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Holding Board officer elections in executive session


Guest John Brotherton

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Guest John Brotherton

I am a member of a local charitable organization.  Board of Directors elections where held in early June and the By-laws of the organization specifically state that the election of officers for the new board are to take place at the first regular meeting of the board following the elections.  The acting president chose to call an executive session 4 days after the election, which is their right under the constitution and By-laws, but the purpose of the session was to hold officer elections.  The board announced shortly after the meeting who the new officers where.  I have objected to the entire process and stated to the board that they do not have permission to conduct secret elections.  The board failed to give the required notice to members of a regular meeting, and despite the fact that officer elections are clearly stated in our by-laws as part of the order of business of the clubs regular meeting, the board intends to move forward.  I have given my written objections and the "new" president informed me that the will hear my grievance and have chosen a moderator to preside over that part of the regular meeting.  

 

I have been on a number of boards, both charitable and non-charitable, and I have never heard of any board ever holding secret elections circumventing their by-laws.

 

Question:  Is this a violation of Robert's Rules?  The board does have a widely known history of not being transparent and holding secret meetings.

 

 

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Board of Directors elections where held in early June and the By-laws of the organization specifically state that the election of officers for the new board are to take place at the first regular meeting of the board following the elections

 

despite the fact that officer elections are clearly stated in our by-laws as part of the order of business of the clubs regular meeting,

You are telling us different things here.  Are officer elections supposed to take place at a meeting of the General Membership (of the Club) or of the Board? 

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Guest John Brotherton

The by-laws state that officer elections are to take place at the first regular meeting of the board following general membership elections of directors.  The by-laws require members be given at least a 14 day notice of regular meetings of the board.  The board had a deadline to report the new officers to a national organization by a date that was less than the 14 day notice period, so the board called an executive session, set aside the explicit instructions of the by-laws regarding officer elections, and held officer elections in executive session, instead of requesting an extension of time from the national organization. It is my understanding that the new board did not follow the officer election procedures of using secret ballots, as well. I believe this was not only a violation of the by-laws, but also of the rules of order.  Thoughts?

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Firstly, a regular meeting (or a special meeting) can be held in executive session.

 

Secondly, most elections are held by (secret) ballot.

 

But if your bylaws require that officers be elected at a regular meeting of the board and the officers were elected at a special meeting then the election is invalid.

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Guest John Brotherton

The by laws clearly state that the officer elections are to be held at a regular meeting, but the board called an executive session using a special provision that allows the President to call an executive session within a 24 hour notice.  This executive session was not part of a regular board meeting, of which the by laws require a notice to members of at least 14 days.  The members had no knowledge that the meeting was being held.  I found out by accident.

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 . . . the board called an executive session using a special provision that allows the President to call an executive session within a 24 hour notice. 

 

Executive sessions are not usually "called for". Any meeting can be held in executive session but it's the meeting that's called, not the executive session.

 

So the fact that this meeting may have been held in executive session might not be relevant. What's relevant is that it was a special meeting, not a regular meeting.

 

Nevertheless, the rules in your bylaws must be followed.

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I wonder if guest John Brotherton is confusing special meetings with meetings held in executive session. . . .

 

Or perhaps talking about a special meeting of an executive committee rather than the full board. . . .

 

Based on the information we have been provided with so far, I have serious concerns as to whether the bylaws were followed.  In parliamentary procedure, regular meetings, special meetings, executive sessions and executive committees all have very different and distinctive meanings.

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I wonder if guest John Brotherton is confusing special meetings with meetings held in executive session. . . .

 

Or perhaps talking about a special meeting of an executive committee rather than the full board. . . .

 

I wonder too.

 

Unfortunately, the authorship team is burdened with what I like to refer to as "legacy language".

 

There's nothing "executive" about a meeting held in executive session and it's not necessarily a session. But what's an authorship team to do?

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Guest John Brotherton

Well, the by-laws should be written better, but I fully understand the difference between regular meeting, special meeting, and executive sessions.  The by-laws require any regular or special meeting that notice to members be given at least 14 days in advance, and that if a special meeting, only subjects that were disclosed with the notice to members may be addressed. Certainly executive sessions can and are held as part of a regular or special meeting, but in this case, the by-laws also allow the board to hold an executive meeting outside of the venue of a special or regular meeting if the board feels there is a matter that cannot or should not wait, however,  I feel the board abused this privilege by holding officer elections outside the purview of the members, and outside of the requirement that the election  of officers are to take place at the first regular meeting of the board following the general director elections by the members at the annual meeting.  I have been on many boards and have never seen this kind of behavior.

