Majority vote when there is a range of positions to be filled

[Guest Patricia Langlois]

Let's say that the Bylaws specify that a range of Board positions exist, say not less than four and no more than seven.  An election is held with seven positions available, and five of nine candidates receive a majority when ballots are counted.  The meeting ends at that point, with the five declared elected.

Was it necessary to continue voting until the sixth and seventh seven positions are filled?

 

 

[Josh Martin]

5 minutes ago, Guest Patricia Langlois said:

Let's say that the Bylaws specify that a range of Board positions exist, say not less than four and no more than seven.  An election is held with seven positions available, and five of nine candidates receive a majority when ballots are counted.  The meeting ends at that point, with the five declared elected.

Was it necessary to continue voting until the sixth and seventh seven positions are filled?

When organizations have rules like this one, what they should do is adopt a resolution prior to the election specifying the size of the board, with that number being no less than four and no more than seven. The assembly may then proceed to elect that many candidates. The failure of organizations to adopt resolutions of this nature is what leads to such confusion.

When the organization fails to adopt such a resolution, it creates an ambiguous situation as to what is supposed to happen in a situation like the one you describe, where the assembly has filled more than the minimum number of positions (but less than the maximum) and there are additional persons who wish to be elected.

In any event, it seems to me that ultimately the answer to your question is "No," the organization is not required to continue voting until the sixth and seventh positions have been filed. The rule requires that the board shall consist of not less than four and no more than seven board members. As a result, the organization may choose to elect only five board members if it wishes, but it is not clear to me that a decision was made on this matter.

[Richard Brown]

22 minutes ago, Josh Martin said:

In any event, it seems to me that ultimately the answer to your question is "No," the organization is not required to continue voting until the sixth and seventh positions have been filed.

I agree and also agree with the rest of Mr. Martin's post.  It is preferable for the organization to determine in advance of the election on the number of directors to be elected, but it is not required.