Associations: FAQs for Board of Directors Elections

As the managing executive team, the board of directors is the most important part of every association. The board of directors election is therefore of great importance. Here we give you answers to the most frequently asked questions about these elections. 

General questions about associations’ board of directors

1) What legal position does the association’s board of directors have?
Every association needs a board of directors which acts as the managing executive. The board of directors represents the association in and out of court. 

2) Do associations need to be registered? 
Registering associations is part of state law in the United States and every state has its own registration procedure. In Canada, provincial as well as federal law applies to the registration of associations.

3) How many directors sit on the board?
Boards of directors in associations are usually comprised of at least three members. A board of directors typically has more than one member so that the directors can consult and monitor each other more effectively. 

4) What is the election process for directors on the board?
The election process depends on the voting procedures used in the association. If members are allowed to vote online or by post, the election period usually starts before the Annual General Meeting (AGM) and ends with the AGM so that the results can be made public at the meeting. Another possibility is that members are only able to vote at the AGM in person, which typically applies for smaller or local associations. The details about the election process are constituted in the bylaws of the association. 

Who can be elected to the board of directors?

5) Can only members be elected to the board?
A board of directors can be made up of internal members and external directors. The latter option has to be included in the bylaws. It can also be the case that only members can be elected to the board. This is typical for most associations. 

6) Who can nominate candidates and until what deadline?
In general, every member can nominate candidates for the board of directors election. Nominations can be handed in via post, electronically or in person at an association’s branch or headquarters. The nomination period usually starts several weeks before the election. However, every association has specific rules about their nomination procedure which are recorded in the bylaws. 

7) How long is the term for the board?
There is no single rule governing how long a director can serve on the board. Some associations elect or re-elect a new board annually, but most have a two or three year term. Some terms can even be as long as five years.

8) What responsibilities do board members have?
Board members are elected to run the association on behalf of its members. They usually appoint or elect an executive committee to manage the association. In addition, the board of directors is responsible for the direction of the association and complying with ethical and legal standards. 

Voting rights

9) Do passive members have voting rights?
The bylaws of the association should define the rights and responsibilities of active and passive members, especially the voting rights. For example, active members can be members who organize the association’s events, whereas passive members simply pay membership fees whilst not becoming involved in organizational matters. 

10) Can Annual General Meetings be held electronically?
Holding an online AGM in associations is legally possible. The criteria for electronic AGMs are written in the bylaws of the association. 

11) Is online voting possible in associations? 
To make online voting possible and legal in your association, electronic voting has to be specified as an option in the bylaws. A resolution or amendment should be sufficient to include online voting. The specifics of online elections, such as the requirements and processes should also be detailed in the bylaws. 

12) How can the bylaws be amended?
The bylaws of an association can be amended at the Annual General Meeting or board meetings, depending on whether all members have the right to vote on amendments or just board members.
Read more about amending the bylaws!