Election of officers

[Guest Angela P]

My organization is a Council of members representing 9 organization ( 2 delegates per organization are sent to this Council) a total of 18 people should be involved if they attended.  However, on a good day we may have 6-8 people attend the meetings are active.  In Oct. 2014 we prepared a slate of officers to be voted on at the next meeting in November 2014.  We only had 8 people in attendance and 9 positions to fill.  All but Treasurer were filled with the people who attended and after going back to our organizations to see if anyone was interested in running for office.  By the way NO one other than the members attending the meeting were interested in holding an office.  The regular (in-person) meeting for November was cancelled by the President and rescheduled as a phone conference meeting the following week.  At that time the slate of officers was voted in over the phone. The new incoming President called a meeting with the VP (me), and the Rec. Sec. to begin planning for next year and sharing his vision.  We had a wonderful meeting and was ready to hit the pavement running.  On item that we had to take care of the getting the current Treasurers Reports (which none of us had...7 reports missing) and wanted to begin to prepare for an audit before taking office and in light of the fact that we still did not have a treasurer.  When the incoming President asked the current treasurer for this information to prepare for the audit and to see how much money was in our account, he got upset and contacted the current President who then went off on the incoming President to the point at he resigned.  She said that we were trying to accurse them (her and the treasurer) of untrustworthiness and impropriety.  Since then, she has been on a mission to have myself (who now has been moved up to President by the Executive Board/membership at our December meeting) and the Rec. Sec. removed from office.  She claims that "there has been a challenge to qualifications of the incoming slate of officers as stated in our constitution and bylaws."  She is referring to the length of time that people have served or been members.  But as previously mentioned we are a small group and the invitation was extended to everyone an NO ONE want the positions but the one who were elected to them.  If she had a problem with the slate, why did not say anything in October or November?  Now in December she is try to hold another election and put in new officers after the fact.  Can she do this? and secondly, she does not want us to meet until we take office January 1, 2014 to make plans or do anything, including an audit of the treasurers books until then, because the Constitution and Bylaws say that, "Officers shall assume office January, 1 of the year preceding election."  Our Bylaws also state that , "The President with approval of the Executive Board shall call a special meeting of the body as needed"  it does not say when the Executive Broad was allowed to me and who would call that meeting!  HELP!!!!  Sorry so lengthy...but wanted to provide as much detail as possible.  Thank you!

[Richard Brown]

Is this post in any way related to this thread:  http://robertsrules.forumflash.com/index.php?/topic/23884-former-treasurer/

[Richard Brown]

My organization is a Council of members representing 9 organization ( 2 delegates per organization are sent to this Council) a total of 18 people should be involved if they attended.  However, on a good day we may have 6-8 people attend the meetings are active.  In Oct. 2014 we prepared a slate of officers to be voted on at the next meeting in November 2014.  We only had 8 people in attendance and 9 positions to fill. . . . .

. . . . . . .

Do I understand that this "council" (board?) consists of 18 members?  If so, how are you conducting business with only 6 to 8 people  attending the meetings?  That is less than a majority, which is the usual  quorum requirement.  Do you have bylaws and do those bylaws specify what the quorum is for your meetings?

 

There will  probably be several more questions to come. . . .

[Guest Guest]

No this is not related to the above mention thread.

 

Actually our membership should be 16 not 18 sorry;,  and our bylaws state that the a quorum is 1/3 or 5-6 people.  The delegates of this organization report back to larger organizations...hence the word, Council.  Although the delegates are the governing body...anyone from within the 7  or 8 organizations who participate in the council can be involved and are encouraged to be involved, but voting is done only by the delegates.  I hope that clears it up.

 

[Kim Goldsworthy]

Our Bylaws also state that,

"The President with approval of the Executive Board shall call a special meeting of the body as needed.” 

It does not say when the Executive Broad was allowed to meet

and who would call that meeting!

 

 

What do you mean, "it [the bylaw] does not say "... when ..." and "... who ..."?

 

The "who" is the President.

The President calls the special meeting's DATE and TIME, because that what it means to call a special meeting.

("The president ... shall call a special meeting of the body as needed.")

 

However, your bylaws requires an approval process.

The Executive Board has the opportunity to cancel this call, via its denying approval of the call-to-meeting.

