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We have to approve an agenda before any meeting if you have something you want to talk about it has to be on the agenda.  at the last meeting the president resigned to become fire chief as he could not be both. Appointing a new fire chief was on the agenda so that left the president spot open but we still had enough members to hold a quorom and our bylaws say that the vice president acts as president of the board in the absence of the presedent but does not make him president.  at that meeting new officers were elected from the remaining board members but the election of new officers was not on the agenda would that make the election void as it was not on the agenda

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"We have to approve an agenda..." is not a rule in RONR.  So how demanding your rule (it has to be yours as it isn't RONR's) is with respect to introducing new matters, is something that you, collectively, will have to sort out for yourselves.

 

Even if an agenda is adopted, it can be amended later on in the meeting. It seems that is what you did, implicitly, when you went on to an election of new officers, particularly since there was (I presume) no objection to doing that at the time.  What determined that this meeting was for election of officers?

 

So I'd say the elections are all valid.  BUT you will have to check out the question I raised in the first paragraph.   (Maybe your rules say that all issues MUST be in the agenda ahead of time.  Then, that could present problems.   So check those rules).

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"We have to approve an agenda..." is not a rule in RONR.  So how demanding your rule (it has to be yours as it isn't RONR's) is with respect to introducing new matters, is something that you, collectively, will have to sort out for yourselves.

 

Even if an agenda is adopted, it can be amended later on in the meeting. It seems that is what you did, implicitly, when you went on to an election of new officers, particularly since there was (I presume) no objection to doing that at the time.  What determined that this meeting was for election of officers?

 

So I'd say the elections are all valid.  BUT you will have to check out the question I raised in the first paragraph.   (Maybe your rules say that all issues MUST be in the agenda ahead of time.  Then, that could present problems.   So check those rules).

one board of director just decided to do this with out it every being put on the agenda either before the meeting or during the meeting

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Hmm, there may well be a serious problem...

 

RONR requires (p. 575) that notice of elections MUST be given ahead of time.  (That can be in bylaws - setting an election date - or in a call for the meeting.)   Evidently that didn't happen, so per p. 251 (d), it seems clear that the elections are null and void.  Raise a point of order (p. 247) at the next meeting.

 

But, to be cooperative, tell the people in charge, members of the Board, I suppose,  that you are going to do that.  Perhaps there will be time to get a notice of elections out before the next meeting so you can do it right the next time.

 

But, when do you normally have elections?  That date should be in the bylaws.

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Hmm, there may well be a serious problem...

 

RONR requires (p. 575) that notice of elections MUST be given ahead of time.  (That can be in bylaws - setting an election date - or in a call for the meeting.)   Evidently that didn't happen, so per p. 251 (d), it seems clear that the elections are null and void.  Raise a point of order (p. 247) at the next meeting.

 

But, to be cooperative, tell the people in charge, members of the Board, I suppose,  that you are going to do that.  Perhaps there will be time to get a notice of elections out before the next meeting so you can do it right the next time.

 

But, when do you normally have elections?  That date should be in the bylaws.

elections of board memners are in january then after elections the board nominates officers

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 . . . our bylaws say that the vice president acts as president of the board in the absence of the president but does not make him president. 

 

You might want to double-check that. RONR also says the the vice-president serves as the presiding officer (at meetings) when the president is absent. But in your case, the president isn't "absent", there is no president (i.e. no one to be absent). In the case of such a vacancy (not an "absence"), RONR says the vice-president becomes the president. Of course your rules may vary but I think it's worth another look.

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OK then.  But why are you having elections now, in June?

we have no president and if vice president becomes president who is president and if one of the other officers become vice like secretary or treasure then we do not have one of those and the president can only appoint board members not officers

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we have no president and if vice president becomes president who is [vice-]president and if one of the other officers become vice like secretary or treasure then we do not have one of those and the president can only appoint board members not officers

 

For one thing, nothing in RONR prevents the secretary or treasurer from also serving as vice-president. In small organizations it's not at all uncommon for the same person to serve as, for example, both secretary and treasurer.

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we have no president and if vice president becomes president who is president and if one of the other officers become vice like secretary or treasure then we do not have one of those and the president can only appoint board members not officers

If the V-P becomes President, he is, well, President.  And the V-P position is vacant.

 

At that point you look at your bylaws to see how vacancies are filled in offices and board memberships, which, at this point would be the V-P only.

 

If the bylaws are silent, you do hold an election for the V-P in the same manner that your held that election back in January. 

 

Do the bylaws actually say that the President has the power to appoint Board members?  If not, then you hold an election (presumably with the general membership voting) to fill the Board vacancy, again in the same way that the election was held last January.

 

And be sure to give notice for all or any of these elections.

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we have no president and if vice president becomes president who is president and if one of the other officers become vice like secretary or treasure then we do not have one of those and the president can only appoint board members not officers

If the president's resignation has been duly accepted, you have still got a president. Until the resignation was accepted, that person was the vice-president.

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We have to approve an agenda before any meeting if you have something you want to talk about it has to be on the agenda.  at the last meeting the president resigned to become fire chief as he could not be both. Appointing a new fire chief was on the agenda so that left the president spot open but we still had enough members to hold a quorom and our bylaws say that the vice president acts as president of the board in the absence of the presedent but does not make him president.  at that meeting new officers were elected from the remaining board members but the election of new officers was not on the agenda would that make the election void as it was not on the agenda

The president was not "absent" after he resigned, he was just the ex-president, so what the bylaws say about absences does not apply.

 

Unless your bylaws state that a vacancy in the office of president in particular is NOT filled by the vice president, then the VP has already become president, and you have no need to fill that office.  You do, however, need to get a new VP.

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