Termed out Board members voting in Board Elections

[Guest Daniel O]

This question came up at our annual meeting earlier this month. We currently have five members on our Board of Directors. Our bylaws state: "...terms shall be for two years. Elections of new Directors shall take place at the XXX’s Annual Meeting as specified in these Bylaws." and "Voting requirement are as follows. Changes in the XXX Bylaws, Articles of Incorporation, or Mission Statement, as well as election or removal of Directors will require a two-thirds majority vote by all present and voting."

Three of the five Directors had completed their current 2-year term, and all three were being re-nominated for new terms. The question was whether the termed-out Board members should be permitted to vote.

Thanks in advance for your input.

[sMargaret]

I'm not sure I understand - was there not an election held at the AGM? Are the AGMs not held a year apart? Is this to vote on the board, or to vote as a general member?

[Chris Harrison]

Members of the body which is meeting have a right to vote.

[Trina]

This question came up at our annual meeting earlier this month. We currently have five members on our Board of Directors. Our bylaws state: "...terms shall be for two years. Elections of new Directors shall take place at the XXX’s Annual Meeting as specified in these Bylaws." and "Voting requirement are as follows. Changes in the XXX Bylaws, Articles of Incorporation, or Mission Statement, as well as election or removal of Directors will require a two-thirds majority vote by all present and voting."

Three of the five Directors had completed their current 2-year term, and all three were being re-nominated for new terms. The question was whether the termed-out Board members should be permitted to vote.

Thanks in advance for your input.

Unless these three directors were not actually general members of the organization, of course they had the right to vote at the annual general membership meeting. That is a basic right of membership. You're asking this question about a meeting that has already gone by -- were these people denied the right to vote because they were nominees?

One naturally assumes that each nominee will vote for him/herself (at least I would hope they think highly enough of their own qualifications to do so).

[Guest Daniel O]

Sorry, still somewhat new to Robert's Rules. Additional information that hopefully helps to address your question.

We are a non-profit organization. Membership does not vote; voting is by the members of the BoD.

[Chris Harrison]

We are a non-profit organization. Membership does not vote; voting is by the members of the BoD.

That is quite strange. Who says that only Board members get to vote at Membership meetings and do they have a citation to back up their claim?

[Guest Edgar]

Three of the five Directors had completed their current 2-year term, and all three were being re-nominated for new terms. The question was whether the termed-out Board members should be permitted to vote.

Don't you think Barack Obama is going to vote for his re-election in November?

[sMargaret]

Was this an annual general meeting, or an annual board meeting?

How are people elected to the board, if not by the general members?

[Trina]

Sorry, still somewhat new to Robert's Rules. Additional information that hopefully helps to address your question.

We are a non-profit organization. Membership does not vote; voting is by the members of the BoD.

Well, Chris H.'s comment in post #3 still works:

Members of the body which is meeting have a right to vote.

Were the three people in question still members of the BOD at the time of the election? If so, they had the right to vote, independent of the fact that they were also nominees. Are you uncertain whether they were still members of the BOD at the time of the election meeting?

[Guest Daniel O]

First to address a question asked above. This was an Annual Board Meeting. Sorry to not make that clear at the outset.

Well, Chris H.'s comment in post #3 still works:

Were the three people in question still members of the BOD at the time of the election? If so, they had the right to vote, independent of the fact that they were also nominees. Are you uncertain whether they were still members of the BOD at the time of the election meeting?

I think this gets at the core of the question raised at our Board meeting. The three people in question were elected at the annual Board meeting two years ago and therefore had Board terms that were ending. Perhaps it is a lack of clarity in our bylaws about when exactly a Board term ends that is the problem. If there was language that said Board members serve until new members are elected, that would help clarify.

I really appreciate all the feedback.

Thanks.

[Guest Edgar]

I think this gets at the core of the question raised at our Board meeting. The three people in question were elected at the annual Board meeting two years ago and therefore had Board terms that were ending. Perhaps it is a lack of clarity in our bylaws about when exactly a Board term ends that is the problem. If there was language that said Board members serve until new members are elected, that would help clarify.

Presumably you'd hold elections before the terms expired. Especially since the board elects its own members. And I hate to ask but are you really sure that the board elects its own members at the "annual meeting" (of the board)? You said your bylaws say, "Elections of new Directors shall take place at the XXX’s Annual Meeting". I'm assuming that "XXX" is not "board" but rather the name of the association. No?

[Trina]

First to address a question asked above. This was an Annual Board Meeting. Sorry to not make that clear at the outset.

