Election of Officers by a Non-for Profit Board of Directors

[Guest Jim Anderson]

A nomination and motion was made to vote in a vice president. A roll call voice vote was taken (12 total) with two members abstaining, 4 voting no and 6 voting yes.

The secretarty recording the votes stated there was 6 yes votes and 4 no votes the motion.

Later the Secretary indicated that this motion did not pass because there was not 7 votes which would be a “majority of the members present”

This orgnaization does not have by laws that state this.

 

I believe in Section 46 it clearly states that the majority is the total of  the votes and not the "Majority of the members present"

[Atul Kapur]

What did the chair declare as the result of the vote? The secretary doesn't have the authority to declare the result.

You are correct that the default is majority of votes cast that express a preference (i.e., ignore abstentions).

[Gary Novosielski]

On 4/6/2024 at 2:57 PM, Guest Jim Anderson said:

A nomination and motion was made to vote in a vice president. A roll call voice vote was taken (12 total) with two members abstaining, 4 voting no and 6 voting yes.

The secretarty recording the votes stated there was 6 yes votes and 4 no votes the motion.

Later the Secretary indicated that this motion did not pass because there was not 7 votes which would be a “majority of the members present”

This orgnaization does not have by laws that state this.

 

I believe in Section 46 it clearly states that the majority is the total of  the votes and not the "Majority of the members present"

Where was the chair all this while?  A secretary reports the tally of a roll-call vote, and a tellers' committee reports the tally of a ballot vote, but neither ever announces the result.  The chair announces the result of the tally.  And unless the bylaws specifically say "majority of the members present," the secretary was flat out wrong, anyway.  A 6-4 vote is certainly a majority of those present and voting.

[Josh Martin]

On 4/6/2024 at 2:57 PM, Guest Jim Anderson said:

A nomination and motion was made to vote in a vice president. A roll call voice vote was taken (12 total) with two members abstaining, 4 voting no and 6 voting yes.

The secretarty recording the votes stated there was 6 yes votes and 4 no votes the motion.

Later the Secretary indicated that this motion did not pass because there was not 7 votes which would be a “majority of the members present”

This orgnaization does not have by laws that state this.

I believe in Section 46 it clearly states that the majority is the total of  the votes and not the "Majority of the members present"

I concur with my colleagues that, unless the organization's rules or applicable law provide otherwise, the threshold for election is a majority of the votes cast, and therefore a vote of 6-4 is sufficient for election.

But I am somewhat puzzled as to why a "yes/no" vote was taken for an election of an officer to begin with, and what happened following the declaration that this person was not elected.

What exactly were the circumstances of this election? Were these the regular elections for officers? Or was this an election to fill a vacancy in the office of Vice President?

The entire situation is puzzling for a few reasons:

• If this was a regular election, if there was only candidate, the chair should have just declared the sole candidate elected by acclamation, unless something in the organization's rules prevent this.
• When an election for office is conducted by roll call, members do not vote "yes" or "no." Rather, they vote for the candidate of their choice.
• If no candidate is elected, the assembly should immediately proceed to hold another round of voting, and continue to repeat this until a candidate is elected.

[Rob Elsman]

On 4/7/2024 at 8:09 AM, Josh Martin said:

But I am somewhat puzzled as to why a "yes/no" vote was taken for an election of an officer to begin with, and what happened following the declaration that this person was not elected.

I am puzzled by this, as well.  What was supposed to happen if all the nominations were rejected?  In a "real" election, the only way to reject a nomination is to elect someone else (thus eliminating the possibility of a null result).  What seems clearer is that the members of the board did not make even the slightest attempt to review the procedures for elections in RONR (12th ed.).  In so failing, did the board members fulfill their obligation to take the extraordinary care that their positions of trust required?  Umm... 

[Drake Savory]

On 4/7/2024 at 7:09 AM, Josh Martin said:

But I am somewhat puzzled as to why a "yes/no" vote was taken for an election of an officer to begin with, and what happened following the declaration that this person was not elected.

The way the OP described it, it seems like this was to fill a vacancy in the office of Vice-President.  If so, the vote is not so odd.  Someone like the President submits a name to the Board for approval.  If the Board doesn't approve the appointment, the President keeps submitting names until they do.

Edited April 7, 2024 at 06:39 PM by Drake Savory

[Rob Elsman]

I beg your pardon--I see now that the vacancy is for vice-president.  Whether or not there was a nominating committee, nominations from the floor were required, and there is never an election by "yes/no".  If there was only one nominee and the vote was to be taken by the method of voice vote, the chair should simply announce that the nominee is elected, since there is no other choice.

[Josh Martin]

On 4/7/2024 at 1:39 PM, Drake Savory said:

The way the OP described it, it seems like this was to fill a vacancy in the office of Vice-President.  If so, the vote is not so odd.  Someone like the President submits a name to the Board for approval.  If the Board doesn't approve the appointment, the President keeps submitting names until they do.

