Illegal 'election'

[Guest DavidTC]

We are in a somewhat weird situation where the board has run away with an organization and is currently attempting to conduct the election of itself. A slight oddity here is that the bylaws specify a nominating committee of the *Board*, but that doesn't have anything to do with the election that I can tell. Here are the relevant parts of the bylaws:

Section 3. NOMINATIONS

A. THE NOMINATING COMMITTEE

The Chairperson of the Board shall appoint no later than the August Board meeting a Nominating Committee. The Nominating Committee shall consist of three (3) Board members. The Vice Chairperson shall serve as Chairperson of the Nominating Committee.

This committee shall prepare a slate of nominees for election. Dependent upon the year of rotation this slate may consist of three (3) or four (4) candidates for the terms expiring.

B. PUBLICATION OF THE REPORT OF THE NOMINATING COMMITTEE

No later than the October meeting following its appointment, the Nominating Committee shall present to the Chairperson its slate of nominees for approval by the board.

Section 4. ELECTION

Three or four directors shall be elected by the membership annually, their term of office to begin on the first day of January following their election.

Election to the Board of Directors shall be conducted by the general membership. Ballots will be provided no later than November 1st with election to be completed by December 1st with the results presented to the Board at the December meeting. Write-in candidates may be submitted.

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And then this is what happens: The board votes on the slate of candidates (I presume), and then *mails out ballots*. Giving no chance for any additional nominees, without anyone ever accepting the board's report, or anything.

Meanwhile, the membership gets one pro-forma meeting a year, at which point 'the result' in announced.

This is utterly wrong, is it not? The board cannot conduct the election if the membership is required to conduct it. (Along with there being rather serious conflicts of interest and no transparency.) Elections cannot just appear out of thin air like that without nominations or m motions or tellers or anything.

Heck, even if they managed to slip a 'authorization for the board to hold the election' past at the annual meeting the last few years this has been happening (I don't know), the membership could not actually do that, could they? If the general membership *conduct* the meeting, they can't fob it off on someone else, right?

The annual member meeting is Monday. I've been reading RONR near continually trying to figure this out, but nowhere does it seem to say how you object to an *imaginary* vote result. (And the meeting should be lots of fun, considering the Chair of the meeting is the Chair of the Board. I'm glad the 11th edition made it clear how to remove them from the meeting if they persistently ignored members.)

Also, in trying to figure out what should happen, what does 'the membership' mean? That means the election has to be of the _entire_ membership, not just who's at a meeting, right? So we should have a nomination meeting, accepting the slate of nominees from the board, nominations from the floor or whatever, and then adjourn to mail out ballots, and meet later to finish?

[Larry Cisar]

Make a motion to appoint a set of tellers. And then figure out how to run the election based on your bylaws. You may want to find a parliamentarian in your area to help you.

[Rev Ed]

And if you do not like the By-laws, move to create a committee to report back to the membership on proposed By-law changes.

[Guest Edgar]

Also, in trying to figure out what should happen, what does 'the membership' mean? That means the election has to be of the _entire_ membership, not just who's at a meeting, right? So we should have a nomination meeting, accepting the slate of nominees from the board, nominations from the floor or whatever, and then adjourn to mail out ballots, and meet later to finish?

A few things to consider:

1. Your bylaws can only be properly interpreted in their entirety, something that's beyond the scope of this forum. Excerpts are insufficient.

2. RONR prohibits absentee (e.g. mail-in) voting and it's not clear that your bylaws authorize it. Mailing ballots to members is not the same thing as voting by mail (i.e. mailing the ballots back).

3. The board, as a board, will not be present at Monday's meeting of the general membership so, at that meeting, the board can't do anything. One effective technique is to make sure any board members who are present (aside from the presiding officer) are seated with the rest of the general membership.

[Guest DavidTC]

1. Your bylaws can only be properly interpreted in their entirety, something that's beyond the scope of this forum. Excerpts are insufficient.

I figured as much. But in the absence of anything authorizing the Board to conduct the election, they're already not allowed, as far as I can tell. The fact it 'shall be conducted by the general membership' is rather redundant, because committees and boards already aren't supposed to operate the election to fill themselves!

It would actually require some rather strange bylaws or resolutions to _allow_ what they were doing in the first place, right?

2. RONR prohibits absentee (e.g. mail-in) voting and it's not clear that your bylaws authorize it. Mailing ballots to members is not the same thing as voting by mail (i.e. mailing the ballots back).

Yeah, I already realized this, and pointed that out to them, and they asserted some sort of nonsensical claim that the Robert's Rules of Order allows it. I don't really have a problem with it, that's how we've always done it. I just have a problem with the lack of ability to nominate anyone else, and the fact the board shouldn't be doing the election at all.

At this point, though, I'm going to insist on a rather strict interpretation of everything. I will require that we vote on their slate of nominees (And I'm voting against it for spite.), I move to accept nominees from the floor, and then I'll move to hold a vote.

3. The board, as a board, will not be present at Monday's meeting of the general membership so, at that meeting, the board can't do anything. One effective technique is to make sure any board members who are present (aside from the presiding officer) are seated with the rest of the general membership.

Yeah, I'm already going to make sure of that. I rather suspect the first few things I do will be points of order demanding that various members of the board sit down and shut up, although more politely. This is a theatre, so the seating and layout are pretty much automatic.

[Trina]

...

At this point, though, I'm going to insist on a rather strict interpretation of everything. I will require that we vote on their slate of nominees (And I'm voting against it for spite.), I move to accept nominees from the floor, and then I'll move to hold a vote.

