Gary Novosielski

Ordinarily, resolutions (i.e., motions) must not be in conflict with the objectives of the organization as stated in the bylaws, and conform to any other restrictions explicitly placed in the bylaws. I don't think you can restrict the subject matter more tightly than that with a "policy".

I believe (and I think Kim does too) that the appointee would serve until the Annual Meeting, at which point he might or might be nominated to be on the ballot for election. Whoever wins election to that seat would serve only for the remaining unexpired portion (if any) of the original term. If there is no unexpired portion, the election would proceed normally, as the partial term is now ended. (The above opinion is based on your representation of what your bylaws say, which, as a non-member, I have no right to interpret in the first place.) If you have staggered terms, and one of the director seats is for a partial term it will be necessary to determine at election time who is elected to the full terms, and who is elected to the partial term. I hope your bylaws have some way of deciding that. If they don't then I think it would be necessary to consider that the partial term is not identical with however many full terms are being elected. As such it would have to be treated as if it were a different office, and voted on separately on the ballot. It might well be that the person appointed to the partial term would rather seek election to one of the full terms, or not seek election at all.

Only if this motion was in the nature of a bylaws amendment, and was passed in compliance with the rules contained in the bylaws for their own amendment, including prior notice requirement and vote threshold, to name two possibilities.

Those are interestng (if muddying) questions, and it's true that we don't know if the VP is VP of the board. If not, that would affect who may preside at the next meeting, but it would not change the fact that the president can't unilaterally authorize someone in advance.

This is not dissimilar to running for public office as an independent candidate, sometimes called "Nomination by Petition". There are all sorts of requirements for getting on the ballot, depending on the state, and hoops to jump through like number petition signatures, etc. But failing to meet the requirements for "nomination", while it means you won't be on the ballot, doesn't preclude winning through write-ins. Or losing through write-ins--don't ask me how I know that.

And what of the language "a majority is necessary to elect", which apparently applies to all candidates.

By that logic I am within my rights to ask whomsoever I please to go to your house next week for dinner. Hey, I have the right to ask, no?

The management staff apparently has no clue. If they are making this remarkable assertion, ask to see the rule in writing. The primary duty of a vice president is to preside in the absence of the president.

I still fail to see how #2 is possible if the candidate did not receive a majority, and the byaws say that a majority is required to elect. I also fail to see how the chair can declare the candidate elected by acclamation when the bylaws say a ballot is required. I don't think we can blame RONR for requiring a second ballot, when all RONR is saying is that the bylaws must be obeyed, and that such rules are not suspendible.

I was responding to the scenario in this post where two members are elected to full terms, but the lone remaining candidate failed to get a majority, and so was not elected to the partial term. Mr. W. wondered if the chair could declare him elected by acclamation since he was the only remaining candidate. My position is that even though he is now the only candidate, the fact that he is seeking a partial term requires another ballot vote, according to the clear language in the bylaws, which provide that whenever there are partial terms to be filled a ballot is required. So acclamation is not an option. That's all I'm saying.

I'm not sure he's not in the job. We're told he was elected, and presumably did not decline immediately. By RONR's rules he's immediately in office. If the OP has superior rules I'm not aware of them. But a resignation is a request to be excused from a duty, and i'm not sure there's a substantive difference in the nature of the request whether the person has assumed office yet or not. What he's done is to declare that he's not eligible to hold the office. If he had made that statement before the election, then any votes for him should be treated as illegal votes, since he is not eligible. But he did not announce his unwillingness to qualify until after his election. For all we know he was willing up until that moment, so we have to treat it as someone who was eligible but became ineligible at a later time. Ordinarily he would do the right thing and resign, but in any case he can't continue in a job which the bylaws say he may not hold.

That was the essentially the way we used to do things, scheduling the executive session at the end of the public meeting. But as a matter of form, we still adopted a motion to come out of executive session (which would be recorded in the exec minutes), then opened the door to the conference room to see if anyone was still waiting in the large meeting room, and immediately adjourn (which action would be recorded in the open minutes.)

