Insufficient number of Board candidates elected.

[Guest KennymSQ]

One last question and this actually occurred for a past condo Board election.  Our Board is elected at-large - identical positions.  Ballots are required by the bylaws.  Three one year and two the next with two year terms.  It was a year where three positions were up for election.  Only two members were nominated.  Ballots were turned in and both candidates received the majority of votes required by the bylaws, so they were considered elected.  There were no write-ins or any votes of any kind cast for anyone else, so the third position was unfilled.  The Bylaws allow for the Board to appoint someone to fill a vacancy, but does this apply?  There is no definition of vacancy in the bylaws, but board appointment has traditionally been used when someone resigns or otherwise leaves the Board mid-term.  The bylaws do state that the board member appointed to fill the vacancy serves until the end of the original term of the person leaving the board, and this seems to imply that for this situation the vacancy clause does not apply.  So the question is, should the board have used the vacancy clause in the bylaws to appoint the third board member in this case?  Or, if not, what would have been the correct course of action?

[Richard Brown]

On 8/11/2024 at 3:05 PM, Guest KennymSQ said:

One last question and this actually occurred for a past condo Board election.  Our Board is elected at-large - identical positions.  Ballots are required by the bylaws.  Three one year and two the next with two year terms.  It was a year where three positions were up for election.  Only two members were nominated.  Ballots were turned in and both candidates received the majority of votes required by the bylaws, so they were considered elected.  There were no write-ins or any votes of any kind cast for anyone else, so the third position was unfilled.  The Bylaws allow for the Board to appoint someone to fill a vacancy, but does this apply?  There is no definition of vacancy in the bylaws, but board appointment has traditionally been used when someone resigns or otherwise leaves the Board mid-term.  The bylaws do state that the board member appointed to fill the vacancy serves until the end of the original term of the person leaving the board, and this seems to imply that for this situation the vacancy clause does not apply.  So the question is, should the board have used the vacancy clause in the bylaws to appoint the third board member in this case?  Or, if not, what would have been the correct course of action?

No, in my opinion you do not have a vacancy at this point. You have an incomplete election, which should be completed as soon as possible. Ideally, another attempt should be made to fill this third position at the same meeting. If that is not done or was not done, then another attempt should be made to complete the election at the next meeting. Keep in mind that unless your bylaws provide to the contrary, both nominations from the floor and write-in votes must be permitted. if the rules and RONR apply, even one write-in vote could be enough to elect someone if there are no votes for anyone else.
 

[Rob Elsman]

I think there is an incomplete election, not a vacancy.

[Atul Kapur]

On 8/11/2024 at 4:38 PM, Richard Brown said:

if the rules and RONR apply, even one write-in vote could be enough to elect someone if there are no votes for anyone else.

Just to be clear, that would only apply now that there is only one position open. In the first ballot, where there were three positions open, a write-in candidate would have had to receive a majority of thebballots cast which would include any ballots with a vote for one or both of the nominated candidates. 

I just want to be clear that, if there was one write-in vote in the first ballot where two candidates received a majority of the votes cast, that one write-in vote would not be enough to be elected. I know that is not what @Richard Brown meant, but wanted to remove any confusion.

[Richard Brown]

Guest Kenny, it will help us if you tell us exactly what your bylaws say about the terms of office and specifically what, if anything, they say about officers continuing to serve until their successors are elected. Please don’t paraphrase, but quote the provision exactly. It also help us to know how frequently the membership of this organization meets, and whether this was an annual meeting of the members. 

[Josh Martin]

On 8/11/2024 at 3:05 PM, Guest KennymSQ said:

The Bylaws allow for the Board to appoint someone to fill a vacancy, but does this apply?

Yes, but the person appointed to fill the resulting vacancy will serve only until the election can be completed.

"If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office. Otherwise, a vacancy in office arises (see 47:57–58 for procedures for filling vacancies). Once the election is completed, however, the person elected replaces anyone who filled the vacancy. Failure to hold or to complete an election at the scheduled time does not deprive the membership of its right to elect an officer of its choice." RONR (12th ed.) 46:45

On 8/11/2024 at 3:05 PM, Guest KennymSQ said:

So the question is, should the board have used the vacancy clause in the bylaws to appoint the third board member in this case?  Or, if not, what would have been the correct course of action?

The correct course of action is for the membership to complete the election as soon as possible.

If necessary, the board may appoint a person to serve in the interim.

On 8/11/2024 at 3:38 PM, Richard Brown said:

No, in my opinion you do not have a vacancy at this point. You have an incomplete election, which should be completed as soon as possible.

On 8/11/2024 at 3:51 PM, Rob Elsman said:

I think there is an incomplete election, not a vacancy.

I don't think these are mutually exclusive.

On 8/11/2024 at 3:59 PM, Richard Brown said:

Guest Kenny, it will help us if you tell us exactly what your bylaws say about the terms of office and specifically what, if anything, they say about officers continuing to serve until their successors are elected. Please don’t paraphrase, but quote the provision exactly. It also help us to know how frequently the membership of this organization meets, and whether this was an annual meeting of the members. 

I'm not sure it makes a difference in this particular instance.

As I understand the facts, an election was held to elect three identical board positions, and two candidates were elected. Because the candidates are not elected to specific seats, I don't think it is possible in this instance to determine which of the three previous board members would remain in office. As a result, it seems to me the third position is vacant whether or not the bylaws include an "until their successors are elected" clause.

[Rob Elsman]

RONR (12th ed.) Off. Interp. 2020-3 at the official Robert's Rules website might be of interest.

[Gary Novosielski]

On 8/13/2024 at 10:48 AM, Rob Elsman said:

RONR (12th ed.) Off. Interp. 2020-3 at the official Robert's Rules website might be of interest.

The citations there are to the 11th edition.  But the answer still applies.