Angie N

On 5/14/2022 at 4:34 PM, Joshua Katz said:

It would need to be before the election was completed. In general, points of order are timely while the actions objected to are ongoing. In this case, what is objected to is the ballots used for the election; once the election is completed, those are no longer at issue.

If there was no motion to accept the elections report, is it considered complete? 

On 5/14/2022 at 4:40 PM, Richard Brown said:

 I agree with my colleagues. In this case, a port of order would need to have been raised about the improper ballots or instructions at the time of the election. It is too late now.

Ok thank you. Does the elections report have to be accepted for the election to be valid? 

On 5/14/2022 at 3:51 PM, Gary Novosielski said:

It probably could have, if a Point of Order had been raised at the time, but I agree with @Joshua Katzthat if no one had a problem with it at the time, it does not seem to a continuing breach at this point.

I think the issue was more of not knowing what to do not necessarily that no one had a problem

On 5/14/2022 at 3:43 PM, Joshua Katz said:

You are correct.

I believe a point of order on that matter would need to be timely, and is no longer timely.

How is timely defined? Does it have to be in the same meeting or the same day? 

On 5/14/2022 at 2:23 PM, Bruce Lages said:

In most cases a challenge to the results of an election must be raised, via point of order, at or immediately after,the time the election results are announced. However there are certain conditions which would create a continuing breach, for which a point of order can be raised at any time the breach is ongoing. RONR (12th ed.) describes those conditions in detail in Section 46:48-49. One example of such a continuing breach would be the election of a person who does not meet the qualifications for office stipulated in the bylaws. The breach is ongoing as long as that person remains in office.

Thank you for this information. This particular instance the ballot itself was incorrect. It did not allow write ins instead it had a "No" option for candidates. I do recall RONR mentioned that should not be an option for elections. Could this election be considered invalid? 

Hello,

Can an election process be contested after winners are announced and the meeting is over? If so, what steps should be taken? Also if there is a reference in RONR, please let me know.

Thank you!! 

Hello,

Can an election process be contested after winners are announced and the meeting is over? If so, what steps should be taken? Also if there is a reference in RONR, please let me know.

Thank you!! 

On 11/12/2021 at 12:20 PM, Richard Brown said:

Not as such, no.  A "special election" to fill a vacancy is conducted just like any other election. See sections 46:30 - 46:50 regarding elections in general.  Sections 47:57-58 and 56:32 cover vacancies and filling them.

No, the election to fill a vacancy should be conducted as soon as reasonably possible after the vacancy arises.  It can be done at a regular meeting or at a special meeting.

Thank you so much!! I appreciate your help with understanding. 

I do have another question. If the bylaws specify when the elections occur, meaning once a year in September. Does this special election have to also occur in September? Or is this an exception because the circumstance is filling a vacancy

On 11/12/2021 at 9:38 AM, Joshua Katz said:

You are correct. If the board does not fill the vacancy, it is in no position to decide it will remain vacant. The membership (which, I take from your answers, is the electing body) can act to fill the vacancy.

As Mr. Brown said, that can happen at a regular or special meeting, so whether you need to call a special meeting depends on the timing. If the membership, say, meets only annually, it might be a good idea to call one. In my view, the vacancy should be filled as soon as practical. I leave it to your organization, though, to decide if that means when a special meeting can be called, or at the next regular meeting, which depends on many factors.

Thank you! This is helpful. We do meet monthly. 

On 11/12/2021 at 9:30 AM, Richard Brown said:

No, you do not necessarily need to have a special meeting. What you will be having is a special election to fill a vacancy, but the election can take place in a regular meeting or a special meeting. You must give notice of the special election regardless of whether it is part of a regular meeting or a special meeting.

Thank you! Is there a reference in RONR on "special elections"? 

On 11/12/2021 at 9:11 AM, Richard Brown said:

That answer sort of left me hanging, too  

I think what Mr. Katz means is that if the board is the body which is supposed to fill the vacancy and if it fails to do so, the position will remain unfilled. However, it appears that it is your membership, not the board, which is supposed to fill the vacancy.  The board has no authority to fill the vacancy unless the bylaws grant it that authority either directly or indirectly by granting it the authority to conduct the affairs of the organization between membership meetings.

Ok thank you! The bylaws are silent on filling vacancies. I did see in RONR 47:57 about vacancies. I was still trying to get guidance around the process and next steps when the bylaws are silent.  Does a special meeting have to be called for the election? We received a notice that the executive board decided to leave the position vacant until the next election period which is a year from now. That didn't sound right especially since the bylaws do not give executive board authority. 