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Guest John Brotherton

Here is the specific language they are relying on to justify what they did.  At the end of the day, the board called a meeting that they considered to be an "executive session" and held officer elections without giving notice of the meeting to its members.

 

If it is necessary that the Board of Directors take action on a matter that cannot or should not wait until its next regularly scheduled meeting, the President or in his/her absence, inability or refusal to act, the Vice President, may call a meeting via teleconference, the cost of such to be born by the Club, with at least 24 hours notice to all members of the Board. Such teleconferences shall be considered to be in meetings in executive session and only such Liaison(s) and/or Committee Chair(s) not already a member of the Board and whose area of responsibility is/are directly related to the purpose for which the Draft C revisions 2/15/07 5 teleconference is called shall be included and shall be also be notified 24 hours in advance of said teleconference. A group discussion via e-lectronic mail may also serve as a forum for taking action and conducting votes between meetings.

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Here is the specific language they are relying on to justify what they did.  At the end of the day, the board called a meeting that they considered to be an "executive session" and held officer elections without giving notice of the meeting to its members.

 

If it is necessary that the Board of Directors take action on a matter that cannot or should not wait until its next regularly scheduled meeting, the President or in his/her absence, inability or refusal to act, the Vice President, may call a meeting via teleconference, the cost of such to be born by the Club, with at least 24 hours notice to all members of the Board. Such teleconferences shall be considered to be in meetings in executive session and only such Liaison(s) and/or Committee Chair(s) not already a member of the Board and whose area of responsibility is/are directly related to the purpose for which the Draft C revisions 2/15/07 5 teleconference is called shall be included and shall be also be notified 24 hours in advance of said teleconference. A group discussion via e-lectronic mail may also serve as a forum for taking action and conducting votes between meetings.

Calling a special meeting (regardless of the terminology used this appears to be a special meeting) to deal with a matter that the bylaws say specifically should be dealt with at the first regular board meeting after the June elections strikes me as being in violation of the bylaws. 

 

What was the emergency or exigent circumstances that dictated calling a special meeting for the election of officers rather than waiting for the next regular meeting as the bylaws require?  I bet there were none....and even if there were exigent circumstances, I question whether that would entitle the president and board to skirt the bylaws.  Your bylaw provision on when officer elections shall be held is quite specific.

 

However, it may be up to the board itself to rectify this situation unless there can be a special meeting of the general membership at which a point of order can be raised.  However, if your organization holds regular meetings of the membership, the matter could be addressed then.  You might also explore disciplinary procedures as discussed in chapter XX of RONR.

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Guest John Brotherton

There is a regular meeting this Monday and I asked to put this item on the agenda. They have put me on the agenda and informed me that they are having a moderator preside over that portion of the meeting. There is nothing in the by-laws that covers the use of a moderator. Can someone shed some light as to what criteria and qualifications are needed to be a moderator, please? Even if they wanted to call their session a special meeting, the by laws still require the notice to members be given at least 14 days in advance and if that is not done, the board is prohibited from conducting any other business. This has been going on for some time.

Here is the section about officer elections: Section 5. OFFICERS: The President, Vice-President, Secretary and Treasurer shall be elected each year by the Board of Directors at the regular meeting first following the annual Spring meeting of the membership and shall hold office for one year or until their successors are chosen. The Board of Directors shall elect only members of the Board to serve as the four officers of the Club. The Board may appoint an Assistant Secretary- Treasurer (one office) from the Club membership on such terms and conditions as the Board may consider advisable to assist the Secretary and Treasurer in their duties. The officers of the Board shall also be the officers of the Club.

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Certainly executive sessions can and are held as part of a regular or special meeting, but in this case, the by-laws also allow the board to hold an executive meeting outside of the venue of a special or regular meeting if the board feels there is a matter that cannot or should not wait...

 

I sincerely hope this is not what your bylaws provide, because this makes absolutely no sense. So far as RONR is concerned, all meetings are regular meetings or special meetings (or adjourned meetings of one of those types of meetings). All or part of any of these types of meetings may be held in executive session. The idea of holding an "executive meeting outside of the venue of a special or regular meeting" makes no sense whatsoever, and is a concept which has no support in parliamentary law.

 

I suspect that what the bylaws really provide is for the board to hold a special meeting with less than the usual amount of notice required for special meetings in certain circumstances, with the added requirement that such a meeting must be held in executive session (for some reason).

