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Everything posted by D_K

  1. The bylaws of an organization provide as follows regarding vacancies in offices other than chairman: "1. Upon a vacancy, the chairman may appoint a proxy who shall perform the duties of the office until the next meeting of the Society as provided below. 2. At the next regular or special meeting of the Society an election shall be held to fill the vacancy. 3. The position shall be filled by majority vote of the Society members who are present at the meeting and that person shall serve the remainder of the term." Terms of office are two years, and regular meetings of the Society are held twice per year. Written notice of the meetings (by email, which is authorized) are provided two weeks in advance. A regular meeting is scheduled for this Saturday. An officer died a little over two weeks ago. In the meeting notice, nothing was said regarding holding an election to fill the vacancy. On page 575 of RONR-11, it says "Unless the bylaws clearly provide otherwise, notice of filing a vacancy in office must always be given to the members of the body that will elect the person to fill it." Question 1: Do the quoted bylaws dispense with notice of an election because they say that an election "shall" be held at the next meeting, or is notice still required because the bylaws do not "clearly provide otherwise"? Question 2: Would notice sent to the members by email today be valid for an election held in four days?
  2. The bylaws of the organization provide that officers serve a term of "two years or until their successors have been elected." The bylaws further provide that elections are held at an organizational meeting that "shall be held in January of each odd numbered year." All meetings are held at the call of the president. The president failed to call the meeting in January and scheduled it for a date in February. A few members of the group are grousing about the fact that the bylaws say the elections "shall" be held in January. They have argued that "shall" means "must" and is mandatory, and thus elections cannot be held in any other month and the election in February will be invalid. To me this in an absurd result that is to be avoided under the principles of interpretation (RONR pg. 570-71). Is there anything else in RONR that I can point to that will support my argument that an election held in February is valid?
  3. D_K

    Election Held Late

    Thank you. Is there any page in RONR I can cite to for support of that argument? I'd like to be prepared.
  4. 1. Unless having the correct "annual meeting information" is required by your bylaws, I think it's appropriate to correct the year because it doesn't affect the substance of the proposal. 2. You have to follow your bylaws regarding the number of owner signatures required to propose an amendment. If five are required and the amendment was submitted with none, then it's not a valid proposal. 3. The only way to reduce the voting requirement on a bylaw amendment is to amend the bylaws using the current process.
  5. D_K

    Election with no majority

    My guess is that the organization took a yes-no vote on whether to elect the sole nominee, instead of declaring the nominee elected by acclamation like they should have (assuming of course that there is no rule in the bylaws requiring a ballot).
  6. The bylaws of a political party provide as follows: "Any vacancy occurring in the offices of [list of officers] shall be filled by an election held at the next regular or special meeting of the County Central Committee." In another section the bylaws state "The County Executive Board conducts party business between regular meetings of the County Central Committee." A county executive board has held a meeting to fill a vacancy. I believe that bylaw language quoted above does not allow them to do so, and only a meeting of the county central committee can fill a vacancy. Does anything in RONR support an argument to the contrary?
  7. If your HOA is subject to open records laws or open meetings laws (a/k/a sunshine laws), you should consult with an attorney about whether they apply to correspondence among board members or committee members.
  8. As stated above, it is up to your organization to interpret its bylaws. And jstackpo has laid out the many good reasons for not having the IPP serve on the board. However, I don't see any ambiguity in the portion of the bylaws you provided. Mary is now the IPP, but she does not serve on the board because she became the IPP by resigning. Tom does not continue to serve on the board because he is no longer the IPP. While Bob is president, the board will be one person smaller. Bob's reelection does not change that because he is not yet a past president.
  9. D_K


    If the bylaws don't require approval of the nomination by the nominee, are you saying that the answer to the original question is no and that an election is required because 8 nominations were made?
  10. D_K


