Duties of a Standing Committee

[Jerry1941]

Small non-profit corporation with nine (9) Standing Committees one of which is the “Election Committee”. Our Standing Rules, which identifies the duties of the Standing Committees, states in part (for the election committee) the following:  “The Election Committee is responsible for filling the slate of required candidates for Board Directors to at least one over the vacancies.”

Neither our By-Laws or Standing Rules identifies the steps to be taken in the event that the Election Committee is unable to comply with this requirement. This happens regularly. We have amended the By-Laws to include a process whereby the filling of the expiring Director positions (vanancies) is filled at the Annual Membership Meeting by nominations from the floor and/or volunteers from the floor (of course they are voted on). If the needed number of Directors remains unfilled at the close of the AMM, the BOD will appoint enough members to fill the Board to full strength at or before the next regularly scheduled or Special called BOD meeting.

This process does not relieve the Election Committee from complying with the Standing Rules as written (the requirement is still there).

 

Question! Should we amend the duties of the Election Committee to include instructions as to the steps necessary when this event occurs? And, is there any place in RONR that provides clues for what these steps should be, or does anyone have a recommendation? Our By-Laws and Standing Rules are silent on this issue.

[Transpower]

See RONR (11th ed.), pp. 433-436, for information about a nominating committee, which is really what your "election" committee is.  I recommend that your assembly elect the members of the nominating committee, not be appointed, RONR (11th ed.), p. 433, ll.10-12.

[Gary Novosielski]

You don't need bylaws language to say that nominations from the floor will be taken.  They must be taken regardless of whether the election nominating committee report contains the proper number of names or not.

 

And if your seats are not filled at the conclusion of the AGM, you have an incomplete election and must continue to vote until it's completed either at the AGM or at an adjournment of it, or another meeting called for that purpose.  An incomplete election does not create "vacancies" that can be filled by appointment.

[Guest Edgar]

And if your seats are not filled at the conclusion of the AGM, you have an incomplete election and must continue to vote until it's completed either at the AGM or at an adjournment of it, or another meeting called for that purpose.  An incomplete election does not create "vacancies" that can be filled by appointment.

 

Apparently their bylaws say otherwise:

 

We have amended the By-Laws . . .  If the needed number of Directors remains unfilled at the close of the AMM, the BOD will appoint enough members to fill the Board to full strength at or before the next regularly scheduled or Special called BOD meeting.

 

Of course the board can't do anything before a board meeting, it can only act at a board meeting.

[Jerry1941]

Could I have some additional clarification? I have read the RONR (11th ed.), p. 433 and am confused. We do NOT elect officers at the AMM, only Directors. p. 433-441 details the process for the election of officers. Our officers are elected/selected by the BOD at their caucus (after the results of the election are announced) prior to the conculsion of the AMM. The only place that I can find concerning the election of Directors is p.441 ll 11-24. Is there additional guidance in RONR concerning the election of Directors?

[Jerry1941]

This is a question for Gary Novosielski.

You stated: "And if your seats are not filled at the conclusion of the AGM, you have an incomplete election and must continue to vote until it's completed either at the AGM or at an adjournment of it, or another meeting called for that purpose.  An incomplete election does not create "vacancies" that can be filled by appointment."

What did you mean with the statement "or at an adjournment of it, or another meeting called for that purpose"? Please clarify.

[Gary Novosielski]

If the election was not completed, the AGM instead of simply adjourning could be adjourned to (meet at) another time (or place) to complete its business.  This is called an "adjourned meeting", and is considered part of the same session as the original meeting.  Business picks up where it left off.

 

A called meeting would be a special meeting, in this case for the specific purpose of completing the election.  Special meetings must be provided for in the bylaws, or they can't be called.

[Guest akt22]

My questions is similar to Jerry1941.  Our bylaws discuss election of officers but not election of board of directors. Our organization has several additional board positions.  Chair and Co-chair's for example:  Spirit, Fundraising, Publicity, etc.  We sent out a nominating form to all parents listing open positions.  Forms were returned.  We have a nominating committee who reviewed the forms and vote on who takes the various positions.  In the past the new board members were announced at the general meeting.  I have searched and searched RONR and cannot find where talks about electing board of directors.  Also, do we have to take nominations from the floor since the general membership were given an opportunity to nominate prior to the nominating committee's review of the nominating forms?  I would appreciate your guidance.  

Thank you

[Thomas Ralph]

I'm not at all sure that this is a similar question. This board works much better when new questions are opened in new threads so they can be given the attention they deserve.

[Gary Novosielski]

My questions is similar to Jerry1941.  Our bylaws discuss election of officers but not election of board of directors. Our organization has several additional board positions.  Chair and Co-chair's for example:  Spirit, Fundraising, Publicity, etc.  We sent out a nominating form to all parents listing open positions.  Forms were returned.  We have a nominating committee who reviewed the forms and vote on who takes the various positions.  In the past the new board members were announced at the general meeting.  I have searched and searched RONR and cannot find where talks about electing board of directors.  Also, do we have to take nominations from the floor since the general membership were given an opportunity to nominate prior to the nominating committee's review of the nominating forms?  I would appreciate your guidance.  

Thank you

 

Members of the board of directors are usually considered to be officers.  Is there some reason you could not follow the provisions in your bylaws for election of officers?