Electing a President

[dbpc2000]

Our bylaws do not specifically address how the President is elected. He/She is elected by the new board members. ( not the residents.)

Our bylaws do state anything not specifically addressed is governed by Roberts

I am presently VP.

After election the new board meets. Who presides? Do they ask who would like to run for President? How is this handled?

Thanks in advance for any help you can give me.

[Kim Goldsworthy]

Our bylaws do not specifically address how the President is elected.

He/She is elected by the new board members. (not the residents.)

...

I am presently VP.

After election the new board meets.

Who presides?

Do they ask who would like to run for President?

How is this handled?

A chairman pro tem may have to preside if you don't have a pre-arranged presiding officer.

But since YOU are the VICE PRESIDENT, then YOU preside.

So why are you asking your question at all?

***

You might find solace in the default method of convening a meeting where the P and VP are absent.

• the secretary convenes the meeting

• as the first item of business, the secretary (the person call convened the meeting) conducts an election for the chairman pro tem -- nominations, then balloting.

***

In your case, it is parallel:

• VP opens meeting

• VP announces as the first item of business the election of a president

• nominations

• balloting

• announce results

In between, your board might insert a Q&A ("meet the nominees") kind of debate.

[David A Foulkes]

Our bylaws do not specifically address how the President is elected. He/She is elected by the new board members. ( not the residents.)

Our bylaws do state anything not specifically addressed is governed by Roberts

I am presently VP.

After election the new board meets. Who presides? Do they ask who would like to run for President? How is this handled?

Thanks in advance for any help you can give me.

I gather the residents elect the Board, and the Board elects its own officers, correct? You do mention the Pres is elected by the board, so I would assume that's in the bylaws, yes? Anything else in there on the topic?

Bylaws don't necessarily have to address the specifics of electing each office. Typically, they detail what the offices are, and what the term of office is, and if perhaps there is a staggered term in place, and even indicating unambiguously which offices are up for election through the years. Unless this is a new organization, which it may be, I'm suspecting this process has been gone through already a few times. How did that go?

[dbpc2000]

Thanks Kim. I am asking because I wanted confirmation of what I believed should take place which you provided.

The problem is the new board usually meets immediately following the annual meeting and there is a time limit on when we have to leave the meeting hall. There will be only 10-15 minutes, at most, for all this to happen.

The first regular board meeting is the next evening. Can it be adjorned to that meeting so as not to have to rush this most important task?

In the past it has always been done immediately following but we did not have time limitations.

[dbpc2000]

I gather the residents elect the Board, and the Board elects its own officers, correct? You do mention the Pres is elected by the board, so I would assume that's in the bylaws, yes? Anything else in there on the topic?

Bylaws don't necessarily have to address the specifics of electing each office. Typically, they detail what the offices are, and what the term of office is, and if perhaps there is a staggered term in place, and even indicating unambiguously which offices are up for election through the years. Unless this is a new organization, which it may be, I'm suspecting this process has been gone through already a few times. How did that go?

[dbpc2000]

David,

It is correct that the Board elects its own officers.

Bylaws have all you imply - nothing more.

Not a new organization. In the past the Boards did this in private or semi-private as residents would be leaving the annual meeting as the new Board convenes.

The one problem this year is time limits as we have to leave the meeting hall so only have about 15 minutes which doesn't seem to be enough to accomplish election of Pres. plus other positions.

President appoints all other positions ( VP, Treasure, etc. - they are not elected.

Thnaks for your help. It is so very much apopreciated.

[Tim Wynn]

The problem is the new board usually meets immediately following the annual meeting and there is a time limit on when we have to leave the meeting hall. There will be only 10-15 minutes, at most, for all this to happen.

The first regular board meeting is the next evening.

Then, how will you be meeting immediately following the annual meeting? That doesn't sound like a proper meeting.

Can it be adjorned to that meeting so as not to have to rush this most important task?

A meeting can be adjourned to a later time, by use of the motion to Fix the Time to Which to Adjourn, but you cannot adjourn a meeting to another regular meeting, since the regualr meeting already exists.

Anyway, you should transact your business at the first regular meeting, if, as I suspect, this traditional meeting immediately after the annual meeting is not a proper meeting.

In the past it has always been done immediately following but we did not have time limitations.

You should look into how this meeting is established, to determine if it is a legitimate meeting or just a parliamentarily unsound custom.

[dbpc2000]

It has always been done immediately following our annual meeting.