Yeah, I'm already going to make sure of that. I rather suspect the first few things I do will be points of order demanding that various members of the board sit down and shut up, although more politely. This is a theatre, so the seating and layout are pretty much automatic.

A membership meeting is, indeed, to be run by the membership, not the board. However, one person cannot enforce any of this. You need allies. Preferably allies who are educated ahead of time, so they have some idea what they can do at the meeting.

I'm not sure how the theatre setting makes the seating automatic -- at any rate, the board members shouldn't be on stage with the general membership in the audience (if that's the plan).

Judging by the apparent vagueness of the bylaws excerpts you gave earlier, in the long run the membership should probably consider amendment of the bylaws. In any case, if the bylaws are unclear, interpretation is the job of the membership. See RONR (11th ed.) pp. 588 - 591 for some principals of interpretation.

[Guest DavidTC]

Yeah, I'm educating people. I frankly have no idea who will be there, but I think I have enough people that we can convince a majority to let us at least speak. There's a lot of anger at the board, and almost no knowledge of what can be done, but that exact anger might result in people not being there.

In fact, it's entirely possible we won't have a quorum, and they'll try to use this an excuse to seat their 'results'. Which is obviously complete nonsense. If there's no quorum and we need to hold an election (Or even 'verify' an election, or whatever nonsense they will try to pull to get us to accept their results.), we have to, duh, adjourn to another day and try to get one.

Also, the election was supposed to be completed already, and they're point that out. But if we didn't do what we were supposed to because no one called a meeting, that's clearly not good, but doesn't magically mean we accepting a random unverified result of a vote conducted by the wrong people.

As for the seating, yes, everyone needs to be seated in the audience, except for the chair. That's what I was going for.

And, yes, the bylaws are pretty much crap, and in fact the ballot has always been done by mail, regardless of how the bylaws, the rules of order, and state law (Which says it has to be at the annual meeting unless the bylaws specify otherwise) actually read...but it used to be that the nominating committee opened nominations to everyone, you just showed up at the office one day and said 'I'd like to run!'. And there were actual meetings to authorize this stuff, and non-biased members would count the results and you could come in and see the ballots and results. I have no objection to doing it by mail as a general principle, I have an objection to doing it by mail with a board-selected set of nominees and results only the board sees.

And, of course, fixing the bylaws is a pipe dream with this board. We're really at the point where I am almost giving up on all this, and if the meeting doesn't proceed in some sane manner I'll have a petition to call a meeting to vote to remove the board. (State law says it has to be in the meeting notification.) I do not _want_ to remove them all, and certainly not all at once, but annoying they have the right to fill their own vacancies, so the only way to elect people in their place is to remove everyone. (Which breaks the organization enough that state laws forces an emergency meeting and election.)

[Guest Jeff anderson]

Can somebody please tell me if this is a valid election:

At an annual meeting this year, we elected somebody to be on our church council; everybody at that meeting agreed and she was elected at that time to be a council member. She was voted "on the floor" and not by the nominating committee.

The next month when we held our officer elections at that council meeting, she was unable to attend due to her daughter having a baby days before, so one of the current members elected her to be president, even though she was not in attendence. They did however, call her at her house, and using a cell phone that one of the members had, raised the voice key so that everybody at the council could hear her say shewas willing to become president. The council voted on each officer position and nobody else wanted the presidency so she was voted in. The council sent the previous president home and the vice president took over to run the rest of that meeting.

I read somewhere that it has to be in the organizations by-laws when in comes to somebody not being there for an election in order for it to be valid....I have to check, but I do not think that our by-laws have that stipulation.

Therefore, I read that her presidency could be considered "null and void".

We will be having another annual meeting within the next month and a half and I may be bringing this point up.

I need an actual chapter in Roberts Rule(I believe that it may be in 19), but also actual lines with this situation.

Thanks

[Trina]

'An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline.' (RONR 11th ed. p. 444 ll. 18-23).

As you can see, RONR clearly deals with the situation of a candidate who is elected while absent (and even with candidates who are absent and have no idea that they have even been nominated).

Whatever you have been reading does not come from the rules in RONR.

[Guest Nancy N.]

I finally realized what I like about the ending of this thread, where Jeff Anderson took advantage of the appositely-titled thread a few days after David TC was done with it, that most organizations I read about have to put up with waiting a whole year for another annual meeting to roll around.

[Josh Martin]

I read somewhere that it has to be in the organizations by-laws when in comes to somebody not being there for an election in order for it to be valid....I have to check, but I do not think that our by-laws have that stipulation.

Therefore, I read that her presidency could be considered "null and void".

I'm not sure where you read this, but it contradicts Robert's Rules of Order Newly Revised, 11th edition. As Trina stated, an assembly is free to elect someone who is not present, particularly when that person has consented to serve. No Bylaws authorization is required for this.

I need an actual chapter in Roberts Rule(I believe that it may be in 19), but also actual lines with this situation.

Well, Trina pointed out the page and line numbers. It's in Chapter XIV. Chapter XIX is about conventions, so once again, I'm not sure what book you're thinking of.

[Trina]

I finally realized what I like about the ending of this thread, where Jeff Anderson took advantage of the appositely-titled thread a few days after David TC was done with it, that most organizations I read about have to put up with waiting a whole year for another annual meeting to roll around.

I suspect there is indeed a year between their annual meetings, and that the poster was dredging up events that occurred back in January/February of this calendar year.