Guest Elaine Posted January 25, 2012 at 05:56 AM Report Share Posted January 25, 2012 at 05:56 AM My chapter is part of a larger organization that recently issued guidelines on how our non-profit should operate to be in compliance. It appears that eight out of nine Directors were not aware of the guidelines at the time of the January 2012 annual meeting. So, the elections were held and officers were elected. At the time of the election, the non-profit was operating under the Foundation's existing bylaws. Had all the Directors known about the guidelines; the bylaws would have been amended and there would have been a tenth Director voting on officers. It's possible that the outcome of the election would have been different.There's a group of Directors that would like for us to amend the bylaws and hold the annual elections again. Can we do this? Thanking you in advance for your input. Link to comment Share on other sites More sharing options...
jstackpo Posted January 25, 2012 at 08:31 AM Report Share Posted January 25, 2012 at 08:31 AM Were any of the elections sufficiently close that one additional voter could have made a difference? Link to comment Share on other sites More sharing options...
Guest Elaine Posted January 25, 2012 at 02:26 PM Report Share Posted January 25, 2012 at 02:26 PM Yes, a different Director would have been elected president. Link to comment Share on other sites More sharing options...
jstackpo Posted January 25, 2012 at 03:14 PM Report Share Posted January 25, 2012 at 03:14 PM I presume, from what you write, that one director was elected by a just one vote majority. So the "tenth man" could (not "would") have made a difference in that director's election. I also presume the other directors were elected by a sufficiently wide vote margin that one more voter could not have changed anything.Oh dear, now it gets complicated and it looks as though you will have to do some research (we can't do it here since it involves your bylaws, not RONR):Were those guidlines that you didn't "follow" mandatory? Did they have a "Do this NOW!" kind of an instruction attached? (And if so, do the national bylaws contain the authority to mandate changes in your bylaws?)If "Yes" then the one close-vote election is null and void (RONR, p. 251-252) and you just do it again, with the (new) 10th director participating. The other elections stand as is.If "No", then you didn't violate any rules in your bylaws at the time and the one vote majority election stands, along with the others. After you amend your bylaws (per the non-mandatory guidlines), you will have a (new) voter on your board who can participate in future elections.In NO case do you re-do the entire election of all the directors.So do your research, answer the question, and go from there. Link to comment Share on other sites More sharing options...
David A Foulkes Posted January 25, 2012 at 03:32 PM Report Share Posted January 25, 2012 at 03:32 PM Were those guidlines that you didn't "follow" mandatory? Did they have a "Do this NOW!" kind of an instruction attached? (And if so, do the national bylaws contain the authority to mandate changes in your bylaws?)If "Yes" then the one close-vote election is null and void (RONR, p. 251-252) and you just do it again, with the (new) 10th director participating. Must a Point of Order be raised (and upheld) at a meeting first, or is the election null and void on its own? Link to comment Share on other sites More sharing options...
jstackpo Posted January 25, 2012 at 03:49 PM Report Share Posted January 25, 2012 at 03:49 PM Right -- point of order, first.(Sentence first, verdict afterwards.) Link to comment Share on other sites More sharing options...
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