 

I feel the board abused this privilege by holding officer elections outside the purview of the members, and outside of the requirement that the election  of officers are to take place at the first regular meeting of the board following the general director elections by the members at the annual meeting.  I have been on many boards and have never seen this kind of behavior.

 

If the bylaws require that the board hold its elections at the first regular meeting of the board, then that is what is required. Unless there is some other rule we have not yet been informed of, however, the board is free to hold its elections "outside the purview of the members." The board would be free to enter executive session during its regular meeting.

 

If it is necessary that the Board of Directors take action on a matter that cannot or should not wait until its next regularly scheduled meeting, the President or in his/her absence, inability or refusal to act, the Vice President, may call a meeting via teleconference, the cost of such to be born by the Club, with at least 24 hours notice to all members of the Board. Such teleconferences shall be considered to be in meetings in executive session and only such Liaison(s) and/or Committee Chair(s) not already a member of the Board and whose area of responsibility is/are directly related to the purpose for which the Draft C revisions 2/15/07 5 teleconference is called shall be included and shall be also be notified 24 hours in advance of said teleconference. A group discussion via e-lectronic mail may also serve as a forum for taking action and conducting votes between meetings.

 

This justifies nothing. If the bylaws require that the board elect its officers at the first regular meeting, that's what is required. The drafters of the bylaws apparently felt that the election of officers can wait until the board's first regular meeting. If the board disagrees with this, it can propose an amendment to the bylaws, but it is required to follow the bylaws as they are written unless and until they are amended.

 

Now, with all of that said, what exactly is the harm that arose from the board holding its internal elections early? I feel like I'm missing something.

 

There is a regular meeting this Monday and I asked to put this item on the agenda. They have put me on the agenda and informed me that they are having a moderator preside over that portion of the meeting. There is nothing in the by-laws that covers the use of a moderator. Can someone shed some light as to what criteria and qualifications are needed to be a moderator, please?

 

"In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt such an arrangement for all or part of a session. Alternatively, the rules may be suspended to authorize it, even over the objection of the president or a vice-president. Cf. pages 652–53." (RONR, 11th ed., pgs. 453-454)

 

RONR has a lot of information about the presiding officer in RONR, 11th ed., pgs. 448-456.

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Well, the by-laws should be written better, but I fully understand the difference between regular meeting, special meeting, and executive sessions.  The by-laws require any regular or special meeting that notice to members be given at least 14 days in advance, and that if a special meeting, only subjects that were disclosed with the notice to members may be addressed. Certainly executive sessions can and are held as part of a regular or special meeting, but in this case, the by-laws also allow the board to hold an executive meeting outside of the venue of a special or regular meeting if the board feels there is a matter that cannot or should not wait, however,  I feel the board abused this privilege by holding officer elections outside the purview of the members, and outside of the requirement that the election  of officers are to take place at the first regular meeting of the board following the general director elections by the members at the annual meeting.  I have been on many boards and have never seen this kind of behavior.

 

What seems missing is a full understanding of the difference between a meeting of the board, and a meeting of the membership. 

 

According to the rules in RONR, the board is not required to notify the membership of any of its meetings. The general membership has no right to participate, address, or even attend meetings of the board, whether in executive session or open session.  So it's not likely you will find support for your position within the pages of RONR.

 

Your bylaws may (and apparently do) grant your membership substantial additional rights with respect to board meetings.  But interpreting individual bylaws is beyond the scope of this forum.

 

However, it is true that if the board violated the bylaws, a point of order to that effect would be proper, either raised by a board member at a board meeting, or raised by a general member at a general membership meeting.

 

Edited to add:

___________

 

Not to minimize the gravity of a bylaws violation, but even so, I'm not sure what you believe might have been gained by being able to witness the election process.  Presuming that the board is empowered to elect its own officers, and presuming that the results of the election were announced, and not disputed by any board members, what, beyond knowing the results sooner, would you find advantageous?

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Not to minimize the gravity of a bylaws violation, but even so, I'm not sure what you believe might have been gained by being able to witness the election process.  Presuming that the board is empowered to elect its own officers, and presuming that the results of the election were announced, and not disputed by any board members, what, beyond knowing the results sooner, would you find advantageous?

Well, hold on a bit. If the bylaws indeed provide that the board should have met in open session, and did not do so, I think this is a perfectly valid complaint. If the members had a right to attend, then they can and should protect this right fiercely. If nothing else, it is important to make sure the board doesn't pull this stunt again.

On the other hand, if the board is not required to hold open meetings, and the only issue is that the elections were held early, then this doesn't affect the members of the society at all, and I don't see why anyone but a board member should care.

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