What if a board can't agree on a slate to propose for election at its annual membership meeting?

Question

A nonprofit (New York State 501c3) that I'm involved with has a Board of Directors that has recently erupted in conflict. The annual membership meeting is coming up and it appears that no majority of board directors will be able to agree on a board slate to be presented to the membership for election. This is the first membership meeting for the organization and given the recent conflict, nobody knows how to handle the board election.

How is this situation typically handled or how does it typically play out? Could members propose individual director candidates and could there be a separate round of voting for each of these candidates? Where can I find documents regarding this scenario?

Answer 1

The first place to look is the corporation's bylaws. These should set the conditions for nominating candidates, and the voting procedure to be used to elect them. The second place would be the New York State law under which the corporation is chartered. This specifies the framework within which the bylaws are to be interpreted. The law might render some provisions of the bylaws invalid, or it might make certain provisions where the bylaws are silent.

Slates of candidates are usually somewhat like political parties (which, it may be noted, are nowhere mentioned in the US Constitution), for example: a bunch of people put themselves forward as a package, with a common platform. But votes are usually cast for individuals. In the absence of a slate, the nomination and election of individuals is still controlled by the same set of rules.

Answer 2

This is not a problem.

The laws of NY require the members to elect the board at the AGM in accordance with the articles of incorporation and the by-laws. If these say nothing about how this happens then the first order of business for the members at the AGM is to decide how they will do this.

Answer 3

This is a common blind-spot for Boards of Directors

in a Member-based organization. They think they confer the board of directors and the Membership just rubber-stamps it. Not the case at all. You need to read

• State law
• Articles of Incorporation
• Bylaws
• Parliamentary procedure if your Bylaws invokes one.

Very often the Board itself isn't even responsible to send ballots; that role is typically defined. If the responsible person doesn't send ballots, file suit immediately. This is a trivial matter for a court to deal with. They'll be ordered to show and given a firm lecture: "Follow your own rules and don't make me intervene again".

The Board is not entitled to pick a slate

President: Jill Stein

That is what a slate is. It is a list of the candidates the issuing body prefers.

There may be a procedure that calls for the Board to pick a presumptive list of qualified candidates. That should be all credible candidates who have been nominated. Very often, Boards have trouble finding volunteers and stretch to meet the minimum number. More likely, they innocently stop there when a further search could turn up more candidates. When this sets in as habit, this morphs into the Board's belief that they are entitled to pick their favorites. When they have 2 extra candidates, the Board starts thinking it's their job to narrow the field "for you" (for themselves) by excluding some from the ballot.

That's when the list of candidates becomes a slate. And I even hear Boards refer to it as exactly that. The Board is now a political party of their own! That guarantees everyone else's right to also get political, which is probably not what they want :)

They are already obliged to fully support anyone's campaigning. When the Board itself takes a partisan position, that responsibility is even more acute. If the Board obstructs others' campaigning, back to court and order the election canceled and re-run such that everyone has time to campaign. While you're there, ask the court to settle questions about access to the Member addresses and contact info for campaigning, and whether the Board has the right to govern member speech about the affairs of the organization (they don't).

All of them have unclean hands since they are all endorsing the same wrong idea of sending up a ballot that has only one faction's slate pre-printed. This kind of cluelessness is usually accompanied by arrogance. I think, if the Board deadlocks the election because of refusal to do this, you should go to court and get a judge shake them out of their skepticism/disbelief. (you can't tell them; it sounds like politics coming from you).

Your situation is democracy at work.

You have 2+ factions of Board members with 1 slate each per faction. They are ALL credible candidates. The Board's proper role is to put them ALL on the ballot.

Then, each faction publishes their own slate, and you have a good old fashioned election. Worst system in the world, except for all the others.

Good luck!