Board Re-Elections

[Guest Guest Meg]

I am trying to get a neglected Board of Directors back into compliance. We have 13/16 directors sitting on expired terms (with the caveat being that 4 of the 13 were just elected into officer positions - myself included and I'm not sure how that factors into the Board terms). We do not have any term limits, and, in my state, directors can serve on expired terms until a replacement is found. So all 13 directors still have voting power. My question is, can we do a "bulk re-election" of directors who wish to run for re-election? Would that create a conflict of interest for all directors running for re-election? Can a directors vote for a "bulk re-election" essentially voting for themselves? If the conflict of interest is the issue, is there any reason we couldn't do bulk voting in batches to achieve majority via the remaining directors who do not have to abstain?

[Josh Martin]

On 12/19/2023 at 7:21 AM, Guest Guest Meg said:

We have 13/16 directors sitting on expired terms (with the caveat being that 4 of the 13 were just elected into officer positions - myself included and I'm not sure how that factors into the Board terms). We do not have any term limits, and, in my state, directors can serve on expired terms until a replacement is found.

What exactly do your bylaws provide regarding the terms of board members? Further, exactly how is that it has come to pass that so many terms have expired? Has the organization neglected to hold regular elections for several years? As to how the officer terms "factor in," again, it will be necessary to know what the bylaws say on this subject.

On 12/19/2023 at 7:21 AM, Guest Guest Meg said:

My question is, can we do a "bulk re-election" of directors who wish to run for re-election?

While I hesitate to give a firm answer on this without additional facts, as I understand the facts at this time, the organization has essentially neglected to hold its elections for several years, causing the terms of most of the board members to expire. As a result, yes, the organization should, as soon as possible, conduct an election for all expired terms. Whether this means "re-electing" all of the current board members in those positions, electing new board members for all of those positions, or somewhere in between, is at the discretion of the electing body.

Do I understand you correctly that the board elects its own members? The other questions would seem to be moot otherwise.

On 12/19/2023 at 7:21 AM, Guest Guest Meg said:

Would that create a conflict of interest for all directors running for re-election?

No - at least, not so far as RONR is concerned.

"The rule on abstaining from voting on a question of direct personal interest does not mean that a member should not vote for himself for an office or other position to which members generally are eligible, or should not vote when other members are included with him in a motion. If a member never voted on a question affecting himself, it would be impossible for a society to vote to hold a banquet, or for the majority to prevent a small minority from preferring charges against them and suspending or expelling them (61, 63)." RONR (12th ed.) 45:5

On 12/19/2023 at 7:21 AM, Guest Guest Meg said:

Can a directors vote for a "bulk re-election" essentially voting for themselves?

Yes, at least so far as RONR is concerned. See above.

On 12/19/2023 at 7:21 AM, Guest Guest Meg said:

If the conflict of interest is the issue, is there any reason we couldn't do bulk voting in batches to achieve majority via the remaining directors who do not have to abstain?

Nothing in RONR would require board members to abstain. To the extent something in the organization's rules or applicable law would require board members to abstain on their own election, electing the positions in "batches" would certainly be one solution.

Edited December 20, 2023 at 02:23 PM by Josh Martin

[Richard Brown]

Guest Meg, I basically agree with Mr. Martin's answer, but It doesn't seem clear who (which body) would be doing this "bulk re-election".  Does the board elect its own members?  If not, then it would most likely be the membership that would have to do the "re-electing" rather than the board.

[Gary Novosielski]

Agreeing with both responses above, what struck me was not board members voting for themselves, but board members voting on members of the board.  That's typically the duty of the general membership, not the board itself.  Is this not a membership organization?

As far as members voting for themselves, this is absolutely proper--unless one believes that someone else is more qualified, in which case the solution is not to run in the first place.