Due to a clerical error, we have no board. What do we do?

[FakeOfficer]

I'm an "executive officer" on the board of a college club. I put that in quotes because the club's constitution was revised several months ago to change all but two of the executive positions, and I was since elected to one of those changed positions. Six people were elected, but all but two of them were to positions only defined in our new constitution and not in the previous one.

 

It is a rule of this club, and all others at our school, that a constitution is not valid unless it is properly filed and reviewed by college administrators. The club's (now ousted) Advisor and (soon to be ousted, if we can figure out how) President were tasked with the duty of getting the constitution to the administrators and see that it is reviewed, kept on file, and made valid, but they didn't do that. We didn't learn this until just a few days ago.

 

To keep things brief, the "Executive Board" now only really consists of two people who have jobs defined in the constitution we must use, and there are four other people who were elected to jobs that are not defined in our constitution. The members who voted intended to elect these people to jobs that were defined in a document that was thought to be our constitution, but because of this error these people were elected to nonexistent jobs.

 

The "Board" has business it needs to conduct, like moving to impeach the President, but there barely is a board. The board, technically, is just a Treasurer and a President.

 

What do we do? It is not logistically possible to hold a new election, and the club doesn't want to bother anyway.

 

The Club Constitution doesn't even get close to addressing anything relevant to this issue. One of the matters the "Board" would like to take up is fixing our poor constitution, which doesn't work in either incarnation.

 

I've been looking through RONR and cannot find anything that sheds light here. Does it mean anything that the members intended to elect these people to these jobs that they intended to be on the board? If so, I'd need the citation in RONR that support this, as I'll have to argue the case to school administrators.

 

Thank you in advance for your thoughts.

[Transpower]

I suggest you work with the appropriate school administrator to revise your Constitution.  Once that's done, your group can adopt it and proceed, again, with elections.

[Chris Harrison]

I second Transpower's point.  Since the President and Adviser dropped the ball why hasn't someone else taken the Constitution to the administration for their filing and reviewing?

[Edgar Guest]

The "Board" has business it needs to conduct, like moving to impeach the President, but there barely is a board.

 

The subject of your post says you have no board but then you say you have two board members. Which is it?

 

As long as you can obtain a quorum (e.g. both board members show up), the board should be able to conduct its business (even though there are vacancies).

[Guest Guest]

It's a complex situation, and I tried to stay brief but I left out important points. I should add that we do have, technically, a two person board, but the president is incommunicado. (It sounds more interesting to say we have no board, since we effectively don't.) The advisor was the president's father, and he was forced by the school to resign, so she's humiliated and won't communicate with the rest of us. We intend to meet Tuesday, but the President has yet to reply to an email asking that she confirm her intention to attend.

As far as why we never brought the Constitution to the administrators -- we did not know they had dropped the ball until we approached the school with concerns about the advisor's conduct, asking for his removal. We discovered this by accident when we looked through the club's file and found the wrong constitution. Had we realized this had happened, we'd have rectified it.

[Guest Guest]

I'm the original poster, but I replied above as a guest by accident

[Josh Martin]

Does it mean anything that the members intended to elect these people to these jobs that they intended to be on the board?

 

Nope. The members elected these people to positions which do not, as of yet, exist. So those elections don't mean much at this time.

 

Since you say the board is unable to act since one of its two members refuses to do anything, and it is not practical to hold a new election, I really think your only practical option is to have someone file the proposed constitution with the college administrators ASAP, and be ready to explain the situation if necessary. Once the review is completed and the new constitution is in effect, you'll have quite a few more board members and more options. The logical person to do this would seem to be the Treasurer, given the circumstances.

[Timothy]

If the only reason these positions don't exist is because people outside the organization have not approved the constitution, can it really be said that they don't exist?

[FakeOfficer]

If the only reason these positions don't exist is because people outside the organization have not approved the constitution, can it really be said that they don't exist?

