Mandate

[Guest L. D. Caster]

My Club's Constitution states:

"The governing body of the Club shall be the Board of Directors which shall consist of nine (9) members made up of four elected by the general membership at the annual meeting. All other members of the Board of Directors will be elected by ballot by the general membership."

"A quorum of the Board of Directors shall consist of five (5) of it members."

A member of the club contends that having nine member on the Board of Directors is a mandate.

My questions are:

1. What is the meaning of mandate?

2. Is having nine members on our Board of Directors a mandate?

[Josh Martin]

1. What is the meaning of mandate?

The term is not commonly used in parliamentary law. From the standard dictionary definitions, the member most likely means that it is "an authoritative command."

2. Is having nine members on our Board of Directors a mandate?

I'm not sure that "mandate" is necessarily the appropriate term, but if the member means that you must have nine members on your board, he is entirely correct. Your Bylaws state that the board "shall consist of nine members." In the context of rules or laws, "shall" means "must." Now, if you don't have nine people willing to serve on the board, your board can still continue to function until the positions are filled (so long as you still have at least five board members to meet the quorum requirement). But it is not appropriate for the association to simply ignore the Bylaws and choose to have fewer than nine board members.

[Gary Novosielski]

My Club's Constitution states:

"The governing body of the Club shall be the Board of Directors which shall consist of nine (9) members made up of four elected by the general membership at the annual meeting. All other members of the Board of Directors will be elected by ballot by the general membership."

"A quorum of the Board of Directors shall consist of five (5) of it members."

A member of the club contends that having nine member on the Board of Directors is a mandate.

My questions are:

1. What is the meaning of mandate?

An order or command, indicating that something is, well, "mandatory."

2. Is having nine members on our Board of Directors a mandate?

The words "shall consist of nine members" does not leave much wiggle-room, so I'd say yes. The inclusion of the numeric "(9)" is just irritating pretentiousness, but at least it's not contradictory.

What's not as clear is what the heck is meant by the apparent requirement that four of the members of the board are elected by the membership, whereas the rest are elected by the membership. (!?)

The annual general meeting is, of course, where people typically get elected, so why there should be only four people elected at it is puzzling. If I were you, THAT is the part I'd be asking questions about.

[Kim Goldsworthy]

A member of the club contends that [X] is a mandate.

Say!

That is quite an assertion!

I am impressed!

What does it mean?

1. What is the meaning of mandate?

Do you mean, "according to a dictionary?"

Do you mean, "according to Robert's Rules of Order?"

Do you mean, "according to the guy who said this statement?

The answer is not to be found in Robert's Rules of Order Newly Revised (RONR 10th ed.).

The term is not a parliamentary term. So it could mean anything.

Ask you buddy what he means by the term. -- He might not even be matching a dictionary's defined usage.

2. Is having nine members on our Board of Directors a mandate?

Unknown. See above.

He is using a term which is not found in the current edition of RONR.

So he could mean anything.

Ask him.

Better, ask him to prove it!

Q. If X is a mandate, then what does that imply?

Q. If X turns out to be something other than a mandate, then what does that imply?

Q. Why is this matching of "nine" to "mandate" such an important issue? What does the answer accomplish?

*****

To drop the other shoe . . .

If you want a definite answer, then try this one on for size.

There is no text in RONR to support such an assertion.

[hmtcastle]

What's not as clear is what the heck is meant by the apparent requirement that four of the members of the board are elected by the membership, whereas the rest are elected by the membership. (!?)

The annual general meeting is, of course, where people typically get elected, so why there should be only four people elected at it is puzzling. If I were you, THAT is the part I'd be asking questions about.

That's certainly the part that got my attention.

The only thing that comes to mind ("I love the smell of speculation in the morning!") is that roughly half the board is elected each year (to two-year terms) and this rule is leftover from the organization's first year.

In any event, vacancies occur all the time (resignation, relocation, death) and would not bring the board to a grinding halt though, as others have noted, any such vacancy should be filled as soon as possible.

Any references to "mandate" as the start of a "bromance" should be disregarded as dilatory.

[David A Foulkes]

Any references to "mandate" as the start of a "bromance" should be disregarded as dilatory.

Including this one???

[Trina]

My Club's Constitution states:

"The governing body of the Club shall be the Board of Directors which shall consist of nine (9) members made up of four elected by the general membership at the annual meeting. All other members of the Board of Directors will be elected by ballot by the general membership."

....

...

What's not as clear is what the heck is meant by the apparent requirement that four of the members of the board are elected by the membership, whereas the rest are elected by the membership. (!?)

...

