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What happens to unfinished business after an election of new members


grj

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Here we go. As stated in our Organization's Constitution: Formal duties after a regular election shall take place at the commencement of new business at the regular Board session held at the Annual Membership Meeting. What happens to unfinished business from the previous BOD Meeting? Do the Directors leaving the Board still vote on the Unfinished Business with the remaining members from the previous session? Or does it become "New Business " and under the "New BOD" which would include the New and remaining members? 

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Pages 588-591 will provide you with some basics for interpreting the By-laws.  However, in general, whatever is held over to the next meeting is taken up by the assembly at that meeting regardless of whether or not membership has changed.  And if someone is no longer a member of the group meeting (in this case the Board) then the person is no longer entitled to attend and certainly no longer has any rights of membership in that group.

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... in general, whatever is held over to the next meeting is taken up by the assembly at that meeting regardless of whether or not membership has changed....

 

But Edifying One, regardless of your and Mr Fish the Younger's (and my own, for that matter) concern for the charmingly eccentric surrealism of the quoted bylaws snipped, do you think p. 236 - 237 might apply, and we might ask Original Poster grj whether perhaps case ( b ) or ©  (also p. 488 - 489) applies?

 

["Snipped," above, is a typo for "snippet," but on reflection I like it as is.

So ...

... edited to append insight into the unprofessional editorial mind.

... or maybe, um... edited to type some more]

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Also grj should be clear that directors are either ON the board, and hence may vote on issues - motions - before the board, or NOT on the board, and hence have no board membership rights.

 

There is no such thing as a member "leaving the board" as a state of quasi-membership.

 

According to RONR, newly elected board members take office when their election is final; the "old" members, those whose terms are ending, go off the board instantly at that same moment.

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An organization is free to say when those elected take office. For example, the bylaws of some organizations state that the officers take office at the end of the annual meeting. The purpose of this is that they want the officers to have time to prepare for their tasks at the meeting, instead of stepping into the role cold. The statement from the constitution appears to have a similar purpose and it may exist so that the unfinished business is taken care of before the new board takes over. But it brings up several questions, like Does the new board meet with the old board for the first part of the meeting, or do they wait outside until it is time to have the changing of the guard? And if the new board isn't present during the first part, how are they going to be able to correct the minutes at the next meeting? But this phrase, "formal duties" also isn't clear to me. Does this mean that they will be performing "informal duties" up until mid-meeting? So, as I said, it is good to stay out of this one.

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Do the Directors leaving the Board still vote on the Unfinished Business with the remaining members from the previous session?

 

That would appear to be the case, although as others have noted, it is ultimately up to the organization to interpret its own bylaws.

 

Does the new board meet with the old board for the first part of the meeting, or do they wait outside until it is time to have the changing of the guard?

 

If the rule means what it appears to mean, this will be at the discretion of the board.

 

And if the new board isn't present during the first part, how are they going to be able to correct the minutes at the next meeting

 

Well, there's probably at least some members of the board who were re-elected.

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I would expect so, but there is not guarantee. If there were, they probably wouldn't see a need for a rule like this.

 

If a situation arises where there are no members re-elected, then if the rule means what it seems, it would certainly be prudent for the board to permit the soon-to-be board members to be present.

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