Is it because the meeting is a meeting of a newly elected board that it is not a proper meeting?

Obviously the annual meeting is a proper meeting. But run by the present Board.

I wasn't viewing them as two seperate meetings. Should I be ?

[David A Foulkes]

David,

It is correct that the Board elects its own officers.

.....

.....

By default, in most organizations a board is powerless and in fact does not even exist unless the bylaws define it (directors, officers, terms,etc). The board, and officers, also can do nothing except as the bylaws empower them. This is not to say we haven't heard of many boards running roughshod over the rights of the superior general membership of the organization, but this mostly occurs when the membership is not aware of "the rules" and their authority over the board, or they are too (and I use this term with all due respect) scared.

Along with board powers, the bylaws should also define what/when regular meetings are held, how special meetings (if they're allowed) are called, and other elements that work to keep the powers in check, assuming they want to play by the rules.

It sounds like your bylaws may need a good review, although this forum is not the place for that. But there are methods you can employ to do your best to make sure - or at least give it a shot - everything is kept on the up-and-up.

When is the upcoming annual meeting?

And if you visit my profile and "click to send an email", I have a thought or two I'd be happy to share with offline, so as not to misuse this forum, which is dedicated to RONR and it's application.

[Tim Wynn]

It has always been done immediately following our annual meeting.

Is it because the meeting is a meeting of a newly elected board that it is not a proper meeting?

The board meeting and the annual meeting of the general membership are two different things.

Obviously the annual meeting is a proper meeting. But run by the present Board.

The board shouldn't be running the annual meeting, if it is a meeting of the general membership. That meeting is under the control of the general members, presided over by the president. The board has nothing to do with it.

I wasn't viewing them as two seperate meetings. Should I be ?

Yes, you should, but you can't just have a meeting anytime you want. It needs to be regularly scheduled meeting(usually in the bylaws), or it would have to be a special meeting, which must be authorized in the bylaws and which requires notice. It sounds to me that it's neither of these, so just wait until the first regular meeting of the board. There need be no rush to hold your election -- certainly not such a rush that you do it outside of a legal meeting.

[Josh Martin]

Can it be adjorned to that meeting so as not to have to rush this most important task?

No, but you may postpone the election to that meeting, when the election is pending. The motion to Postpone Definitely requires a majority vote and is debatable. If you don't get to the election or don't finish it prior to adjournment, it will automatically come up under Unfinished Business at the next meeting. So there's no need to panic.

Although if Mr. Foulkes is correct that this isn't a proper meeting anyway that will solve a lot of these problems.

I wasn't viewing them as two seperate meetings. Should I be ?

The board and the general membership are two separate assemblies, so their meetings are indeed separate meetings. Some Bylaws do provide that the board has its first regular meeting immediately following the annual meeting, but this does not appear to be the case in your association, since you say that "the first regular board meeting is the next evening." Special meetings typically require some form of notice, so that is unlikely to be a possibility either.

[dbpc2000]

The board meeting and the annual meeting of the general membership are two different things.

The board shouldn't be running the annual meeting, if it is a meeting of the general membership. That meeting is under the control of the general members, presided over by the president. The board has nothing to do with it.

Yes, you should, but you can't just have a meeting anytime you want. It needs to be regularly scheduled meeting(usually in the bylaws), or it would have to be a special meeting, which must be authorized in the bylaws and which requires notice. It sounds to me that it's neither of these, so just wait until the first regular meeting of the board. There need be no rush to hold your election -- certainly not such a rush that you do it outside of a legal meeting.

[dbpc2000]

Tim,

There is a regularly scheduled Board meeting the next evening. I asked earlier if instead of following the way this HOA usually elects the President if we could adjurn it until the next evening. As VP would I be the one to preside and say this or do the new members get to vote ? if it is not a proper meeting they can't vote so how should it go down ?

[Josh Martin]

I asked earlier if instead of following the way this HOA usually elects the President if we could adjurn it until the next evening. As VP would I be the one to preside and say this or do the new members get to vote ? if it is not a proper meeting they can't vote so how should it go down ?

You should inform the members that the meeting is not proper and that your first real meeting is the following evening. Given the difficulties you have told us about meeting on the night of the annual meeting, I highly doubt anyone will object to this.

