Niki Lynn

Thank you!

On 4/27/2022 at 9:17 AM, George Mervosh said:

It needs to be accepted by the assembly.  Once the chair states the question on the motion to accept it, it may not be withdrawn unilaterally.  But the FAQ says this.

So, technically, they have until the assembly reconvenes to withdraw any stated resignations–written or verbal–then, right?

On 4/27/2022 at 9:05 AM, George Mervosh said:

Accepting them needs to be the common practice.   Unless you have some additional facts to add, it would be my opinion she is still the Secretary.

One thing I forgot to mention is that she sent a message to never be contacted again-by text, phone or email. By law, no "Your resignation has been accepted" correspondence could have bee sent to her because of this request on her part. In this case, how then would it have ever been formally accepted?

Thank you.

Thanks, George. I have read that before and I don't think it addresses this situation because once she verbally quit, she only reappeared over a week later after hearing that the President (who received her resignation) left the organization. She reappeared as if nothing happened and has regained her position (which now, arguably, is also the role of President until another can be elected, since that office is now open).

Also notable: it is not common practice for this group to formally "Accept" resignations once given.

If the resignation was verbal and never "Accepted" in writing, does that count as an official resignation just by receipt or not (the bylaws state resignation must be given in writing to the secretary, but it is the secretary who verbally resigned and now wants her position back)?

I have a spin-off question: if the resignation was verbal and never "Accepted" in writing, does that count as an official resignation or not (the bylaws state resignation must be given in writing to the secretary, but it is the secretary who verbally resigned and now wants her position back)? I can start a separate thread if preferred.

On 3/1/2022 at 2:27 PM, Josh Martin said:

Based upon the additional facts presented (that the bylaws were adopted by the membership), the solution I discussed in that response is no longer an option.

im saved by the bell! thanks

On 3/1/2022 at 2:24 PM, Niki Lynn said:

can you explain why 5 instead of 4? thanks!  EDIT: sorry, nm, i didn't think that through before i responded. i get it! thanks //content.invisioncic.com/r127373/emoticons/default_smile.png

 

On 3/1/2022 at 2:24 PM, Niki Lynn said:

can you explain why 5 instead of 4? thanks!

On 3/1/2022 at 10:42 AM, Atul Kapur said:

Assuming all six members vote, five (5) votes in the affirmative would be required to achieve a 3/4 vote.

Otherwise, I agree with Mr. Martin.

can you explain why 5 instead of 4? thanks!

On 3/1/2022 at 2:21 PM, Richard Brown said:

So is that correct to say, then, that the bylaws were actually adopted by the general membership, not by the board?

unfortunately, yes. 

On 3/1/2022 at 2:16 PM, Josh Martin said:

Mr. Mervosh raises an important question. If the board sets its own quorum requirement (that is, the bylaws are adopted by the board), then RONR does in fact provide an "out" for the unfortunate circumstance where the quorum is higher than the entire membership of the assembly. An assembly may suspend the rules requiring the presence of a quorum if the entire membership of the assembly is present, but only if the assembly has the authority to set its own quorum. If the bylaws are instead adopted and amended by the general membership of the society, for instance, then this will not be an option.

"For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.

An elected or appointed body that lacks the authority to determine its own quorum may not suspend the quorum requirement, even if all members are present." RONR (12th ed.) 25:10, 25:10n8

Failing that, if the society is incorporated, it may well be there is an "out" for this circumstance in applicable law. So that would be another thing to check.

my brain just went to mush reading this. joking, but kinda not–i suffered a concussion last week and dangit i cannot process this right now. thank you for the info but i may not be able to respond right away!

On 3/1/2022 at 1:33 PM, George Mervosh said:

Does this board have the authority to determine its own quorum requirement? Who adopted the bylaws that set it?

The bylaws would have to be edited since they currently dictate that the board's quorum is 6. the bylaws were authored by an outdated board, and adopted by the membership years ago.

On 3/1/2022 at 1:20 PM, Richard Brown said:

@Niki Lynnas a practical matter, is the organization able to appoint or elect at least three additional board members so that you can satisfy the quorum requirement in your bylaws?

