Election of Officers Not Held in Timely Manner

[Guest Molly]

The bylaws of our not-for-profit organization require annual elections of officers and board members in May. They also specifically limit terms to two. The sitting board called for elections in January 2010--not May--and the election was continued to a future meeting because the slate in its entirity had exceeded the term limits, and nominations were not permitted from the floor. We cited a point of order and the meeting was continued. The election was never held, and the membership finally called for the election to be concluded on November 10, 2011. A Nominating Committee was selected and a new slate of qualified officers was identified. Before the notice of the election meeting went out, the Board met and decided that it was appropriate to sell the real estate assets of the organization, and changed the purpose of the meeting from an election to a vote on selling the assets. The Board does not have the authority to do this do they??? Also, since they have all exceeded their term limits and have failed to properly call for an election at the time designated in the bylaws, do they have any authority to act on behalf of the organization in any matters?

[Trina]

You've packed a lot of questions, and a lot of improper procedure into a short post; I'll make some comments, but will probably miss a few things...

Whether the current board members still have any authority depends on how their terms are defined in the bylaws. For example, if the term definition includes the words 'or until their successors are elected' they would continue in office until new people are elected (even if elections are delayed). If the term is defined as a fixed period of time (e.g. 'one year') they would be out of office at the end of the fixed period. If they are still properly in office, they don't automatically lose authority because they have failed in their duty to follow the bylaws -- however, they could face disciplinary action for their misdeeds.

When you say the membership "called for the election to be concluded on November 10, 2011" -- how exactly was this done? Did the membership go through steps to have a special meeting called? Did the general membership direct the board to schedule an election on that date? In either case, it is very unlikely that the board has authority to change the specified purpose of the meeting (nothing in RONR would give them such authority).

"the election was continued to a future meeting"

Adjourning the meeting to a specified date/time/place would have been fine. However, it sounds like it may have been 'continued' to an unspecified future meeting. Probably water under the bridge at this point.

"nominations were not permitted from the floor"

On what basis? According to RONR, nominations from the floor are always allowed. Are they prohibited by your bylaws?

[Guest Edgar]

The Board does not have the authority to do this do they???

Your board has only the authority given it by your rules.

But it does seem that your board is playing much more of a role in its own election than would otherwise be warranted.

[Guest Molly]

The bylaws do not say that the officers or board members hold office until their successors replace them.

The call for the election was made by members in a meeting of October 4, 2011 which was scheduled to discuss the business plan for the organization. One of the actions coming out of the business plan was an election to be held at the ealriest possible date, since it had been delayed already. It was voted on without objection from the board, and a nominating committee appointed. Then the President called to say that no election could be held because the bylaws say that elections are held during the annual meeting in May. However, since no elections were held in 2011, and the Annual Meeting in 2011 was called to discuss the future of the organization--not to have elections--as the bylaws require.

Nominations were closed when a member stated that they should be closed and his motion was seconded before any nominations were made from the floor. We called a point of order because the nominations were not allowed and the whole of the propsed slate was not qualified according to the bylaws, since they had already served more than two years. That meeting was continued to a date three months out, April 10. The meeting set for April 10 never happened, and instead, the Board appointed a comittee to change the bylaws, and called a meeting in May to vote on the blylaws, but failed to send copies of the bylaws to be voted on to the members, so that meeting was cancelled. The May meeting was called as a special meeting by the board and no mention of the election of officers was made in the announcement of the meeting. So the election was not held then, either. This Board has a habit of superceeding almost every vote taken by the membership! It needs to stop and we are trying to challenge but need to know we are correct in our reading of Roberts Rules. Thanks for your help.

[Trina]

I think the membership should stop paying much attention to the doings of the board -- whose members may well not be in office any longer anyway, according to what you say about how the term of office is described in the bylaws. You describe the actions taken at the October 4 meeting -- was this a meeting of the general membership, as I assume from your description? If so, the fact that the vote took place 'without objection from the board' suggests a misunderstanding of the powers of the board. At a general membership meeting, the board, plain and simple, does not exist, and has no authority. The membership controls its own meetings.

Has the November meeting already been called? Is/was it intended to be a special meeting, for the purpose of holding elections? Or is this perhaps an already scheduled meeting of the general membership?

"This Board has a habit of superceeding almost every vote taken by the membership!"

Unless your bylaws give the board unusual powers, the board is subordinate to the general membership, not the other way around. Take a look at Official Interpretation 2006-12, and then keep reading 2006-13:

http://www.robertsru...st.html#2006_12

[Guest Molly]

The November meeting was called as a special meeting to hold the election. It was not already scheduled as a meeting of the general membershihp.

[Guest TrgtCU]

The November meeting was called as a special meeting to hold the election. It was not already scheduled as a meeting of the general membershihp.

So it seems you have until November 10 to get all your ducks in a row.

The first thing to do is become a member of this august forum so you won't have to keep entering the hideous CAPTCHA codes. Then ask as many clear and concise questions as you need to prepare yourself for the upcoming meeting. You'll, of course, also be armed with a copy of RONR-In Brief, right?

[David A Foulkes]

The first thing to do is become a member of this august forum so you won't have to keep entering the hideous CAPTCHA codes.

This from a Guest? Hmmmm......

[Guest Edgar]

The first thing to do is become a member of this august forum so you won't have to keep entering the hideous CAPTCHA codes.

Such as "TrgtCU"

[Trina]

The November meeting was called as a special meeting to hold the election. It was not already scheduled as a meeting of the general membershihp.

What exactly do your bylaws say about calling a special meeting of the general membership, and has the prescribed process been followed? On what basis is the board trying to interfere in the membership's decisions about business to be conducted at the special meeting (RONR would not give the board such authority)?

Read your bylaws carefully for the definition of the board members' term of office. If their terms have expired, all the more reason to ignore their attempted interference.

Oh, and follow melliflously named Guest_TrgtCU's advice, and get some copies of RONR In Brief for you and your allies in the general membership .

[Guest Molly]

Our bylaws state that "special meetings or executive board meetings shall be at the call of the president or at the request of at least 5 members in good standing." So, more than five members requested the election meeting of Nov 10, it was voted on at a meeting of October 4 and carried by a majority vote.

And, yes we do have the copies of RONO in brief--we consider it our first line of defense! Thanks for all your help.