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Decapitation of leadership


Guest Woboot100

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Recently I discovered that, under our system, I had a disqualification and had to step down as president of our assembly. We are facing turbulent times, with much work to be done regarding contracts and much money in the balance (literally in the neighborhood of fifteen million dollars in the next year).

 

After I stepped down, however, a grievance was filed (confidentiality is assured in our process), by someone or some ones, against our past nominating committee asking that ALL the officers be disqualified from serving further based on my disability under the grounds that all the officers were therefore invalidly elected. The disability, pointedly, was solely mine. The nominating committee refused to defend itself and stipulated that the grievance was correct, our Review Committee (the grievance committee) ruled the officer elections invalid, and the entire leadership was thereby decapitated at one fell swoop. 

 

We have no one to take the lead role in our Executive Committee since all other leaders elected under that election could, at  a later date, be ruled improperly elected. I cannot get two people to publicly call a meeting. The Executive Committee, being unwilling to meet (I cannot find even two members even willing to call a meeting), everyone is hunkered down or in silos) cannot call new elections or overrule the Review Committee or even call a general meeting. 

 

We are in a state of nature at this point, there is no organization (only some committees functioning on their own) and I need to get the process started again. Any suggestions would be appreciated.

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What is the term of office as stated in the bylaws? (Exact quote, please.)

The full sentence reads: "Each of the above positions shall be effective for one business year only 

with the option of re-election subject to a two-consecutive-year term limit 

in any given position, and a four-consecutive-year term limit as an

officer".

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Since the election was finished, I do not see the nominating committee to have any role in declaring the election invalid. That would have to go to the assembly and then I wonder about what their power would be. If it comes down to being a legal issue, you need an attorney and not a parliamentarian.

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The full sentence reads: "Each of the above positions shall be effective for one business year only 

with the option of re-election subject to a two-consecutive-year term limit 

in any given position, and a four-consecutive-year term limit as an

officer".

 

I don't really understand this, but I don't see anything resembling an "or until their successors are elected" clause, which means that if there are no new officers, there are no officers at all past the end of the previous term. So, if this "Review Committee" does actually have the power, by some specific provisions of your bylaws, to invalidate the most recent elections, then it would seem there is a real problem here. Under RONR, however, there is no committee that would have such power.

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In general, the invalidation of of the election of one officer would not invalidate the election of other officers.  While you might have been ineligible, the other officers were not (see p. 445. ll. 9-22).

 

Assuming the Review Committee has the power to make this decision, it should have the power to correct this error. 

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I will throw you what might be a bit of a lifeline re whether you have any officers at all at this point.

 

Based on the amount of money that you say is at stake, I imagine this organization is incorporated.  If it is, someone in the organization, or its attorney, might want to check your state's corporation laws to see if there is a provision that officers continue to serve until their successors are elected.

 

btw, I agree with the others who question whether all of the elections were invalid and whether any committee has the authority to declare that the entire election was invalid and that none of the officers were validly elected.

 

You might want to consult with both an attorney and a professional parliamentarian.  For finding a credentialed parliamentarian, you might check with one or both of these two national associations of parliamentarians:

 

National Association of Parliamentarians (NAP)
213 South Main St.
Independence, MO  64050-3850
Phone: 888-627-2929
e-mail: hq@NAP2.org  
www.parliamentarians.org


American Institute of Parliamentarians (AIP)
618 Church Street, Ste 220
Nashville, TN 37219
Phone: 888-664-0428
e-mail: aip@aipparl.org
www.aipparl.org

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I don't really understand this, but I don't see anything resembling an "or until their successors are elected" clause, which means that if there are no new officers, there are no officers at all past the end of the previous term. So, if this "Review Committee" does actually have the power, by some specific provisions of your bylaws, to invalidate the most recent elections, then it would seem there is a real problem here. Under RONR, however, there is no committee that would have such power.

There is no specific authority or express authority for the Review Committee to invalidate an election. Nor is there a specific or express authority for the nominating committee to exist after the election. 

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There is no specific authority or express authority for the Review Committee to invalidate an election. Nor is there a specific or express authority for the nominating committee to exist after the election. 

 

Well, then, it would seem your problem vanishes, at least until the next meeting of the assembly.

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Is there a RONR motion to overrule the Review Committee decision?  A Point of Order that they don't have the power to dismiss everyone?  The assembly can Rescind their decision?  I am assuming since there are no officers right now (as far as they are concerned) that any such motion is with a secretary and chair pro-tem. 

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There is no specific authority or express authority for the Review Committee to invalidate an election. Nor is there a specific or express authority for the nominating committee to exist after the election.

Then the officers which the Review Committee claimed to remove remain in office.

Is there a RONR motion to overrule the Review Committee decision?  A Point of Order that they don't have the power to dismiss everyone?  The assembly can Rescind their decision?  I am assuming since there are no officers right now (as far as they are concerned) that any such motion is with a secretary and chair pro-tem.

