Election & Proposed Amendments to ByLaws at same meeting

[jtc0601]

I am in need of some good sound advice please!  I apologize in advance for the length.  As the Chair of the Nominating Committee I have some concerns/questions on how to plan for our Annual Elections in August.   

 

Here is the background:

 

Our Organization is undergoing some major changes from the lack of leadership of our previous BOD so we will be electing an entire new BOD at our Annual Meeting in August.  We have a ByLaws Committee in the process of drafting (major in my opinion) proposed changes to our ByLaws & the current President, (Interim President) an ex-officio of the Committee wants it voted on at the Annual Meeting before the Elections & to take effect immediately.  

 

Our current ByLaws have 5 BOD with duties.  The ByLaws Committee is proposing to change the structure by splitting into 5 Directors, 5 Officers of Standing Committees & a Sargent at Arms.  I don’t believe they’ve completed the duties of each committee yet.  The Directors would be voted in by the General Membership.  The President with a majority vote from the Directors will appoint the Officers.  The Officers will have voting rights along with the Directors.  The President is to be ex-officio of all Committees & the Treasurer will be ex-officio of the Finance Committee.  They want to send the proposed changes for feedback to the membership & then finalize the proposed changes for vote in August.    

 

Our current ByLaws (in separate sections) state that Elections & proposed Amendments have to be mailed out 14 days in advance prior to the scheduled meeting.  I have search through our current ByLaws but they don't answer my questions.  These are my concerns/questions: 

 

1.       Can the ByLaws & Elections even take place in the same meeting?

 

2.       Can & should I prepare 2 Nominating Slates to be mailed out in case the proposed new ByLaws are voted in?

 

3.       Can and should I ask the ByLaws Committee to share the final proposed job descriptions with me in advance to complete my committee’s job?

 

4.       How do I approach members to accept nominations under the new proposed ByLaws if I can’t really explain what duties they would be accepting?  The way I understand it they don’t have any duties.  Only the Chairperson  & Committee members have to do any work….

 

5.       Should I request to meeting with the ByLaws Chair to discuss these changes? Or ask that both our committees meet?  Or am I overthinking this?

 

I personally don’t agree with this structure but am waiting to hear their explanations as to why they are proposing this structure.  I would greatly appreciate any insight any of you can give me.  Thanks!

[Timothy]

1.       Can the ByLaws & Elections even take place in the same meeting?

As far as RONR is concerned, yes.

 

2.       Can & should I prepare 2 Nominating Slates to be mailed out in case the proposed new ByLaws are voted in?

That is sometimes done, but be aware that there my be amendments to the changes that will invalidate both slates. You don't, however, have a responsibility to provide nominations for anything other than those positions that are defined in the bylaws. If the organization changes those positions, then they will either have to wait an appropriate amount of time for the committee to complete its work or provide some other means of nominating people for the positions.

 

3.       Can and should I ask the ByLaws Committee to share the final proposed job descriptions with me in advance to complete my committee’s job?

Yes, if you intend to have a slate ready.

 

4.       How do I approach members to accept nominations under the new proposed ByLaws if I can’t really explain what duties they would be accepting?  The way I understand it they don’t have any duties.  Only the Chairperson  & Committee members have to do any work….

Such is the problem with situations like this. If you don't know what the jobs are, it would be better to wait.

 

5.       Should I request to meeting with the ByLaws Chair to discuss these changes? Or ask that both our committees meet?  Or am I overthinking this?

A friendly phone call or e-mail can work wonders in a situation like this. And having all the ducks in a row saves time. But until the bylaw changes are approved, you don't have to do anything other than have nominations ready for the existing positions.

[jtc0601]

Thank you so much for your reply.  I was thinking along the same lines but I guess I needed someone else (who knows more than I do) to confirm it. 

[Thomas Ralph]

I am much less sure about the appropriateness of preparing two "slates" (aside from my usual concerns about the use of the term). Unless the nominating committee has been so instructed by the assembly, it cannot nominate someone subject to a proviso.

[Timothy]

I am much less sure about the appropriateness of preparing two "slates" (aside from my usual concerns about the use of the term). Unless the nominating committee has been so instructed by the assembly, it cannot nominate someone subject to a proviso.

 

As I see it, any proviso would apply only to the internal workings of the committee, so at no point would a nominating committee need to "nominate someone subject to a proviso." There would be differences in how it should be handled if the nominating committee were a standing committee rather than an ad hoc committee. But in the end, having more than one "slate" still serves the purpose of allowing the committee chair to present the appropriate nominations without the need to call another meeting of the nominating committee.