Majority Voting

[BrianJ]

Hello, just found this forum and appreciate the wide range of expertise here. 

I'm on a small non-profit board with bylaws stipulating minimum of 3 directors and maximum of 7. When we have 7 or fewer candidates they are acclaimed to the open Director positions.  Unfortunately while all candidates meet the qualifications to run not all would have the support of the membership since there was no election.

Would it be more representative to employ majority voting as described in the Canada Business Corporations Act section 106 (3.4) whereby members vote for, or against, each candidate and only candidates with a favourable majority are elected? If more than 7 candidates have a favourable majority the 7 highest scoring candidates would be elected. 

Are there any pitfalls to this method? Any other concerns or comments?

Thank you in advance!

[Josh Martin]

On 1/7/2024 at 5:27 PM, BrianJ said:

Hello, just found this forum and appreciate the wide range of expertise here. 

I'm on a small non-profit board with bylaws stipulating minimum of 3 directors and maximum of 7. When we have 7 or fewer candidates they are acclaimed to the open Director positions.  Unfortunately while all candidates meet the qualifications to run not all would have the support of the membership since there was no election.

Would it be more representative to employ majority voting as described in the... whereby members vote for, or against, each candidate and only candidates with a favourable majority are elected? If more than 7 candidates have a favourable majority the 7 highest scoring candidates would be elected. 

Are there any pitfalls to this method? Any other concerns or comments?

I can't speak to questions regarding Canada law, but the manner of electing candidates to multiple identical positions under Robert's Rules of Order is as follows:

• If the bylaws do not require a ballot vote, and the number of candidates is equal to (or less than) the number of positions available to fill, the chair declares the candidates elected by acclamation.
• If an election is held (either because the bylaws require a ballot vote, the assembly has ordered a ballot vote, or there are more candidates than the number of positions available to fill), then members vote for a number of candidates of their choice, up to a number of candidates equal to the number of positions to be filled. (For example, if there are five positions, members may vote for up to five candidates.) Members do not vote "for" or "against" each candidate.
• Each ballot which includes a vote for one or more candidates is counted as a ballot cast. Persons who are marked on a majority of the ballots are declared elected.
  • If more candidates than available positions receive a majority, the persons with the greatest majority are elected.
  • If fewer candidates than available positions receive a majority, the persons with a majority are elected, and additional rounds of voting are conducted for the remaining positions, until all available positions have been filled.
• In this manner, ultimately the only way to prevent someone from being elected is to elect someone else.

An added complication arises, however, when the bylaws provide for a range of directors, as yours do. Ideally, the bylaws would specify the manner in which it is determined how many directors the board shall have at a particular time. In the absence of such a provision, my view is that what should be done is that, prior to the election, the assembly should adopt a motion fixing the number of directors to elect (so long as that number is at least three and no more than seven), and then proceed to conduct the elections as described above.

Edited January 8, 2024 at 03:39 PM by Josh Martin

[Atul Kapur]

On 1/7/2024 at 6:27 PM, BrianJ said:

majority voting as described in the ddCanada Business Corporations Act section 106 (3.4) whereby members vote for, or against, each candidate and only candidates with a favourable majority are elected?

I have worked with and am familiar with the CBCA but I am not a lawyer and this is not legal advice.

The method that you describe ("members vote for, or against, each candidate") is only one way of satisfying the Ordinary Resolution requirement under CBCA. I am not clear whether your current method of acclamation is appropriate under the law.

As CBCA requirements in this case are quite different from RONR, you may want to engage the services of a parliamentarian and a lawyer to ensure that your processes both follow the law and lead to a board that reflects the desire of the membership.

For the regulars, just FYI, the act requires election of Directors to be done by adoption of a motion ("Ordinary Resolution") so is different from RONR. 

Edited January 8, 2024 at 05:48 PM by Atul Kapur

[Richard Brown]

On 1/8/2024 at 11:47 AM, Atul Kapur said:

For the regulars, just FYI, the act requires election of Directors to be done by adoption of a motion ("Ordinary Resolution") so is different from RONR. 

Thank you for this information!

[BrianJ]

Thanks guys, I appreciate the responses!