Can't find enough candidates to hold election

[Guest Guest Aileen]

I belong to a small chapter of a national organization. Our executive committee has 7 elected members. Our bylaws specify that elections shall be held annually in the fourth quarter of each year, but the bylaws are short on many other details. Since I've been involved, elections have been held annually for two-year terms. Elections are done by mail (as permitted in the bylaws) and voting is by the full membership of our chapter (although in practice, only about a tenth of the members return their ballots). Historically, in odd numbered years, three members are elected in early December to take office the following January, and in even numbered years, four members are elected to serve in  odd numbered years.

The bylaws state that "The ballot shall allow each voter to vote for as many candidates as there are positions to be filled." This year, our nominating committee made a huge effort, but they were not able to find four nominees who are willing to serve, and therefore the election has not taken place. The bylaws do not give any guidance on that situation. The bylaws don't state that we should follow Roberts' Rules of Order, but it would be helpful to know what procedures might be generally considered fair while we work our way through our current situation.

Since the bylaws state that elections are held in the fourth quarter, and there is no clause providing for special elections, must we wait until fall of 2021 to hold the election? Do the three members whose terms don't expire constitute the executive committee until the election can take place? The bylaws say the Executive committee, "shall have the power to fill a vacancy in any elected or appointed office. A vacancy in an elected position shall be filled by vote of the remaining members." So, can the 3 remaining members of the executive committee appoint the 3 willing candidates to fill 3 of the vacancies? 

If the national organization's bylaws and rules speak to this situation, I haven't been able to find any mention of it. 

In our chapter's 25 years of existence, we have been blessed with an unusual amount of harmony and cooperative spirit. I see no signs of dissention or unhappiness, just overwhelming apathy among the general membership and increasing burnout among the devoted few. Obviously we need to find ways to revitalize our organization. In the meantime, having some guidelines or precedents to follow would be very helpful.

 

[Josh Martin]

17 minutes ago, Guest Guest Aileen said:

Since the bylaws state that elections are held in the fourth quarter, and there is no clause providing for special elections, must we wait until fall of 2021 to hold the election?

No. The elections should have still been held at the time required by the bylaws and, since the organization has failed to do that, the election should now be held as soon as possible. This isn't a "special election," it's a regular election being held late.

An election can and must be held even if there are fewer nominees than available positions. Members can cast "write-in" votes for the positions where there are no nominees.

18 minutes ago, Guest Guest Aileen said:

Do the three members whose terms don't expire constitute the executive committee until the election can take place?

I would check to see whether your bylaws provide that members continue to serve until their successors are elected. If not, then yes, this seems to be correct.

20 minutes ago, Guest Guest Aileen said:

The bylaws say the Executive committee, "shall have the power to fill a vacancy in any elected or appointed office. A vacancy in an elected position shall be filled by vote of the remaining members." So, can the 3 remaining members of the executive committee appoint the 3 willing candidates to fill 3 of the vacancies? 

The organization should proceed to conduct the regular election required by its bylaws as soon as possible.

[Richard Brown]

1 hour ago, Guest Guest Aileen said:

The bylaws say the Executive committee, "shall have the power to fill a vacancy in any elected or appointed office. A vacancy in an elected position shall be filled by vote of the remaining members." So, can the 3 remaining members of the executive committee appoint the 3 willing candidates to fill 3 of the vacancies? 

 

1 hour ago, Josh Martin said:

The organization should proceed to conduct the regular election required by its bylaws as soon as possible.

I'm not sure I necessarily agree.  The devil is in the details.

If the bylaws provide that members continue to serve until their successors are elected, then I agree.  But if there is no such provision in the bylaws, then those terms have expired and it seems to me that those positions are vacant and the Executive Committee should be able to fill the vacancies per the quoted bylaw provision regarding filling vacancies. 

I suppose the board could choose to delay taking action and permit a delayed election to take place, but that comes pretty close to a dereliction of duty on the part of the board and I question whether it is appropriate to do so.

Edited to add:  In fairness, I note that the bylaws say the Board MAY fill the vacancies.  The quoted provision does not say the Board "shall" or "must" fill the vacancies and certainly provides no timeline for filling vacancies.

Edited January 25, 2021 at 06:13 PM by Richard Brown
Added last paragraph

[Josh Martin]

1 hour ago, Richard Brown said:

I suppose the board could choose to delay taking action and permit a delayed election to take place, but that comes pretty close to a dereliction of duty on the part of the board and I question whether it is appropriate to do so.

I understand this concern, but it also does not seem appropriate for vacancy-filling procedures to be used in lieu of the regular elections.

Perhaps the board could specify that the appointments are effective only until the elections can be completed.

Edited January 25, 2021 at 07:41 PM by Josh Martin