BCCP BOARD

Who has the final responsibility for adherence to bylaws?

32 posts in this topic

56 minutes ago, Gary Novosielski said:

I believe that the assembly, by failing to raise a timely point of order, has effectively snoozed, and has therefore lost.

I agree. As to what the assembly should do now, I suggest that they do better next time.

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We are told that:

1. This board, consisting of 11 members (I gather), erroneously declared a candidate for a leadership position to have been approved by it by a vote of 5 in favor and 2 opposed, with 4 abstentions.

2. The declaration of the result of the vote was in error because the bylaws require “a two-thirds (2/3) majority of the entire Board of Directors” for approval, but no point of order was raised at the time when the result of the vote was declared.

3. Two months later this candidate was elected by the membership, and the organization is now in receipt of a legal opinion that “because an error had been committed by the number of abstentions” (presumably referring to the error in the declaration of the result of the vote by the board), the subsequent election (two months later) of this individual was null and void.

4. The question that has now arisen in a formal complaint against a Board member is "Who is responsible for declaring that the individual had met the required level of approval to continue on to election by the membership as a whole?"

I find it rather strange that this question is said to have now arisen in a formal complaint against a Board member. It seems to me that the question being asked is “who was responsible for ensuring that the declaration of the result of the vote taken by the board was correct?” If so, I’d think the answer is that every member of the board who was present at the time was equally responsible for ensuring that the applicable rules were followed. But since we have no information concerning exactly what was reported by the board to the membership’s assembly, what the attorney’s opinion is based upon, or anything at all about the substance and nature of this complaint against a board member, I’m not willing to go any further than this.

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Is it your opinion that the bylaws requirement that “a two-thirds (2/3) majority of the entire Board of Directors” is a 2/3 vote with abstentions counted as negative votes, or do you think that there is a possibility that a member of the assembly could argue that a 5 for 7 against vote is 71% and therefore no error was committed to begin with?

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Oops. I edited the thing incorrectly. It is a 5 out of 7 vote and not 5 out of 11. Apologies.

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Abstensions are never counted as negative votes, since they are not votes.  Furthermore, negative votes cannot be cast in an election. The only way to vote against a candidate is to vote for another candidate

However, when a 2/3 vote of the entire board is the vote threshold, the number of votes required to elect becomes a fixed number, independent of the number present and voting, so abstentions (and negative votes) have the same effect by not adding to that number

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3 hours ago, Godelfan said:

Back up a second.  Some of us are still trying to figure out what a 2/3 majority is, let alone of what...

 

Oh, I don't think it helps to make believe there is any doubt about this.

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