I was about to say that it would be best to leave out the voting part, but then I recalled that the NJ Sunshine Laws, which which I'm familiar, in addition to stating what sort of business is to be discussed, also require a statement on whether action may be taken in executive session or not. Even then, there is no reason to state that action definitely will be taken. While in executive session, no business other than that mentioned in the motion could be discussed, and no action taken unless notice was given in the motion. There were such severe restrictions on what votes could be taken in secret that I never saw it happen in fifteen years.

I agree completely with them on the reason for the ballot vote requirement. But the language in RONR is crystal clear, and so is the language in the bylaws. Full terms can be won by acclamation, partial terms require a ballot. Yes, if the bylaws were more finely crafted, this ballot could be avoided, but I don't see how their current language can be interpreted any other way than the ink on the page allows. RONR does not say: This rule is not suspendible even by a unanimous vote unless you can get two top-notch parliamentarians, (or a dozen, or a hundred, or a majority of the entire membership of the NAP) to say that observing the spirit of the bylaws is all that is required.

The bylaws require a ballot vote, and the rule is not suspendible. The chair cannot declare the person filling the partial term elected by acclamation. If two people are elected to full terms, and the third candidate gets less than a majority,then another ballot must be held, for the simple reason that this is an election for a partial term. The bylaws say We can sit here all day and agree with each other about the purpose for this rule, arguably that it is only to decide who gets the shorter term. But even if we were members and voted unanimously that this was the case, it makes no difference. The bylaws require a ballot vote in this instance, and that rule cannot be suspended.

It might be inconvenient, but i don't think it's treasonous. :-)

Except that according to Sunshine Laws that restrict the use of executive session to certain types of business, they usually require that the motion to go into exec includes the nature of the business to be discussed.

It sounds like you are describing as situation where the members of a board (usually not called a committee) are elected by the general membership, and then the board elects its own officers from among its members. If that's the way your bylaws say to do it, then that's how to do it. But you'll need to check. Also, if your bylaws do not mention nominations, why are you designing some sort of form? You can't require anyone to use it if the bylaws default to nominations from the floor.

Well the OP knew that the board, by resolution, could change the dues, so I have no reason to doubt that this was a meeting of the appropriate body. But to be clear, my comment on procedure was limited to the fact that motions can be made, pertinent to a report, while the report is being received, and to the untimeliness (at the very least) of a point of order to the contrary.

Nothing I said was intended to imply that assistant officers (your term) were actually officers, so I don't believe the quoted language is applicable. I see no prohibition in RONR for appointing one or more individuals of non-officer status whose task it is to assist the secretary in the performance of the duties of the office. The same goes for assistant treasurers, bookkeepers, membership clerks. facilities managers, and the like.

I agree that RONR may be of less help on this question than it might otherwise be because of the public nature of this public school board. For one thing, there is no "assembly" as such, except for the voters in the district, and no Annual General Meeting except on election day. I served on such a board for many years and presided for a couple. State law granted substantial leeway to the board as far as waiving policies, but best practices and good counsel gave us to understand the wisdom of the statement "The best time to amend policy is before you have to." State law also mandated that policy amendment, rescission and creation were all subject to a majority vote, and in some specific instances, a majority of the entire board. I have no direct knowledge on the question of waiving previous notice, since we never attempted it, but there were regulations allowing "emergency" action (with appropriate definitions of emergency) with a 4/5 vote. There were also sharp restrictions on what specific types of business could be conducted in executive session. None of this should be relied upon as advice for your board. I present this information only to show the extent to which your state rules may vary from the rules in RONR, and to emphasize the need to thoroughly investigate the applicable laws that pertain to your board. If you do find evidence that the board has violated the Sunshine Laws or Open Records laws or ethics regulations, you will probably also discover methods that citizens can use to file complaints and seek redress.

I don't disagree. I may have been presuming that the executive board's removal of the president was unauthorized (presumptively true), and that the national organization was presumptuous enough to point that out, and put matters right. But I can't argue that knowing who actually had what power, when, would be valuable knowledge.

You can have an assistant secretary, probably even without amending the bylaws, but you can't have the assistant secretary be an officer without amending the bylaws.

You followed proper procedure perfectly. And even if the president was correct that it should have been handled under new business, since nobody (including the president) raised a point of order at the time, it's water under the bridge now.

Of course.