Well, it all depends on what actually happens at the next meeting of the society. In my view, the officers should ignore the delusional statements by the Review Committee and should continue to serve in their positions, and so the Vice President and Secretary should serve at the meeting. Then it would be one of the committee's members or supporters who would raise a Point of Order that the election of all the officers is invalid, followed by an Appeal if necessary.

Keep in mind that we're not talking about a decision of the assembly or a ruling by the assembly's chairman. A subordinate committee presumed the authority to invalidate an action by its parent assembly, with no authority in the bylaws to do this. Such statements have no authority - it is the assembly's decision to elect these officers which is presumed to be valid until the assembly has determined otherwise.

If, for some reason, the officers and the assembly continue to act under the impression that the officers are removed, then yes, I suppose a Chairman Pro Tempore and Secretary Pro Tempore would need to be elected. It would then be one of the officers or their supporters who would raise a Point of Order, followed by an Appeal if necessary, that the election of the officers (other than the President) are valid, and that the Review Committee has no authority to decide otherwise. I do not think a motion to overrule or rescind the Review Committee's action would be proper, since this would imply that the Review Committee had the authority to take the action it did.

Either way, I hope that after all is said and done, the assembly will correctly conclude that the President's ineligibility has no validity on the elections of the other officers and that the Review Committee has no authority to invalidate an election conducted by the membership. The assembly can then proceed to complete the incomplete election for President and replace most or all of the Review Committee's members for grossly overstepping their bounds and causing a huge mess.

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I  guess one more question is in order: there is nothing in the nominating committee charge, which I just checked, that directs them to investigate those whom they put forward. Yet . . .  is it understood, under RONR, that the nominating committee should exercise due diligence to make certain that only eligible nominees get nominated for posts? Or, should a nominating committee refer all nominees to the main body for them to ascertain? We have many elective post and all of them are filled either through self-nominations reported to the nominating committee or with nominations made from the floor to the nominating committee. (Most of these are pro forma . . . we want somebody, almost anybody, to fill some of these posts.) In that sense, the nominating committee depends on self-reporting and there is no precedent for the committee to background anyone. Yet, is there a "due diligence" aspect here or does the process of challenging a nominee's credentials belong to the assembly. Certainly, had I been asked, I would have misreported my situation since, at that time, I had forgotten the issue that led to me disqualifying myself. 

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I guess one more question is in order: there is nothing in the nominating committee charge, which I just checked, that directs them to investigate those whom they put forward. Yet . . . is it understood, under RONR, that the nominating committee should exercise due diligence to make certain that only eligible nominees get nominated for posts? Or, should a nominating committee refer all nominees to the main body for them to ascertain? We have many elective post and all of them are filled either through self-nominations reported to the nominating committee or with nominations made from the floor to the nominating committee. (Most of these are pro forma . . . we want somebody, almost anybody, to fill some of these posts.) In that sense, the nominating committee depends on self-reporting and there is no precedent for the committee to background anyone. Yet, is there a "due diligence" aspect here or does the process of challenging a nominee's credentials belong to the assembly. Certainly, had I been asked, I would have misreported my situation since, at that time, I had forgotten the issue that led to me disqualifying myself.

The role of the nominating committee so far as RONR is concerned is to make its own nominations for office, generally one nomination for each office, and I think it is understood that they will try to confirm that those nominees are eligible for office. It is not the nominating committee's job to investigate (or do anything with) nominations made by others. Your organization's rules may provide otherwise.

To develop this one step further, if a "due diligence" aspect exists for a nominating committee that has, literally, dozens of posts to fill, no sane person would sit on the nominating committee--the work would be staggering.

If the committee is expected to provide nominations for "literally, dozens of posts," it seems to me that the work is staggering already. I don't know why expecting the nominating committee to add the step of checking whether the people it nominates are eligible would be that much of an added burden, unless the organization's rules for eligibility are excessively complicated. As noted, it's not the nominating committee's job to review the nominations made by everyone in the society, unless your rules so provide.

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I can't add to Josh Martin's excellent response in post # 19 immediately above, but I'm curious about this statement:

 

To develop this one step further, if a "due diligence" aspect exists for a nominating committee that has, literally, dozens of posts to fill, no sane person would sit on the nominating committee--the work would be staggering.

 

I'm curious as to why and how the nominating committee has "literally dozens of posts to fill".   

 

Most of us here are used to nominating committees with the job of coming up with a list of nominees for maybe a half dozen officer positions with sometimes the additional duty of nominees for the board of directors.  It sounds like your nominating committee must be charged with nominating officers, directors, committee chairman and maybe even committee members for all of the organization's standing committees.  

 

Would you mind elaborating a bit on why this nominating committee has so many posts to fill.... and how large the committee itself is?   It might help if you tell us what type and how large a society this is, but that's up to you.

