Proper election of the Board of Directors

[mcox]

Annually, my non-profit club appoints a committee to nominate candidates for the board of directors.  The bylaws state that additional nominations may be made only at the meeting immediately preceding the Annual Meeting by any member in attendance, provided that the person so nominated does not decline . . . No nominations  may be made at the annual meeting. 

The bylaws also state  that the nominated candidate receiving the greatest number of votes for each office shall be declared elected . . . This implies that there are cast votes.  

So, how does this work?  In the past, with an uncontested slate, the secretary would "cast one vote."  I read in RONR this really isn't the right way to do things.  We then followed our bylaws and had people cast a ballot - but received a lot of criticism for following this protocol.

Does it make sense to have people cast a ballot when there are no other candidates proposed for a position?  AND - what happens if there is not a majority vote for a candidate? 

Thank you for helping me to figure this out.  

 

[Richard Brown]

20 minutes ago, mcox said:

Annually, my non-profit club appoints a committee to nominate candidates for the board of directors.  The bylaws state that additional nominations may be made only at the meeting immediately preceding the Annual Meeting by any member in attendance, provided that the person so nominated does not decline . . . No nominations  may be made at the annual meeting. 

The bylaws also state  that the nominated candidate receiving the greatest number of votes for each office shall be declared elected . . . This implies that there are cast votes.  

So, how does this work?  In the past, with an uncontested slate, the secretary would "cast one vote."  I read in RONR this really isn't the right way to do things.  We then followed our bylaws and had people cast a ballot - but received a lot of criticism for following this protocol.

Does it make sense to have people cast a ballot when there are no other candidates proposed for a position?  AND - what happens if there is not a majority vote for a candidate? 

Thank you for helping me to figure this out.  

 

Do your bylaws require a vote by ballot?  If so, a vote by ballot is required even if there is only one nominee unless your bylaws contain an exception for cases where there is only one nominee (or no more nominees than there are positions to fill on a board).   If your bylaws do not require a ballot vote, then one is not necessary and the vote may be taken by other methods and if there is only one candidate the chair may simply declare that candidate elected.

If you can, please post the EXACT language in your bylaws regarding elections, being sure to include any provisions regarding a ballot vote and the vote required for election, etc.

[Atul Kapur]

46 minutes ago, mcox said:

We then followed our bylaws . . . but received a lot of criticism for following this protocol.

Yes, introducing people to what their bylaws say is often a surprise.

47 minutes ago, mcox said:

Does it make sense to have people cast a ballot when there are no other candidates proposed for a position?

It allows for write-in candidates. Many organizations do not have a requirement for a ballot vote in their bylaws (as Mr. Brown stated above). Some organizations require a ballot vote but make an exception if there are no more candidates than positions.

Your organization can change its bylaws if it prefers a different method.

50 minutes ago, mcox said:

what happens if there is not a majority vote for a candidate? 

You say "The bylaws also state  that the nominated candidate receiving the greatest number of votes for each office shall be declared elected." If that is accurate, then the bylaws are saying that a majority vote is not required; your bylaws supersede RONR.

[mcox]

Thank you Mr. Brown &  Mr. Kapur.  The bylaws states:

"The Annual Meeting shall be held each June at a time and place within the approved territory, to be set by the Board of Directors not less than six months prior to that meeting, and at which time Directors and Officers for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section 4 of this Article."
 
So, Yes - "Secret, written ballot."  There it is.  I now see your point, Mr. Kapur, that a "majority vote" is not required, but simply the greatest number of votes.  So, for example, if there are 50 people present for the election but only 10 vote for the Presidential candidate (me), I'd still be elected. 

But just for discussion sake: If I received no votes, and another person was written in 10 times, that would not mean they become president because the bylaws requires nominations be made at the meeting prior to the annual meeting.  Would that mean the nominating committee would have to go back to the drawing board?  Of course, this is all super unlikely because the nominating committee submits their slate 30 days before the last meeting before the annual meeting (which is usually at least 30 days before the annual meeting).  In effect - the membership has more than 60 days to mull it over and propose candidates.  

Thanks again.  Michaelann

 

[Atul Kapur]

11 minutes ago, mcox said:

So, for example, if there are 50 people present for the election but only 10 vote for the Presidential candidate (me), I'd still be elected. 

First, a majority vote is a majority of the votes cast, not of the people present. So if 50 are present and 10 vote, then a majority of the votes cast is six. But . . . 

13 minutes ago, mcox said:

I now see your point, Mr. Kapur, that a "majority vote" is not required, but simply the greatest number of votes.

The excerpt of the bylaws that you have provided does not say that. A majority of votes cast is required to elect someone to office unless your bylaws specify otherwise. They may say otherwise somewhere else, but it's not in what you have provided.

22 minutes ago, mcox said:

If I received no votes, and another person was written in 10 times, that would not mean they become president because the bylaws requires nominations be made at the meeting prior to the annual meeting.

I agree that appears that your bylaws state only nominated candidates are eligible to be elected. Those 10 votes for the write-in would be considered illegal votes. They are included in the denominator when determining how many votes are required to obtain a majority.

25 minutes ago, mcox said:

Would that mean the nominating committee would have to go back to the drawing board? 

Well, you would have an incomplete election and should repeat the balloting.

[Richard Brown]

2 hours ago, mcox said:

The bylaws also state  that the nominated candidate receiving the greatest number of votes for each office shall be declared elected

 

2 hours ago, Atul Kapur said:

You say "The bylaws also state  that the nominated candidate receiving the greatest number of votes for each office shall be declared elected." If that is accurate, then the bylaws are saying that a majority vote is not required; your bylaws supersede RONR.

 

38 minutes ago, mcox said:

I now see your point, Mr. Kapur, that a "majority vote" is not required, but simply the greatest number of votes.

 

13 minutes ago, Atul Kapur said:

The excerpt of the bylaws that you have provided does not say that. A majority of votes cast is required to elect someone to office unless your bylaws specify otherwise. They may say otherwise somewhere else, but it's not in what you have provided.

The way I read the quoted bylaw provisions is that a majority vote is NOT required, but that the candidate receiving the most votes is elected.  The quote (or paraphrase) from the bylaws seems clear.  Am I missing something?  @mcox is that an accurate quote from the bylaws that "the nominated candidate receiving the greatest number of votes for each office shall be declared elected"?  We need to know EXACTLY what that provision says.

I agree with Dr. Kapur that the bylaws seem to provide that only nominated candidates may be elected and that write-in candidates are therefore not permitted and that votes for write-in candidates will be treated as illegal votes.

[Atul Kapur]

Richard, I took the OP as a paraphrase "The bylaws also state  that the nominated candidate receiving the greatest number of votes for each office shall be declared elected"

But the actual quotation in the subsequent post doesn't say that: 

1 hour ago, mcox said:

The bylaws states:

"The Annual Meeting shall be held each June at a time and place within the approved territory, to be set by the Board of Directors not less than six months prior to that meeting, and at which time Directors and Officers for the ensuing year shall be elected by secret, written ballot from among those nominated in accordance with Section 4 of this Article."

I was just drawing attention to the fact that this quotation does not say that a plurality elects; it is possible that the bylaws say that elsewhere.

[mcox]

I see the nuances. Yes, the bylaws state that the candidate receiving the "greatest number of votes" will be elected.  I will dig a little deeper so I can understand this fully.  We will be revising our bylaws this year, and it seems this may need attention.  But in the meantime, my initial question was answered - we need a secret ballot even when there is only one nominated candidate for each position.  

Thanks again - I appreciate your thoughtful comments and willingness to help a novice! 

Michaelann