 

That's the feeling that I'm leaning toward. The Club, within itself, recognizes the constitution under which we were elected as valid, but outside forces do not. If we had to conduct business externally, this may be an issue, but since we only want to conduct internal business, I don't think it should be an issue. 

 

Here's the roadblock: Like I mentioned, the Advisor (because of a number of issues, including abuse of position and nepotism) was forced by the school to either resign from the club or face termination of his employment. So their eyes are on us, and a member of the administration will be sitting in on our next meeting as we search for . I expect this person will hold us to a tight interpretation of the rules, since things have been handled very poorly up until now.

 

I would argue this point, but it would not be beneficial for me to have this person at odds with me. If I can find a way that is not out of order for these non-executives to act as executives, it would allow us to be productive. Otherwise, I think we're just at the mercy of what the school wants to do, which may not be terrible, but I can't say for sure.

 

One thing I'm considering would be a motion to suspend the rules prohibiting non-executives from acting as executives and sitting on the board, but I'm fairly sure that would be out of order, and the Constitution doesn't take away privileges to non-executives, it grants them to executives, so there is no rule to suspend there.

[Josh Martin]

If the only reason these positions don't exist is because people outside the organization have not approved the constitution, can it really be said that they don't exist?

 

That is a fair question. I suppose it depends on whether the rule which provides "that a constitution is not valid unless it is properly filed and reviewed by college administrators" is a rule which is contained within the club's constitution or is purely external to the club. If the former, the constitution is not valid. If the latter, then I suppose the constitution is valid, although the new constitution will not be recognized by the college. I'm not sure what exactly "recognition" by the college entails for this particular club, so that may or may not be a problem.

 

Here's the roadblock: Like I mentioned, the Advisor (because of a number of issues, including abuse of position and nepotism) was forced by the school to either resign from the club or face termination of his employment. So their eyes are on us, and a member of the administration will be sitting in on our next meeting as we search for . I expect this person will hold us to a tight interpretation of the rules, since things have been handled very poorly up until now.

 

Well, based on these facts, the most practical option would seem to be to play nice until you get your constitution approved.

 

One thing I'm considering would be a motion to suspend the rules prohibiting non-executives from acting as executives and sitting on the board, but I'm fairly sure that would be out of order, and the Constitution doesn't take away privileges to non-executives, it grants them to executives, so there is no rule to suspend there.

 

Well, can you even get a quorum for a board meeting? It sounded like you only had two officers and one of them might not show up.

 

If you can get both to show up and agree on this, you could adopt a motion to Suspend the Rules to let specified non-members of the board participate in the board meeting in every way except for voting.

[FakeOfficer]

I suppose it depends on whether the rule which provides "that a constitution is not valid unless it is properly filed and reviewed by college administrators" is a rule which is contained within the club's constitution or is purely external to the club.

That's tricky. Both the constitution the school has on file and the one under which the "board" was elected have articles, by mandate of the school, that the club must abide by all school rules as defined in some document (which I've yet to track down, but I'm sure it says we need it approved). They probably have us there.

 

 

We told the President we intended to meet, and she did not reply. Out of necessity, we met anyway. The meeting did not begin with any official business, so I guess it doesn't matter. About fifteen minutes in, the President barged in with a resignation letter addressed to the school official sitting in, who is the person who can accept it. None of us can figure why she chose the embarrassing route of doing this in front of us, and not handing it in privately beforehand, but that's neither here nor there.

 

From that moment, we had a board of one, but he was there, so we began doing some official business.

 

I did get the school official to agree, though, that if RONR can provide a way that the elected board can be legitimate board members, they'll defer to that judgement. (Because, of course, both versions of the Constitutions have an article that adopts Robert's Rules.)  I'm having trouble with that, though. RONR doesn't have a "in case of monumental screwup" section.

 

Thanks for everyone's help so far. I really appreciate it.