Yes, appointments are an option, but literally no one will accept the appointments for various reasons. It's a catch-22.

On 3/1/2022 at 10:00 AM, Josh Martin said:

A quorum is required in order for the board to conduct any business. So in order for the organization to dissolve, based upon the facts you have provided, the board will need to have at least six members, at least six of them will need to be present at a meeting, and at least three-fourths of the board members present and voting will need to vote in the affirmative for the motion to be adopted. Assuming all six members vote, that would mean four votes in the affirmative would be required.

In the event the organization does not dissolve, it may be wise to change the quorum for the board to avoid a situation where the board is unable to obtain a quorum arising in the future.

That's very helpful. I could not agree more with your final statement. Even if we do not dissolve, we need to completely redo the Bylaws, as the original authors used apparently no wisdom at all and have caused us (mostly ME) quite a few headaches. Thank you!

Not currently at this crossroads, but I'd like to consider all possibilities re: a group with a lack of interest in filling leadership roles because we are getting close to the fork in the road. Thinking ahead, dissolution might be in order, but the Bylaws state two clauses which have me wondering which of these two would prevail.

"Section 6.03. A quorum shall consist of six (6) or more members of the Board of Directors."

"Section 12.01. This Association may only be dissolved by a three-fourths (3/4) vote of the Board of Directors."

Currently, there are 10 board positions and 7 vacancies; only 3 members sit on the board. If dissolution is proposed, must we go by "quorum=6 or more members" meaning we would actually need to appoint 3 more members for the sole purpose of voting to dissolve; does it mean that 7 members need to be appointed to have a full board in order to proceed with a vote in which 6 of them (three-fourths) need to vote affirmatively, or does it mean that all 3 of the 3 sitting members need to vote affirmatively to dissolve for it to pass (three-fourths of 3 is greater than 2, so the third is necessary to meet the minimum)? Or something entirely different?

On 1/31/2022 at 3:09 PM, Weldon Merritt said:

Rather than continuing to try to find ways around the clear RONR requirement, your organization would be better off complying with the requirement for the coming election, and then amending the bylaws before the next election to eliminate the requirement for a ballot vote when thee is only one nominee for a given office. But if you do this, I also would recommend that the prohibition on additional nominations be eliminated, so that the members are not necessarily stuck with the candidates nominated by the NC.

I/We are not trying to find ways around any requirement–I am actually doing the opposite in trying to understand the process better so that it is enforced correctly. I am one of the only ones in the group interested in complying with the requirements, so I am doing my due diligence to ensure that I have a clear understanding so that I don't mislead the group in any way. Thanks for your time.

OK, thanks for expanding. I think the confusion happened because I know and probably didn't clearly enough state that there are no remaining eligible and willing members to serve beyond the current nominees. The 4 members who have accepted nominations are literally the only ones the group could come up with to serve. Our bylaws do state that all nominees have to be vetted by the nominations committee, and they have exhausted our list of members eligible for candidacy, so any of the entries on a ballot would either fall into the "illegal" category or it would just be a repeated name of someone who has been nominated in the past but has not accepted. 

On 1/27/2022 at 5:56 PM, Dan Honemann said:

The language you quoted does not prohibit write-in votes.

Quick Question, Dan (and any others who wish to chime in): If no one else is able to accept nominations at the time of the vote, why would write-ins be allowed at that time? The nominating committee would have to vet that candidate just like an other nominee, so I am not sure what makes that scenario different.

Thanks, everyone!

On 1/27/2022 at 12:55 PM, Bruce Lages said:

Do your bylaws actually require a ballot vote? If they don't, then the one nominee per open position can be declared elected by acclamation, and then you would hold an election for the remaining open positions. But also, importantly, why do you say that write-ins are not allowed? Do you have bylaw language regarding this?  If so, can you quote it exactly?

Yes, our bylaws require a secret ballot vote.