I don't see any way of them objecting to it either, unless one of them tries to call the meeting to order on his own, in which case you should immediately raise a Point of Order that the meeting is invalid and then appeal from the decision of the chair if necessary. All members of the board would be entitled to vote on the appeal, since the question being decided is whether the meeting is valid.

If the assembly for some bizarre reason goes through all that and decides the meeting is valid, I suppose you can then go through all the motions of adjourning the meeting and/or postponing the election to the following meeting.

[David A Foulkes]

You should inform the members that the meeting is not proper and that your first real meeting is the following evening. Given the difficulties you have told us about meeting on the night of the annual meeting, I highly doubt anyone will object to this.

I don't see any way of them objecting to it either, unless one of them tries to call the meeting to order on his own, in which case you should immediately raise a Point of Order that the meeting is invalid and then appeal from the decision of the chair if necessary. All members of the board would be entitled to vote on the appeal, since the question being decided is whether the meeting is valid.

If the assembly for some bizarre reason goes through all that and decides the meeting is valid, I suppose you can then go through all the motions of adjourning the meeting and/or postponing the election to the following meeting.

This is something I just have trouble getting a handle on. Let's go forward on the assumption the meeting is invalid ( no bylaw denoting this after-agm "regular" meeting of the board, no properly called special meeting, etc). In a technical sense, this "meeting" can not be called to order, but should the President do so, raising a Point of Order (which frankly I didn't think could be done outside of a meeting anyway), which will no doubt be followed with an Appeal of the decision of the chair, which I'd suspect would be voted down by the rest of the board (since it seems only truthseeker is trying to play by the rules), and now you have a valid meeting? I'm not trying to be argumentative, I'm just fuzzy on the logic here of how an illegal meeting can become legal. Frankly, it makes no sense to me. What's to keep a quorum number of board members gathering at the watering hole and calling a meeting? Even if truthseeker was tending bar and raised a Point of Order, he'll lose in the long run and find himself in the middle of a "valid" meeting?

In any event, the problem truthseeker will face here is in trying to employ the proper corrective procedures (ie "play by the rules") against a board that doesn't play by the rules to begin with. They surely won't see the error of their ways just because truthseeker raises a Point of Order that the meeting is invalid. They think it is anyway. They won't listen to him, and perhaps likely eject him from the meeting. There's a meeting next week for prospective Board member orientation, and they didn't even send him the notice. Point of Order? Appeal? Ummm.... nope.

[/rant]

[breath]....[/breath]

[dbpc2000]

This is something I just have trouble getting a handle on. Let's go forward on the assumption the meeting is invalid ( no bylaw denoting this after-agm "regular" meeting of the board, no properly called special meeting, etc). In a technical sense, this "meeting" can not be called to order, but should the President do so, raising a Point of Order (which frankly I didn't think could be done outside of a meeting anyway), which will no doubt be followed with an Appeal of the decision of the chair, which I'd suspect would be voted down by the rest of the board (since it seems only truthseeker is trying to play by the rules), and now you have a valid meeting? I'm not trying to be argumentative, I'm just fuzzy on the logic here of how an illegal meeting can become legal. Frankly, it makes no sense to me. What's to keep a quorum number of board members gathering at the watering hole and calling a meeting? Even if truthseeker was tending bar and raised a Point of Order, he'll lose in the long run and find himself in the middle of a "valid" meeting?

In any event, the problem truthseeker will face here is in trying to employ the proper corrective procedures (ie "play by the rules") against a board that doesn't play by the rules to begin with. They surely won't see the error of their ways just because truthseeker raises a Point of Order that the meeting is invalid. They think it is anyway. They won't listen to him, and perhaps likely eject him from the meeting. There's a meeting next week for prospective Board member orientation, and they didn't even send him the notice. Point of Order? Appeal? Ummm.... nope.

[/rant]

[breath]....[/breath]

[dbpc2000]

What if I just show up at the Orientation Meeting ? This meeting will probably only be run by the President & Treasurer.

If only 2 out of 5 Board members are there then it is not an improper meeting because there wasn't a quoram of Board members? Correct ?

If I show up then there is a quoram. At this point it then becomes improper????

[Josh Martin]

In a technical sense, this "meeting" can not be called to order, but should the President do so, raising a Point of Order (which frankly I didn't think could be done outside of a meeting anyway), which will no doubt be followed with an Appeal of the decision of the chair, which I'd suspect would be voted down by the rest of the board (since it seems only truthseeker is trying to play by the rules), and now you have a valid meeting?

