Termed out Board members voting in Board Elections

[Gary Novosielski]

I'm trying to take at face value the claim that the organization has a "self-perpetuating" board, but nothing I've seen here has made me value that face very highly.

Absent some other provisions of the bylaws that have not yet been hinted at, an annual meeting of the XXX Society means a meeting of the membership, at which the membership may exercise all of the basic rights of membership: among which are the right to attend, to make motions, to speak in debate, and to vote.

I'd be curious to know whether any such language is actually in the bylaws, or whether the board has pulled a fast one.

[Gary c Tesser]

Gary, remember when the Pacifica Foundation worked that way, pretty much from inception till the "Christmas Coup" around 2001, to be changed only consequent to three lawsuits?

[Dan Honemann]

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.

Daniel, based upon what you have posted, I think you have this all exactly right. The three Board members who were originally elected at your Annual Board Meeting in June 2010 should be (or now perhaps I should say "should have been") allowed to vote at your Annual Board Meeting in June 2012. Just ignore all that nonsense you find in post #19.

[Trina]

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.

I hope that's what it means (that would make sense, since the interval between annual meetings will almost always be a bit more or a bit less than 365 days... my 370 day example definitely was bothering me even as I wrote it).

However, the p. 573 citation doesn't really seem limited to that normal 'necessary grace period in scheduling annual meetings' situation:

"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.)"

I mean, the term of an incoming officer doesn't begin until an incoming officer has actually been elected, does it? If, by some error or misfortune, an incoming officer is not elected until, say, four months after the regular time for the annual meeting, would the citation pointed out by Mr. Honemann apply, or wouldn't it?

I guess I'm off to re-read the other parts of RONR that deal with terms of office (and I apologize in advance if I've asked a really bone-headed question here, in the midst of Guest_Daniel O's thread).

[David A Foulkes]

However, the p. 573 citation doesn't really seem limited to that normal 'necessary grace period in scheduling annual meetings' situation:

"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.)"

I mean, the term of an incoming officer doesn't begin until an incoming officer has actually been elected, does it? If, by some error or misfortune, an incoming officer is not elected until, say, four months after the regular time for the annual meeting, would the citation pointed out by Mr. Honemann apply, or wouldn't it?

But the term of an incoming officer doesn't necessarily begin at the moment of actual election. The term of office for elected officers begins either A) at the moment when the chair announces the results of the election voting (p. 444 ll. 28-29), or whenever the rules specify if not A (p. 573 ll. 28-31). B could be "at adjournment of the annual meeting at which they are elected", or perhaps "On September 1", or even some other specified date or time interval months ahead. We've seen this often here where officers/board members take office on January 1, having been elected at the September meeting. Until that term of office begins, the current term of office continues.

But -- p. 574 (with last word on p. 573) seems to leave me some doubt. If, at the AGM, the scheduled election for an office is not completed, when does the term of the sitting officer expire? If we go with 2 year terms, elections at the AGM on the last Sunday in June, then today it has been 2 years and 1 day figuring by the calendar, and two years four days figuring AGM to AGM (biennially speaking). On p. 574 l. 2, it reads "at the end of that time." If the election was not completed (on June 24) by "the end of that time[,] there [are] no officers" if new ones had not been elected. This suggests the term of office has a measurable ending, especially if successors are not elected.

If an adjourned meeting was arranged for, there may be hope. If not, the office is empty (not a vacancy) and a special election seems called for.

[Josh Martin]

But -- p. 574 (with last word on p. 573) seems to leave me some doubt. If, at the AGM, the scheduled election for an office is not completed, when does the term of the sitting officer expire? If we go with 2 year terms, elections at the AGM on the last Sunday in June, then today it has been 2 years and 1 day figuring by the calendar, and two years four days figuring AGM to AGM (biennially speaking). On p. 574 l. 2, it reads "at the end of that time." If the election was not completed (on June 24) by "the end of that time[,] there [are] no officers" if new ones had not been elected. This suggests the term of office has a measurable ending, especially if successors are not elected.

If an adjourned meeting was arranged for, there may be hope. If not, the office is empty (not a vacancy) and a special election seems called for.

If such an organization has neglected to include an "until their successors are elected" clause in their Bylaws, then the officer's term will end at the prescribed time for the election (presumably the annual meeting). If this results in an incomplete election, the position will be empty until the election can be completed.

The language on pg. 573 simply acknowledges the fact that an assembly will not hold its annual meetings exactly one or two years apart, and therefore the term of office must be defined based on the intervals between annual meetings rather than exact dates (unless the Bylaws provide otherwise). The pg. 573 language does not provide any protection in the case of an incomplete election - that's what the "until their successor is elected" clause is for.

And no, I don't think an assembly could string their current officers along by setting up adjourned meetings, if that's what you're suggesting in your last paragraph. An adjourned meeting is certainly still an excellent idea in the circumstances, but it will only shorten the time between officers, not eliminate it.

[David A Foulkes]

And no, I don't think an assembly could string their current officers along by setting up adjourned meetings, if that's what you're suggesting in your last paragraph. An adjourned meeting is certainly still an excellent idea in the circumstances, but it will only shorten the time between officers, not eliminate it.

Huh. Even as an adjourned meeting is a "continuation of the session"? I was under the impression that the adjourned meeting would also be considered (part of) the AGM session, and until it is adjourned without further continuation, the AGM was still "ongoing", and therefore the terms of office would also be "ongoing".

[Dan Honemann]

Huh. Even as an adjourned meeting is a "continuation of the session"? I was under the impression that the adjourned meeting would also be considered (part of) the AGM session, and until it is adjourned without further continuation, the AGM was still "ongoing", and therefore the terms of office would also be "ongoing".

David, I think it is important to keep in mind that what we are doing is attempting to interpret and apply a bylaw provision as best we can, using the tools provided by RONR. In this particular case, based solely on what has been posted, the answer to the question asked in post #1 seems clearly to be "yes". There is no rational basis for concluding that the terms of officers end exactly at the expiration of 730 (or 731) days, when what is so obviously intended by "years" in the bylaw provision referred to is Annual Meeting to Annual Meeting. As Daniel O. recognizes (see post # 10), this is admittedly not the best sort of provision to use (RONR, 11th ed., p. 573, l. 33 to p. 574, l. 3), but it is just plain silly to make it even worse than it really is.

However, having responded as best we can, I see no profit in pushing this any further by making up additional facts and circumstances. Sure, we all understand that an adjourned meeting is a continuation of the session of the immediately preceding meeting, and if this is what happens, the particular facts and circumstances existing at the time may lead to different opinions as to whether or not the terms of the outgoing officers have ended prior to the time when the terms of the incoming officers actually begin. This should come as no surprise.