Good afternoon!
I am working on bylaw amendments for a non profit. Under section, "Conduct of Meetings" - "All meetings of the Board of Directors shall be governed by a current edition of Robert's Rules of Order insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of the Corporation, or with State law." The bylaws currently do not specify the "process" for recommending candidates or manner of voting for officer elections. Currently they follow the process outlined in RONR (the governance committee recommends a slate, takes nominations from the floor, then conducts a vote by ballot if there are multiple candidates). The members want to do away with the recommended slate of officers and have members nominate themselves at the meeting before polls open.
Question:
Considering that the bylaws do stipulate that conduct of meetings is governed by RONR, would that mean the entire officer elections should align with RONR? Or may they pick and choose what elements they want to follow?
Many thanks!
Koleen