By-laws not followed prior to election of officers

[sailorgirl51]

Would the current board of governor's be invalid because the by-laws were not followed below?

 

By-laws state:

Election of the Board of Governors

(1) Nominations for each office shall be in writing by the Nominating Committee or

from the membership and must be received by the Secretary one month prior to the Annual

Meeting in October

(2) Election of the BOG shall be approved by the membership at the Annual Meeting.

Approval is required by a majority of members present at the Annual Meeting in order to elect

BOG members.

(3) Each elected member of the BOG shall take office at the Annual Meeting after the

election.

(4) In the event of death, resignation or removal of a member of the BOG, the BOG

shall appoint a member in good standing (junior members excluded) to fill such vacancy as soon

as may be practicable. Each member of the BOG, whether elected or appointed as provided

herein, shall hold office until the next Annual Meeting, or until his successor shall have taken 

 

Regarding #1-The nominating committee is to speak with each nominee and report back to the board as to their decision.

 

The board did not notify the membership regarding nominations being open. The nominating committee was not notified of nominees and was not made aware of any decisions and instead installed their own officers.

 

The club rules are to follow Robert's Rules as stated below.

 

ARTICLE IX - PARLIAMENTARY AUTHORITY

The rules contained in the latest edition of Robert's Rules of Order shall govern Cooper

River Yacht Club meetings in all cases to which they are applicable, and in which they are not

inconsistent with the By-Laws or the special rules of the Club.

 

 

 

 

 

[Timothy]

I don't fully understand your concern. It appears that the nominating committee is supposed to have nominations ready at least one month before the meeting. I don't see why the nominating committee would have to be notified of anything, they just have to do it. Likewise, any member who wishes to make a nomination must do so a month before they meeting. It is in the bylaws, so there's no reason why anyone has to be notified of anything. Presumeably, nominations are open from the end of the previous meeting up to one month before the meeting in October.

[Guest Judy]

What if the nominating committee was never informed of the nominees and the board decided on their own to install who they wanted and the membership was not informed nominations were open?

[Bruce Lages]

We are not permitted to interpret bylaws here, but i will venture to say that what you have posted as (2) in your bylaws excerpt certainly seems ambiguous and therefore subject to interpretation by your association .IF - and that could be a very big if - that statement means the general membership actually elects the board members, then any attempt by the board to circumvent that requirement and install new board members on their own would definitely be null and void.

 

But I don't think anyone here can really tell what your bylaws mean by the statement  "Election of board of governors shall be approved by the membership...".

[Timothy]

What if the nominating committee was never informed of the nominees and the board decided on their own to install who they wanted and the membership was not informed nominations were open?

 

The way you are interpreting your bylaws and the way I would expect this to work are significantly different. What I would expect is that sometime during the year, the chair of the nominating committee calls a meeting or meetings at which the committee decides on which people they wish to nominate. Once they are done (which must be at least one month before the annual meeting) they send the list to the secretary and they are done for the year. Independent of the nomininating committee, any member who wishes to nominate someone sends the name to the secretary, but must do so at least one month before the meeting. At the meeting, the membership would then vote on all nominees, which would include those from the nominating committee and those from the membership.

 

So, as you can see, I don't see why you are expecting anyone to notify someone of anything. But whether notification is to be sent or not, if the bylaws say that the membership elects the board, then it is not within the authority of the board to install whomever they want.

[Edgar Guest]

What if the nominating committee was never informed of the nominees and the board decided on their own to install who they wanted and the membership was not informed nominations were open?

 

I don't think nominations are your problem.

 

What this about the board "installing who they wanted" (to the board?)? What happened to the election. Who elects your board members?