions and put it to the assembly.

[Dan Honemann]

in those instances in which the bylaws do not require a ballot vote, a ballot vote can be ordered by a majority vote (RONR, 12th ed., 30:1-11, 45:19).  When a ballot vote has been so ordered, no action is in order that would force the disclosure of a member's vote or views on the matter (45:21).  The rule in 46:40, therefore, can have its application only in those instances in which no ballot vote (or roll-call vote) has been ordered, and the assembly will be voting by voice vote (or rising vote or show of hands) if more than one person has been nominated.