It's not entirely clear to me that this was to fill a vacancy in the office of Vice-President.

Even to the extent that it was, while I concur that in such cases a motion may be made to appoint a particular person (provided the bylaws do not require an election to fill the vacancy), I would be concerned for the President to be the one making these suggestions. RONR does not advise nominations by the chair as a method for an organized society to elect officers, and RONR strongly advises that the President should not be a member of the nominating committee (let alone the sole member).

[Drake Savory]

On 4/8/2024 at 6:28 AM, Josh Martin said:

I would be concerned for the President to be the one making these suggestions.

I just used that in my example.  Maybe it was a committee.  The point is that if a single person is nominated to fill a vacancy, the Board holding a yes/no vote to approve the appointment is not all that unusual.

[Rob Elsman]

Again, when a voice vote is the method of voting, the chair simply announces the result when there is only one nomination. There is no "yes/no" vote taken. 

[Josh Martin]

On 4/10/2024 at 10:01 PM, Drake Savory said:

I just used that in my example.  Maybe it was a committee.  The point is that if a single person is nominated to fill a vacancy, the Board holding a yes/no vote to approve the appointment is not all that unusual.

I agree that it's not unusual for organizations to hold an unnecessary "yes/no" vote to approve an unopposed nominee, but that doesn't mean it's proper to do so. Unless the bylaws require a ballot vote, if there is only one nominee, the chair should declare the nominee elected by acclamation.

[Dan Honemann]

On 4/11/2024 at 1:50 PM, Josh Martin said:

I agree that it's not unusual for organizations to hold an unnecessary "yes/no" vote to approve an unopposed nominee, but that doesn't mean it's proper to do so. Unless the bylaws require a ballot vote, if there is only one nominee, the chair should declare the nominee elected by acclamation.

 

On 4/11/2024 at 1:50 PM, Josh Martin said:

Unless the bylaws require a ballot vote, if there is only one nominee, the chair should declare the nominee elected by acclamation.

I'm sure you mean that this is so only if the election is to be by voice vote.

[Josh Martin]

On 4/11/2024 at 6:22 PM, Dan Honemann said:

I'm sure you mean that this is so only if the election is to be by voice vote.

Yes, I suppose an assembly could still choose to take the vote by ballot (or by roll call, as was done here), in order to provide an opportunity for members to cast write-in votes. Although in those circumstances, members would vote for the candidate of their choice rather than voting for "yes" or "no."

Edited April 12, 2024 at 03:20 PM by Josh Martin

[Drake Savory]

On 4/11/2024 at 11:50 AM, Josh Martin said:

Unless the bylaws require a ballot vote, if there is only one nominee, the chair should declare the nominee elected by acclamation.

What if the bylaws read something like

"When there is a vacancy in an office, the nomination committee shall submit a nomination for the office to the Board for their approval."

That seems to me that the motion then would be, "Shall Anna Abattior be appointed to fill the vacancy of 5th Vice-President?" which would be a yes/no vote.

If not, how would you rewrite it so the intention that the Board can vote down a nominated appointee?

[Josh Martin]

On 4/14/2024 at 7:30 AM, Drake Savory said:

What if the bylaws read something like

"When there is a vacancy in an office, the nomination committee shall submit a nomination for the office to the Board for their approval."

That seems to me that the motion then would be, "Shall Anna Abattior be appointed to fill the vacancy of 5th Vice-President?" which would be a yes/no vote.

If the bylaws read as suggested, I would still interpret this as an election and call for nominees from the floor. If there were no nominees from the floor, I would declare the candidate elected by acclamation, unless the organization's require (or the assembly orders) a ballot or roll call vote, in which event I would 

On 4/14/2024 at 7:30 AM, Drake Savory said:

If not, how would you rewrite it so the intention that the Board can vote down a nominated appointee?

I wouldn't.

If an assembly doesn't care for the nominee, the solution is to elect someone else. If the assembly is not prepared to find someone else at the present time, the proper course of action is to postpone the election. If the bylaws require a position, it is not proper for the organization to simply refuse to fill it. The election may be postponed, or the organization may amend the bylaws to remove the position.

Additionally, to the extent the assembly wishes to take a vote on this matter, the assembly is free to order a roll call vote or ballot vote, in which event members may vote against the nominee by voting for a candidate of their choice.

If under duress, and an organization absolutely insisted on requiring a "yes/no" vote on a lone nominee, I would suggest the organization make their intent explicitly clear, and also make clear what happens in the event that "no" wins. Possibly something like the following:

"If there is only one nominee for an office, members shall vote "yes" or "no" on the nominee, with a majority in the affirmative required for election. If the nominee is not elected, the chair shall ask for a motion to reopen nominations or to postpone the election."