On 11/12/2021 at 6:32 AM, Joshua Katz said:

By whatever means the position was originally filed, i.e., election by the same body that conducted the original election.

Well, if that body doesn't do its job, then it will remain vacant.

No, but if the board happens to be the body to fill the position and it failed to do so...

Thank you for the reply!  I was trying to understand if the position can be left vacant until the next election, meaning there is no attempt to fill the position before the next election. 

Also the board is part of the body but they do not make up the entire membership.

On 11/12/2021 at 6:32 AM, Joshua Katz said:

No, but if the board happens to be the body to fill the position and it failed to do so...

I don't understand the last part "it failed to do so".....can you clarify?

On 11/11/2021 at 7:51 PM, Angie N said:

Hello,

I have a  couple of questions about elections. If an elected officer resigns, and the bylaws are silent on filling vacancies. How should the position be filled? Also can the position be left vacant until the next election? If so, can the executive board make the decision if they aren't give this authority in the bylaws? 

Thank you! 

 

Also, is there a timeframe in which the position must be filled? 

Hello,

I have a  couple of questions about elections. If an elected officer resigns, and the bylaws are silent on filling vacancies. How should the position be filled? Also can the position be left vacant until the next election? If so, can the executive board make the decision if they aren't give this authority in the bylaws? 

Thank you! 

Hello,

I have a  couple of questions about elections. If an elected officer resigns, and the bylaws are silent on filling vacancies. How should the position be filled? Also can the position be left vacant until the next election? If so, can the executive board make the decision if they aren't give this authority in the bylaws? 

Thank you! 

On 11/11/2021 at 10:02 AM, Dan Honemann said:

If this "bylaw amendment" to which you refer has been adopted it will be necessary to go through the amendment process once again in order to make any change in it. 

Thank you! 

Help please! 

Can a bylaw amendment be updated that doesn't change the meaning by calling a special meeting and adopting a resolution that the secretary be authorized to make such corrections or does notice and vote have to occur in a regular meeting? 

Thank you! 

On 10/13/2021 at 5:35 PM, Joshua Katz said:

I'm not suggesting it be replaced with any language. If I were a member of the organization, I'd want to delete this language. RONR has rules for the suspension of certain rules, as discussed above, and it looks to me like this bylaw language is an attempt to paraphrase those that missed some nuances. So I'd just say nothing and let the rules in RONR apply.

Gotcha! Thank you!

On 10/13/2021 at 2:26 PM, Joshua Katz said:

This looks to me like an attempt to paraphrase RONR that got it wrong in part. I'd suggest deleting it and simply following RONR in this regard, sicne it likely does what the authors wanted anyway.

Mr. Katz,

I don't understand your response. What language are you suggesting it is replaced with? 

My next question is can anyone provide an example on when we should suspend bylaws. I don't think I understand when it's a good idea to do this.

On 10/13/2021 at 1:58 PM, Atul Kapur said:

RONR says that rules within the bylaws cannot be suspended except if they provide for their own suspension (as yours do, so there isn't a conflict) or the rule within the bylaws is in the nature of rules of order. 
RONR (12th ed.) 25:7

What is your rationale for proposing to delete this provision? 

I understand what you saying. I think my confusion was that it was a conflict because we are governed by RONR. But we are also governed by our own rules so I believe I get it now. 

On 10/13/2021 at 1:56 PM, Joshua Katz said:

Then that is the governing language. What does it say?

On 10/13/2021 at 1:50 PM, Angie N said:

Here is that language

(Suspension of Bylaws)

No Bylaws shall be changed except by a vote of one-third of the members voting, a quorum being present. Bylaws relating to business procedure, transaction of business, rules of order and other standing rules not requiring a ballot vote may be suspended.

Hello,

I have a question about suspending bylaws. I read in RONR that we should not suspend bylaws however suspending standing rules is permissable. I am in a non profit organization that does have language about suspension of bylaws by 2/3 vote. We are governed by RONR and the rules of our parent organization. I am considering submitting a bylaw amendment to delete this however I wanted to confirm if this in indeed a conflict. Can anyone provide some insight? 

Thank you!

On 8/24/2021 at 4:26 PM, Atul Kapur said:

Your copy and paste said that a change to the bylaws requires 1/3. Here you say amendments also used to say 1/3 but now say 2/3. I don't understand the diffference between "change" and "amendment"

There are 2 different sections of our Bylaws that I am referring to. What I copied and pasted was a section called "Suspension of Bylaws". There is another section called "Amendment of Bylaws". That also had 1/3 until 3 years as previously mentioned now it is 2/3. I hope this helps address your question.