I think this gets at the core of the question raised at our Board meeting. The three people in question were elected at the annual Board meeting two years ago and therefore had Board terms that were ending. Perhaps it is a lack of clarity in our bylaws about when exactly a Board term ends that is the problem. If there was language that said Board members serve until new members are elected, that would help clarify.

I really appreciate all the feedback.

Thanks.

How are the terms of the board members defined in the bylaws?

[Guest Daniel O]

How are the terms of the board members defined in the bylaws?

Our bylaws state: "...terms shall be for two years. Elections of new Directors shall take place at the XXX’s Annual Meeting as specified in these Bylaws."

That is the only language addressing the terms of the Board members currently in our bylaws.

[Guest Edgar]

Elections of new Directors shall take place at the XXX’s Annual Meeting as specified in these Bylaws."

And you're still saying that that annual meeting is the annual meeting of the board?

[Chris Harrison]

Daniel O., is there a General Membership with voting members as well as a subset of that Membership constituting the Board which is a separate body? If so, is this Annual Meeting you keep referring to a meeting of the Board or of the General Membership?

[sMargaret]

Daniel, I'm still left puzzled.

One interpretation of your question is: The board just held a meeting, and you're not sure if some of the board members are actually still board members in order to vote at board meetings, as they were elected (say May 2010), they have a 2 year term, and this meeting was held June 2012. In that case, I'd say that no, they shouldn't vote, as they aren't members, and that the organization should be more careful with either scheduling meetings or holding elections.

But then we get the annual meeting part of this, and mention of members being renominated...

By any chance, is the annual GENERAL meeting coming up, at which the question of voting for these directors who have been nominated, is coming up? And is this meeting that you're asking about nothing to do with elections?

[Guest Edgar]

If so, is this Annual Meeting you keep referring to a meeting of the Board or of the General Membership?

And just to be clear, I don't doubt that there may be an annual meeting of the board, I just question whether that's the meeting where the directors are elected, given the bylaws cited (not to mention that it's pretty unusual for a board to elect its own members).

In other words, Mr. O, does "XXX" stand for the name of your organization or for the board?

[Guest Daniel O]

Thank you everyone for your feedback and patience. To (hopefully) answer the questions above:

- We have a "self-perpetuating Board," (i.e. the Board nominates and elects it's own members).

- The Board meets every other month, with one extended "Annual Meeting" that includes Board nominations, elections, and strategic planning, in addition to regular Board business.

- The "Annual Meeting" is a meeting of the Board only. This is not a general membership meeting.

- The 3 Board members in question were originally elected at the Annual Board Meeting in June 2010. They were renominated at the Annual Board meeting in June 2012 (two weeks ago) for new 2 year terms. Elections immediately followed nominations.

The question that was raised is whether the 3 re-nominated Board members should have been permitted to vote.

In continuing to research this, in part thanks to the questions here, I feel like I have come up with an answer. The short answer is

"Yes, they should be permitted to vote."

The longer answer is we should clean up this process a bit by having nominations completed in advance of the Annual Board meeting and add some clarifying language to our bylaws similar to what I suggested in one of my earlier posts regarding Board terms ending after new Board members are elected.

Thanks all. Signing off for today, but will definitely check back tomorrow for any additional feedback.

[Trina]

Our bylaws state: "...terms shall be for two years. Elections of new Directors shall take place at the XXX’s Annual Meeting as specified in these Bylaws."

That is the only language addressing the terms of the Board members currently in our bylaws.

Thank you everyone for your feedback and patience. To (hopefully) answer the questions above:

- We have a "self-perpetuating Board," (i.e. the Board nominates and elects it's own members).

- The Board meets every other month, with one extended "Annual Meeting" that includes Board nominations, elections, and strategic planning, in addition to regular Board business.

- The "Annual Meeting" is a meeting of the Board only. This is not a general membership meeting.

- The 3 Board members in question were originally elected at the Annual Board Meeting in June 2010. They were renominated at the Annual Board meeting in June 2012 (two weeks ago) for new 2 year terms. Elections immediately followed nominations.

The question that was raised is whether the 3 re-nominated Board members should have been permitted to vote.

In continuing to research this, in part thanks to the questions here, I feel like I have come up with an answer. The short answer is

"Yes, they should be permitted to vote."

The longer answer is we should clean up this process a bit by having nominations completed in advance of the Annual Board meeting and add some clarifying language to our bylaws similar to what I suggested in one of my earlier posts regarding Board terms ending after new Board members are elected.

