Guest Bill Posted October 22, 2011 at 04:53 PM Report Share Posted October 22, 2011 at 04:53 PM Our bylaws state "the officers of the corporation shall be elected every year by a majority of the board members present at the board meeting. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as shall be convenient."In practice, the election of officers takes place during the annual membership meeting. I have learned from posts on this forum that the board is not in session at a general membership meeting. So my question is how can the elections be done at the annual membership meeting and be valid? Can the board go into session for this purpose or how should this be properly handled? Link to comment Share on other sites More sharing options...
jstackpo Posted October 22, 2011 at 05:03 PM Report Share Posted October 22, 2011 at 05:03 PM I suppose the easiest system would be for the Board to meet just before the annual meeting (presumably at the same location) and take care of the election of officers. Then the (new, or re-elected) officers could then be announced and the president would preside at the following annual meeting. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 22, 2011 at 05:10 PM Report Share Posted October 22, 2011 at 05:10 PM I suppose the easiest system would be for the Board to meet just before the annual meeting (presumably at the same location) and take care of the election of officers. Then the (new, or re-elected) officers could then be announced and the president would preside at the following annual meeting.If the board mbers are elected at the annual membership meeting, it would probably work better for the board to meet just AFTER the annual meeting and select officers. Link to comment Share on other sites More sharing options...
Guest Bill Posted October 22, 2011 at 06:40 PM Report Share Posted October 22, 2011 at 06:40 PM I believe there will be a bylaw amendment proposed at the membership meeting that would change the current bylaw and give the membership the right to elect officers. If that amendment passes will the membership then be able to elect the new officers immediately during the same meeting as long as the election is held after the amendment is passed? I guess we could schedule a board meeting to be held after the membership meeting just in case the amendment fails? Link to comment Share on other sites More sharing options...
Trina Posted October 22, 2011 at 06:47 PM Report Share Posted October 22, 2011 at 06:47 PM I believe there will be a bylaw amendment proposed at the membership meeting that would change the current bylaw and give the membership the right to elect officers. If that amendment passes will the membership then be able to elect the new officers immediately during the same meeting as long as the election is held after the amendment is passed? I guess we could schedule a board meeting to be held after the membership meeting just in case the amendment fails?Bylaws amendments take effect immediately, according to RONR. However, do you have notice requirements for elections? Does the membership currently elect the board members, and does the board subsequently elect the officers from among their own number (as Mr. Wynn previously suggested)? In any case, if the membership has received notice of the proposed bylaws amendment, I assume that could also count as notice that an election for officers will follow if the amendment is adopted.Your phrasing ("I believe there will be a bylaw amendment proposed") makes me think there has been no notice of the proposed amendment...? Link to comment Share on other sites More sharing options...
Rev Ed Posted October 22, 2011 at 07:06 PM Report Share Posted October 22, 2011 at 07:06 PM In most organizations that I know of that use this system (i.e. officers being elected by the directors), the Board will hold a short meeting immediately following the AGM and the only item on the Agenda is the election of officers. Link to comment Share on other sites More sharing options...
Guest Bill Posted October 22, 2011 at 07:12 PM Report Share Posted October 22, 2011 at 07:12 PM Bylaws amendments take effect immediately, according to RONR. However, do you have notice requirements for elections? Does the membership currently elect the board members, and does the board subsequently elect the officers from among their own number (as Mr. Wynn previously suggested)? In any case, if the membership has received notice of the proposed bylaws amendment, I assume that could also count as notice that an election for officers will follow if the amendment is adopted.Your phrasing ("I believe there will be a bylaw amendment proposed") makes me think there has been no notice of the proposed amendment...?The board is made up of two representatives each from four separate clubs that each elect their own members to serve on our main club's board, plus the four officers, plus one member from each of five "founding farms" that first organized our club a couple of years ago. So actually none of the directors are directly elected by the membership (there is another amendment being worked on to change this).The officers are all elected from among the directors. The notice requirement states that the board members shall be notified thirty days in advance.There has been no notice of the proposed amendments yet, but there is a group of members working on them to be presented at the meeting in late January and should have plenty of time to meet the fifteen day notice required for bylaw amendments. Link to comment Share on other sites More sharing options...
g40 Posted October 22, 2011 at 07:25 PM Report Share Posted October 22, 2011 at 07:25 PM I am an officer and board member of such an organization. Officers are elected an an "organizational meeting" of the board after the annual meeting of members, where board members are elected. Our bylaws require this board organizational meeting within seven days, but we have a quick meeting right after the annual meeting.Does your organization require officers be board members? If so, then be careful how you have the membership elect the officers. You may need to think through the details of such a change to make sure the proposed member elected officers works in practice. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 22, 2011 at 08:05 PM Report Share Posted October 22, 2011 at 08:05 PM Bylaws amendments take effect immediately, according to RONR. However, do you have notice requirements for elections? Does the membership currently elect the board members, and does the board subsequently elect the officers from among their own number (as Mr. Wynn previously suggested)? In any case, if the membership has received notice of the proposed bylaws amendment, I assume that could also count as notice that an election for officers will follow if the amendment is adopted.Your phrasing ("I believe there will be a bylaw amendment proposed") makes me think there has been no notice of the proposed amendment...?Mr. Wynn made no such suggestion, previously or otherwise. Link to comment Share on other sites More sharing options...
Guest Bill Posted October 22, 2011 at 10:31 PM Report Share Posted October 22, 2011 at 10:31 PM Does your organization require officers be board members? If so, then be careful how you have the membership elect the officers. You may need to think through the details of such a change to make sure the proposed member elected officers works in practice.Yes, the officers are required to be board members. At last year's annual membership meeting the officers were all elected by acclamation. But, if only the board can elect the officers and the board was not in session during the membership meeting, I have a bad feeling that this election was invalid. Please tell me I'm wrong. But if I'm right, what now? Link to comment Share on other sites More sharing options...
Trina Posted October 22, 2011 at 10:56 PM Report Share Posted October 22, 2011 at 10:56 PM Mr. Wynn made no such suggestion, previously or otherwise. I probably phrased it poorly -- I only meant your reference in post #3:"If the board mbers are elected at the annual membership meeting..."However, the original poster's post #7 makes it clear the situation isn't that straightforward anyway. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 23, 2011 at 12:25 AM Report Share Posted October 23, 2011 at 12:25 AM Yes, the officers are required to be board members. At last year's annual membership meeting the officers were all elected by acclamation. But, if only the board can elect the officers and the board was not in session during the membership meeting, I have a bad feeling that this election was invalid. Please tell me I'm wrong. But if I'm right, what now?Not knowing the details of your rules, I'll just take your word for it and run with the information that you've provided. There's no reason to think the sky is falling, just because none of the individuals currently serving in the capacity of officers were actually properly elected to the positions. Yes, it is bad, but (from what I understand of your posts) the board can, and probably should, elect all of those individuals, just to make it official. Just try to do it right from now on. Link to comment Share on other sites More sharing options...
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