I'm guessing that 4 of the directors are supposed to be elected at the AGM, and the other 5 by use of mailed [or some other form of absentee] ballots. The geographic distribution of membership might make this a reasonable approach, but, if so, hopefully the details are spelled out carefully somewhere else in the bylaws.

[Guest L. D. Caster]

My Club's Constitution states:

"The governing body of the Club shall be the Board of Directors which shall consist of nine (9) members made up of four elected by the general membership at the annual meeting. All other members of the Board of Directors will be elected by ballot by the general membership."

"A quorum of the Board of Directors shall consist of five (5) of it members."

A member of the club contends that having nine member on the Board of Directors is a mandate.

My questions are:

1. What is the meaning of mandate?

2. Is having nine members on our Board of Directors a mandate?

[Guest L. D. Caster]

The term is not commonly used in parliamentary law. From the standard dictionary definitions, the member most likely means that it is "an authoritative command."

I'm not sure that "mandate" is necessarily the appropriate term, but if the member means that you must have nine members on your board, he is entirely correct. Your Bylaws state that the board "shall consist of nine members." In the context of rules or laws, "shall" means "must." Now, if you don't have nine people willing to serve on the board, your board can still continue to function until the positions are filled (so long as you still have at least five board members to meet the quorum requirement). But it is not appropriate for the association to simply ignore the Bylaws and choose to have fewer than nine board members.

I am almost certain the member that use the word "mandate" means "must". Your reply is very clear in that the Club can operate but it must make an effort to fill the vacant positions. The club has a procedure in it's By-Laws to run "Special Elections" during the year to fill any vacancies. The problem that the Club is having is that we just had an Annual Election and one of the candidates who was running unopposed for a Director's position did not receive a majority vote and therefore was not elected. A few of the members who supported this candidate did not like fact that their candidate did not "win" and they are demanding an immediate Special Election and they are saying that the Club has a mandate to fill all the position on the BOD. There were also other unfilled positions on the Board due to lack of candidates. Is the Club obligated to run an immediate Special Election under these circumstances and if no, what is a reasonable time. Also, please note that this Club has a long history of operation without a full BOD.

[hmtcastle]

Is the Club obligated to run an immediate Special Election under these circumstances and if no, what is a reasonable time.

The club is obligated to complete the regular election. Sooner rather than later.

[E A Lemoine]

My Club's Constitution states:

"The governing body of the Club shall be the Board of Directors which shall consist of nine (9) members..."

1. What is the meaning of mandate?

2. Is having nine members on our Board of Directors a mandate?

"Shall consist of nine members" seems pretty clear and unambiguous. It means your board of directors has nine members. Not eight, not seven, not six. As quorum is specified at a certain number, you really don't want to have any "vacant" positions.

The club has a procedure in it's By-Laws to run "Special Elections" during the year to fill any vacancies. The problem that the Club is having is that we just had an Annual Election and one of the candidates who was running unopposed for a Director's position did not receive a majority vote and therefore was not elected. A few of the members who supported this candidate did not like fact that their candidate did not "win" and they are demanding an immediate Special Election and they are saying that the Club has a mandate to fill all the position on the BOD. There were also other unfilled positions on the Board due to lack of candidates. Is the Club obligated to run an immediate Special Election under these circumstances and if no, what is a reasonable time. Also, please note that this Club has a long history of operation without a full BOD.

I'm not quite sure that a "special election" to fill vacancies is even the proper process, especially when an alternative is available. All nine should have been elected using the process defined by your bylaws. If a few weren't elected, you have an incomplete election, not an opening for a "special election". If you have regular meetings, the offices not yet elected should be voted on then. From the vague quotes from the bylaws, there appears to be an indication that you may have "regular" meetings beyond the annual meeting. That would be the time to conduct the election.

How did somebody who was running unopposed for a position not receive a majority vote? Elections are not ordinarily a yes/no vote. If he didn't win, somebody should have won as write-ins are also allowed.

[Guest L. D. Caster]

"Shall consist of nine members" seems pretty clear and unambiguous. It means your board of directors has nine members. Not eight, not seven, not six. As quorum is specified at a certain number, you really don't want to have any "vacant" positions.

I'm not quite sure that a "special election" to fill vacancies is even the proper process, especially when an alternative is available. All nine should have been elected using the process defined by your bylaws. If a few weren't elected, you have an incomplete election, not an opening for a "special election". If you have regular meetings, the offices not yet elected should be voted on then. From the vague quotes from the bylaws, there appears to be an indication that you may have "regular" meetings beyond the annual meeting. That would be the time to conduct the election.

How did somebody who was running unopposed for a position not receive a majority vote? Elections are not ordinarily a yes/no vote. If he didn't win, somebody should have won as write-ins are also allowed.

