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May we be given election ballot with no choices?

Your Legal Questions Answered

May we be given election ballot with no choices?

I am a member of a 501(c)(3) organization that is about to hold its annual election for officers. The people in office now are running for office again.  It’s as if only one person out of over 1,000 members qualified for each of the positions. They sent out a ballot with the one candidate’s name for each position.  They also said that if we don’t want to vote for a specific candidate we cannot submit our ballot. Is that legal?

Now you know what it’s usually like to get a proxy statement for the election of directors of a publicly traded business corporation.  The only difference there is that you can normally withhold a vote for a specific candidate if it makes you feel better, even though it probably has no effect whatsoever on the outcome of the election.

Very few nonprofits regularly run contested elections, but there is generally a somewhat more protective view of a member’s interest in the governance of a nonprofit corporation than a shareholder’s interest in governance of a business.  You should look carefully at your organization’s bylaws to see if they have followed any nominating procedure spelled out there, or if there is none, the provisions of the state’s nonprofit corporation law.  If they have not have followed the rules and won’t redo the election on your request, you might be able to get a court to enjoin or overturn it if you really want to fight it.  If they have followed the rules, you (together with a lot of other members) may have a right to call a special members’ meeting to throw the bums out — if you have the votes. 

I doubt that they have the right to say that the ballot will not be counted unless you vote for each of the candidates.  But winning that argument isn’t likely to make any difference if there is only one choice for each position. 

Tuesday, December 20, 2016

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