Annual Meeting botched!

[Guest Loose]

I was booted from the board this year and at the annual meeting I asked to run for election again to the board. The way this chairman does things - he just asks does anyone want to run for the board and people raise their hands. They then give a little speech and the chairman says if there's no objection.

I get up and the chairman says I'm ineligible to run. He says I have to be off the board for one year. I was so taken aback I sat back down. Upon re-reading the bylaws I see there is nothing in there about dismissal involving a year's hiatus.

Not only that but the outgoing board forgot to nominate itself for re-election but are nonetheless intending to stay on the board.

What would YOU do in this situation? We have no one legally on the board from the old board. I guess I would show up at the first board meeting and demand the right to run - there are still openings on the board. And advise against electing anyone else from the old board.

[Guest Loose]

I forgot to say - a director's term of office is one year - from annual membership meeting to annual membership meeting.

[Trina]

So what happened after the chair asked for volunteers, and people made their little speeches? Was there an election? In the absence of any process that looked like an election, did the chair announce the outcome -- i.e. who would be on the board next year? If there isn't more than one candidate for an office, that candidate can be declared elected by acclaim, and that can happen without much ceremony. Sometimes a parliamentarily inexperienced assembly doesn't do this part quite right, but that doesn't mean the election didn't happen.

If your bylaws call for election by ballot, on the other hand, that requirement cannot properly be ignored -- even if the election is not contested.

[Guest Guest]

So what happened after the chair asked for volunteers, and people made their little speeches? Was there an election? In the absence of any process that looked like an election, did the chair announce the outcome -- i.e. who would be on the board next year? If there isn't more than one candidate for an office, that candidate can be declared elected by acclaim, and that can happen without much ceremony. Sometimes a parliamentarily inexperienced assembly doesn't do this part quite right, but that doesn't mean the election didn't happen.

If your bylaws call for election by ballot, on the other hand, that requirement cannot properly be ignored -- even if the election is not contested.

After the little speech the Chairman says if there's no objection you're elected. I don't think he repeated the person's name. Four people were elected this way, one by one, and the bylaws say the number of directors must be between 6 and 17.

[Tim Wynn]

After the little speech the Chairman says if there's no objection you're elected. I don't think he repeated the person's name. Four people were elected this way, one by one, and the bylaws say the number of directors must be between 6 and 17.

If your bylaws don't call for a ballot vote or otherwise prohibit the type of election you described, and if there was no objection, there's nothing wrong with electing by unanimous consent. However, what you report doesn't sound like it was handled perfectly. You should have objected if there was anything unclear or undesirable about the process to you.

[Guest Gary c Tesser]

From the sound of it, maybe the four who were sloppily elected are now board members, and nobody else is, including that "old board," who intend to stay on but were not mentioned at all. In which case, it would be a done deal, except that leaves the board with four members, and the bylaws require a minimum of six. In which the elections have to be continued until at least two more seats are filled.

That might be OP Loose's opportunity. Maybe a good idea to have someone else nominate him (/er) -- perhaps shake things up in the direction of doing things right, in demonstrating by example that members have a right to nominate. And Loose, or an ally, should be prepared to raise a point of order (and appeal if necessary) any assertion that Loose must be off the board for a year. (Why Loose, and not the "old board"?)

[Trina]

From the sound of it, maybe the four who were sloppily elected are now board members, and nobody else is, including that "old board," who intend to stay on but were not mentioned at all. In which case, it would be a done deal, except that leaves the board with four members, and the bylaws require a minimum of six. In which the elections have to be continued until at least two more seats are filled....

If it was never even mentioned that the 'old board' members were up for re-election, or that they assumed they were staying on, or that the membership assumed they were staying on, then this interpretation sounds reasonable -- however, taking any action based on this interpretation of events is likely to be darn difficult. If all the members at the annual meeting were too spaced out or too inattentive (or who knows what) to say anything at the meeting to challenge (or at least clarify) the situation, what are the odds they will get organized to take action now, after the meeting is over and done with? It's certainly possible there was a tacit assumption that the old board members would continue in their positions -- not much of an election, but that may be what the voters did with their opportunity...

A while ago I asked a question on this forum about a situation that happened in an organization I belong to -- at our annual meeting the nominees were announced (only one candidate per position), but, by an oversight, no election actually took place, nor did the presiding officer ever announce that anyone was elected. Someone probably asked a question about some other topic, and the inexperienced presiding officer didn't get back on track afterward. The meeting just proceeded, with everyone quietly assuming the new officers were in place. After the meeting ended, some people started scratching their heads, and everyone agreed that there had been a goof, and that the formal election procedure had been skipped. I was assured by posters on this forum that, even in this circumstance, there was no ongoing problem, and that the officers of the organization were properly in their elected positions.