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Election of officers, 3 questions


Guest Olga

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1. Our organization has a two-step election procedure. In the first step the 7 members of the Board are elected. In the second step the four officers (President, VP, Treasurer, Secretary) are elected from among the 7 Board members. All of these 4 have signing authority. The ByLaws require secret ballot for the second step. Our ByLaw does not state that affairs are to be conducted according to RO.

At the March 2015 AGM the Board was elected according to the ByLaws. Then, the Treasurer was elected by secret ballot from 2 candidates. The remaining 3 positions only had one candidate each. These were elected by acclamation. 

At a members' meeting in October 2015 the ByLaws were amended to make exception from the requirement of secret ballot in the case of uncontested candidacy in the Officers' election.

My question is: what is the status of the 3 Officers elected by acclamation? They have been governing the organization and signing documents. RONR seems to say that a point of order can be raised at any time regarding this error, and also says that only the voting body can resolve the matter. If there is something to be remedied, what is it, and how to accomplish it?

The next AGM is in March 2016.

The relevant statute (Canada Non-for-profit Corporations Act, 139.) states: "An act of a director or an officer is valid despite an irregularity in their election or appointment or a defect in their qualification." Does this help/get us off the hook?

 

2. The recent ByLaw amendment exempts uncontested candidacy from secret ballot, but the Board intends to hold a vote (such as show of hands) rather than declare such a candidate by acclamation.  If it should happen, that the candidacy of an uncontested candidate is rejected by the membership, where does that leave us?

 

3. The ByLaw states that the Chair of members meetings is the President, and in his absence the VP. Under the description of Offices it is repeated: "The President, when present, shall preside at all meetings of the BoD and of the members." At the March 2015 AGM the president invited a skilled professional and appointed her to chair the AGM. After the initial remarks of the president (who was present throughout), she was chairing the meeting. RONR states (p 453, 25-35) that this can be allowed, but it was neither voted on by the members nor were the rules suspended. Again, our ByLaw does not state that affairs are to be conducted according to RO. The Board have powers of delegation, but those are not spelled out in the ByLaw. 

My question is: Was this an acceptable procedure? If not, does this affect the validity of anything that was voted on at that meeting?

 

Thank you!

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1. Our organization has a two-step election procedure. In the first step the 7 members of the Board are elected. In the second step the four officers (President, VP, Treasurer, Secretary) are elected from among the 7 Board members. All of these 4 have signing authority. The ByLaws require secret ballot for the second step. Our ByLaw does not state that affairs are to be conducted according to RO.

At the March 2015 AGM the Board was elected according to the ByLaws. Then, the Treasurer was elected by secret ballot from 2 candidates. The remaining 3 positions only had one candidate each. These were elected by acclamation. 

At a members' meeting in October 2015 the ByLaws were amended to make exception from the requirement of secret ballot in the case of uncontested candidacy in the Officers' election.

My question is: what is the status of the 3 Officers elected by acclamation?

 

I think you answered your first question:

 

RONR seems to say that a point of order can be raised at any time regarding this error, and also says that only the voting body can resolve the matter.

 

Yes, that is correct (see RONR 11th ed., p. 251 and p. 446).

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Does this mean that your organization has not adopted RONR? If so, see here.

Yes, our organization has not adopted RONR, however when challenged on the items under 1. and 3. in my question, the Chair of the March 2015 meeting stated that the meeting was conducted according to RO.

I would be a little afraid to formally (in the ByLaw) adopt RONR just now, as the organization's procedures have been rather informal. We are inching towards standard procedures, and I would not like us to face a point of order at every turn.

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2. The recent ByLaw amendment exempts uncontested candidacy from secret ballot, but the Board intends to hold a vote (such as show of hands) rather than declare such a candidate by acclamation.  If it should happen, that the candidacy of an uncontested candidate is rejected by the membership, where does that leave us?

 

 

Elect someone else.

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3. The ByLaw states that the Chair of members meetings is the President, and in his absence the VP. Under the description of Offices it is repeated: "The President, when present, shall preside at all meetings of the BoD and of the members." At the March 2015 AGM the president invited a skilled professional and appointed her to chair the AGM. After the initial remarks of the president (who was present throughout), she was chairing the meeting. RONR states (p 453, 25-35) that this can be allowed, but it was neither voted on by the members nor were the rules suspended. Again, our ByLaw does not state that affairs are to be conducted according to RO. The Board have powers of delegation, but those are not spelled out in the ByLaw. 