The language that prohibits write-ins is, "No nominations will be accepted after the January general meeting."
The vote is at February general meeting, and the nominating committee submits the list of nominees at the January meeting (which occurred 2 weeks ago).

On 1/27/2022 at 6:28 AM, Josh Martin said:

It is not proper to vote "yes" or "no" in an election. If the bylaws require that there are certain officers, the question before the assembly is not whether to elect someone to the office, it is who to elect. For each office, persons may vote for any eligible person. Those ballots which list a person are counted as a vote, and a member must receive a majority of such votes to be elected. Additionally, for any positions which are unfilled, another round of voting is held. So ultimately, these persons will be elected unless other candidates are found. If there is an eligible nominee for an office, electing "no one" isn't an option.

In addition, since the organization has only managed to obtain nominees to fill less than half of the offices, it would seem prudent for the organization to consider some changes to its bylaws, such as by combining offices to reduce the number of officers and/or removing the prohibition against members holding multiple offices.

It should also be noted that if the bylaws do not require a ballot vote, the assembly should skip the election altogether and the chair can simply declare the nominees elected (although the one person nominated to two offices will have to pick one).

Just to be clear, your bylaws authorize the President to do this?

At the time of the vote, there will only be one eligible person for each office being voted on. So, instead of "yes/no" options, should the voter only see the nominee name on the ballot, and either circle it to express a vote for this nominee, or abstain by not circling it? Writing "abstain" was never encouraged as I recall from past threads, and I am not sure how else one could abstain besides just wadding up the ballot and tossing on the way out the door //content.invisioncic.com/r127373/emoticons/default_smile.png

The organization is in transition right now which explains why several offices remain open, as we will be restructuring next month, and this vote will seat the leaders who will be championing that for the group. The transition will lead to far fewer offices and responsibilities in general.

The bylaws do require a secret ballot vote.

Yes, the bylaws state the President "shall" appoint officers when there is a vacancy.

On 1/27/2022 at 1:16 PM, Josh Martin said:

A ballot can simply be a blank slip of paper. In the event the society prefers to use preprinted ballots, the ballots should include the names of the candidate(s) and a write-in spot. There is no need to include a choice for "Abstain," since a member may abstain on a particular office simply by leaving that section of the ballot blank.

Do the bylaws in fact provide that "No write-ins are allowed"? If so, I suppose the election will really be a formality. If not, write-ins are allowed.

I would also check whether the bylaws require a ballot vote. As has previously been noted, if the bylaws do not require a ballot vote, the chair may simply declare the candidates elected by acclamation if there is only one candidate for each office. If the bylaws do require a ballot vote, it may be prudent to amend the bylaws for the future to provide an exception in the event that there is only one candidate for each office.

Yes, the bylaws do state that no write-ins are allowed. The bylaws also require a secret ballot vote. 

On 1/27/2022 at 12:27 PM, Weldon Merritt said:

No! The ballot needs to list the names of the nominees, and one or more lines for write-ins (depending n the number of offices to be filled), with a box or space next to each name and write-in space. Then the voters choices are: (1) place a mark next to the name(s) of the candidate(s) for whom they wish to vote; write in the name(s) of anyone else for whom they wish to vote, and pace a mark next to each of those lines; or (3) abstain, which they can do either by submitting a blank ballot (no names selected) or by not submitting a ballot at all. "Abstain" need not (and arguably should not) be listed as a choice, as it is meaningless. Members marking "abstain" (if that choice were included on the ballot), members submitting a blank ballot, and members submitting no ballot at all, each have abstained (which simply means to not vote), and are not counted toward the number of votes cast.

There is only one nominee per open position. We use individual ballots per office. No write-ins are allowed. 

On 1/26/2022 at 8:01 PM, Atul Kapur said:

Not quite. Even if all 40 attend, it's a majority of the votes cast that is required to elect.

Say that, for one position, 10 leave that part of the ballot blank. Those are abstentons, leaving 30 valid votes.  16 votes, a majority of the 30 votes cast, are required to elect. And that assumes that a ballot vote is required, even if there is only one nominee.

I totally forgot about this aspect. Thank you for the reminder!