So, if the two parties agree (P and EB), then the special meeting is called.

 

The "when" is the President's decision, because that is what it means to call a special meeting.

The Executive Board cannot call the special meeting.

The Executive Board cannot set the DATE and TIME.

 

****

 

Or . . .

Is there another body involved?

 

("The president ...

shall call a special meeting

of the body

as needed.")

 

Did you cite a bylaw which was not relevant?

How many bodies are referred to?

[Kim Goldsworthy]

If she had a problem with the slate, why did not say anything in October or November? 

Now in December she is try to hold another election and put in new officers after the fact.

Q. Can she do this?

 

 

Unclear.

 

Who is "she"?

* new president?

* old president?

* old treasurer?

 

It would help things along if you don't use a pronoun, but use the office title instead.

E.g., "The old president resigned" or "the old treasurer called for an audit".

 

Right now, in the blob of text of your paragraph, all I am picking up is "He Said, She Said."

There are at least three office titles involved, and only two sexes.

I cannot make out an assignment of sex-to-office.

 

Please clarify.

[Josh Martin]

The regular (in-person) meeting for November was cancelled by the President and rescheduled as a phone conference meeting the following week.

Neither canceling meetings nor phone conference meetings are in order unless authorized by the bylaws. Unless teleconferences are authorized by the bylaws, any business conducted is null and void.

She claims that "there has been a challenge to qualifications of the incoming slate of officers as stated in our constitution and bylaws." She is referring to the length of time that people have served or been members. But as previously mentioned we are a small group and the invitation was extended to everyone an NO ONE want the positions but the one who were elected to them. If she had a problem with the slate, why did not say anything in October or November?

Most of this is beside the point. If it is indeed correct that the newly elected officers are ineligible for office, then their election is null and void.

Now in December she is try to hold another election and put in new officers after the fact. Can she do this?

Quite possibly. There appear to be two possible reasons for declaring the election null and void. It is uncertain whether the teleconference was valid, and it is uncertain whether the newly elected officers are eligible to serve. Either reason would be sufficient for the President to declare the election null and void and proceed to conduct a new election.

and secondly, she does not want us to meet until we take office January 1, 2014 to make plans or do anything, including an audit of the treasurers books until then, because the Constitution and Bylaws say that, "Officers shall assume office January, 1 of the year preceding election."

Sounds like the President is correct on this point as well. (I think it is reasonable to interpret that the word "preceding" is just a typo, and that the bylaws do not require the officers to take office almost a year before they are elected.) The newly elected officers cannot meet as a board prior to January 1st. There is no rule preventing you from meeting as individuals for the purpose of planning, but you cannot conduct any business. Even planning may be getting a bit ahead of yourselves, however, since there appear to be serious questions about whether the election is valid.

Our Bylaws also state that , "The President with approval of the Executive Board shall call a special meeting of the body as needed" it does not say when the Executive Broad was allowed to me and who would call that meeting! HELP!!!! Sorry so lengthy...but wanted to provide as much detail as possible.

This is really beside the point. Even if the bylaws did clarify how a meeting of the Executive Board is called, only the current Executive Board may meet and conduct business as a board. The (possible) future Executive Board cannot meet and conduct business in the name of the organization before its members take office.

[Kim Goldsworthy]

Now in December

she is try to hold another election

and put in new officers

after the fact.

Can she do this?

 

 

No.

No single member of the organization can single-handedly hold another election.

You know this.

 

If you are asking, "Is another election permissible?" then the answer is "No."

For another election to be permitted, the old election must have been tainted or otherwise null and void.

And you don't have that.

[Josh Martin]

No.

No single member of the organization can single-handedly hold another election.

You know this.

If you are asking, "Is another election permissible?" then the answer is "No."

For another election to be permitted, the old election must have been tainted or otherwise null and void.

And you don't have that.

I quite disagree with this. We are told that the election was conducted by teleconference. If teleconferences are not authorized by the bylaws, then the election is null and void. Additionally, there appear to be questions about whether the elected officers are, in fact, eligible to serve under the organization's bylaws. If an officer is not eligible to serve, his election would be null and void. In either case, the President can indeed rule the election null and void, thus necessitating another election.

[Edgar Guest]

. . . the Constitution and Bylaws say that, "Officers shall assume office January, 1 of the year preceding election."

