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Board of directors annual corporate elections


ler7135

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Our next Corporate meeting will be next month. In the past there were some members elected without commitment and personal agendas who resign without finish their term, with that said the Board of Directors made a policy last year establishing that any board member who resigns without finishing his term and valid cause has to wait 3 years after his term to be nominated again to the Board of directors.

You have any other information regarding this, can anyone give me some inputs

Thanks

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Guest Luis Rodriguez

Who is eligible is codified in our by laws, but regarding resigning without commitment, a policy was done due to the fact that the positions are for 3 years and members are resigning whenever they want without any commitment even without the BOD majority acceptance. Then they want to come back for personal agendas and when they don't have the votes for their motions they resign.

With that said the policy will apply

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Who is eligible is codified in our by laws, but regarding resigning without commitment, a policy was done due to the fact that the positions are for 3 years and members are resigning whenever they want without any commitment even without the BOD majority acceptance. Then they want to come back for personal agendas and when they don't have the votes for their motions they resign.

With that said the policy will apply

 

None of this matters. What is said in post #2 is correct.

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Stop re-electing them.

Exactly!  If the Membership doesn't want someone who had resigned from the Board without a good reason serving on the Board again they simply need to elect someone else.  Also, I question whether the Board even had the authority to adopt that policy in the first place (not that it would be worth the paper it was written on) since it would be tying the Membership's hands as to who they could elect and that authority belongs to the Membership unless the bylaws give it to some other body.

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Our next Corporate meeting will be next month. In the past there were some members elected without commitment and personal agendas who resign without finish their term, with that said the Board of Directors made a policy last year establishing that any board member who resigns without finishing his term and valid cause has to wait 3 years after his term to be nominated again to the Board of directors.

You have any other information regarding this, can anyone give me some inputs

Thanks

 

There are a bunch of things wrong with this.

  • Members have a right to nominate anyone who is eligible to hold office.  Nobody has the right to "be nominated" so how can you take it away?
  • Even if the bad guys could somehow be prevented from being nominated they could simply be written in.
  • It sounds like you want to prevent them from being elected or holding office, yet your proposed policy only speaks of being nominated.
  • If you do want to prevent them from holding office, it will have to be through a bylaws amendment.
  • The "policy" the Board passed last year violated the bylaws, and could subject the board to discipline.  It's also null and void and cannot be enforced.
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If the authority has been given by the members to the BOD, the policy is valid.

The policy can be amended by members recommendations and the needs board approval for next elections.

 

The answer you received in Post #2 will remain correct no matter how many times you disagree with it.

 

Certain rules can only be included in the bylaws, and lower-level policies cannot conflict with the bylaws. A rule providing "that any board member who resigns without finishing his term and valid cause has to wait 3 years after his term to be nominated again to the Board of directors" is a rule concerning who is eligible for office. Therefore, such a rule conflicts with the eligibility requirements in the bylaws, since it is presumed that if certain requirements for eligibility are in the bylaws, there are no other requirements. Neither the board nor the membership may adopt such a rule except by amending the bylaws to include it. The fact that the board is given general authority to adopt policies does not give it the authority to adopt policies which conflict with the bylaws.

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If the authority has been given by the members to the BOD, the policy is valid.

The policy can be amended by members recommendations and the needs board approval for next elections.

 

Since you have no questions, I don't think you should expect any answers.

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As Robert Rules establish, only if the authority and power has been given to the BOD.

The policy is valid

 

The answer you received in Post #2 will remain correct no matter how many times you disagree with it.

 

A general rule granting the board the authority to adopt policies is not sufficient to authorize the board to adopt a policy "that any board member who resigns without finishing his term and valid cause has to wait 3 years after his term to be nominated again to the Board of directors."

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I already check in Robert and appears that the Board has the authority to make the policies if the by laws establish such and delegate it to the Board

Alright, lets try to put it this way.  Yes, generally speaking if the bylaws say the Board can adopt policies then yes they can adopt policies.  Now speaking about this specific situation, a rule changing who is eligible to hold office must be located in the bylaws.  If the Board has the authority to amend the bylaws and choose to amend them to say "that any board member who resigns without finishing his term and valid cause has to wait 3 years after his term to be nominated again to the Board of directors" you won't get any arguments from us.

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I already check in Robert and appears that the Board has the authority to make the policies if the by laws establish such and delegate it to the Board

 

I'm not entirely sure what statement in RONR you're referring to, but you should also be aware of this statement in RONR.

 

"The executive board of an organized society operates under the society's bylaws, the society's parliamentary authority, and any special rules of order or standing rules of the society which may be applicable to it. Such a board may adopt its own special rules of order or standing rules only to the extent that such rules do not conflict with any of the rules of the society listed above." (RONR, 11th ed., pg. 486, lines 17-19)

 

Although, as has been noted several times, you apparently have no intention of listening to anyone else's opinions on this subject. :)

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As Robert Rules establish, only if the authority and power has been given to the BOD.

The policy is valid

Umm, if you were correct, we would be agreeing with you.  A policy which violates fundamental rights of membership is invalid.  Only the bylaws can abridge such rights, and only by following the procedures contained in the bylaws for their own amendment.

 

Repeating incorrect information a dozen times does not make it correct.

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Not so. On the contrary this was a very nice and informative discussion on a very sensitive topic.

Thanks to you all to clarify me on this matter.

 

My apologies for the staleness, I've been thinking on this for the week.

 

What in particular might have changed your (his/ her) mind?

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