Elections for Multiple Positions with Varying Terms

[anon]

Board of Directors positions were filled by secret ballot at an in-person 2020 annual owner's meeting (before COVID restrictions) per the Bylaws.  The Bylaws require (1) staggered two-year terms for two of five Board of Director positions, (2) owner election of successors to fill expired terms, and (3) owner election to fill the unexpired term balance remaining, if any, for vacancies whether filled or not by the Board. The Bylaws invoke RONR latest edition parliamentary authority in the event of a dispute.

There were three expired two-year terms and two vacancies with a balance of one unexpired year remaining due to an incomplete election in 2019. There was never any attempt to conduct another owners meeting to complete the 2019 elections and there were no incumbents, thereby creating vacancies per RONR (12th ed.) 46:45.

Paper ballots were issued at the 2020 owners meeting to elect five Directors one-at-a-time, with the Chair announcing results from the Teller's Report on completion of each election before distributing ballots for the next Director position to be filled.

A Point of Order was raised immediately upon distribution of the first blank ballot sheet, because differing term lengths were not assigned on the ballots. The Chair decided against identification of the length of term, reasoning that the new Board would decide the term for each elected Director. An appeal was sustained in the Chair's favor despite the absence of Board authority in the Bylaws for Board determination of Director terms.

As of December 10, 2020, the Board (1) has NOT made a motion to assign the Director's terms and (2) filled two vacancies created by resignation of two Directors.

My reading of RONR 46:34 indicates the longer terms are to be allocated among those receiving a majority vote in the order in which they obtain greater numbers of votes. There were no ties and two of the top three vote-getters resigned.

If you would be so kind as to confirm the following conclusions for conduct of the 2021 annual meeting election of Directors:

     - One of three elected Directors remains with an unexpired balance of one year to serve (as it happens, this is the Board's elected President)

     - Two Directors positions with an unexpired balance of one-year remaining are vacant and successors will be elected by the owners

     - Two Directors positions with expired two-year terms will be filled by owner election

 

[Josh Martin]

1 hour ago, anon said:

There were three expired two-year terms and two vacancies with a balance of one unexpired year remaining due to an incomplete election in 2019. There was never any attempt to conduct another owners meeting to complete the 2019 elections and there were no incumbents, thereby creating vacancies per RONR (12th ed.) 46:45.

Yes, it seems reasonable to conclude that if the positions were already vacant and no one was elected, those positions remain vacant.

1 hour ago, anon said:

My reading of RONR 46:34 indicates the longer terms are to be allocated among those receiving a majority vote in the order in which they obtain greater numbers of votes.

"If the multiple positions have varying terms (as may happen when terms are staggered or there is an election to fill the remainder of an unexpired term) and the differing term lengths have not been assigned different sections of the ballot, the longer terms are allocated among those receiving a majority vote in the order in which they obtain greater numbers of votes. If there is a tie, the tied candidates may agree which of them will take a longer term; if they do not agree, the question is put to a vote on the next ballot." RONR (12th ed.) 46:36

Yes, I think this is correct.

1 hour ago, anon said:

If you would be so kind as to confirm the following conclusions for conduct of the 2021 annual meeting election of Directors:

     - One of three elected Directors remains with an unexpired balance of one year to serve (as it happens, this is the Board's elected President)

     - Two Directors positions with an unexpired balance of one-year remaining are vacant and successors will be elected by the owners

     - Two Directors positions with expired two-year terms will be filled by owner election

It's somewhat difficult to follow all of this, but yes, I think this is correct.

Edited December 10, 2020 at 08:53 PM by Josh Martin

[Gary Novosielski]

On 12/10/2020 at 2:34 PM, anon said:

Board of Directors positions were filled by secret ballot at an in-person 2020 annual owner's meeting (before COVID restrictions) per the Bylaws.  The Bylaws require (1) staggered two-year terms for two of five Board of Director positions, (2) owner election of successors to fill expired terms, and (3) owner election to fill the unexpired term balance remaining, if any, for vacancies whether filled or not by the Board. The Bylaws invoke RONR latest edition parliamentary authority in the event of a dispute.

There were three expired two-year terms and two vacancies with a balance of one unexpired year remaining due to an incomplete election in 2019. There was never any attempt to conduct another owners meeting to complete the 2019 elections and there were no incumbents, thereby creating vacancies per RONR (12th ed.) 46:45.

Paper ballots were issued at the 2020 owners meeting to elect five Directors one-at-a-time, with the Chair announcing results from the Teller's Report on completion of each election before distributing ballots for the next Director position to be filled.

A Point of Order was raised immediately upon distribution of the first blank ballot sheet, because differing term lengths were not assigned on the ballots. The Chair decided against identification of the length of term, reasoning that the new Board would decide the term for each elected Director. An appeal was sustained in the Chair's favor despite the absence of Board authority in the Bylaws for Board determination of Director terms.

As of December 10, 2020, the Board (1) has NOT made a motion to assign the Director's terms and (2) filled two vacancies created by resignation of two Directors.

My reading of RONR 46:34 indicates the longer terms are to be allocated among those receiving a majority vote in the order in which they obtain greater numbers of votes. There were no ties and two of the top three vote-getters resigned.

If you would be so kind as to confirm the following conclusions for conduct of the 2021 annual meeting election of Directors:

     - One of three elected Directors remains with an unexpired balance of one year to serve (as it happens, this is the Board's elected President)

     - Two Directors positions with an unexpired balance of one-year remaining are vacant and successors will be elected by the owners

     - Two Directors positions with expired two-year terms will be filled by owner election

 

It is worth remembering that in order to be elected, a candidate must get a majority vote, i.e., must receive votes on more than half the ballots for that office.  If you're working from the top vote-getter downward, you have to stop when you reach someone without a majority, and have an additional round of balloting.