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Officer vote taken without new members


Guest BRL847

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Potential new board members were asked to leave the room while the vote on their acceptance to the board was taken. After voting them in, the continuing board members elected new officers before inviting the new members back to the meeting.

If the bylaws state that officers are elected by the new board this seems totally improper, yet a quorum was present in the room so is it illegal?.

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Potential new board members were asked to leave the room while the vote on their acceptance to the board was taken. After voting them in, the continuing board members elected new officers before inviting the new members back to the meeting.

If the bylaws state that officers are elected by the new board this seems totally improper, yet a quorum was present in the room so is it illegal?.

Yes it might violate the rules. Members have a right to attend meetings so it is improper for them to be excluded after they are voted in as Board members (RONR p. 625) and any votes taken where the excluded members' votes may have affected the results are null and void (RONR p. 244[e].

However (and this is why I said the rules might have been violated), depending on the circumstances it could be possible that the new Board members had voluntarily left the room and thus they weren't improperly excluded. While the candidates were not Board members yet they have no right to attend the meeting so their exclusion while their membership is being voted on is proper. However, as soon as they became Board members they have a right to attend the meetings so the exact details of what happened are crucial.

For example, if someone went into the hall and told the (new) Board members that they have been elected to the Board and that they would be allowed in after officers are elected I would say that their staying in the hall is voluntary and thus they were not improperly excluded because they could have and should have stood up for their rights of membership. On the other hand if the Board went directly from electing the new Board members to electing officers (and the candidates did not know that this was going to happen) I think it would be very reasonable to argue that they were improperly excluded. However, if the candidates/new Board members knew that this was going to happen (in the past the Board went directly from electing the new Board members to electing officers) it would be much more unclear whether they were improperly excluded (I could argue both sides of the coin).

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so is it illegal?.

The time to stand up for your rights is when they're being denied.

Being asked (improperly) to leave the room is not the same thing as being ejected from the room. The members should have exercised their right to remain. That they chose not to do so, either out of ignorance or a false sense of duty, is water under the bridge. And, hopefully, a lesson learned.

You also seemed to have somehow transitioned from a meeting of the general membership (where the board members were elected) to a meeting of th board (where the officers were elected). Was the one meeting adjourned before the other was called to order?

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The time to stand up for your rights is when they're being denied.

Being asked (improperly) to leave the room is not the same thing as being ejected from the room. The members should have exercised their right to remain. That they chose not to do so, either out of ignorance or a false sense of duty, is water under the bridge. And, hopefully, a lesson learned.

You also seemed to have somehow transitioned from a meeting of the general membership (where the board members were elected) to a meeting of th board (where the officers were elected). Was the one meeting adjourned before the other was called to order?

Well I'm thinking that maybe there is no general membership or at least not one that can vote and the board appoints its self.

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Potential new board members were asked to leave the room while the vote on their acceptance to the board was taken. After voting them in, the continuing board members elected new officers before inviting the new members back to the meeting.

If the bylaws state that officers are elected by the new board this seems totally improper, yet a quorum was present in the room so is it illegal?.

The board elects its own members? That's most irregular. Directors are normally elected by the membership. And nobody has to "leave the room". Were they ordered to leave, or were they requested to leave? And did they object?

It is not unusual for a new board to elect its own officers, but the votes of all members should be included. And it's not at all clear what kind of meeting this was. If this was a membership meeting, the board was not in session and cannot elect officers (or do anything else) until it is.

If the members outside were not informed of their election to the board, and that board had been called to order (presuming it ever was) and had begun to consider the election of officers, and if the number of the votes of the excluded could have made a difference in the outcome, then a point of order can still be raised that their rights were violated and that the election results are null and void.

If they were just silly enough to listen to bad advice, and a quorum was present at the board meeting, they lose.

If there was no board meeting, and a bunch of board members just met in a corner of the membership meeting, then there was no election of officers, and a point of order to that effect at the next meeting should be ruled well-taken.

