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  1. Hi everyone, Our by-laws state that the nomination for Officers will be conducted at an October meeting, the election then conducted and the results read at the December meeting. Due to some financial ambiguity, it doesn't seem like we have the monies to fund both an election and conduct the day-to-day activities of the organization, and it seems like there might have been some issue with the finances that are still being sorted out. A general member made a motion to postpone the election to a later meeting (picked a definite date), in order to get the finances of the organization in order and hopefully the current officers can come to some sort of understanding where a costly election will not be necessary (i.e., everyone running unopposed, which is what has happened in the past). This was seconded and voted on by a majority of members present at the meeting. Now, one of the officers is saying that he doesn't believe that motion was valid. However, according to RR Art V Sec 31, it states that, "A matter that is required by the by-laws to be attended to at a specified time or meeting as the election of officers cannot, in advance, be postponed to another time or meeting, but when that specified time or meeting arrives the assembly may postpone it to an adjourned meeting." So it seems like even though the by-laws say the nominations take place during a certain meeting, RR states that as long as the motion is made at the meeting itself and not beforehand, a motion to postpone is valid. Am I interpreting this correctly? Thanks!
  2. Scenario: A municipal Council of 7 members elected at large by the public for a four year term are required by state law to hold an "organizational" meeting every October to elect the Chair and Vice-Chair for the year. The state law and the Bylaws are both silent on the procedures to be followed for nominations and the election itself. If three of the seven members are nominated for Chair and vote taken results in a 3-2-2 split, several more elections are taken and the result remains 3-2-2 - no candidate has a majority. Even if a Special Rule of Order (RONR 11th p. 441) is adopted to drop the candidate with the lowest number of votes, this still obviously leaves an awkward situation. By adopting such a Special Rule of Order, the next vote would effectively and presumably elect the member who had the three votes due to the fact that the member(s) with the lowest number of votes (two in this case) would be dropped from the ballot. What is a recommended way to manage this slightly awkward circumstance? Thanks in advance.
  3. During the most recent meeting of our organization's "Steering Committee" (a de-facto board), the last item on the agenda was an "executive session". However, when that time came, everyone except for the officers was dismissed. (It should be noted that our Steering Committee has close to 30 members, and only five of them are officers. Most---but not all---of the rest are members of the organization. It's complicated.) Was this a misunderstanding on the officers' part, or on mine? The bylaws (both of the state-level organization and of the local organization) don't mention executive sessions. Can members (of the board) be excluded from a meeting in this fashion?
  4. Guest