Thanks all. Signing off for today, but will definitely check back tomorrow for any additional feedback.

With this kind of definition of terms, it should be a simple matter of finding the date when their terms started. If, for example, the 2010 election meeting was on June 10, 2010 and the 2012 meeting was on June 8, then the members' term would not quite be up, and they could vote. On the other hand, if this year's meeting took place on June 24, their terms would have expired prior to the meeting. I'm guessing this is the determination you've made when coming up with your 'short answer.'

I think you're right that the bylaws could stand some modification to avoid this problem in the future. Otherwise you'll have departing board members allowed to vote at some annual meetings, and not allowed to vote at other annual meetings, all based on the spacing between annual meeting dates.

edited to add:

Guest_Daniel, in case you return to read further responses in your thread:

On further reading and reflection, I concur with Mr. Honemann's comment labeling most of what I wrote above as 'nonsense' .

The part I've now underlined still makes sense, though, especially if members of your organization find the current bylaws unclear on these issues.

[Dan Honemann]

With respect to bylaw provisions relating to terms of office, RONR (11th ed., p. 573, ll. 28-33) says that:

"The length of the terms of office should be prescribed; and unless the terms are to begin at the instant the chair declares each officer elected, the time when they are to begin must be specified. (In either case, the terms of the outgoing officers end when those of the incoming officers begin.)"

[Trina]

With respect to bylaw provisions relating to terms of office, RONR (11th ed., p. 573, ll. 28-33) says that:

"The length of the terms of office should be prescribed; and unless the terms are to begin at the instant the chair declares each officer elected, the time when they are to begin must be specified. (In either case, the terms of the outgoing officers end when those of the incoming officers begin.)"

Are you saying (or implying) that this parenthetical phrase means a term defined as a fixed interval, such as 'one year', does not actually end exactly when the one year has expired, even if no successor has yet been elected? Or does it only mean that someone's actual time in office might end up being a bit shorter than the defined term (e.g. if the next year's election takes place 363 days later, the very fact that a new officer has been elected means that the incumbent's term is over 2 days short of one year)?

I don't think it's to be read as allowing a longer term of office (when term of office is defined as a fixed interval), is it? For example, if the next year's election takes place 370 days later, I assume on office defined with a one-year term would simply be empty for 5 days prior to the election. Perhaps I've been wrong in that assumption. (And, if someone wants to chime in about leap years... please consider it mentioned )

[Dan Honemann]

Are you saying (or implying) that this parenthetical phrase means a term defined as a fixed interval, such as 'one year', does not actually end exactly when the one year has expired, even if no successor has yet been elected? Or does it only mean that someone's actual time in office might end up being a bit shorter than the defined term (e.g. if the next year's election takes place 363 days later, the very fact that a new officer has been elected means that the incumbent's term is over 2 days short of one year)?

I don't think it's to be read as allowing a longer term of office (when term of office is defined as a fixed interval), is it? For example, if the next year's election takes place 370 days later, I assume on office defined with a one-year term would simply be empty for 5 days prior to the election. Perhaps I've been wrong in that assumption. (And, if someone wants to chime in about leap years... please consider it mentioned )

The answer to your initial question is "yes". Your assumption is incorrect.

[Trina]

The answer to your initial question is "yes". Your assumption is incorrect.

Interesting. So someone elected for a fixed term simply remains in office until his/her successor is elected?? In exactly the same way that someone remains in office if the term of office explicitly contains the phrase 'until successors are elected'? That certainly is quite different than what has been said in many posts on this forum (when a question is asked as to what happens when an organization has no nominees for a particular position, or when there is no quorum at an AGM so no election at all takes place, to give just a few examples). Regular posters always ask, "how are your terms of office defined?" So, that is apparently an irrelevant question...

[David A Foulkes]

Trina - what I understood Mr. Honemann's reply to mean was that a term of 1 year (with no further qualification) did not reference a 365 (or 366) day interval, but rather the period from one scheduled election to the next. Thus, the officer of a society that holds the election meeting on the second Sunday of March may find himself serving more or fewer (hello, JD) than 365 days. But I'll be interested to see how this gets clarified.

[Guest Edgar]

I guess I'm the only one still puzzled (though I won't lose any sleep over it) by the fact that Mr. O chose to cite the bylaws as follows:

"Elections of new Directors shall take place at the XXX’s Annual Meeting as specified in these Bylaws."

If this refers to the annual meeting of the board then "XXX" stands for "board" and I can't see why Mr. O would want to keep that a secret.