Incomplete Election - fewer Board nominees than the Board quorum

[Guest Alice]

At the AGMs for this club there are often no nominees for some of the Board positions. Practice has been to accept whichever Board members were elected, and allow them to fill any vacancies at their first meeting. (The bye-laws allow for the Board to fill "casual vacancies".)

At the upcoming AGM, however, there will be fewer nominees than the Board quorum, and under the bye-laws nominations cannot be accepted on the day. The positions are all uncontested so the expectation was that the nominees would become the Board, and then meet to fill the vacancies.

But this can't happen with fewer Board members than a quorum.

What is the right way to address this?

[Rob Elsman]

Elections can be completed without nominees. Voters write in their choices on a ballot for as many persons as there are open seats. Multiple rounds of voting may be necessary to fill all the seats by majority vote.

You can inspect the bylaws to determine whether board action conflicts with the bylaws and would be invalid. I worry that it is, but I can't, and won't, opine on this.

[Guest Alice]

Write-ins aren't permitted - nominations must be in three days before the AGM.

[Rob Elsman]

The fact that there is a deadline for offering nominations does not tell me that write-in votes are prohibited.

[Guest Alice]

Good point. My interpretation was that write-ins weren't intended, but that's not the same as prohibited.

[Richard Brown]

Guest Alice, would you please post the exact language from the bylaws regarding nominations and elections? Please quote the bylaws verbatim and don’t paraphrase. We especially need the part about nominations, but the entire section on nominations and Elections would be more helpful  

Also, What do your bylaw say about the term of office? Do they specify just a fixed term, such as one year or two years, or do they also contain language to the effect that officers (or board members) continue to serve until their successors are elected?  if so, we need that exact language also. 

[Josh Martin]

On 8/21/2024 at 4:37 PM, Guest Alice said:

At the AGMs for this club there are often no nominees for some of the Board positions. Practice has been to accept whichever Board members were elected, and allow them to fill any vacancies at their first meeting. (The bye-laws allow for the Board to fill "casual vacancies".)

For starters, what is the exact language your bylaws use to define the term of office? Depending on what they say on this matter, an incomplete election might result in a vacancy, but it also might mean that the person currently in that office continues serving until the election can be completed. (Potentially, this could still eventually result in a vacancy, if that person resigns.)

Additionally, for future reference, when an incomplete election results in a vacancy, the proper course of action is for the membership to complete the election at its earliest opportunity. While the board may fill these vacancies (if authorized to do so by the bylaws), the persons appointed to fill such vacancies 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.) 46:46

On 8/21/2024 at 4:37 PM, Guest Alice said:

At the upcoming AGM, however, there will be fewer nominees than the Board quorum, and under the bye-laws nominations cannot be accepted on the day. The positions are all uncontested so the expectation was that the nominees would become the Board, and then meet to fill the vacancies.

Please quote exactly what your bylaws say concerning the subject of nominations. Depending on exactly what your bylaws say on this matter, it may well be possible to suspend this rule. Further, even if the rule cannot be suspended, write-in votes may well be in order.

I would also suggest in the long run that it would seem prudent to remove the rule in your bylaws which prohibits nominations from the floor on the day of the election. Since your organization regularly has fewer nominees than available positions at the time of the election meeting, this rule seems counterproductive. (I would personally suggest that your organization remove this rule altogether and let the assembly choose persons of its choice, but if that is a bridge too far for your organization, an alternative in the interim might be to permit additional nominations from the floor only for positions where there are no nominees, or fewer nominees than the number of available positions.)

Finally, you say "there will be fewer nominees than the Board quorum." Please quote exactly what your bylaws say concerning quorum.

On 8/21/2024 at 4:37 PM, Guest Alice said:

But this can't happen with fewer Board members than a quorum.

What is the right way to address this?

For starters, I'm not yet convinced that it is impossible to resolve this problem at the annual meeting. (Although even if it is possible to resolve it, it may well be the assembly fails to do so.) Without seeing the exact language on quorum (and on the term of office), I'm also not certain that this will result in "fewer Board members than a quorum."

In any event, to the extent the membership fails to elect a sufficient number of board members to constitute a quorum, the only solutions I can think of (which are not necessarily mutually exclusive, except the last one) are to:

• Establish an adjourned meeting for the purpose of completing the elections, and nominate additional persons.
• Amend the bylaws to fix some of the problems (e.g. remove the prohibition on nominations from the floor, reduce the size of the board, reduce the quorum for the board).
• Or ultimately, if the society can't find a sufficient number of persons able and willing to lead the organization, perhaps it's time to consider dissolving the organization.

Edited August 22, 2024 at 12:41 PM by Josh Martin