    electronic voting

    My golf association is revising our bylaws and the subject of electronic voting came up. The discussion centered around utilizing some kind of technology platform designed for this process only in the annual election of officers. Currently, our nominations committee comes up with a slate (1 candidate per position), then we can take nominations from the floor at our September meeting. Then we have the election at the October meeting. We currently allow absentee voting for the election of officers only. The idea around electronic voting is that we could announce the slate and take nominations from the floor at the September meeting, and then announce a time window for members to cast electronic ballots from wherever they may be. Then simply announce the results at the October meeting or even by posting if we choose to do away with the October meeting altogether. Are there any reasons this would be a good idea? a bad idea?
  5. I'm working on a bylaws revision. One of the items regards the terms of officers. What has traditionally happened is that at the annual convention, the elections for officers are held. The new officers do not take office immediately, but instead take office at the adjournment of that annual convention. Technically, this means that there is a "lame duck" period, but it's usually just for an hour or two. It also means the presiding officer does not change midway through the convention. I am trying to incorporate that custom into the bylaws. What I've tentatively written is this: C. Officers shall be elected at the annual convention and shall take office at the adjournment of that convention. The term of office for all officers shall be from the adjournment of the annual convention at which officers are elected until the adjournment of the following annual convention or until their successors are selected. Elections for officers shall follow the procedure for single-member elections as specified in the Convention Rules. D. Any officer who has been elected or appointed to fill a vacancy for the remainder of a term shall take office immediately, and shall hold that position until the adjournment of the following annual convention or until the officer’s successor is selected. The "or until their successors are selected" is there so that vacancies don't cause a mess (based on RONR's suggestion). I use "selected" because there's both an option for appointing an officer to fill the remainder of a term and an option for a new election to be held. This language makes sense to me, but I could see someone suggesting (perhaps if they strongly dislike one of the current officers) that because the successors have been selected in the middle of the annual convention, that they should take office immediately, despite the other provision regarding the term starting at the adjournment of the annual convention. Am I reading too much into this, or is this a legitimate concern? Is the wording I've proposed adequate?
  6. I recently joined a new volunteer fire department. I have been a member less than a year. I used to be in abother department for 13 years. We have some well detailed but somewhat cumbersome rules. However it appears as our by laws were violated about 6 months ago but nobody raised a point of order at the time. I am wondering if it is too late to do so. We have two types of officers, executive and operational. The executive side runs the organization and the operational side commands at emergencies. There are various requirements for operational officers that increase with rank. It is the job of the executive officers to determine that all nominees for operational office are qualified. In May a member was nominated for lieutenant, the executive board made no objection to the nomination. In June when the elections were about to be held the executive board was asked about qualifications for a different nominee for a different lieutenant position. Their reply was that they had not met with the Chief to get the information they needed and thus they had no way of telling who was or was not qualified. Both of those two nominees were running unopposed so the presiding officer said that there was no point in delaying their election. Both of those nominees were elected, by the secretary casting one ballot. An objection was raised from the floor about another candidate for lieutenant not having one qualification. He was questioned abut this by the presiding officer and it was determined that he could not be nominated for that position. Now it turns out that the first member I wrote about also lacked a qualification for office, although a different one. It also looks like several members and officers on both the executive and operational sides knew about this issue. I was not a voting member at the time so I could not bring it up. Is it too late to bring up this problem, next month which will be 6 months into a 1 year term? I have asked some other members but everyone seems to think that if the membership voted than the election has to stand even though the member was never qualified to run in the first place.
  7. RONR states the assembly is responsible for approving and correcting the minutes. Does the assembly include the VP if the mistake was made in minutes of a board meeting? The only time the board gets the minutes from any meeting is that we hear the reading of the minutes from the last meeting at the next meeting. We have no opportunity to see them or correct them prior to that. If the mistake is an omission of an important motion that was made yet not seconded or voted on... that should be in the minutes right?
  8. Can a person be nominated for a position that they do not hold all the qualifications for, as long as they will meet said qualifications prior to taking office, should they win he election.
  9. I am a municipal clerk working for a large special-purpose agency governed by a small board of elected officials. Our bylaws call for an office of secretary from among our statutorily elected board and they assign to the secretary the usual duties to prepare and maintain records of the board's proceedings, including the minutes, along with other typical secretarial responsibilities. It is a matter of longstanding practice that the secretary signs the minutes of the board upon their approval, which is consistent with RONR sections 47 and 48. However, with the exception of occasionally serving as presider pro tempore, it is not the elected secretary who does any of this work, nor is there an active role in our staffing structure for the secretary directly to coordinate my performance of these duties as a delegate. As we review the board's bylaws for revision, I am unsure of how to reconcile the disparity between the titular office of secretary as a member of a board I serve but on which I do not sit, and the actual performance of the secretary's functions, which are integral to the fabric of the rest of our bylaws. Are there other contributors to this forum with a similar conundrum and how have you dealt with it as pertains to how your bylaws identify the roles of the officers of your board? Thank you.
  10. Can an individual hold more than one office on a board. For example president and secretary?
  11. Guest

