General Orders vs. New Business

[Louise]

If there is an item that continues to come up at each meeting (the filling of a vacancy on the board), does it fall under General Orders or New Business at the next meeting?

 

A motion is made to ask Person A to fill the vacancy who declined. At the next meeting, we voted to ask Person B, who also declined. So we'll be moving onto Person C at our next meeting.

 

Since each of these motions is a "new" motion, is this subject "New Business", or - because it's the same issue - should it fall under General Orders?

[George Mervosh]

What I don't understand is your procedure.  Making a motion to ask Person A, then B, then C in subsequent months.  Why not just take nominations at the next meeting and get the job done once and for all?  You might not fill it then, and you may need to try again, but repeating the one name at a time procedure each month sounds awful.

 

You might as well take it up under General Orders since it sounds like a warped postponement each month.

[Rev Ed]

And why not ask the person before you even consider nominating them if they would accept election?  That sounds like the problem here.

[Louise]

What I don't understand is your procedure.  Making a motion to ask Person A, then B, then C in subsequent months.  Why not just take nominations at the next meeting and get the job done once and for all?  You might not fill it then, and you may need to try again, but repeating the one name at a time procedure each month sounds awful.

 

You might as well take it up under General Orders since it sounds like a warped postponement each month.

 

 

Yes, we actually do ask a couple of people each month.

 

I realize I wasn't clear that these are board meetings, not general meetings. The general membership has regular meetings only twice a year. Good point though - our next meeting is coming up next month, so we should add elections to the agenda for that.

 

Or would our bylaws need to allow for mid-season elections in the case of vacancies?

 

And why not ask the person before you even consider nominating them if they would accept election?  That sounds like the problem here.

Yes, we've filled one vacancy that way (except it's by appointment). It's the second one that is causing us grief.

 

...Wait. Do you mean the Board doesn't have to approve *who* to ask at its meetings? (insert light bulb going off over my head here) ...So Board members are free to convince anyone *between* meetings, and the approval - or non-approval - happens when the Board votes on the motion to appoint a specific individual to the Board.

 

Is that accurate?

 

Boy, we've been making extra work for ourselves if it is...

[Josh Martin]

Or would our bylaws need to allow for mid-season elections in the case of vacancies?

 

If your bylaws say the board fills vacancies, then the board fills vacancies. So if that's the case, then yes, your bylaws would need to be amended for the general membership to fill vacancies.

 

...Wait. Do you mean the Board doesn't have to approve *who* to ask at its meetings? (insert light bulb going off over my head here) ...So Board members are free to convince anyone *between* meetings, and the approval - or non-approval - happens when the Board votes on the motion to appoint a specific individual to the Board.

 

Is that accurate?

 

Yes. No rule in RONR prevents the board members from soliciting candidates between meetings. Considering multiple people are turning you down every month, I think that would be a very good idea.

[Louise]

If your bylaws say the board fills vacancies, then the board fills vacancies. So if that's the case, then yes, your bylaws would need to be amended for the general membership to fill vacancies.

 

Okay, so no election at the next general meeting. Good to know in case someone suggests it.

 

Yes. No rule in RONR prevents the board members from soliciting candidates between meetings. Considering multiple people are turning you down every month, I think that would be a very good idea.

 

Ouch! You make us sound so rejected. It's only a couple of people a month, and it's only been two months, so that's four people so far. But if we don't have to "vet" nominations at Board meetings, this is a whole new ball game!

 

Thank you all.

[g40]

Look at your bylaws for the exact procedure for filling vacancies. What is very common (your bylaws will tell you what is required for you) is that, for organizations that have infrequent membership meetings and regular, perhaps monthly, board meetings, that the board fills vacancies on the board until the next membership meeting (when elections are normally held). Sometimes the bylaws say that the board-appointed replacement serves the full term of the person who left, and sometimes, if there is still time on that person's term, the members elect someone for the remainder of the (perhaps 2 or 3 year) term.

 

I am on a Board that fills board vacancies during the year. There is one annual membership meeting and election. When there is a vacancy (or we know one is coming up), the board members (some of whom are officers) will discus a possible replacement. In the years I have been a board member, and having filled many vacancies, we never take formal board action authorizing someone "offering" the position first. Rather, we get the agreement that a person is willing to serve, and then take the actual board action to appoint the person to the board. it sounds like you may be making this more complicated than necessary. Of course, it is always possible that your bylaws might require it to be complicated.

[Louise]

Look at your bylaws for the exact procedure for filling vacancies. What is very common (your bylaws will tell you what is required for you) is that, for organizations that have infrequent membership meetings and regular, perhaps monthly, board meetings, that the board fills vacancies on the board until the next membership meeting (when elections are normally held). Sometimes the bylaws say that the board-appointed replacement serves the full term of the person who left, and sometimes, if there is still time on that person's term, the members elect someone for the remainder of the (perhaps 2 or 3 year) term.

 

Our bylaws are actually quite clear that elections happen at the annual meeting. Period. Otherwise the Board fills any vacancies by appointing eligible candidates. (The really pathetic part is that I *should* have known that; apparently even I don't have the bylaws memorized yet!)

 

I am on a Board that fills board vacancies during the year. There is one annual membership meeting and election. When there is a vacancy (or we know one is coming up), the board members (some of whom are officers) will discus a possible replacement. In the years I have been a board member, and having filled many vacancies, we never take formal board action authorizing someone "offering" the position first. Rather, we get the agreement that a person is willing to serve, and then take the actual board action to appoint the person to the board. it sounds like you may be making this more complicated than necessary. Of course, it is always possible that your bylaws might require it to be complicated.