Because the membership is spread out from New York to North Carolina the elections are done by mail on ballots. There is "majority rule of votes cast" rule in election procedure.

[Gary Novosielski]

Because the membership is spread out from New York to North Carolina the elections are done by mail on ballots. There is "majority rule of votes cast" rule in election procedure.

How does their location make a difference?

If there was only one candidate, how did he not get a majority of votes cast? Were there write-in votes on more than half the ballots?

[Guest L. D. Caster]

How does their location make a difference?

If there was only one candidate, how did he not get a majority of votes cast? Were there write-in votes on more than half the ballots?

There were candidates for other positions on the ballot:

Two for President

Two for Vice President

One for Director #1

One for Director #2

This election was held to elect the President, Vice President, Treasurer, Secretary, and four Directors. The fifth Director was serving a two year term (2010 & 2011).

Nominations were made for all the positions but only above candidates accepted.

Director 1 did not receive a majority of the votes (ballots) that were cast and was not elected.

Director 2 did receive a majority and was elected.

One of the two candidates running for President receive majority vote and one of the two candidates running for Vice President received a majority vote.

The ballot looked something like this:

President

Check One

_____ John

_____ Mary

Vice President

Check one

_____ Sam

_____ George

Directors

Check either one or both

_____ Frank

_____ Sara

-------------------------------------------------------------------------------------

[Gary Novosielski]

...

This election was held to elect the President, Vice President, Treasurer, Secretary, and four Directors. The fifth Director was serving a two year term (2010 & 2011).

...

One of the two candidates running for President receive majority vote and one of the two candidates running for Vice President received a majority vote.

The ballot looked something like this:

President

Check One

_____ John

_____ Mary

Vice President

Check one

_____ Sam

_____ George

Directors

Check either one or both

_____ Frank

_____ Sara

Well, you were asking for trouble with "Check either one or both". And besides, you said you were electing FOUR directors, not two. What happened to the other two? Don't say "there were no nominations" because that's no excuse. People do not have to be nominated to be voted for. But you failed to include any space for the write-in votes. A proper ballot would have looked more like this:

---

President--vote for one:

___ John

___ Mary

_______________________ (write in)

Vice President--vote for one:

___ Sam

___ George

_______________________ (write in)

Directors--vote for four:

___ Frank

___ Sara

_______________________ (write in)

_______________________ (write in)

_______________________ (write in)

_______________________ (write in)

---

Since you have elected one more director, you have an incomplete election for the remaining three. Since Frank was not elected, he can still be on the ballot. If you have no additional nominees, have an election with this ballot:

---

Directors--vote for three:

___ Frank

_______________________ (write in)

_______________________ (write in)

_______________________ (write in)

---

...or just use blank paper, and instruct the voters to vote for three people.

But you must keep on voting until you get a majority vote for three more directors.

[Guest L. D. Caster]

Well, you were asking for trouble with "Check either one or both". And besides, you said you were electing FOUR directors, not two. What happened to the other two? Don't say "there were no nominations" because that's no excuse. People do not have to be nominated to be voted for. But you failed to include any space for the write-in votes.

The By-Laws state that potential candidates must be nominated and the nominees must accept the nominations in order for their name to be put on the ballot. There were many nominees for every position in this election but only a relative few accepted the nomination.

People do not have to be nominated to be voted for. But you failed to include any space for the write-in votes.

The By-Laws state that write-in votes are not permitted.

Since you have elected one more director, you have an incomplete election for the remaining three.

I agree that this may be an "incomplete election". There is nothing in the By-Laws on what to do if there are not candidates for every position. Where can I find the information on "incomplete elections" in RONR.

[Gary Novosielski]

The By-Laws state that potential candidates must be nominated and the nominees must accept the nominations in order for their name to be put on the ballot. There were many nominees for every position in this election but only a relative few accepted the nomination.

The By-Laws state that write-in votes are not permitted.

I agree that this may be an "incomplete election". There is nothing in the By-Laws on what to do if there are not candidates for every position. Where can I find the information on "incomplete elections" in RONR.

This is not practical because we have members from New York to North Carolina and voting is done on paper ballots and mailed in. I can see where we can have endless elections on filling vacancies on the BOD, especially when the Club cannot get candidates to run.

Well, the authors of your bylaws appear to have rejected every bit of advice contained in Robert's Rules of Order on the subject of elections. As a result, none of the answers to your problem will be contained in RONR, and there is nothing we can do to help you.

Good luck.

[Guest L. D. Caster]

Thanks everybody for your all your replies. This has been very educational. The way forward is clear, the Club's By-Laws need some serious updating.