Associations: FAQ for Board of Directors Elections
As the managing executive, the board of directors is the most important organ of every association. Thus, the board of directors election is of great significance. In this guide, we would like to give you answers to the most frequently asked questions about these elections.
General Questions about the Association's Board of Directors
1) What legal position does the association’s board of directors have?
Ever association needs a board of directors, which acts as the managing executive. The board of directors represent the association in and out of court.
2) Do associations need to be registered?
According to UK law, unincorporated associations do not need to register with a public or governmental body. If an association has charitable aims and exceeds the limit of £5000 of annual profit, it may need to register with the Charity Commission.
3) How many directors on the board are needed for the association?
In associations, a board of directors is mostly comprised of at least three members. Usually a board of directors has more than one member so that the directors can consult and control each other more effectively.
4) What is the election process for directors on the board?
The election process depends on the voting options the members get to vote for their board of directors. If the membership is 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 can only vote at the AGM in person on the day of the meeting, 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 be a board member?
5) Can only members be elected to the board?
A board of directors does not only need to be comprised of members; external directors can be elected to the board. This option has to be included in the bylaws. However, it can also be decided that only members are able to be elected to the board. This is typical for most associations.
6) Who can nominate candidates and until what deadline?
In general, every member or committee can nominate candidates for the board of directors election. The nomination can be handed in via post, electronically or in person in an association’s branch or headquarter. 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 rule 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 , while some can even be as long as five years.
8) Which responsibilities do the board members have?
The 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 obeying ethical and legal standards.
Voting Rights
9) Do passive members have a voting right as well?
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 organise the association’s events and others, whereas passive members only pay the membership fee.
10) Can Annual General Meetings be held via electronic means?
Holding an online AGM in associations is legally possible. The criteria for an electronic AGM 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, the electronic voting option has to be included in the bylaws. A resolution or amendment should be sufficient. The details about online elections, such as the requirements and the process should be clarified 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 the members have a right to vote on amendments or only board members.
Read more about amending the bylaws!