By no means am I suggesting that the assembly can "make" an invalid meeting valid simply by voting to do so. If the meeting is truly invalid, any actions taken at this meeting will create a continuing breach and be open to challenge via a Point of Order at a later meeting. Additionally, the board members may be subject to disciplinary action. If you have an alternative suggestion for how to handle a meting which is improperly called to order I would be happy to hear it. I see no method of resolving such disputes under parliamentary law except via a Point of Order, ruling of the chair, and possible subsequent Appeal.

But I really think we're getting ahead of ourselves as I see no reason why the board would insist on meeting for ten to fifteen minutes (at most) when it would be much simpler to wait for the regular meeting. The fact that the board members have little respect for the rules doesn't mean they're complete idiots.

What if I just show up at the Orientation Meeting ? This meeting will probably only be run by the President & Treasurer.

If only 2 out of 5 Board members are there then it is not an improper meeting because there wasn't a quoram of Board members? Correct ?

If I show up then there is a quoram. At this point it then becomes improper????

A meeting which is improperly called isn't a meeting in the parliamentary sense whether or not a quorum is present and the assembly cannot properly conduct any business.

On the other hand, there is nothing in RONR which would prevent you and other board members from getting together and chatting after the annual meeting of the general membership, whether or not a quorum is present. It's just not a meeting in the parliamentary sense and you cannot make any decisions in the name of the board.

[dbpc2000]

Thanks for your replies.

You said:

In a technical sense, this "meeting" can not be called to order, but should the President do so, raising a Point of Order (which frankly I didn't think could be done outside of a meeting anyway), which will no doubt be followed with an Appeal of the decision of the chair, which I'd suspect would be voted down by the rest of the board (since it seems only truthseeker is trying to play by the rules), and now you have a valid meeting?

The President presides at the annual meeting. Can he not adjourn the annual meeting, call to order a meeting of the new board, and preside over this meeting?

In the past once the winners of the election are announced the meeting was adjourned & then the new board met and elected their new President and then the new President would assigned the other positions.

What I think the present President will try to do is have control over the meeting of the new Board which I am now learning isn't a proper meeting. Is there a way he could manage to do this without violating any rules? If he does, how can he be stopped?

[hmtcastle]

The President presides at the annual meeting. Can he not adjourn the annual meeting, call to order a meeting of the new board, and preside over this meeting?

Once the annual general membership meeting is adjourned (and it's not just up to the president when to do this), a meeting of the board could take place. BUT this would have to be either a regularly scheduled board meeting (typically defined in the bylaws) or a special ("called") board meeting, following all the rules for calling a special meeting (such as who can call it and how much advance notice is required).

[Trina]

....

What I think the present President will try to do is have control over the meeting of the new Board which I am now learning isn't a proper meeting. Is there a way he could manage to do this without violating any rules? If he does, how can he be stopped?

No, he can't call a meeting (of the board) to order if no such meeting has been properly scheduled or called -- as Mr. Mountcastle explained. If he does it anyway, and the board members go along, all business conducted at the so-called meeting is null and void, and can be challenged by a future point of order (see Mr. Martin's most recent post).

[dbpc2000]

No, he can't call a meeting (of the board) to order if no such meeting has been properly scheduled or called -- as Mr. Mountcastle explained. If he does it anyway, and the board members go along, all business conducted at the so-called meeting is null and void, and can be challenged by a future point of order (see Mr. Martin's most recent post).

In the adgenda for the annual meeting it says :

7:50 ADJOURN

Note: There will be a short Organizational Board Meeting immediately following the Annual Meeting

this gives us less then 10 minutes to elect Pres., appoint officers, etc as the building where it is held closes at 8 PM.

However, this is NOTICE of the meeting, I believe.

[dbpc2000]

Thanks for your replies.

[hmtcastle]

this gives us less then 10 minutes to elect Pres., appoint officers, etc as the building where it is held closes at 8 PM.

Once the meeting is called to order (as required) it can be adjourned to a more convenient time, date, and place. Or you could just have a brief recess and continue the meeting at the tavern across the street.

[dbpc2000]

Once the meeting is called to order (as required) it can be adjourned to a more convenient time, date, and place. Or you could just have a brief recess and continue the meeting at the tavern across the street.

Wouldn't that have to be noticed in advance if we went to another location right after the annual meeting ? So members (residents) can attend if they wish ?

Is it proper to adjourn and move to another location right then?