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Bylaws vs Roberts rules


Golfer
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Had a board opening that a member of the golf club volunteered to fill for three months until a permanent one could be elected.  When the member joined the table, it was assumed that being the only candidate, that an actual vote was not needed, so the member assumed the position.  Now reading the bylaws, it states

"in case of a vacancy, nominations shall be submitted by board members and an interim director shall be placed within 30 days of the vacancy by majority vote of the board. (we had no one show for a replacement within 30 days) .  the interim director shall hold the position until the next annual meeting in which all vacancies, interim or expired terms are voted on by the general membership.  any board member elected to an unexpired term shall only serve the balance for that unexpired term."

Upon realizing that the board did not vote on the appointment of the member that the member is not on the board.  Now a board member is claiming "Roberts Rules of Order, page 54, says that a decision may be made informally by unanimous consent. That is what happened. "    My belief is the bylaws overrule Roberts rules and the member is not on the board.  Any advice?

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1.  The fact that a motion can be adopted by unanimous consent is not a general get-out-jail-free card.  

2.  Not having been present at your board meeting, I don't know if this decision was made by unanimous consent.  There is a difference between implying a motion with unanimous consent, and strong-arming people into a decision.

3.  If there were a conflict between RONR and your bylaws (I don't think there is one here - a unanimous consent is tantamount to a vote) then your bylaws prevail.

4.  A perhaps more interesting question is whether this person is validly on the board, and if not, if it is too late to raise a point of order.

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I tend to agree with Godelfan.  Although the procedure followed cut some corners and was not conducted precisely as perhaps contemplated by the bylaws, I'm not convinced that the bylaws have been violated or that the appointment is invalid.  I think that is a judgment call for your organization to make based on all of the circumstances.  Giving the action taken the benefit of the doubt, it could well be construed as having been done by unanimous consent.  If a member believe it was improper and that the appointment is invalid, that member should raise a point of order at the next meeting that the appointment was invalid for failure to follow the bylaws.  The chair will rule on it one way or the other.  His ruling can be appealed to the assembly, which has the final word. 

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20 hours ago, Golfer said:

Had a board opening that a member of the golf club volunteered to fill for three months until a permanent one could be elected.  When the member joined the table, it was assumed that being the only candidate, that an actual vote was not needed, so the member assumed the position.  Now reading the bylaws, it states

"in case of a vacancy, nominations shall be submitted by board members and an interim director shall be placed within 30 days of the vacancy by majority vote of the board. (we had no one show for a replacement within 30 days) .  the interim director shall hold the position until the next annual meeting in which all vacancies, interim or expired terms are voted on by the general membership.  any board member elected to an unexpired term shall only serve the balance for that unexpired term."

Upon realizing that the board did not vote on the appointment of the member that the member is not on the board.  Now a board member is claiming "Roberts Rules of Order, page 54, says that a decision may be made informally by unanimous consent. That is what happened. "    My belief is the bylaws overrule Roberts rules and the member is not on the board.  Any advice?

The bylaws do overrule Robert's Rules, but in my opinion, there is no conflict. Unanimous consent is an acceptable substitute for a majority vote. Such a procedure is, in fact, the recommended option when there is only one candidate in an election (so long as the bylaws do not require a ballot vote). The rule in your bylaws does not appear to be written in such a way so as to exclude that option. Additionally, even if your organization does interpret that the bylaws prohibit the board from making this decision by unanimous consent, a Point of Order regarding this manner is no longer timely.

I would note that if your board insists on taking a formal vote even when there is only one candidate, such a vote should be taken by ballot or roll call, so that members who do not wish to vote for the candidate vote for someone else. A "yes" or "no" vote is not appropriate in an election. You need to elect someone.

20 hours ago, Godelfan said:

4.  A perhaps more interesting question is whether this person is validly on the board, and if not, if it is too late to raise a point of order.

Based on the facts presented, it is too late to raise a Point of Order, even if there was a violation in the first place (and I do not think there was).