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I can't add to Josh Martin's excellent response in post # 19 immediately above, but I'm curious about this statement:

 

 

I'm curious as to why and how the nominating committee has "literally dozens of posts to fill".   

 

Most of us here are used to nominating committees with the job of coming up with a list of nominees for maybe a half dozen officer positions with sometimes the additional duty of nominees for the board of directors.  It sounds like your nominating committee must be charged with nominating officers, directors, committee chairman and maybe even committee members for all of the organization's standing committees.  

 

Would you mind elaborating a bit on why this nominating committee has so many posts to fill.... and how large the committee itself is?   It might help if you tell us what type and how large a society this is, but that's up to you.

I have tried to calculate how many posts the nominating committee fills per year . . . but due to staggered terms, it is a little difficult . . . my estimate is around 40 per year on average . . . we have some subsidiary unit seats which might add to that total . . . plus some seats that place people on board committees.  We are a research/think tank/educational institution. Our voting membership is somewhere between 105 and 110 and it is expected that most voting members will serve on some type of committee. We are almost all Ph.D.s, D.Ed.s, Ed.D.s and so forth, with a sprinkling of some more exotic or unusual graduate degrees. 

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I think I need to be certain that I have the standard RONR presuppositions for nominating committees correct. The nominating committee did not approach those who were nominated for officers. We approached them and nominated ourselves (this is standard for our organization) and is common for all the different posts . . . this is why sitting on the nominating committee is not a unusual burden. Generally and in considerable number people nominate themselves  or are nominated by others. The bulk of the nominating committee's work is simply the actual conduct of the election. (My posts, #17 and #18, were unintentionally misleading. My apologies, this is the only organization I have ever served with that had a nominating committee.) As I am reading Josh Martin's number 19, it appears that it would not be, in this instance, the nominating committee's job to investigate us since the nominating committee did not come to us, but us to them.  I realize that this is very narrow point but it seems important.

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As I am reading Josh Martin's number 19, it appears that it would not be, in this instance, the nominating committee's job to investigate us since the nominating committee did not come to us, but us to them.  I realize that this is very narrow point but it seems important.

 

No, I don't think that is important. If the nominating committee's job is to submit nominations for office (as is its job as described in RONR), then it doesn't matter where the committee gets its ideas for whom to nominate. It should always make sure that the candidates it nominates are eligible for office. RONR doesn't say so explicitly, but the point seems so obvious that it should go without saying.

 

RONR does say, "It is desirable policy for the nominating committee, before making its report, to contact each person whom it wishes to nominate, in order to obtain his acceptance of nomination—that is, his assurance that he will serve in the specified office if elected" (p. 434). So, if the prospective nominee approaches the committee in order to be nominated, then at least that part of the job is done for them.

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As I am reading Josh Martin's number 19, it appears that it would not be, in this instance, the nominating committee's job to investigate us since the nominating committee did not come to us, but us to them. I realize that this is very narrow point but it seems important.

This isn't at all what I'm saying. Let's suppose that the Nominating Committee nominates Mr. A to be President. Whether Mr. A or a member of the Nominating Committee suggested this idea is immaterial. If the Nominating Committee is nominating Mr. A to be President, it should make its best effort to determine that he is eligible for that position.

On the other hand, let's suppose that another member nominates Mr. B to be President. The Nominating Committee is sticking with its nomination of Mr. A. Whether Mr. B is eligible isn't the Nominating Committee's problem.

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No, I don't think that is important. If the nominating committee's job is to submit nominations for office (as is its job as described in RONR), then it doesn't matter where the committee gets its ideas for whom to nominate. It should always make sure that the candidates it nominates are eligible for office. RONR doesn't say so explicitly, but the point seems so obvious that it should go without saying.

 

RONR does say, "It is desirable policy for the nominating committee, before making its report, to contact each person whom it wishes to nominate, in order to obtain his acceptance of nomination—that is, his assurance that he will serve in the specified office if elected" (p. 434). So, if the prospective nominee approaches the committee in order to be nominated, then at least that part of the job is done for them.

This, then appears to be a serious defect in Robert's Rules. If there is no specification that the Nominating Committee vet its nominees or that there are some instances where the Nominating Committee vets the nominees and other instances where it does not, elections can (and will occur) with some nominations (those from the Nominating Committee) vetted and others, those from the floor, being unvetted and open to challenge and forced to do  a post-facto vetting. If someone who has some inobvious disqualification wishes to slip past the vetting process, they have only to arrange to be nominated from the floor. Moreover, to give the Nominating Committee the power to inquire into candidates' past places an enormous amount of easily abused power in their hands. It would be very easy, particularly in a larger assembly, for a Nominating Committee to ignore disqualifications for one favored candidate and no one would notice. There must be a better way of doing this.

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