policies and by laws

[Guest jan dykema]

Our dog club has an upcoming election  our policy manual says unless there is an contested election the exec sec will fulfill the duties of election liaison and select an election agent to send ballots etc.. If contested then another BOD member will fill the liaison position and selects the agent. The BOD appointed a person who is a past president ( two years ago) to fill this position. the Exec sec position is NOT contested.  A person running for office has made an objection but the BOD refuses to change the election liaison. 

[Hieu H. Huynh]

What is your question?

[Guest Who's Coming to Dinner]

If the rules are being violated, it is necessary to raise a point of order at a meeting. If no board member will do it, then perhaps a club member can do it a club meeting.

[Guest Jan Dykema]

I guess I am asking if the BOD can override policy that was created in 2014. In 2015 the Exec Sec was contested.. the President took over .and made this statement "

Over the years, an election process has been put in place.  It is detailed in the BTCA policies and procedure manual.   The Executive Secretary is appointed as Election Agent, unless he/she is in a contested position.  Since the Executive Secretary is being contested, I was appointed as Election Agent.  I am not running for any office and will be coming off the Board in October.

she was outgoing President as per term limits.. This year the Exec Ssec position is not contested but the Exec Sec supposedly "declined" to do the job and the past President was assigned the position even though she no longer holds a BOD position. The current Present says that the by laws do not say the BOD cannot appoint any person they want.. and that the by laws supersede the policy created in 2014. Is this true?  It does not seem that the policy violates the by laws. ( I will mention that the term "agent" is being used incorrectly as the by laws point the agent as being the  CPA firm that tallies the ballot and submits the results and the new term for the person woking with the firm is "election administrator " Here is the section of the by laws the current president is using to state her case:

 

"The Board is following our constitution in this manner. I am pasting below the section of our constitution that pertains to the issue.

 

Section 3 – Elections       

The election of officers, directors, and the Delegate to the American Kennel Club shall be held every other year.  The term of office shall be two years.  The Board of Directors shall designate an election agent to conduct any club elections.   It shall designate a public accounting firm as election agent for the election of officers, directors and the Delegate to the American Kennel Club.

 

We have policies that state how to handle the preparation for the accounting firm. Any changes in this policy has been noted in the BTCA minutes.:

 

The person objecting  is running for office.  She is stating that the BTCA is violating its own policy by selecting an Election Administrator other than our Executive Secretary.

Of course it is not the Constitution but the by laws. Here are the latest minutes that the current President  is referring to:

"4. Directive on Election Agent -

There are different references to an Election Agent in our Constitution ( By Laws) that refer to different entities. A change is needed to correctly distinguish between the Election Administrator and the Election Agent. The Board approved the Election Administrator as XXXXX ( the past president) and she will select a CPA firm to act as Election Agent. "

 

so do the by laws that do not state a parameter of who shall serve a "election administrator' overdue the current policy stated above?

Thank you all so much. very helpful 

 

 

[Guest Jan Dykema]

here is the policy from 2014

"Resolved that in the event  of a contested election we <(the Board of Directors) designate the Secretary as election liaison to secure a firm with cost. If the position of the Executive Secretary is contested then another Board member will be appointed as Election Liaison. Then the Election Liaison will conduct a ballot for approval. Action: Voted unanimously  ( 06/20/2014)"

I realize the language does not refer in the first part to which Secretary as we also have a Corresponding  Secretary but it seems to be clarified in the second sentence. We also have confusing terms of administrator and liaison and no BOD member was appointed when the Exec Sec declined ( can she even do that when it is in her job description?)

THANK YOU 

[Hieu H. Huynh]

I would think that the bylaws would supersede the policies if there is any conflict. Perhaps the bylaws could be amended.

[SaintCad]

Since the rule on appointing the Election Liason/Agent was done via motion, it can be changed as Amending Something Previously Adopted.  Did the latest motion (to replace the Exec Sec) pass with 2/3 vote?  If so they're replaced.

 

As for declining, it would be a Request to be Excused from Duty and yes the secretary can do that as long as it is approved by the BOD (majority vote).  On a pedantic note, if the duty were in the bylaws I think it would need a 2/3 vote.