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The board elects its own members? That's most irregular. Directors are normally elected by the membership.

It's not irregular for a "stand-alone" board. Not all organizations have a general membership.

And nobody has to "leave the room."

They do if, at the time, they are non-members and the assembly orders them to leave.

If the members outside were not informed of their election to the board, and that board had been called to order (presuming it ever was) and had begun to consider the election of officers, and if the number of the votes of the excluded could have made a difference in the outcome, then a point of order can still be raised that their rights were violated and that the election results are null and void.

If the individuals outside were not yet informed of their election to the board, then their election was not complete. Therefore, they were not yet members of the board, and no one's rights were violated. I still don't much care for it, but it violates no rule.

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If the individuals outside were not yet informed of their election to the board, then their election was not complete. Therefore, they were not yet members of the board, and no one's rights were violated. I still don't much care for it, but it violates no rule.

There's got to be something wrong with that. I can't believe the General let that slip through the cracks. :)


AHA! There was something wrong with that! (I knew it.)

As Chris H pointed out, if they were absent yet had consented to their candidacy the election was complete immediately, they were members of the board, and their rights were violated.

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There's got to be something wrong with that. I can't believe the General let that slip through the cracks. smile.gif

Well, I think that crack first started opening when the potential members voluntarily left the room without being required to. It widened when the Chair neglected to call them back into the room to announce the results and notify them so they could accept or decline, thus completing the election. The General had to allow for at least a wee bit of common or good sense, I suppose.

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Well, I think that crack first started opening when the potential members voluntarily left the room without being required to. It widened when the Chair neglected to call them back into the room to announce the results and notify them so they could accept or decline, thus completing the election. The General had to allow for at least a wee bit of common or good sense, I suppose.

Agreed. I really wish the OP would come back and fill in some of the details because if the newly elected Board members were not notified of their election until all was said and done I would have to disagree that no rule was violated. RONR p. 430 says "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" and the candidates obviously had consented to their candidacy from OP's post. As soon as they were elected to the Board they were a Board member and were deprived of their rights as a Board member by not being notified of their election and being given the opportunity to be part of the elections of officers.

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Well, I think that crack first started opening when the potential members voluntarily left the room without being required to. It widened when the Chair neglected to call them back into the room to announce the results and notify them so they could accept or decline, thus completing the election. The General had to allow for at least a wee bit of common or good sense, I suppose.

Yes, I'm still confused over that "leaving the room" thing. They may not have been board members yet, but they were presumably members of the, er, membership.

Part of this problem is that the membership and board meetings here appear to overlap improperly, and that's bound to cause confusion over who can be where. It also confuses the question of when the election was complete, in which body did the election take place, when and by whom were the results announced, when and where were the victors notified, and how the board could have convened before the election was complete, and it knew who its members were. It makes my head hurt.

I shall think about it--tomorrow.

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Well, I think that crack first started opening when the potential members voluntarily left the room without being required to.

Well, if the board ordered them to leave, they would be required to leave. Potential members don't have rights.

Agreed. I really wish the OP would come back and fill in some of the details because if the newly elected Board members were not notified of their election until all was said and done I would have to disagree that no rule was violated. RONR p. 430 says "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" and the candidates obviously had consented to their candidacy from OP's post. As soon as they were elected to the Board they were a Board member and were deprived of their rights as a Board member by not being notified of their election and being given the opportunity to be part of the elections of officers.

Good catch, Chris H. I'm going to agree with your original post, then.

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Well, if the board ordered them to leave, they would be required to leave. Potential members don't have rights.

Yep, you're right. (he says at the risk of stating the obvious)

Good catch, Chris H. I'm going to agree with your original post, then.

Agreed as well.

The OP is probably still trying to crack the CAPTCHA code for a second time.

BRL847 - if you are indeed trying to evade the sentinels at the door, put those efforts towards registering as a member and be done with it. It's like knowing the password or secret handshake, you never are refused admittance again.

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