Timing of constitutional changes and election

[simcha]

Dear forum members,

 

I need some help untangling this. Our organization meets annually in June, at which time all the offices change hands. We have an election coming up in spring 2014. Our board would like to change the makeup of the board, which requires constitutional changes. For various reasons, the board would like to make the change effective right away, before the election -- but this would put some elected officers out of office before their terms are up. And the revision would create a new office, which would be vacant until the spring election.

 

So, my problem is how to best schedule the constitutional revisions with the election. If we revise the constitution effective in June, can we nominate people for an office before it exists and just assume the membership will approve the changes in the constitution? It seems disrespectful to me to consider the membership a rubber stamp.

 

Can anyone help me with this tangle?

Many thanks.

[Randyl Kent Plampin]

Greetings:

 

Simply have the Board or Nominating Committee, whichever the case may be, adopt two separate nominating reports, one for the case in which the assembly has rejected the proposed bylaws amendments, and the other report for the case in which the assembly has approved the bylaw amendments. At the meeting the reporting officer or committee member then presents the report that fits the particular set of circumstances.

 

However, the Board or Nominating Committee may need to be quick on its feet in the outside chance that the assembly may amend the proposed bylaw amendments and retain some offices that the amendments expected to eliminate. You would then be left with a situation somewhere in between the two reports. If that is a possibility you may wish to consider individual nominating recommendations and the reporting officer would present as many of them as the resulting offices left standing.

 

Best regards,
Randyl Kent Plampin

[Bruce Lages]

You say that the board would like to make these changes right away, before the election, but then ask about whether the membership will approve the constitutional changes. Who has the power to amend the constitution? If the membership must approve any such amendments, and you only meet annually in June, then I don't see how you can make any changes before that. Or are there additional membership meetings scheduled before next June, or do your bylaws allow special membership meetings to be called?

[Josh Martin]

You say that the board would like to make these changes right away, before the election, but then ask about whether the membership will approve the constitutional changes. Who has the power to amend the constitution? If the membership must approve any such amendments, and you only meet annually in June, then I don't see how you can make any changes before that. Or are there additional membership meetings scheduled before next June, or do your bylaws allow special membership meetings to be called?

 

I think the board is recommending the changes to the membership, and their hope is for the membership to approve the changes at the June meeting, but before the elections are held.

 

Back to the original question, while I don't see anything improper about Mr. Plampin's strategy, I'd note that it would also be perfectly appropriate and understandable for the nominating committee to just nominate candidates for the offices which currently exist, and the assembly can fill any newly created offices with nominations from the floor.

[Bruce Lages]

Josh -

Perhaps your interpretation is correct, but it seems to me that when you put the following two statements from the original post together:

 

"For various reasons, the board would like to make the change effective right away, before the election"

and

"but this would put some elected officers out of office before their terms are up"

 

it sure sounds like wanting to have the change occur before the June election meeting (at which JoyK stated that all the offices change hands, so it appears that all the terms will be up at that meeting).

 

JoyK - if you're still reading this can you clarify for us?

[simcha]

Thank you all for your thoughts. I may not have been entirely clear -- apologies, but it's complicated. The organization conducts its elections in online votes, not at the annual meeting. So the election will take place in April, and the new officers are determined before the annual meeting ever starts.  The constitutional revision will also be approved in an online vote. (In recent years we have shifted to online voting as a way of involving more members. Many can't travel to attend the meetings.)  There is a sense of urgency on the board to streamline the board and council so that fewer people need to attend the midwinter meeting in January. It was proposed to arrange this vote for fall. But, as I said, some offices would then be eliminated before the terms are up.

[jstackpo]

It is always possible, and proper, to adopt "provisos" right along with bylaw amendments (p. 597) that either delay implementation of bylaws or set up some sort of transition schedules that smooth things out.

 

Perhaps some detail planning will let you do that.

[simcha]

Should I tell the board that the changes cannot take effect right away?  I know we can delay implementation of the changes -- the problem is that the board doesn't want to, and I'm not sure whether that's OK.

[sMargaret]

Just to confirm, your bylaws do specifically allow for online voting, right?

[Josh Martin]

it sure sounds like wanting to have the change occur before the June election meeting (at which JoyK stated that all the offices change hands, so it appears that all the terms will be up at that meeting).

 

It appears that your concerns were well-founded.

 

The organization conducts its elections in online votes, not at the annual meeting. So the election will take place in April, and the new officers are determined before the annual meeting ever starts.  The constitutional revision will also be approved in an online vote. (In recent years we have shifted to online voting as a way of involving more members. Many can't travel to attend the meetings.)  There is a sense of urgency on the board to streamline the board and council so that fewer people need to attend the midwinter meeting in January. It was proposed to arrange this vote for fall. But, as I said, some offices would then be eliminated before the terms are up.

 

Firstly, I hope that this "online voting" is authorized in your bylaws, or it's not valid.

 

Should I tell the board that the changes cannot take effect right away?  I know we can delay implementation of the changes -- the problem is that the board doesn't want to, and I'm not sure whether that's OK.

 

It is in order for the changes to take effect right away (although it may not be the best idea). It is not in order for them to take effect before the constitution is approved, however, which is what it seems the board is trying to do. Am I correct that the online voting for the constitution and the elections will take place at the same time? If this is the case, there's no need to worry about making nominations for those positions, since you won't be able to vote on them. You can't vote on positions which don't actually exist yet.

 

If the constitution is approved before the elections, then you could elect the new positions.

[simcha]

Yes, a few years ago we changed the constitution/bylaws to specifically allow online voting, so that part's ok.

 

So here is the timetable:

Vote in fall to change the constitution -- altering officers & board membership.

Some officers would then be out of office right away.

January midwinter meeting with newly- streamlined board, minus the new office that exists but we haven't yet elected.

April election of new officers.

June, new officers take office, including the newly-created one.

 

I gather from the comments that this is all ok -- but I'm sure you can see why I was concerned to get things right. Do correct me if

this plan is not proper.  Thank you!!

[Josh Martin]

Yes, a few years ago we changed the constitution/bylaws to specifically allow online voting, so that part's ok.

 

So here is the timetable:

Vote in fall to change the constitution -- altering officers & board membership.

Some officers would then be out of office right away.

January midwinter meeting with newly- streamlined board, minus the new office that exists but we haven't yet elected.

April election of new officers.

June, new officers take office, including the newly-created one.

 

I gather from the comments that this is all ok -- but I'm sure you can see why I was concerned to get things right. Do correct me if

this plan is not proper.  Thank you!!

 

Based on the additional facts, yes, everything seems to be in order. Given the amount of time between the vote on the constitution and the election, it seems the original question about the nominating committee is moot.

 

The board could devise a proviso that would handle the transition more smoothly, if it wished. The new provisions do not necessarily need to all take effect at the same time. The proviso could state that anyone currently in office will continue serving until the annual meeting. This would still allow the assembly to elect the newly created officer at the elections in April (since everything else would take effect immediately), but it would also allow the current officers to serve a full term. If the board wishes, however, it is in order (although some might consider it rude) to have everything take effect immediately and force the eliminated officers out before the usual end of their term. Since the board doesn't have the final say, the board might also wish to consider whether the membership might have an opinion on this subject.

[simcha]

Josh,  Thank you for this very good suggestion. Yes, the sense of rudeness is one of the things I was concerned about. I wasn't sure whether it was in order for the board to do this.

 

Everyone, thank you for helping me think through the issues. Much appreciated.

[Bruce Lages]

JoyK - we're glad we could help, and please don't hesitate to come back again if you have more questions.