    No, you don't need to revote on past issues. The approval of your minutes has no bearing on the validity of the prior action. If the organization knows what occurred at the last meeting, it should write that down into a set of minutes that can be adopted. Your situation illustrates why RONR says that if you meet less than quarterly you should authorize a board or committee to approve your minutes. Don't wait an entire year.
  11. The resignation was placed before the assembly, so it cannot be withdrawn. However, running for the office that one recently resigned from is not the same as withdrawing or rescinding the resignation. It may be odd, but the new election is a brand new question for the assembly. The assembly gets to choose its officers, and if they want to pick the person who recently quit, that is their prerogative. Ultimately, there is no way to prevent the nomination or election of a person without disciplinary proceedings unless your bylaws say otherwise.
  12. The bylaws of an organization read as follows: "The Credentials Committee shall convene prior to the state convention. They shall pass on all credentials of delegates and elected representatives to the state convention. At noon each full day of the convention, a bulletin, including the name and official capacity of each approved delegate, shall be posted in a conspicuous place in the convention hall." The bylaws also provide that RONR govern the organization. So would the convention still approve the credentials report per RONR pg 615-616, or do the bylaws place all credential questions exclusively in the hands of the committee?
  13. This depends on the wording of your bylaws regarding the length of terms. If there is language that the terms last for a certain period of time and something to the effect of "or until a successor is elected," then the chairman is still in office until the next one is chosen. However, if your bylaws just say that the term is until the end of the year without any other qualifications, then the chairman stopped being chairman at the end of the year and has no authority to preside at a meeting. In that case, if the treasurer is the next officer in line, then that person presides until the new chairman is elected.
  14. Would such a provision prevent the adoption of a complete revision of the bylaws that does not include that provision?
  15. Josh, What if this organization wants to avoid the heightened vote requirement for ASPA? Would adopting their calendar "with flexibility" allow them to modify it at any time with a majority vote?
  16. Thank you for the responses. I appreciate the guidance. Roger, the bylaws do not say anything about who shall be recognized as delegates. Regarding membership in the state assembly, it says "The [state assembly] shall consist of the [local officers] from each [local unit] and the [state officers]." After elections, the local unit sends to the state secretary a form with the names of the officers elected. In this case, each group from the same local unit submitted a form. The local units do not have separate bylaws. The state bylaws govern the operation of local units, including provisions for calling a meeting and notice. Rev Ed, the local units are geographically based, so the members may live in the area but not organize the local unit. If local leadership gets burned out and no one else steps up, some units may go a few years without meeting or holding elections. Because they don't have their own bylaws, they would not be able to agree to a new set.
  17. The state assembly of an organization meets twice per year. Its members are the state officers and certain officers from each local organization. One local organization had been inactive for a few years. Now two groups of members in that local organization have held meetings to elect local officers. It appears that one group followed the state bylaws regarding notice of local meetings and one group didn't. The state leadership intends to recognize the officers elected by the group that followed the bylaws, but the rival officers may appear at an upcoming state meeting and claim they are the rightful members of the state assembly. They may have a few officers from other local organizations that will support them. The state assembly does not adopt a credentials report at the start of its meetings. The state secretary just does a roll call of the local officers she is aware of. When preparing that roll, does the state secretary have the authority to include the slate of officers that purportedly followed the bylaws while knowing that a competing slate exists? And is it in order for a member of the state assembly to make a motion to seat the competing slate instead? And if so, are the local officers included in the roll allowed to participate in debate and vote on that motion? Any other general advice on handling the situation would also be appreciated. Thank you.
  18. Assume the following: 1. All vacancies in the organization are filled by the BOD. 2. Certain members of the BOD have fixed terms that end on a certain calendar day with no carryover if no one is elected to replace them. There is no language regarding "or until a successor is elected." 3. These certain board members are elected by the membership by a balloting procedure that does not occur during a meeting. Interested candidates must submit an application by a certain date. If no one submits an application for these seats, the bylaws say that no election is held and the position will be filled by the normal process for filling a vacancy. 4. In the bylaw section on filling vacancies, it says that "Any vacancy occurring in an office shall be filled by an election at the next regular or special meeting of the board." When no one submits an application for these spots, some members of the board argue that the board cannot fill the vacancy until the new term begins because the vacancy does not exist until then. Others argue that after the application deadline passes with no applicants, all of the events necessary to create the vacancy have occurred, so they can hold the election before the term begins. Does Robert's shed any light on the issue of when the board can fill this type of vacancy, or is this just a matter of bylaw interpretation?
  19. I am the chair of the credentials committee at an upcoming state convention. Some local units are holding special meetings to fill vacancies in their delegation (we don't have alternates). Special meetings are authorized. I am receiving information that some local units are not giving proper notice of these meetings. One unit gave notice less than the five days required by the bylaws and another published the notice in the local paper instead of mailing it out. The bylaws require that the local unit certify the results of the election to the state organization, which is then used to issue credentials. If no one at the local level objects to the lack of timely notice, does a person have grounds at the convention to challenge the delegates elected at the meeting (which is a real possibility)? I understand that business conducted at a meeting without proper notice is null and void, but does the credentials committee have authority to declare the elections void? Or is the proper recourse to tell a complaining party that he or she has to raise a point of order at the next meeting of the local unit, which means the elections will stand for the convention? The convention starts next week, so there won't be time for any other local meetings before then. The convention as a whole will have the ultimate say on who it seats, so I'm just trying to get a handle on the procedure at the committee level. Thank you.
  20. D_K

    Credentials issues

    Thank you. That's the position I was leaning towards adopting, but wasn't sure of. However, I could still be persuaded otherwise if others have compelling arguments. A few points of clarification: 1. Local units don't have bylaws. The state bylaws govern the operation of both the state organization and the local units. 2. The only mention in the bylaws of the credentials committee is that it is to be appointed by the state president prior to the convention. And I have also now heard from reputable sources that the certification sent in by another local unit likely was just filled out by the local chairman without any meeting at all. Would this fall under the same category as the issues I mentioned above, or is this of a different kind?
  21. The bylaws of a state political party say that each county party is to hold an organizational meeting every January of odd numbered years to elect officers. Officers hold office for two years or until successors are elected. If a county party did not hold this meeting or any other meeting since then, would the officer elections be considered incomplete? I reviewed page 444 of RONR, but it does not appear to apply directly because it refers to societies that meet at least quarterly, and we are well beyond that here.
  22. D_K

    Biennial meeting not held

    J.J., I agree that the officers last elected remain in office as stated on pp. 573-574. Do you agree that an election can be held at anytime, provided proper notice is given? Edgar, I should have used biennial.
  23. Under RONR, voting by email is not allowed unless it is specifically authorized in your constitution.
  24. Our organization will be considering a revision to its bylaws. The proposal will be considered by sections pursuant to Section 28 of RONR. If an amendment is proposed to one of the sections that includes some minor changes to other sections, should it be deferred to the end, regardless of how minor the changes to the other sections are? In other words, must an amendment apply only to the section under consideration?
  25. If "questions to the author" is a time when members ask questions of the "author" of the pending motion before general debate is allowed, you are using a procedure that is not outlined in RONR. So you should look to your rules to see if this is addressed. If your rules don't actually address this, I see no reason why the previous question could not be ordered.