Yes, we are definitely making it more complicated than necessary. I think perhaps because we are trying to take care (i.e. control) who even gets the opportunity to say "yes". We're busy cleaning up a bunch of messes left from the previous board(s), and would rather not have someone "on board" creating new messes.

 

(Of course, I do wonder how many messes we ourselves are creating that someone else will have to clean up at some point in the future...)

[Shmuel Gerber]

Yes, we are definitely making it more complicated than necessary. I think perhaps because we are trying to take care (i.e. control) who even gets the opportunity to say "yes". We're busy cleaning up a bunch of messes left from the previous board(s), and would rather not have someone "on board" creating new messes.

 

 

Well, you probably wouldn't want to be in the position of having asked someone if she wants the office, only to later inform her that the board actually doesn't want her to have it.

[g40]

Our bylaws are actually quite clear that elections happen at the annual meeting. Period. Otherwise the Board fills any vacancies by appointing eligible candidates. (The really pathetic part is that I *should* have known that; apparently even I don't have the bylaws memorized yet!)

 

Yes, we are definitely making it more complicated than necessary. I think perhaps because we are trying to take care (i.e. control) who even gets the opportunity to say "yes". We're busy cleaning up a bunch of messes left from the previous board(s), and would rather not have someone "on board" creating new messes.

 

(Of course, I do wonder how many messes we ourselves are creating that someone else will have to clean up at some point in the future...)

OK, I understand that elections happen at the annual meeting and the board fills vacancies. One "detail" is whether, when the board fills the vacancy, if it until the end of the term of the vacancy filled OR just until the next annual meeting, when the membership elects someone for the remainder (if any) of the unexpired term of that position.

[g40]

Well, you probably wouldn't want to be in the position of having asked someone if she wants the office, only to later inform her that the board actually doesn't want her to have it.

I agree, but I think it depends on exactly what you ask and how you ask it. One way is to say that the board is filling a vacancy and would they be willing to consider serving, and that you are compiling a list of those willing to serve. There also is not reason that the list of possibly acceptable candidates could not be narrowed down by board members consulting each other between meetings, with the actual decision on filling the vacancy  made at the actual meeting.

[Randyl Kent Plampin]

Greetings:

 

The original posting did not mention the exact set of circumstances that led to the vacancy, although the general tone seems to suggest that it occurred as a result of a resignation that the board accepted. Also, the original posting seems to think that the motion they are dealing with is a "new" one, but they also put the word new within quotes without further explanation.

 

The original question was to which title in the order of business does this motion belong to?

 

Mr. Mervosh suggests "General Orders," but I am having some doubts about that.

 

If my memory serves me correctly, a past discussion touched on vacancies and mentioned a situation in which the vacancy was created as a result of an incomplete election, that is, no person actually resigned but the assembly at election time did not elect anyone to the office and it remained unfilled. The second situation, a vacancy created as a result of a resignation, was contrasted with the first, and the second was either new business or unfinished business depending on whether the motion had been postponed or not, while the first was an unfinished special order. I searched for "unfinished special order" but found nothing.

 

Best regards,
Randyl Kent Plampin

[Dan Honemann]

 I searched for "unfinished special order" but found nothing.

 

Unfinished special orders are referred to (and defined) on pages 356-57.

[Josh Martin]

If my memory serves me correctly, a past discussion touched on vacancies and mentioned a situation in which the vacancy was created as a result of an incomplete election, that is, no person actually resigned but the assembly at election time did not elect anyone to the office and it remained unfilled. The second situation, a vacancy created as a result of a resignation, was contrasted with the first, and the second was either new business or unfinished business depending on whether the motion had been postponed or not, while the first was an unfinished special order. I searched for "unfinished special order" but found nothing.

 

If this is an incomplete election, where to put it on the agenda may not be the only problem. If the general membership elects the board, the general membership would be the assembly to complete the election. Authorization to fill vacancies doesn't generally extend to incomplete elections.

[Shmuel Gerber]

If the general membership elects the board, the general membership would be the assembly to complete the election. Authorization to fill vacancies doesn't generally extend to incomplete elections.

But if the assembly's neglect in completing the election has allowed a vacancy to exist, and if the board has the power to fill vacancies, then I would think the board should generally do its job and fill the vacancy, unless this clearly interferes with the expressed wishes of the assembly. For example, if the assembly has set an adjourned meeting and postponed the election to that meeting, and if filling the vacancy before the adjourned meeting will preclude the assembly from completing the election, then obviously the board should not fill the vacancy.

Of course, it matters exactly what the provisions for filling vacancies are. For example, the U.S. Constitution provides that "The President shall have Power to fill up all Vacancies that may happen during the Recess of the Senate, by granting Commissions which shall expire at the End of their next Session," and some of the federal courts have determined that recent presidents have been doing it wrong.

[The particulars of that argument are probably beyond the scope of this forum, although at least one of the court opinions cites RONR.]

[Josh Martin]

But if the assembly's neglect in completing the election has allowed a vacancy to exist, and if the board has the power to fill vacancies, then I would think the board should generally do its job and fill the vacancy, unless this clearly interferes with the expressed wishes of the assembly. For example, if the assembly has set an adjourned meeting and postponed the election to that meeting, and if filling the vacancy before the adjourned meeting will preclude the assembly from completing the election, then obviously the board should not fill the vacancy.

 

Hm. Might the frequency of the society's meetings also affect this? If a biennial convention adjourns sine die without completing an election, then it seems clear to me that it should be treated as a vacancy. It's somewhat less clear that this should be the case in a local society which meets monthly. Perhaps the quarterly interval rule would come into play here, since that's the maximum length of time for unfinished business to carry over to the next session.

[Shmuel Gerber]

Josh,

I suggest starting a new topic in the Advanced Discussion forum. Feel free to specify the relevant facts and to quote from the last two or three posts of this topic.