I think it is reasonable to interpret that the word "preceding" is just a typo . . .

A typo would be typing "preceding" when, say, "receding" was intended. Typing "preceding" when "following" was intended is more than a typo. Unless I'm missing the word that was intended.

[Edgar Guest]

Actually our membership should be 16 not 18 sorry;,  and our bylaws state that the a quorum is 1/3 or 5-6 people. 

 

If there are 16 members and your quorum requirement is (at least) one-third, 5 members won't do.

[Hieu H. Huynh]

 

A typo would be typing "preceding" when, say, "receding" was intended. Typing "preceding" when "following" was intended is more than a typo. Unless I'm missing the word that was intended.

 

Perhaps "proceeding" was intended?

 

 

 

Edited to add that there's a typo in this sentence:

 

... and secondly, she does not want us to meet until we take office January 1, 2014...

 

Maybe they will take office in the preceding year after all...

[Edgar Guest]

Perhaps "proceeding" was intended?

 

Perhaps. But that's not the right word either.

[Josh Martin]

A typo would be typing "preceding" when, say, "receding" was intended. Typing "preceding" when "following" was intended is more than a typo. Unless I'm missing the word that was intended.

Call it what you want. I just think it is more reasonable to interpret the rule as meaning "following" than to interpret the rule as requiring some sort of time travel or prognostication.

[Edgar Guest]

Call it what you want. I just think it is more reasonable to interpret the rule as meaning "following" than to interpret the rule as requiring some sort of time travel or prognostication.

 

I agree. But we've been burned too many times by paraphrases and transcriptions that end up bearing little resemblance to the actual text.

 

If we do nothing else at least we can encourage our guests to actually read and accurately quote the bylaws. Which,of course, is not to say that Guest_Angela P hasn't done so.

[Guest Angela P]

What do you mean, "it [the bylaw] does not say "... when ..." and "... who ..."?

 

The "who" is the President.

The President calls the special meeting's DATE and TIME, because that what it means to call a special meeting.

("The president ... shall call a special meeting of the body as needed.")

 

However, your bylaws requires an approval process.

The Executive Board has the opportunity to cancel this call, via its denying approval of the call-to-meeting.

So, if the two parties agree (P and EB), then the special meeting is called.

 

The "when" is the President's decision, because that is what it means to call a special meeting.

The Executive Board cannot call the special meeting.

The Executive Board cannot set the DATE and TIME.

 

****

 

Or . . .

Is there another body involved?

 

("The president ...

shall call a special meeting

of the body

as needed.")

 

Did you cite a bylaw which was not relevant?

How many bodies are referred to?

What role then would a committee play in meeting if not stated in the Bylaws?

[Guest Angela P]

Call it what you want. I just think it is more reasonable to interpret the rule as meaning "following" than to interpret the rule as requiring some sort of time travel or prognostication.

So how should it read?

[Guest Angela P]

If there are 16 members and your quorum requirement is (at least) one-third, 5 members won't do.

Would 6?  Because 1/3 of 16 is 5.3333

[Guest Angela P]

I quite disagree with this. We are told that the election was conducted by teleconference. If teleconferences are not authorized by the bylaws, then the election is null and void. Additionally, there appear to be questions about whether the elected officers are, in fact, eligible to serve under the organization's bylaws. If an officer is not eligible to serve, his election would be null and void. In either case, the President can indeed rule the election null and void, thus necessitating another election.

If the one or two of the officers are not eligible but all that we have...do we not take them and do without?

[Guest Angela P]

Neither canceling meetings nor phone conference meetings are in order unless authorized by the bylaws. Unless teleconferences are authorized by the bylaws, any business conducted is null and void.

Most of this is beside the point. If it is indeed correct that the newly elected officers are ineligible for office, then their election is null and void.

Quite possibly. There appear to be two possible reasons for declaring the election null and void. It is uncertain whether the teleconference was valid, and it is uncertain whether the newly elected officers are eligible to serve. Either reason would be sufficient for the President to declare the election null and void and proceed to conduct a new election.

Sounds like the President is correct on this point as well. (I think it is reasonable to interpret that the word "preceding" is just a typo, and that the bylaws do not require the officers to take office almost a year before they are elected.) The newly elected officers cannot meet as a board prior to January 1st. There is no rule preventing you from meeting as individuals for the purpose of planning, but you cannot conduct any business. Even planning may be getting a bit ahead of yourselves, however, since there appear to be serious questions about whether the election is valid.