[Guest Ginny Baxter]

Hi All.  I am a friend of Jan Dykema's and am so happy that she found this forum!  The written policy here in question does not conflict whatsoever with the Club's Bylaws.  The Bylaws only address the role of the Election Agent (the CPA firm).  There is no mention of the Election Administrator/Liaison in the Bylaws.  The minutes at the meeting in which the Board selected a non-Board member to be the Election Administrator/Liaison (instead of the Executive Secretary or other Board member if the Exec Secretary position has been contested as per the Policy) do not mention the policy at all.  It appears that the Board totally forgot about the policy, and this whole issue came up when I realized that the Board's action was not in accordance with its written policy.

My understanding from the comments above is that if the Executive Secretary did not want to perform the duties of the Election Administrator, then the Board should have approved that by a 2/3 vote and then the Board should have amended the policy by a 2/3 vote to allow the Board to pick someone other than the Exec Secretary or other Board member.  Is my understanding correct? If so, is there anything that can be done to correct the situation at this juncture?

Thank you so much for your help!

[Gary Novosielski]

On 8/2/2017 at 11:49 AM, Guest Ginny Baxter said:

Hi All.  I am a friend of Jan Dykema's and am so happy that she found this forum!  The written policy here in question does not conflict whatsoever with the Club's Bylaws.  The Bylaws only address the role of the Election Agent (the CPA firm).  There is no mention of the Election Administrator/Liaison in the Bylaws.  The minutes at the meeting in which the Board selected a non-Board member to be the Election Administrator/Liaison (instead of the Executive Secretary or other Board member if the Exec Secretary position has been contested as per the Policy) do not mention the policy at all.  It appears that the Board totally forgot about the policy, and this whole issue came up when I realized that the Board's action was not in accordance with its written policy.

My understanding from the comments above is that if the Executive Secretary did not want to perform the duties of the Election Administrator, then the Board should have approved that by a 2/3 vote and then the Board should have amended the policy by a 2/3 vote to allow the Board to pick someone other than the Exec Secretary or other Board member.  Is my understanding correct? If so, is there anything that can be done to correct the situation at this juncture?

Thank you so much for your help!

Please enter your new question as a New Topic.

 

[Gary c Tesser]

8 hours ago, Gary Novosielski said:

Please enter your new question as a New Topic.

 

GPN, why do you think that Ginny Baxter's post is anything like a New Topic, rather than a post (bewildering, to me, like most of the discussion in this thread) that applies to the discussion in this thread?

[Virginia Baxter]

I agree.  This is the same issue, the same topic.  I am trying to get confirmation of my understanding of the possible resolution to the issue is.

[Guest Who's Coming to Dinner]

On 8/2/2017 at 8:49 AM, Guest Ginny Baxter said:

My understanding from the comments above is that if the Executive Secretary did not want to perform the duties of the Election Administrator, then the Board should have approved that by a 2/3 vote and then the Board should have amended the policy by a 2/3 vote to allow the Board to pick someone other than the Exec Secretary or other Board member.

That's right. Your policy refers to administrative duties outside of a meeting so it's a standing rule which can be amended or rescinded by a 2/3 vote, or a majority vote with previous notice, or a vote of the majority of the members.

[Virginia Baxter]

Thank you for your reply confirming that I got it right.  Appreciate it very much.

[Gary c Tesser]

I'm still drowning here.  I'm not sure if a policy manual, rather than the bylaws, can dictate how elections are conducted. 

So I'm probably not done.

(But I have been fighting asthma for a couple of weeks, so I'm not sure how much oxygen my brain is getting.)

[Shmuel Gerber]

On 8/7/2017 at 8:06 PM, Gary c Tesser said:

(But I have been fighting asthma for a couple of weeks, so I'm not sure how much oxygen my brain is getting.)

As long as you can still spell asma, you're probably alright.

[Gary Novosielski]

On 8/4/2017 at 7:05 AM, Gary c Tesser said:

GPN, why do you think that Ginny Baxter's post is anything like a New Topic, rather than a post (bewildering, to me, like most of the discussion in this thread) that applies to the discussion in this thread?

Inattention, I suppose.