Guest Janice Posted July 1, 2011 at 05:53 PM Report Share Posted July 1, 2011 at 05:53 PM When an organization does a mailed vote on an issue and the process breaks the bylaws, can a Point of Order be called at the beginning of the first Board meeting following the vote? Would a general member visiting the Board meeting be allowed to raise it or does it have to be by a Board member since I do realize that non-board members would be guests, so maybe not recognized by the chair? Does it require anything placed on the agenda and does it need to be the first thing at the meeting or would it be allowed to be raised as that item of business is reached? If a Board member is responsible for the bylaw infraction, is that grounds for removal? Hope you can help. Link to comment Share on other sites More sharing options...
George Mervosh Posted July 1, 2011 at 06:12 PM Report Share Posted July 1, 2011 at 06:12 PM Perhaps you can be specific as to what procedure was violated. I also don't understand why the Board meeting would be a place to deal with something voted on by the membership. Link to comment Share on other sites More sharing options...
Guest Janice Posted July 1, 2011 at 08:06 PM Report Share Posted July 1, 2011 at 08:06 PM Perhaps you can be specific as to what procedure was violated. I also don't understand why the Board meeting would be a place to deal with something voted on by the membership.It was an election of new Board members held by a mailed in ballot, which bylaws state election must be done at the annual regular membership meeting and not by mail in voting. Since the election violation, new Board will be recognized at upcoming first Board meeting, but membership may not meet for another year. Therefore, I assume a Point of Order would have to come at the first Board meeting since the vote, if that is the proper way to challenge validity of the vote? Link to comment Share on other sites More sharing options...
George Mervosh Posted July 1, 2011 at 08:49 PM Report Share Posted July 1, 2011 at 08:49 PM It was an election of new Board members held by a mailed in ballot, which bylaws state election must be done at the annual regular membership meeting and not by mail in voting. Since the election violation, new Board will be recognized at upcoming first Board meeting, but membership may not meet for another year. Therefore, I assume a Point of Order would have to come at the first Board meeting since the vote, if that is the proper way to challenge validity of the vote?No. Unless the membership can call a special meeting, I think you're stuck. It's certainly a continuing breach of the rules based upon what you're saying (RONR, p. 244) but a Board cannot countermand something the membership has done, even if the membership is dead wrong.....See this...especially the first paragraph of the answer.It's not a convenient rule given your situation, but it's one you should be glad exists overall. Link to comment Share on other sites More sharing options...
Guest Janice Posted July 1, 2011 at 09:08 PM Report Share Posted July 1, 2011 at 09:08 PM No. Unless the membership can call a special meeting, I think you're stuck. It's certainly a continuing breach of the rules based upon what you're saying (RONR, p. 244) but a Board cannot countermand something the membership has done, even if the membership is dead wrong.....See this...especially the first paragraph of the answer.It's not a convenient rule given your situation, but it's one you should be glad exists overall.The membership did not vote to hold an election by mail...it was decided and sent out by the incorporator who was "the Board" prior to election. The mail vote occured after the annual meeting, a decision made by the Declarant Board member, not the membership. Link to comment Share on other sites More sharing options...
Chris Harrison Posted July 1, 2011 at 09:19 PM Report Share Posted July 1, 2011 at 09:19 PM No. Unless the membership can call a special meeting, I think you're stuck. It's certainly a continuing breach of the rules based upon what you're saying (RONR, p. 244) but a Board cannot countermand something the membership has done, even if the membership is dead wrong.....See this...especially the first paragraph of the answer.It's not a convenient rule given your situation, but it's one you should be glad exists overall.It is unclear whether all of the Board members were subject to election at the last meeting or just a part of them. If only a portion of the Board members were subject to election (thus the others are still validly Board members) and there is no mechanism for the Membership to correct the problem using a Special Meeting would it be within the Board's power (assuming the bylaws don't say otherwise) to only use the validly elected Board members to act in the name of the organization? For example, the Board (valid and invalid members) would unofficially decide (outside of a meeting) that due to the fact that any votes taken where the votes of the improperly elected members could affect the results would render the vote null and void that only the valid Board members should vote. The invalidly elected Board members can be permitted to attend the meetings and speak in debate (a Special Rule could be adopted to permit the improperly elected Board members to speak in debate without having to Suspend the Rules each time-and making motions can be added in the mix if the Board wishes). Of course this all hinges on the hope that the improperly elected Board members are willing to play ball and don't try to vote because the Board can't forbid them to do so and then everyone would have to hope that their votes don't affect the results.Edit:It seems like the circumstances now may not fit my question but I am keeping it around just in case. Link to comment Share on other sites More sharing options...
Chris Harrison Posted July 1, 2011 at 09:24 PM Report Share Posted July 1, 2011 at 09:24 PM The membership did not vote to hold an election by mail...it was decided and sent out by the incorporator who was "the Board" prior to election. The mail vote occured after the annual meeting, a decision made by the Declarant Board member, not the membership. Can you please clarify what you mean? Link to comment Share on other sites More sharing options...
Guest Janice Posted July 2, 2011 at 01:49 AM Report Share Posted July 2, 2011 at 01:49 AM Sorry if this is confusing. The members of this nonprofit group were in their first start-up meeting and it was decided to go to a larger board (bylaws allowed going from 2 to 7). The guy who started the corportation (temporary board president) told members that ballots would be sent out so more people could vote. What we didn't know until after we had a chance to go through the bylaws was that it said elections of board could only be done at a membership meeting, so mailed ballots weren't permissible. Now probably the election vote isn't valid since it was done wrong. Seven members were elected from a pool of 10 candidates. The former president who started the group did not get elected, but the other co-organizer was re-elected. Some think we should do over the vote to be legal, but some think that it is no big deal and want to ignore it since we do need to get on with business. Should we just accept the vote that didn't follow the bylaws? If that is done, we don't want any new board action to not be valid. Is there a correction with point of order to admit the broken bylaw, or will that make things worse? If the same people voted over the same, then would there be a point to making it legal? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted July 2, 2011 at 02:05 AM Report Share Posted July 2, 2011 at 02:05 AM Some think we should do over the vote to be legal, but some think that it is no big deal and want to ignore it since we do need to get on with business. Should we just accept the vote that didn't follow the bylaws? If that is done, we don't want any new board action to not be valid. Is there a correction with point of order to admit the broken bylaw, or will that make things worse? If the same people voted over the same, then would there be a point to making it legal?Imagine you were talking about a marriage, and ask yourself the same questions. Link to comment Share on other sites More sharing options...
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