Steps to correct a board that is not duly constituted

[Guest Frank]

It was discovered that all elections to date were not open to its members.  Voting was conducted by board members only.  This was in direct conflict with Robert's Rules regarding elections, nominations, etc.  

 

• What steps need to be taken to make this right? 
• How do we establish a new  board that will be duly constituted?
  • Call for nominations?
  • Can a group of members be appointed to be a nominating committee and then appoint a full board (24 members) until the annual meeting?   or does a full election need to take place now and then again at the annual meeting?
  • Since all new members would be voted in at the same time, how would the board membership 3 year terms be established so that only 1/3 of the board had to be voted on each year?
• Is there another way within Robert's Rules to fix this in the most simplest way?

[Josh Martin]

 

It was discovered that all elections to date were not open to its members.  Voting was conducted by board members only.  This was in direct conflict with Robert's Rules regarding elections, nominations, etc.  

 

• What steps need to be taken to make this right? 
• How do we establish a new  board that will be duly constituted?
  • Call for nominations?
  • Can a group of members be appointed to be a nominating committee and then appoint a full board (24 members) until the annual meeting?   or does a full election need to take place now and then again at the annual meeting?
  • Since all new members would be voted in at the same time, how would the board membership 3 year terms be established so that only 1/3 of the board had to be voted on each year?
• Is there another way within Robert's Rules to fix this in the most simplest way?

 

First, a member should raise a Point of Order, followed by an Appeal if necessary, that the previous election is null and void. It is not required to have a nominating committee (unless your rules so provide), but the assembly can use a nominating committee if it wishes. Either way, it will ultimately be up to the membership to conduct the elections, both now and at the annual meeting. The membership cannot delegate this authority to a committee. As for the staggered terms issue, I recommend splitting the elections into three parts. Elect eight board members to a three year term, then elect eight board members to a two year term, and then elect eight board members to a one year term.

 

I think this is the simplest way to do it, unless the membership is satisfied with the current board members, in which event it could Ratify the action taken by the board in excess of its authority.

[Guest Frank]

Thank you so much for responding!  To make sure I understand, if the members were satisfied with the existing board members (even though none have previously been voted on by the membership), they can "Ratify" all the previous actions (elections) taken by the board in excess of their authority? 

 

Does that mean, once that happens, the board can return to business as usual? 

 

Is there a standard for the percentage of those who need to ratify this?  (2/3rds or >50%).  Given the participation from members is generaly less than 5%, would it be appropriate to tally 2/3rds or >50% of all those that participate in the ratification?

[Gary Novosielski]

Thank you so much for responding!  To make sure I understand, if the members were satisfied with the existing board members (even though none have previously been voted on by the membership), they can "Ratify" all the previous actions (elections) taken by the board in excess of their authority? 

 

Does that mean, once that happens, the board can return to business as usual? 

 

Is there a standard for the percentage of those who need to ratify this?  (2/3rds or >50%).  Given the participation from members is generaly less than 5%, would it be appropriate to tally 2/3rds or >50% of all those that participate in the ratification?

 

Yes, you could Ratify the decision of the board, but that may carry the unintended message that, in the opinion of the assembly, the board acted correctly.  I'm not sure that's the message I'd want to send.  I'd probably want a new election.

 

In any case, the board can return to business as usual, unless the assembly decides to take disciplinary action against them.  In which case I wonder why you would be satisfied with them.  But stranger things have happened. 

 

Ratification would require the same vote threshold as it would have taken to authorize the action in question to begin with.  And I'm not sure that the assembly could have authorized the board to conduct the election for them.    RONR says:

 

An assembly can ratify only such actions of its officers, committees, delegates, or subordinate bodies as it would have had the right to authorize in advance.

 

 

 

[Hieu H. Huynh]

The motion to ratify is a main motion that could be adopted by majority vote (unless your rules say otherwise) at a properly called meeting of the membership. At that meeting, the membership may or may not elect the same members to the board.

[Josh Martin]

Thank you so much for responding! To make sure I understand, if the members were satisfied with the existing board members (even though none have previously been voted on by the membership), they can "Ratify" all the previous actions (elections) taken by the board in excess of their authority?

Does that mean, once that happens, the board can return to business as usual?

Is there a standard for the percentage of those who need to ratify this? (2/3rds or >50%). Given the participation from members is generaly less than 5%, would it be appropriate to tally 2/3rds or >50% of all those that participate in the ratification?

A majority vote of the members present and voting is sufficient, so long as a quorum is present.

Yes, you could Ratify the decision of the board, but that may carry the unintended message that, in the opinion of the assembly, the board acted correctly. I'm not sure that's the message I'd want to send. I'd probably want a new election.

Ratification does not indicate that anyone acted correctly. An assembly may ratify an action and still take disciplinary action against those responsible.

Ratification would require the same vote threshold as it would have taken to authorize the action in question to begin with. And I'm not sure that the assembly could have authorized the board to conduct the election for them.

The assembly could not have authorized the board to conduct the election for them, but it could have conducted the election itself, so I think ratification is in order.