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The bylaws do state:

"The rules of procedure at the meetings of the members and the board of directors of this club shall be  according to Roberts rules of order, so far as applicable and not inconsistent with these bylaws.  No action shall be taken by the board of directors which is in conflict with these bylaws.  This individual has been notified that he was not voted on and that he will have to wait until the next meeting for a vote.   The assumption upon his nomination was since he was the only nominee, it did not need to be voted on.  In retrospect, I do not believe he would have received a majority vote of the board to be appointed.   Now he is refusing to not be the secretary despite my two written warnings.   He has also circulated a petition for an emergency meeting of the membership, which he had to do because he could not get board members to allow an emergency meeting.  See the attached file for the petition wording.

GetFileAttachment?id=AQMkADAwATE2MTgwLWExNDEtNDU2MC0wMAItMDAKAEYAAAMG9mOKHTq%2BTJbCdQSBgmFdBwAqLzweBeK0RYDVgOWlgMjxAAACAQkAAAAqLzweBeK0RYDVgOWlgMjxAAAArpTK5gAAAAESABAAex9qdHQAdwRJloXAns6Ufwo%3D&X-OWA-CANARY=-1Yy4jv2cU6zaHoDxE2YRVBvb4feONQYXaq8M4v6ls-AzlPYlyuxBieXhp0D1PN78KZMhVCTAvc.&token=d1ccc51a-1d8b-4756-892c-100dec762469&owa=outlook.live.com&isc=1

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2 hours ago, Golfer said:

The bylaws do state:

"The rules of procedure at the meetings of the members and the board of directors of this club shall be  according to Roberts rules of order, so far as applicable and not inconsistent with these bylaws.  No action shall be taken by the board of directors which is in conflict with these bylaws.  This individual has been notified that he was not voted on and that he will have to wait until the next meeting for a vote.   The assumption upon his nomination was since he was the only nominee, it did not need to be voted on.  In retrospect, I do not believe he would have received a majority vote of the board to be appointed.   Now he is refusing to not be the secretary despite my two written warnings.   He has also circulated a petition for an emergency meeting of the membership, which he had to do because he could not get board members to allow an emergency meeting.  See the attached file for the petition wording.

Based on the facts presented, I still think the member is correct, as was the assumption that his nomination did not need to be voted on since he was the only nominee. As I understand the facts, your bylaws do not require a ballot vote. In such cases, the appropriate course of action when there is only one nominee is for the chair to declare that nominee elected. "If only one person is nominated and the bylaws do not require that a ballot vote be taken, the chair, after ensuring that, in fact, no members present wish to make further nominations, simply declares that the nominee is elected, thus effecting the election by unanimous consent or 'acclamation.'" (RONR, pg. 443)

The reason for this is that voting "no" is not an option. You have to vote for a person, so if you don't have anyone else in mind to vote for, there's not much point in taking a vote. If you did have someone else in mind to vote for, you should have nominated that person, and then you would have had an election. Nothing I have seen from your bylaws so far suggests to me that a vote is required even in these circumstances. So based on all this, there never was any error, and the member is the Secretary.

Even assuming I am wrong on my first point, however, and the bylaws do, in fact, prohibit the board from using unanimous consent and require an election even if there is only one candidate, it is too late to raise a Point of Order regarding this issue at this time. Generally speaking, a Point of Order must be raised at the time of the violation. There are some exceptions, but this is not one of them. Since a timely Point of Order was not raised, the election is valid notwithstanding the error, and the member is the Secretary.

Even assuming I am wrong on my first and second point, however, and we somehow assume that there is a violation and a continuing breach here, so that a Point of Order may be raised at a later meeting, this has not yet happened. An election may not be invalidated between meetings. The board (rather foolishly) rejected the member's request for a special meeting to address this issue, so the board has not yet made any decision, and therefore the election remains valid, the ongoing error notwithstanding. The member is still the Secretary.

So no matter how you look at it, the member is the Secretary, despite the fact that you have mistakenly informed him otherwise. The member has taken the appropriate action of attempting to get the board to resolve this issue, and since the board has inexplicably refused to do so, he has appropriately taken the matter to the next level (the membership) to resolve the issue, which is the ultimate judge of the society's rules.

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