When Bylaws are silent

[Spencer]

Each year, one-third of our nine-member Board seats are up for election.  A panel of election judges count the secret ballots, determine what constitutes a majority, then determine which candidates received a majority of votes to be elected.  Our most recent election resulted in only two candidates receiving a majority of votes.  The remaining four candidates were ranked by number of votes received and a majority of the Board decided to switch to the plurality method to fill the third remaining seat.  They did this to avoid the time and expense of mailing ballots a second time to our 400+ members for the one remaining seat.  A month later when the new Board was electing officers to serve for the coming year, no candidate for President received a majority of votes, and again the Board used the plurality method, and gave the office to the candidate receiving the highest number of votes (4).  The Bylaws do not specifically state elections shall be won by a majority of votes, but it is stated that Robert's Rules of Order shall serve as a model for the procedures of meetings and as a guide for governance.  From what I've read, RR always calls for a majority in an election.  My questions are:

1.  What dangers might be encountered in using plurality?

2.  If the President was elected by plurality having received only 4 votes out of nine (or ten, see Question 3), how many votes are needed to remove the President from the office?  The Bylaws state a vote of six Directors is necessary to remove a Director, but is silent on how many votes are needed to remove a Director from an Officer position.

3.  The Bylaws state that "The Executive Director shall be an ex-officio member of the Board and Committees."  Is it correct that an ex-officio member may vote in all elections and on motions?  If not, what are the exclusions?  What might be the purpose of making the ED an ex-officio member?  By allowing the ED to vote, it creates an even number that could result in a tie.

The Board is forming a committee to review and update the Bylaws.  Your recommendations would be appreciated as we hope to avoid future conflicts similar to what is mentioned above.

[Atul Kapur]

1. I don't have the book in front of me but, paraphrasing, it says that no person is elected to office without a majority vote, unless your bylaws say otherwise.

2. It would not require a vote at all. A point of order should be raised that the election was not completed.

3. Yes, it is correct. And I wouldn't get too hot and bothered about an even number meaning that you can end up with a tie vote. With an odd number, an absence or an abstention can just as easily create the same situation. And a tie vote, other than in an election, is not an inconclusive vote. A motion requires a majority to be adopted and a tie is not a majority so a motion is defeated on a tie vote.

[Guest Puzzling]

If you want to prevent multiple rounds of voting to fill all positions, that is possible but then the procedure needs to be spelled out in great detail in the bylaws. RONR does give one example (a kind of transferable vote method) and others are possible.  They all have their own problems and possibilities,  but to use them you need to spell them out in the bylaws.

Examples of possible problems with voting methods

Plurality vote has the problem that it tends to elect candidates with only a small but committed following, 

Borda count tends to elect candidates with a small following and  the least objection.

Both not always select the condorcet winner.

 

 

[Richard Brown]

13 minutes ago, Guest Puzzling said:

Both not always select the condorcet winner.

Huh? 

[Guest Puzzling]

2 hours ago, Richard Brown said:

Huh? 

Conduct winner criterion see

https://en.m.wikipedia.org/wiki/Condorcet_winner_criterion 

This is a criterion used in ranked voting to test if the election method always selects the winner of all pairwise comparisons (if such a winner exist)

 

[Josh Martin]

12 hours ago, Spencer said:

1.  What dangers might be encountered in using plurality?

A plurality vote cannot be used for the election of officers unless your bylaws so provide.

"A plurality that is not a majority never chooses a proposition or elects anyone to office except by virtue of a special rule previously adopted. If such a rule is to apply to the election of officers, it must be prescribed in the bylaws." RONR (12th ed.) 44:11

To the extent that the question is whether the bylaws should be amended provide for election by plurality...

Suppose there is one candidate who is enthusiastically supported by about 30% of voters and just as enthusiastically opposed by the remaining 70% of voters. There are several other candidates who the remaining 70% of voters find acceptable, but voters disagree as to which of them is their favorite. If the vote for the other candidates is split, the candidate with 30% support may well win the election, even though an overwhelming majority disapproves of the candidate.

If the assembly wishes to avoid multiple rounds of voting by mail, another option is to use some form of preferential voting. The concept of preferential voting (and one possible form of it) is discussed in RONR (12th ed.) 45:62-69.

