Guest Joe Posted December 16, 2014 at 01:36 AM Report Share Posted December 16, 2014 at 01:36 AM Can a board of directors put out a call for nominations and then once a slate is received from the nominating committee, move forward with the election being conducted by the board and not it's members if it is written this way in the by-laws (see below)? SECTION 4. ELECTIONS. Nominating Committee should present a slate of at-large candidates to the Board at its meeting prior to the Annual Meeting. The Board shall elect members to the Board of Directors and the Board shall elect officers from the slate of at-large candidates Link to comment Share on other sites More sharing options...
Edgar Guest Posted December 16, 2014 at 01:43 AM Report Share Posted December 16, 2014 at 01:43 AM Your bylaws can't be properly interpreted without reading them in their entirety, something that's beyond the scope of this humble forum. For example, does "the Annual Meeting" refer to a meeting of the board or a meeting of the general membership? In any event, from the brief excerpt you posted, it's seems like the board elects its own members. It's not great but it's not unheard of either. What do your bylaws say about how the bylaws can be amended? Link to comment Share on other sites More sharing options...
Guest Joe Posted December 16, 2014 at 03:24 AM Report Share Posted December 16, 2014 at 03:24 AM Your question points out the circular direction of the board. The bylaws can be amended by 2/3rd vote by the board members. Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted December 16, 2014 at 04:39 AM Report Share Posted December 16, 2014 at 04:39 AM Can a board of directors put out a call for nominations and then once a slate is received from the nominating committee, move forward with the election being conducted by the board and not it's members if it is written this way in the by-laws (see below)? SECTION 4. ELECTIONS. Nominating Committee should present a slate of at-large candidates to the Board at its meeting prior to the Annual Meeting. The Board shall elect members to the Board of Directors and the Board shall elect officers from the slate of at-large candidates ... The bylaws can be amended by 2/3rd vote by the board members. It appears that the board has all the power in your organization and they can essentially do whatever they want. Link to comment Share on other sites More sharing options...
Guest Joe Posted December 16, 2014 at 05:04 AM Report Share Posted December 16, 2014 at 05:04 AM Yes, that is what I thought, too. Thank you for the responses. Link to comment Share on other sites More sharing options...
Richard Brown Posted December 16, 2014 at 05:10 AM Report Share Posted December 16, 2014 at 05:10 AM It appears that the board has all the power in your organization and they can essentially do whatever they want.I'm pretty much in agreement with Hieu on this, unless there is a contradictory provision in the bylaws that we haven't seen. Link to comment Share on other sites More sharing options...
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