    Condo owner

    What is the proper procedure in an election of officers; such as how the incumbent individuals and new prospective officers are listed on the ballot? The Notice to all owners regarding the election of officers? In a recent election in my community there appears to be a misunderstanding of the process. Example: notice states you are entitled to one vote as a unit owner but further states there are three seats open for vote.
  12. I work at a small rural library, run by a Library board, & funded by the city. I am on the "Friends of the Library board" (a separate entity from the "Library Board"). Essentially the Friends group raises funds for & supports some activities of the library. As part of my job description as assistant librarian, I am required to be the Treasurer of the Friends board. Is this not a conflict? Is this even legal? I believe officers are to be elected by the Friends board members, not foisted upon them by the hiring practices of the city & the Library board...? Not to mention, I am not the best person for the job. I am willing to help out, but I believe it is not in our Friends board's best interest for me to be in that office. Not to mention, I am uncomfortable with what appears to be a serious conflict of interest. Please bear with me as I am new to RR. Thanks!
  13. When the club's slate of officers for the upcoming year (as compiled by the nominating committee) is past the deadline for distribution to the membership, does that deem the slate null and void? Our club Bylaws do not specify what the penalty is for a slate not being out to the membership by the deadline.
  14. I am involved with a small (~50 member) 501(c)(6) organization Our Bylaws provide for succession of officers should the President become unable to serve, as well as for the order of officers eligible to represent us at our organization's national conventions. Other than that which is specifically dealt with in our Bylaws, is there an official "ranking of officers" that would apply to a minor issue, such as who would introduce a new President who has moved into the position (according to our bylaws) in the case of a President's resignation?
  15. The default in RONR is that there are no qualifications for officers (RONR, 11th ed, p. 447, l. 16ff). But many organizations' bylaws do have some qualifications, such as you have to be a member, or you have to have been a member for X amount of time. (A) In such cases, can a person who does not meet those qualifications be elected to be a pro tem officer for the meeting? (B) If the answer is NO, then does that prevent an assembly from allowing a professional parliamentarian preside, if the person does not meet the qualification? (C) If the answer it NO to (A), if bylaws require officers to be board members, can a membership meeting elect a non-board member to be a pro tem officer?
  16. I understand that RONR allows one person to be nominated more than once. My question is whether one person can be elected to more than one position on a Board? Or does her being in one office prevent her serving in another office? Our bylaws are silent as to this, but they refer to RONR to fill any gaps ... ? Thank you for your help.
  17. If a new chairman is elected on a small board, but the presiding chairman will still be a member of the board, when does the transition happen? Our election will most likely be during a regular meeting with further agenda items - some of which may be handled differently by the new officers.
  18. At today's meeting of an airport authority, the chair announced he was stepping down as of the next day. The authority's by-laws only define that elections of officers should take place at the annual meeting. The by-laws don't define whether the vote should be taken by roll-call or simple voice vote. Further, the by-laws don't make any reference to an "interim chair" position. Does RRNR address how resigned seats should be filled? Since there is no "interim chair" position defined in the by-laws, wouldn't the newly elected person be "the" chair until another election is held (either at the annual meeting or when the motion to do so is raised again)? Shouldn't the vote be taken by roll-call? Thanks for your assistance.
  19. 1. Our organization has a two-step election procedure. In the first step the 7 members of the Board are elected. In the second step the four officers (President, VP, Treasurer, Secretary) are elected from among the 7 Board members. All of these 4 have signing authority. The ByLaws require secret ballot for the second step. Our ByLaw does not state that affairs are to be conducted according to RO. At the March 2015 AGM the Board was elected according to the ByLaws. Then, the Treasurer was elected by secret ballot from 2 candidates. The remaining 3 positions only had one candidate each. These were elected by acclamation. At a members' meeting in October 2015 the ByLaws were amended to make exception from the requirement of secret ballot in the case of uncontested candidacy in the Officers' election. My question is: what is the status of the 3 Officers elected by acclamation? They have been governing the organization and signing documents. RONR seems to say that a point of order can be raised at any time regarding this error, and also says that only the voting body can resolve the matter. If there is something to be remedied, what is it, and how to accomplish it? The next AGM is in March 2016. The relevant statute (Canada Non-for-profit Corporations Act, 139.) states: "An act of a director or an officer is valid despite an irregularity in their election or appointment or a defect in their qualification." Does this help/get us off the hook? 2. The recent ByLaw amendment exempts uncontested candidacy from secret ballot, but the Board intends to hold a vote (such as show of hands) rather than declare such a candidate by acclamation. If it should happen, that the candidacy of an uncontested candidate is rejected by the membership, where does that leave us? 3. The ByLaw states that the Chair of members meetings is the President, and in his absence the VP. Under the description of Offices it is repeated: "The President, when present, shall preside at all meetings of the BoD and of the members." At the March 2015 AGM the president invited a skilled professional and appointed her to chair the AGM. After the initial remarks of the president (who was present throughout), she was chairing the meeting. RONR states (p 453, 25-35) that this can be allowed, but it was neither voted on by the members nor were the rules suspended. Again, our ByLaw does not state that affairs are to be conducted according to RO. The Board have powers of delegation, but those are not spelled out in the ByLaw. My question is: Was this an acceptable procedure? If not, does this affect the validity of anything that was voted on at that meeting? Thank you!
  20. Recently I discovered that, under our system, I had a disqualification and had to step down as president of our assembly. We are facing turbulent times, with much work to be done regarding contracts and much money in the balance (literally in the neighborhood of fifteen million dollars in the next year). After I stepped down, however, a grievance was filed (confidentiality is assured in our process), by someone or some ones, against our past nominating committee asking that ALL the officers be disqualified from serving further based on my disability under the grounds that all the officers were therefore invalidly elected. The disability, pointedly, was solely mine. The nominating committee refused to defend itself and stipulated that the grievance was correct, our Review Committee (the grievance committee) ruled the officer elections invalid, and the entire leadership was thereby decapitated at one fell swoop. We have no one to take the lead role in our Executive Committee since all other leaders elected under that election could, at a later date, be ruled improperly elected. I cannot get two people to publicly call a meeting. The Executive Committee, being unwilling to meet (I cannot find even two members even willing to call a meeting), everyone is hunkered down or in silos) cannot call new elections or overrule the Review Committee or even call a general meeting. We are in a state of nature at this point, there is no organization (only some committees functioning on their own) and I need to get the process started again. Any suggestions would be appreciated.
  21. Guest

