board meeting after annual meeting

[Guest Joanne S]

At our Annual Meeting 4 new board members were elected by a landslid, to a 9 member board. At the board Meeting, being in the minority, the old members totally ignored our nominations, and elected 3 members of their old group, when we protested the way it was done, naturally it was 5/4, 3 baord memebers just got up and walked out. Is there a rule of mis-conduct for this type of behavior?

[jstackpo]

What misconduct? So the majority, in the Board, ignored the minority and elected their preferences - happens all the time. Its called democracy.

[tctheatc]

I'm not clear on what happened. Did the general membership elect board members, and is that how your bylaws prescribe it to be done? And you're saying the old board members ignored the duly elected new members and replaced them with their own illegal picks?

[Rev Ed]

Its called democracy. If two of the other members do not show up then the "minority" becomes the "majority" - the other option is to wait until next year and try to get others elected.

[David A Foulkes]

Joanne - at the risk of going bereftly adrift, can you clear something up, maybe? First you say:

At our Annual Meeting 4 new board members were elected by a landslide

then you say:

...the old members totally ignored our nominations...

SoWoo, what actually happened at the Annual (was it a membership?) Meeting?? Did you hold elections? or did you hold nominations? And do your bylaws say something about this, like that the members nominate (at an AGM) but the board elects (at a Board meeting following)?

Just trying to get a handle on what actually happened, if'n you don't mind.

... naturally it was 5/4...

Um... Naturally? Naturally, what?

... 3 baord memebers just got up and walked out.

3 "old" baord memebers or 3 "new" baord memebers? (Really just curious here)

[Gerry4000]

I am inferring that this organization's membership elects board members to staggered two or three year terms. I am a board member and officer of such an organization. The membership, per its bylaws, does notelect the officers. Officers are elected at an organizational board meeting following the annual meeting of members.

This sounds like a credit union. Is this a credit union, Joanne?

If this is the case with Joanne's organization, what seems to have happened is that there was board upheaval and/or member dissatisfaction. Current board members whose terms were up were not reelected. Because there were five board members whose terms were not up, the board now consisted of five of the "old" group and four of the "new" group. It sounds like all or most of the five holdovers were part of the group that members wanted to put out.

Apparently, these four "new" board members expected to have one or more of their number chosen by the board as officers. Joanne seems to be a part of the "new" group. From the facts presented, there was no obligation for the "old" five to choose any of the "new" four" as officers. Consider the analogy of Congress. In the House, when the Republicans took over, a Republican was elected Speaker. If the Democrats recapture the House in 2012, a Democrat will be the Speaker.

It is not clear which group the 3 members that walked out were from. In either case, this is, at a minimum, rude. it is also not clear what type of behavior Joanne is complaing about - the minority being ignored or the walking out. When, for example, there are two bopard members nominated for Chairman, board members choose to vote. The votes here seem to have been 5-4. No misconduct or improper action on the part of the majority. It does not sound like the nominations were ignored, but those candidates merely lost.

Perhaps Joanne cal elaborate on what she thinks was improper.