This is really beside the point. Even if the bylaws did clarify how a meeting of the Executive Board is called, only the current Executive Board may meet and conduct business as a board. The (possible) future Executive Board cannot meet and conduct business in the name of the organization before its members take office.

How can we do an audit of the book after taking office??  Who would want to go into office without the books audited first or leave office without them audited for that matter.  That would be unwise in my opinion. So... are you saying that we can not meet (formally or informally to prepare for the upcoming year at all prior to our taking office Jan. 1???

[Josh Martin]

 

What role then would a committee play in meeting if not stated in the Bylaws?

 

None.

 

So how should it read?

 

It should say "following" instead of "preceding." The way the rule is currently written, it says (if taken literally), that the officers take office on January 1st of the year prior to their election. Presumably, it was meant to say that they shall take office on January 1st of the year after they are elected.

 

Would 6?  Because 1/3 of 16 is 5.3333

 

Yes, 6 would be sufficient.

 

If the one or two of the officers are not eligible but all that we have...do we not take them and do without?

 

You'll do without until you can find people who are eligible or amend your bylaws to reduce the eligibility requirements.

 

How can we do an audit of the book after taking office??

 

The same way you'd usually conduct an audit?

 

Who would want to go into office without the books audited first or leave office without them audited for that matter.  That would be unwise in my opinion.

 

No one would want that. Which is why the current board should be conducting an audit.

 

I suppose the newly elected board members can try conducting an audit now, but since you have no authority yet and the validity of the elections is in question, I wouldn't expect much cooperation.

 

So... are you saying that we can not meet (formally or informally to prepare for the upcoming year at all prior to our taking office Jan. 1???

 

You can meet informally all you like to prepare, but you cannot formally meet as a board, and you certainly cannot act as a board prior to taking office. (Additionally, it may be somewhat premature to assume that any of you will be taking office, since some or all of your elections may be null and void.)

[Guest Angela P]

 

 

 

None.

 

 

It should say "following" instead of "preceding." The way the rule is currently written, it says (if taken literally), that the officers take office on January 1st of the year prior to their election. Presumably, it was meant to say that they shall take office on January 1st of the year after they are elected.

 

 

Yes, 6 would be sufficient.

 

 

You'll do without until you can find people who are eligible or amend your bylaws to reduce the eligibility requirements.

 

 

The same way you'd usually conduct an audit?

 

 

No one would want that. Which is why the current board should be conducting an audit.

 

I suppose the newly elected board members can try conducting an audit now, but since you have no authority yet and the validity of the elections is in question, I wouldn't expect much cooperation.

 

 

You can meet informally all you like to prepare, but you cannot formally meet as a board, and you certainly cannot act as a board prior to taking office. (Additionally, it may be somewhat premature to assume that any of you will be taking office, since some or all of your elections may be null and void.)

 

I thought an election was final once a person takes office?  Isn't it too late according to RR (Time at which an election take effect page 444) to challenge an election, baring the qualifications issue?

[Hieu H. Huynh]

I thought an election was final once a person takes office?  Isn't it too late according to RR (Time at which an election take effect page 444) to challenge an election, baring the qualifications issue?

 

Page 445 includes some exceptions to the general timeliness requirement on contesting the announced result of an election. Not meeting the qualifications for office is one of those exceptions.

[Josh Martin]

I thought an election was final once a person takes office?  Isn't it too late according to RR (Time at which an election take effect page 444) to challenge an election, baring the qualifications issue?

Generally speaking, it is correct that a Point of Order must be raised at the time of the breach, but some especially egregious violations create a "continuing breach." In such a case, a Point of Order may be raised at any time so long as the breach continues. If some or all of the newly elected officers are ineligible for office under the organization's bylaws, that is a continuing breach. You also mentioned earlier that these positions were elected at a meeting held by teleconference. Meeting by teleconference is not permitted unless authorized by the bylaws. If it is not authorized, that would be a continuing breach.

[Guest Angela P]

Thank you all for all the great information! I appreciate it so much! I will return if I have trouble again!  Take care and God Bless!