first annual meeting and elections

[Guest kohle]

We will be holding our first annual meeting and we have 3 openings on our board to fill. We also need to elect officers. Our by-laws state:

1) Newly elected Directors shall assume office at the first Board of Directors meeting following their election.

2) The Officers shall be elected from among the Board of Directors at each annual meeting of the Directors and shall serve for one year and until their successors are elected and qualified.

My question involves when the officer elections occur? Does that happen after the new members are elected? I am confused because of the statement "newly elected Directors shall assume office at the first Board of Directors meeting following their election."

Does this make sense? We start the meeting with the election of new board members, then, technically, the newly elected directors can join the board and participate in the election of officers?

Any help would be greatly appreciated.

[Dan Honemann]

We will be holding our first annual meeting and we have 3 openings on our board to fill. We also need to elect officers. Our by-laws state:

1) Newly elected Directors shall assume office at the first Board of Directors meeting following their election.

2) The Officers shall be elected from among the Board of Directors at each annual meeting of the Directors and shall serve for one year and until their successors are elected and qualified.

My question involves when the officer elections occur? Does that happen after the new members are elected? I am confused because of the statement "newly elected Directors shall assume office at the first Board of Directors meeting following their election."

Does this make sense? We start the meeting with the election of new board members, then, technically, the newly elected directors can join the board and participate in the election of officers?

Any help would be greatly appreciated.

It would appear that directors are elected at the membership's annual meeting, and then officers are elected at the next meeting of Directors. In other words, these appear to be two different meetings. The membership elects directors and the directors elect the officers.

[David A Foulkes]

2) The Officers shall be elected from among the Board of Directors at each annual meeting of the Directors and shall serve for one year and until their successors are elected and qualified.

It would appear that directors are elected at the membership's annual meeting, and then officers are elected at the next meeting of Directors. In other words, these appear to be two different meetings. The membership elects directors and the directors elect the officers.

Is the assumption then that the first meeting of the Directors after the annual general membership meeting is the annual meeting of the Directors? Or would the bylaws need to define/specify that?

[Dan Honemann]

Is the assumption then that the first meeting of the Directors after the annual general membership meeting is the annual meeting of the Directors? Or would the bylaws need to define/specify that?

It's an assumption that I have made, and if the bylaws say otherwise, than I'm wrong. The more significant assumption which I made is that there are, in fact, two separate entities, a membership and a board of directors.

[sMargaret]

Presumably, your bylaws also give directions as to how directors are elected, and like Mr. Honemann, I'm also assuming that they are elected at an annual GENERAL meeting - a meeting of all members, as opposed to just directors and/or officers.

I am curious as to how this is done - you have 3 director positions open, one year terms as officers, and this is your first annual meeting? Do people serve a longer term as director than they do as an officer? Or do you really only have 3 people on your Board?

[Guest kohle]

It has been a very confusing journey as we have morphed over the year. We originally had 6 members of a "Founding Board" who worked to open a charter school this summer. The state agreed to grant us a charter, but 2 members had to resign at that point because of a conflict of interest. (One became a paid director and the other was his spouse.) In order to move on with the state, we had to vote as a board to fill these original "founding board members" with two interim members and then we became the official Board of Directors.

Now, three months later, school is open, we have a population to pick from and we need to have our annual GENERAL meeting. The voters are parents/guardians of students who attend the school. We are looking to elect 3 members - 2 to replace the interim positions and 1 more because we do not want a 6 member board. These are for 3 year terms. 4 members are remaining on the board because their terms are not up.

By-laws:

All successor Directors shall be elected by the eligible voters of the school community at an election held each year at the annual meeting. The positions of those Directors whose terms have expired shall be open to be filled by those members eligible to vote. Eligible voters shall be the parents or guardians of any children currently attending the school. Elections shall be conducted using secret ballots.

The problem in my mind is not the election of the new board members. It is when and how the officers get voted on. Our by-laws say that:

1) Newly elected Directors shall assume office at the first Board of Directors meeting following their election.

2) The Officers shall be elected from among the Board of Directors at each annual meeting of the Directors and shall serve for one year and until their successors are elected and qualified.

Do we need to look at amending the by-laws to be more specific. Maybe we could have elections of board members at the annual meeting and change the election of officers to the first meeting held AFTER the annual meeting?

Your thoughts have been extremely helpful!

[Trina]

Is the number of board members not precisely specified somewhere in your bylaws (since you say you 'do not want a 6 member board')? If six directors are specified, you can't just add a seventh director without changing the bylaws.

Is the 'annual meeting of the Directors' defined somewhere else in the bylaws?

[Guest kohle]

It states "not less than 5, not more than 7"

I can't find any other reference to the annual meeting except what I have written here.

Like I said, we are an entirely new entity and learning as we go... trying to do things the right way!

[JohnR]

Your school community needs to decide exactly when the "annual meeting of the Directors" takes place. Preferably, this should be done by amending your bylaws to make it completely clear. In the meanwhile, it's open to interpretation. I find it quite reasonable to assume the Directors' annual meeting is their first meeting when they take office.

[sMargaret]

It would be logical to assume that the annual directors' meeting follows the annual general meeting.

I do find it odd that there were "interim directors" - if there is a method of replacing directors throughout the year, typically they would finish the term of the director they are replacing.

So at your annual general meeting (attended by parents), you'll be voting in 3 new directors, and at your next director's meeting (attended by directors), they will hold elections from among themselves to elect the new president, vice president, treasurer, secretary, etc (as the officer terms are for one year). From the wording, it looks to me like the new officers would take office immediately once elected - so the person chairing may change during the meeting.

I do trust that your general members realize that they won't be electing a president or a treasurer - they just elect directors, and then the directors decide who fills what position. Sometimes this causes confusion.

[Guest kohle]

Thank you so much for all of your responses. This year has been crazy. Our by-laws state that we will hold our annual meeting yearly in June of each year but this year, we didn't sign a contract to exist until August and we didn't have a student population until October 1st. That is why we had to go with an interim Board of Directors.

Next year we will be able to hold the annual meeting correctly in June things will go much more smoothly... I hope.

Thanks again.

[JohnR]

It sounds like you did the best you could. But consider that your organization's existence doesn't depend on signing a contract. Unless the law provides otherwise, you exist until the members vote to dissolve. Until then, you should be following the requirements of your bylaws, such as the timing of the annual meeting, the terms of office, and provisions for filling vacancies.

[Gary Novosielski]

I think it needs to be emphasized again that a meeting of the membership and a meeting of the directors are two separate and distinct meetings.

If the membership has the power to elect directors, then that has to be done at the (presumably annual) meeting of the membership.

Those directors then take their seats on the board beginning with the next board meeting. This is commonly called an Organizational meeting, but your bylaws may refer to it as the Annual meeting of Directors. In any case, that is typically where election of officers is done, in organizations where the board elects officers from among its own members. It sounds like that may be what your bylaws are attempting to describe, albeit awkwardly.

The important thing to remember is that the membership and the board are two different entities (though there may be overlap in who is a member of each) and they would therefore have two distinct meetings.