My question is: Was this an acceptable procedure? If not, does this affect the validity of anything that was voted on at that meeting?

 

 

It seems that no one objected.

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Re: 1. Note that we have a correctly elected 7 person Board of Directors.  It is only in the case of 3 of the 4 Officers where the election procedure did not follow the ByLaw. Those 3 are still valid members of the Board.

I still need help on this one, please.

My own thought is that according to the ByLaw an Officer remains in office until replaced, resigned, ceases to be Director, or dies. Therefore if there is anyone on the Board who was on the previous Board, and who was an Officer on that Board, that person still is an Officer, because he was not replaced (due to faulty election of Officers), he did not resign (his term expired) and he did not cease to be a Director (was re-elected). We have one such person. So we have a legally elected Board and 2 legally elected Officers...

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I still need help on this one, please.

My own thought is that according to the ByLaw an Officer remains in office until replaced, resigned, ceases to be Director, or dies. Therefore if there is anyone on the Board who was on the previous Board, and who was an Officer on that Board, that person still is an Officer, because he was not replaced (due to faulty election of Officers), he did not resign (his term expired) and he did not cease to be a Director (was re-elected). We have one such person. So we have a legally elected Board and 2 legally elected Officers...

You're getting ahead of yourself. Remember the second part of what you said earlier - only the voting body can resolve the matter. That hasn't happened yet. Unless and until the membership declares the election null and void (which it should do), you still have all four officers. It's true that when that happens, you'll be short a few officers... but the assembly can and should proceed to complete the election immediately, so it's no big deal.

I'm also not sure when the next meeting is. If it's not until their terms are over anyway, this all becomes moot.

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You're getting ahead of yourself. Remember the second part of what you said earlier - only the voting body can resolve the matter. That hasn't happened yet. Unless and until the membership declares the election null and void (which it should do), you still have all four officers. It's true that when that happens, you'll be short a few officers... but the assembly can and should proceed to complete the election immediately, so it's no big deal.

I'm also not sure when the next meeting is. If it's not until their terms are over anyway, this all becomes moot.

The term is 2 years and only 1 year will have passed at March 2016, the time of the next AGM.

We just had a meeting recently but did not know at that time what to do about this.

But to avoid future mishaps, this recent assembly amended the ByLaw to allow dispensing with ballot voting in the case of uncontested candidacy for Officer positions. 

I am not sure how to "complete the election" at the March 2016 assembly. Would the amended ByLaw apply, or the one that was in effect when the improper election happened?

In other words, after the membership declares the election null and void, would these 3 officers be simply declared elected by acclamation (which is now allowed)? Or would we need to go through with the secret ballot, that should have happened in March 2015?

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I am not sure how to "complete the election" at the March 2016 assembly. Would the amended ByLaw apply, or the one that was in effect when the improper election happened?

In other words, after the membership declares the election null and void, would these 3 officers be simply declared elected by acclamation (which is now allowed)? Or would we need to go through with the secret ballot, that should have happened in March 2015?

The current bylaws apply. The candidates may now be declared elected by acclamation if there is no opposition.

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The current bylaws apply. The candidates may now be declared elected by acclamation if there is no opposition.

"There is no opposition" meaning there is no competing candidate for a position?

Six members of the Board (Treasurer excluded, as she was elected to her post by secret ballot, and thus properly) could all apply for the three Officer position, right?

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"There is no opposition" meaning there is no competing candidate for a position?

Six members of the Board (Treasurer excluded, as she was elected to her post by secret ballot, and thus properly) could all apply for the three Officer position, right?

 

Those are your rules. If they're not clear, they could be amended to remove the ambiguity.

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"There is no opposition" meaning there is no competing candidate for a position?

Yes.

Six members of the Board (Treasurer excluded, as she was elected to her post by secret ballot, and thus properly) could all apply for the three Officer position, right?

It seems to me that all seven could seek the positions, unless your bylaws prohibit someone from holding more than one office. RONR doesn't.

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