[Guest Patrick Carr]

What group initially established your constitution and how did they do it ? Is the same procedure still in place? Are you folks still using a Constitution and By-laws? It does not appear to me that there is a real need for your organization if it is as unstable as you indicate.  I am not a parliamentarian but you may have to reorganize your group and follow the procedures for establishing such an organization in your school. (I forgot the specifics of your initial inquiry because the police started banging on my door and I did not want them to hear the clicking of my keyboard.  Hope this helps a little bit... 

[Josh Martin]

That's tricky. Both the constitution the school has on file and the one under which the "board" was elected have articles, by mandate of the school, that the club must abide by all school rules as defined in some document (which I've yet to track down, but I'm sure it says we need it approved). They probably have us there.

 

 

We told the President we intended to meet, and she did not reply. Out of necessity, we met anyway. The meeting did not begin with any official business, so I guess it doesn't matter. About fifteen minutes in, the President barged in with a resignation letter addressed to the school official sitting in, who is the person who can accept it. None of us can figure why she chose the embarrassing route of doing this in front of us, and not handing it in privately beforehand, but that's neither here nor there.

 

From that moment, we had a board of one, but he was there, so we began doing some official business.

 

I did get the school official to agree, though, that if RONR can provide a way that the elected board can be legitimate board members, they'll defer to that judgement. (Because, of course, both versions of the Constitutions have an article that adopts Robert's Rules.)  I'm having trouble with that, though. RONR doesn't have a "in case of monumental screwup" section.

 

Okay. So, now that your President has resigned and his resignation has been accepted, you now have a lot more options. It may be that the constitution which is currently in effect has a provision for the board to fill vacancies. If so, you could simply appoint the elected officers to some roughly equivalent positions until the new constitution is approved. If not, then, as I have noted, the board (which currently consists of only one member) may Suspend the Rules to permit the non-board members to participate in every way except for voting. Either of these methods can help bide time for now.

 

Of course, the best solution will still be to get this constitution approved by the appropriate school officials. Then the new constitution will be in effect and people will be able to serve in the offices they were elected to, since those offices will then exist.

[FakeOfficer]

Okay. So, now that your President has resigned and his resignation has been accepted, you now have a lot more options. It may be that the constitution which is currently in effect has a provision for the board to fill vacancies. If so, you could simply appoint the elected officers to some roughly equivalent positions until the new constitution is approved. If not, then, as I have noted, the board (which currently consists of only one member) may Suspend the Rules to permit the non-board members to participate in every way except for voting. Either of these methods can help bide time for now.

 

Of course, the best solution will still be to get this constitution approved by the appropriate school officials. Then the new constitution will be in effect and people will be able to serve in the offices they were elected to, since those offices will then exist.

 

 

There are a few issues here. Issue #1 is that the Constitution on file is terrible, and gives us very little to work with. It says we need to hold elections to fill vacancies, which is something no one wants to do. We don't have time to, since the Club needs people to act for it to meet deadlines over the next few weeks that will allow it to continue to exist, and no one wants to waste time with this, since the next few meetings we hold need to be as free of boring procedural things as possible in order to attract members. We'd rather not hold elections, but it's hard to reason around them, at least in the President, since ours just resigned.

 

We've been told by the school that we'll need to hold at least two elections: one to elect us to the positions in the old Constitution (the one on file), and then one to elect us to new ones, even if we go and have them approve the Constitution under which we were elected. Though, they seem to have indicated they would not approve it, because it is terrible also. Having read it, I have to agree with them there.

 

Is there a way to make the argument that because these people were elected to the board, albeit to nonexistent positions, they are rightfully Board members? The ballots said they were for the Executive Board, and everyone understood this to be the case, so these are the people the Club wants to serve on the board. Is there a way to justify this?

[Josh Martin]

Is there a way to make the argument that because these people were elected to the board, albeit to nonexistent positions, they are rightfully Board members? The ballots said they were for the Executive Board, and everyone understood this to be the case, so these are the people the Club wants to serve on the board. Is there a way to justify this?

 

No, I don't think such an argument would be at all convincing.