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Three Directors for four positions - can they just be declared?


Ravenpg

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We have four vacant positions on our board and three appropriate nominations. The deadline for nominations was 31 August. The bylaws state no nominations are allowed from the floor at the AGM. I'm not sure of the wording for the motion(s). Is a motion even required? Thank you for your assistance.

Edit: No ballot is required at election, we can operate with between 3 and 8 directors with 8 being the maximum but we are allowed to leave one (or several) positions vacant if there is not enough interest.

Edited by Ravenpg
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On 9/8/2021 at 6:13 PM, Ravenpg said:

We have four vacant positions on our board and three appropriate nominations. The deadline for nominations was 31 August. The bylaws state no nominations are allowed from the floor at the AGM. I'm not sure of the wording for the motion(s). Is a motion even required? Thank you for your assistance.

If the bylaws do not require a ballot vote, or if they require a ballot vote but provide an exception for cases like this, the chair may simply declare the candidates elected by nomination. Because the election is incomplete (since there is still one vacant position), an election would then be held for the remaining position. Although the bylaws apparently provide that nominations from the floor are not allowed, write-in votes are still allowed unless the bylaws provide otherwise.

If the bylaws require a ballot vote and make no exceptions, then a ballot vote must be held for all four positions. Members could vote for up to four people. As previously noted, write-in votes are in order. Those persons receiving a majority of the votes cast are elected, and then additional rounds of voting are held for the remaining positions until all four positions are filled.

No motion is required in any event.

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On 9/9/2021 at 2:37 AM, Josh Martin said:

If the bylaws do not require a ballot vote, or if they require a ballot vote but provide an exception for cases like this, the chair may simply declare the candidates elected by nomination. Because the election is incomplete (since there is still one vacant position), an election would then be held for the remaining position. Although the bylaws apparently provide that nominations from the floor are not allowed, write-in votes are still allowed unless the bylaws provide otherwise.

If the bylaws require a ballot vote and make no exceptions, then a ballot vote must be held for all four positions. Members could vote for up to four people. As previously noted, write-in votes are in order. Those persons receiving a majority of the votes cast are elected, and then additional rounds of voting are held for the remaining positions until all four positions are filled.

No motion is required in any event.

Thank you. The bylaws do not require a ballot vote and I should have made it clear that we don't have to have 8 directors - we can operate with anywhere between 3 and 8 with 8 being the maximum. So the proper term is "elected by nomination", rather than "elected by acclamation"? 

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On 9/8/2021 at 7:06 PM, Weldon Merritt said:

What do the bylaws say about the election? More specifically, do they say whether a ballot is required, and if so, do they contain an exception of there are no more candidates than positions?

Thank you for your response. No ballot is required and we are allowed to operate with anywhere between 3 and 8 directors with 8 being the maximum. We have great difficulty attracting people willing to be directors so we often have to operate with less than the maximum allowable.

 

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On 9/9/2021 at 10:53 AM, Ravenpg said:

Thank you. The bylaws do not require a ballot vote and I should have made it clear that we don't have to have 8 directors - we can operate with anywhere between 3 and 8 with 8 being the maximum.

If the bylaws provide for a range of directors, then the bylaws should also specify how the precise number of directors is to be determined in a particular instance. In the absence of such a provision, my view is that the proper provision is that a motion should be adopted prior to the election to provide for that.

On 9/9/2021 at 10:53 AM, Ravenpg said:

So the proper term is "elected by nomination", rather than "elected by acclamation"? 

The proper term is "elected by acclamation."

On 9/9/2021 at 11:03 AM, Ravenpg said:

Thank you for your response. No ballot is required and we are allowed to operate with anywhere between 3 and 8 directors with 8 being the maximum. We have great difficulty attracting people willing to be directors so we often have to operate with less than the maximum allowable.

Based upon these facts, and if I understand correctly that the board presently has seven directors, if the membership wishes to operate at this time with seven directors, the proper action is to adopt a motion providing as much. Assuming such a motion is adopted, then because there is no requirement for a ballot vote and the number of candidates is equal to the number of available positions, the chair may declare the candidates elected by acclamation. There is, however, no guarantee of this.

If the bylaws provide for an allowance between 3 and 8 directors, the membership could also adopt a motion providing for only five or six directors, in which event there would be a contest for the open positions. The membership could even adopt a motion providing for only four directors, in which case there will be no election at all.

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