    Officers and Agendas

    We are starting a new school year and our student government failed (due to conflicts between certain students and advisors) to hold an election for new officers. Starting this school year, since the term expired over the summer, what should we do for running a meeting? The past-year's President and Secretary are still at the college, but should they still be in their positions? Fact is: a few of us are exasperated but still trying to keep our government going because this is how our clubs get funding and activities happen on campus. In order to hold elections we have to have an election committee make the election known for people to nominate themselves or others with ample amount of time, then at least half the college has to vote, so this will take most likely the first whole month of school. IF the past President and Secretary can keep the positions we are still down a vice, treasurer (which is required by law), and a PIO. I guess one way to sum this complicated problem up is: can we hold an emergency vote where members present volunteer for roles? Can I along with our other director create an agenda and tell the government that I'm creating a committee to get this stuff done that meets immediately after that meeting and Chair the committee? Who is in charge (please tell me not the advisor)?
  22. Guest


    Can an officer who currently hold a position run for another officer's position without resigning their current position because their term is not up yet?
  23. Hello, I am new to RONR, but need to learn a proper procedure, and have the text to back it up. Our local GOP is having a vote on new officers on Saturday, March 14th, and they have selected a slate of officers to be considered. They also say nominations may be made from the floor. If one challenges a slate, is that done with a new slate of officers? One person I have spoken to has related to me that a challenge to a slate must be only 1 person for 1 office, rather than challenging each office nomination, if needed. I am concerned that I am hearing possible political expediency rather than proper knowledge. I do understand that, if officers are presented by office, that we can vote on chair, vice chair, etc. per office, but I do not understand how to proceed if the nominating committee wants the entire slate elected at once, rather than by each office. Please help this novice by giving me sound, understandable advice that may get us through this election of officers. My personal opinion is that elections should be held by office rather than by a slate, but I need more understanding. Thank you, Julia
  24. I'm a new Pres. & was just told that under Robert's Rules, officers may not enter motions or 2nd motions at regular meetings. I know there are restrictions when the officer is making a committee recommendation but are officers never allowed to move or 2nd regarding regular business? There is no prohibition in our by-laws. Thank you.
  25. Our bylaws state: "the board shall be made up of one voting delegate and one alternate from each community... and shall be chosen by the governing body of the municipality which he/she represents" Then it states: "Officers nominated and elected shall be president, vice-president, and secretary, who will be elected by Board members, with the Board retaining the right to appoint a Treasurer." Only the President and Vice President are actually board members. The Secretary and Treasurer have simply been appointed by the Board and have none of the rights that regular board members do (or so they say.) The secretary is also an employee, who is the best friend of the ex-director. The Ex-Director is now the Treasurer. Is it common practice/or acceptable to have officers who aren't board members? Does this violate any rules/common procedures?
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