Elections conducted by an outgoing board of directors - legal?

[lptwigg]

I need some help with an issue around the election of delegates. The question is, that the officers are elected in April, but take office July 1. Therefore the new Board of Directors is set on July 1.

The question is that one of our local organizations wants to elect their delegates in April, but have the Board elect them, not the general membership, who are the people that elect the officers in April. I have told them if the election is by the Board, it must be done after July 1. So, am I in error? Can the old Board, before they leave office, elect for the upcoming Board?

Thanks for any help!

[Chris Harrison]

Who do the bylaws say elects the Delegates? If they say that the General Membership does the electing then the General Membership does the electing and what the local organization wants is irrelevant.

[lptwigg]

Who do the bylaws say elects the Delegates? If they say that the General Membership does the electing then the General Membership does the electing and what the local organization wants is irrelevant.

Hi! This is the issue. What is going on is that I am in charge of approving the local bylaws on behalf of the parent organization. The template we provide says: "Delegates shall be elected in __________(month) by the board of directors." This sentence is in a portion of the bylaws template that the locals can amend. I am allowing them to change "board of directors" to general membership if they want the election before July 1. However, one local is adamant that they want their Board to elect in April, and I think that should not be allowed, because the new board, come July, might want other representatives.

Am I wrong?

Thanks!

[Chris Harrison]

There is nothing in RONR that would prevent a lame duck Board from electing the delegates and your question is more of fairness rather than parliamentary procedure so RONR is going to be of little help here. This issue is between you, the local, and any other body/officer/person who may have the authority to overturn your decision if the local disagrees with it (if there is one) to resolve.

[David A Foulkes]

Hi! This is the issue. What is going on is that I am in charge of approving the local bylaws on behalf of the parent organization. The template we provide says: "Delegates shall be elected in __________(month) by the board of directors." This sentence is in a portion of the bylaws template that the locals can amend. I am allowing them to change "board of directors" to general membership if they want the election before July 1. However, one local is adamant that they want their Board to elect in April, and I think that should not be allowed, because the new board, come July, might want other representatives.

Am I wrong?

Thanks!

Your in charge of approving the bylaws? Powerful man.

You're allowing them to change "board of directors"? Very powerful man.

You think not making the change should not be allowed? Very powerful man, indeed.

So, how much of the local bylaws are the "locals" allowed to amend exactly? And how much is out of their hands?

[lptwigg]

Your in charge of approving the bylaws? Powerful man.

You're allowing them to change "board of directors"? Very powerful man.

You think not making the change should not be allowed? Very powerful man, indeed.

So, how much of the local bylaws are the "locals" allowed to amend exactly? And how much is out of their hands?

LOL... not a man, and definitely not powerful.

There are sections in the template that are marked as not amendable, mostly due to IRS and state regs, etc. We hold their charters which is why we have final say.

[lptwigg]

There is nothing in RONR that would prevent a lame duck Board from electing the delegates and your question is more of fairness rather than parliamentary procedure so RONR is going to be of little help here. This issue is between you, the local, and any other body/officer/person who may have the authority to overturn your decision if the local disagrees with it (if there is one) to resolve.

Ok, so then, someone told me that a Board cannot encumber a future Board, like with passing a budget or such. They thought they took that info from RONR. Is there nothing about encumbering a future Board? I'm just trying to understand.

Thanks!

[Trina]

Ok, so then, someone told me that a Board cannot encumber a future Board, like with passing a budget or such. They thought they took that info from RONR. Is there nothing about encumbering a future Board? I'm just trying to understand.

Thanks!

No, that's not a RONR concept. As far as RONR is concerned, there is no 'current board' versus 'future board' distinction. It's simply 'the board' -- the fact that members may change from time to time doesn't matter in the conduct of the organization's business.

If you think about it, assemblies constantly have to deal with the consequences of previous decisions, often including previous budget decisions.

[lptwigg]

No, that's not a RONR concept. As far as RONR is concerned, there is no 'current board' versus 'future board' distinction. It's simply 'the board' -- the fact that members may change from time to time doesn't matter in the conduct of the organization's business.

If you think about it, assemblies constantly have to deal with the consequences of previous decisions, often including previous budget decisions.

Ok, so I stand corrected, and I thank you very much for helping me on this issue. I truly appreciate the help I get from everyone here!

[Josh Martin]

Ok, so then, someone told me that a Board cannot encumber a future Board, like with passing a budget or such. They thought they took that info from RONR. Is there nothing about encumbering a future Board?

The member is probably thinking of the concept regarding the freedom of each new session. (RONR, 11th ed., pg. 87, lines 6-21) This rule does not prevent the board from electing delegates even though the delegates will not serve until after a change in the board's membership. The board may, however, use the motion to Amend Something Previously Adopted to replace the delegates with others. This requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

[lptwigg]

The member is probably thinking of the concept regarding the freedom of each new session. (RONR, 11th ed., pg. 87, lines 6-21) This rule does not prevent the board from electing delegates even though the delegates will not serve until after a change in the board's membership. The board may, however, use the motion to Amend Something Previously Adopted to replace the delegates with others. This requires a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice.

Thanks for the RONR reference, it helps a lot. Sad to say, the fallout from this will get ugly, but nothing to do about that except continue on and learn from my mistakes. 8-(

I do very much appreciate your help!

[Josh Martin]

Sad to say, the fallout from this will get ugly, but nothing to do about that except continue on and learn from my mistakes. 8-(

Well, it would seem that the solution in the long run is to amend the Bylaws of the parent organization to specifically provide that, if the board of a local society is to elect the delegates, it may not elect them prior to July 1. I can imagine that there may indeed be some ugliness in the meantime, particularly if (as I assume, given the importance attached to this issue) the selection of delegates is highly contentious.