Re: Board Elections: Candidates and Open Seats

[Bob Gulino <http://www.unumhumbrewing.com/~bob.gulino>]

Hi, Noelle, Dale,

Actually, the board did not vote to adopt the electronic balloting. This was 
submitted to the members for a paper-ballot vote a few years ago (2015 as I 
recall), and the members approved the switch to electronic voting. That year 
was our last vote using paper ballots.

Here are a few thoughts about the current situation:

There are three (3) open seats up for election this year.
All members were invited to nominate candidates.
The schedule for election events was published to all members.
We received three nominations before the announced deadline.
The fact that we have only three candidates does not necessarily release us 
from our obligation to hold an election.
Members should be given the opportunity to write-in candidates, if desired.
According to generally accepted standard procedure, any election should have at 
least one vote for it to be official.

While it may seem that we do not need an election because there are three 
people for three spots, and while I'd certainly like to save the $89 cost of 
running the election, I tend to agree with Dale that we need to move forward 
with the election.

Alternatively, we could send out a special notice (not in a newsletter) to all 
members describing the situation and explaining that we’d like to save money. 
However, a smarter approach may be to add a question to the election asking 
members to vote on the issue of creating the ability to skip holding an 
election in the future if there are not more candidates than open positions.

With that being said, we do have a “meet the candidates” event coming up 
this Saturday. Let’s have a quick discussion about this issue then.

Cheers,
Bob

> On Sep 5, 2019, at 12:36 PM, Noelle <http://dummy.us.eu.org/noelleg>  wrote:
> 
> Dale, thanks for looking into this!
> My interpretation of "inspectors" is that the Elections cmte. takes 
> that role. I'm not a lawyer, but that's why having an active legal 
> subcommittee would be good.but anyway...
> 1st 2 elections we had, people mailed in the paper ballots and then 
> these were counted by us during the Sept. Board meeting
> This whole paper & mail elections process was very laborious and so 
> the Board did vote that changing to an electronic process would be 
> in the interests of the organization.
> NG
> 
> On Sep 5, 2019, at 10:33 AM, Dale Elliott <http://www.unumhumbrewing.com/~dale.elliott> 
> wrote:
> 
> Here is the section that relates to board elections (emphasis mine):
> 
> C. Terms of Office and Board Elections
> Directors shall be elected for two (2) year terms.  No amendment of the 
> articles or bylaws may extend the term of a director beyond that for which 
> the director was elected, nor may any bylaw provision increasing the terms of 
> directors be adopted without approval of the members.  The board may stagger 
> the terms of directors by dividing the total number of directors into two 
> groups with different terms at the first board election.
> Each director, including a director elected to fill a vacancy, shall hold 
> office until the expiration of the term for which elected and until a 
> successor has been elected and qualified.
> Notwithstanding the foregoing, a person whose membership is terminated shall 
> immediately cease to be a director of the corporation.
> There shall be available to the members reasonable nomination and election 
> procedures for directors given the nature, size, and operations of the 
> corporation.
>  The board shall appoint inspectors of election to act at any meeting at 
>  which an election is to take place.  The number of inspectors shall be 
>  either one or three.  
> The inspectors of election shall determine the number of memberships 
> outstanding and the voting power of each, the number represented at the 
> meeting, the existence of a quorum, receive votes, ballots or consents, hear 
> and determine all challenges and questions in any way arising in connection 
> with the right to vote, count and tabulate all votes or consents, determine 
> when the polls shall close, determine the result and do such acts as may be 
> proper to conduct the election or vote with fairness to all members.    
> The inspectors of election shall perform their duties impartially, in good 
> faith, to the best of their ability and as expeditiously as is practical.  If 
> there are three inspectors of election, the decision, act or certificate of a 
> majority is effective in all respects as the decision, act or certificate of 
> all.
> 
> If the corporation distributes any material soliciting a vote for any nominee 
> for director in any publication owned or controlled by the corporation, it 
> shall make available to each other nominee, in the same material, an equal 
> amount of space, with equal prominence, to be used by the nominee for a 
> purpose reasonably related to the election.
> Upon written request by any nominee for election to the board and the payment 
> of the reasonable costs of mailing (including postage), the corporation shall 
> within 10 business days after such request (provided payment has been made) 
> mail to all members, or such portion of them as the nominee may reasonably 
> specify, any material, which the nominee may furnish and which is reasonably 
> related to the election.
> 
> Without authorization of the board, no corporation funds may be expended to 
> support a nominee for director after there are more people nominated for 
> director than can be elected.
> 
> We haven't really adhered to the "1 or 3 inspectors of election" rule.
> 
> There is no specification of voting procedure. The bylaws assume we'll hold 
> board elections at a meeting of members, not by mail-in ballots or electronic 
> voting.
> 
> We allow write-in votes in our electronic ballots, so the number of 
> candidates is not necessarily set by the number of candidates who submitted 
> materials. Given that loophole, I guess we should go ahead with the email 
> ballots.
> 
> Cheers,
> Dale Elliott