12 hours ago, Spencer said:

2.  If the President was elected by plurality having received only 4 votes out of nine (or ten, see Question 3), how many votes are needed to remove the President from the office?  The Bylaws state a vote of six Directors is necessary to remove a Director, but is silent on how many votes are needed to remove a Director from an Officer position.

For starters, it must be reiterated that election by plurality is not permitted unless the bylaws so provide. In any event...

How many votes are required to elect and how many votes are required to remove have nothing to do with each other. The procedures for removing officers depend somewhat on how the bylaws define the term of office. Depending on what the bylaws say on this matter might require...

A - A 2/3 vote, a vote of a majority of the entire membership (of the board), or a majority vote with previous notice, any of which will suffice.

B - A majority vote - but with a much longer process prior to the vote.

See FAQ #20 for more information.

12 hours ago, Spencer said:

Is it correct that an ex-officio member may vote in all elections and on motions?

Yes. See FAQ #2.

12 hours ago, Spencer said:

What might be the purpose of making the ED an ex-officio member?

The only purpose in doing so is if the organization wishes to make the Executive Director a full-fledged member of the board, with all the rights and privileges that come with that.

It is often the case that this is not actually what the organization wants, but the organization misunderstands what "ex-officio member" means.

12 hours ago, Spencer said:

By allowing the ED to vote, it creates an even number that could result in a tie.

Two things should be understood in this regard:

1. A tie can happen whether or not the board has an even number of members, since some member may be absent or might abstain.

2. A tie isn't the end of the world, as it simply means the motion fails.

I think the bigger concern with making the Executive Director a member of the board is that the ED would have the right to attend meetings, speak in debate, and vote on all matters to come before the board, including matters relating to the ED's employment.

8 hours ago, Atul Kapur said:

2. It would not require a vote at all. A point of order should be raised that the election was not completed.

I don't think this would be a continuing breach, so I believe a Point of Order on this matter would no longer be timely.

Edited April 11, 2021 at 03:18 PM by Josh Martin

[Atul Kapur]

2 hours ago, Josh Martin said:

I don't think this would be a continuing breach

This was not a simple miscount of the votes. The board decided to contravene the bylaws by declaring someone elected with a plurality. That contravention of the bylaws constitutes a continuing breach, in my opinion. See 23:6(1) in combination with 46:1, which speaks of an election as, in effect, an assumed main motion.

Edited April 11, 2021 at 06:13 PM by Atul Kapur
Added last two sentences

[Spencer]

Thank you all for your counsel, it is very much appreciated.  In the past when breaches of Robert's Rules have occurred and been brought before the Board, the retort is that Robert's Rules are only guidelines.  The exact wording of our Bylaws states, "The current ROBERT'S RULES OF ORDER shall serve as a model for the procedures of meetings of Members, Managers, Directors and all Committees, where such rules are not in conflict with the Charter or Bylaws.  It shall also serve as a guide for governance."  Is the interpretation of some of the Directors correct that RR are only guidelines for our organization?  Does the fault lie with the language in our Bylaws that it is not definitive enough?  If not, how should it be strengthened?

[Josh Martin]

8 minutes ago, Spencer said:

Thank you all for your counsel, it is very much appreciated.  In the past when breaches of Robert's Rules have occurred and been brought before the Board, the retort is that Robert's Rules are only guidelines.  The exact wording of our Bylaws states, "The current ROBERT'S RULES OF ORDER shall serve as a model for the procedures of meetings of Members, Managers, Directors and all Committees, where such rules are not in conflict with the Charter or Bylaws.  It shall also serve as a guide for governance."  Is the interpretation of some of the Directors correct that RR are only guidelines for our organization?  Does the fault lie with the language in our Bylaws that it is not definitive enough?  If not, how should it be strengthened?

It will ultimately be up to the organization to interpret its own bylaws. I would not personally interpret the rule in question as providing that the rules in Robert's Rules of Order are "only guidelines."

It may well be desirable to clarify this further. The recommended wording in RONR is "The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt."

It may well be appropriate to insert the word "the Charter" before the words "these bylaws," but otherwise this wording should be suitable for the society's use.

Edited April 12, 2021 at 02:38 AM by Josh Martin

[Spencer]

Thank you for responding so promptly!  Your comments will be passed on to our Bylaw Committee for consideration.