Jan Cunningham

Hi there! I hope you can help me with these two questions. (1) It is my understanding that unless an organization's Bylaws state otherwise, there is nothing in Robert's Rules that prohibit someone from being nominated during elections in absentia. My Q: Is there anything in RONR that explicitly permits it? (That would be easier to explain to others) (NOTE: I have found references that can be extrapolated, such as page 444: "An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election.") (2) Our Board of Directors is proposing an Amendment to our Bylaws that would explicitly permit nominations in absentia -- but ONLY for sitting Board Members seeking re-election, and not for Members seeking election for the first time. My initial reaction is that this is not fair, and would not be legally defensible. My Q: Is there anything in RONR that would speak to this? Thanks for your time.

This is great information -- thank you for your time and for sharing your expertise. The Board of Directors meet monthly, and luckily, the Bylaws allow for the Board of Directors to fill vacancies at monthly Board Meetings (rather than waiting for a Membership meeting). We will get the resignation from the departed mid-term volunteer, and will redo the election for the Member-at-Large positions since they were invalid. One more question... For the Minutes to the AGM where we held the elections, how do we write that up? Do we record what was done, and then include a notation in brackets that explains the elections for the Member-at-Large positions were later determined to be invalid? What would you recommend?

Regarding this statement: "If I understand you correctly, your members-at-large serve overlapping two-year terms, and at this year's annual meeting, you somehow held an election for the terms that were filled one year ago, instead of those filled two years ago." ... you are correct. Regarding this question: "(2) How do your bylaws define the term of office for the members-at-large? Please post the exact language, not a paraphrase" .... I have copied & pasted from the bylaws: "The Business of the Association shall be managed by the Board of Directors duly elected for a two-year term from the membership of the Association and shall consist of not less than 5 or more than 20 directors. Director positions are listed below. Even Years Odd years President Vice President Treasurer Secretary Indoor Coordinator, Adult Online Program / Membership Coordinator Allocations Coordinator Indoor Coordinator, Child and Youth Communication Coordinator Rink Coordinator Kinder Soccer Coordinator Youth Soccer Coordinator Indoor Coordinator, Daytime Member at Large (4) positions 1,3,5,7 Member at Large (3) positions 2,4,6 Regarding your question: "(1) Did anyone who was elected last year not run for re-election? I know you said "that everyone who sought a position ... was either elected or re-elected," but did any of the incumbents not seek re-election?" ... unfortunately, I think the answer is "yes." I will double-check my records, but i think there was a Board Member who had not been attending meetings and had wanted to leave their position, but instead of them resigning mid-term, we thought they expired. Ironically, I think we started numbering the M-A-L positions because of similar mix-ups in the past -- I think we figured that if the M-A-L positions were numbered, then at least the incumbents would remember their #'s and catch any errors! 🙂

An error in the election at the last AGM was just discovered... Board Member terms are 2 years long, and each year, half of the Board Members' terms expire at the AGM (and therefore half of the positions are up for election in any given year). There are several Member-at-Large positions, named "Member-at-Large 1", "Member-at-Large 2", etc. Recently, it was discovered that the wrong Member-at-Large positions were declared open for election at the last AGM. The good news is that everyone who sought a position as a Member-at-Large was either elected or re-elected, so the bodies at the Board Meetings are the correct bodies. However, they are out of sync with the length of their terms. (I can imagine at this point you are wondering "HOW ON EARTH does this happen?!?" This is a small non-profit, 100% volunteer-powered, and unfortunately there is not a lot of expertise in governance matters on the Board. But we are working on it! Thanks a lot for your help!) How (and when) do we fix this?

Thanks! That helps.

Hi there! I am wondering if there is an easy way to correct a minor mistake in Minutes that have already been approved -- e.g. a spelling mistake of a person, place or thing. I see on page 475 of RROR that for an "error or material omission," the group can do a motion to "Amend Something Previously Adopted" -- but is any differentiation permitted between "material" mistakes and "minor" typos ? On one hand, doing a motion sounds easy, but because the Minutes are from an AGM, that means they have to wait until the next AGM to do the motion to correct the Minutes. Also, under our local Non-profit Corporations Act, such a motion would have to be stated in the Notice for the AGM -- which makes it quite the affair for such a small thing. Is there a way for the Secretary to make the correction in the official copy of the Minutes, and perhaps put a parenthetical reference to this fact? Thanks for your help!