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At our annual spring meeting to elect new board officers a group of people were unhappy with the work of the nominating committee (outlined in our "Articles of Incorporation"). The election was in process when objection was made and a debate ensued that admittedly was not handled well by the chair. The assembly moved to suspend elections to a later date. It was unclear whether it was to allow for more nominations by "written petition" or for clarification on our procedures. Since the Nominating Committee presented a full list of nominees to satisfy the slate and nominations were closed two weeks before the annual meeting, can the assembly circumvent the procedure to reopen nominations or take nominations from the floor at the meeting?

Here are the pertinent places outlining elections and the nomination process in our Articles of Incorporation. By the way, our constitution reads: "In all matters not specifically provided for, procedure shall be according to Robert's Rules of Order." Yes, we have both a constitution and Articles of Incorporation.

The election procedures are outlined in the Articles of Incorporation under the following article:

Article 5: Extended Executive Board/ (B)    Elections to the Church Council

(1)   Elections shall be conducted at the Spring Congregational Meeting, the date of which shall be announced two months in advance.

(2)   Two weeks before the Spring Congregational Meeting, the Nominating Committee (see below, Article 6(B)(f)) shall present the slate of nominees to the membership in writing, at which time the slate shall be closed.

Our  Articles of Incorporation call for a Nominating Committee (Article 6: General Assemblies/ (B) Meetings/ (5) Procedures/(f) The Nominating Committee).

Types of Nominations:

·      Proposals by the Committee;

·      Proposals by the General Assembly: Upon written petition, a candidate shall be placed on the slate of nominees when he/she signifies his/her intent with the signatures of five members of the General Assembly. The committee must receive all written petitions three weeks prior to the date of the election.

For anyone interested, I have attached our articles of incorporation.

Articles-Incorporation-Revised_November-2015.doc

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The rules in RONR provide that after the nominating committee presents its report, the chair must then call for nominations from the floor.

You will need to determine if your bylaws have rules that are inconsistent with that, which would take precedence.

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6 hours ago, ACB Pastor said:

The assembly moved to suspend elections to a later date.

Well whatever you think is a big problem with the nomination process is now rather small.  The above quoted action is completely improper and it's possible your officers' terms have expired and you have no officers.  Now that's a big problem.

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The rules in RONR provide that after the nominating committee presents its report, the chair must then call for nominations from the floor.

You will need to determine if your bylaws have rules that are inconsistent with that, which would take precedence.

I see that RONR calls for nominations from the floor, but we do not have bylaws. We only have the Articles of Incorporation that call for a nominating committee and the closing of nominations two weeks before the annual meeting. If nominations are closed as stated can the chair still call for nominations from the floor? That would actually be a welcome option by the organization.

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On 16.6.2017 at 3:38 PM, Gary Novosielski said:

The rules in RONR provide that after the nominating committee presents its report, the chair must then call for nominations from the floor.

You will need to determine if your bylaws have rules that are inconsistent with that, which would take precedence.

I see that RONR calls for nominations from the floor, but we do not have bylaws. We only have the Articles of Incorporation that call for a nominating committee and the closing of nominations two weeks before the annual meeting. If nominations are closed as stated can the chair still call for nominations from the floor? That would actually be a welcome option by the organization.

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On 16.6.2017 at 4:24 PM, George Mervosh said:

Well whatever you think is a big problem with the nomination process is now rather small.  The above quoted action is completely improper and it's possible your officers' terms have expired and you have no officers.  Now that's a big problem.

I hope that the ensuing postponement of the elections can be resumed at the next called meeting and either the slate readmitted or a new slate put forward. Yes, this has put the current officers in a bit of a quandary as they were hoping to be relived of their office following the elections, but now find themselves continuing until the election can proceed. They are trying to work for the good of the organization albeit on shaky ground.

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4 hours ago, ACB Pastor said:

I see that RONR calls for nominations from the floor, but we do not have bylaws. We only have the Articles of Incorporation that call for a nominating committee and the closing of nominations two weeks before the annual meeting. If nominations are closed as stated can the chair still call for nominations from the floor? That would actually be a welcome option by the organization.

Well, is RONR listed as your parliamentary authority?

If so, then yes, the chair can call for nominations, or if he fails to do so, any member may move to re-open nominations, which requires majority approval.

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Pastor, you leave us wondering whether or not your church's Articles of Incorporation contain a provision which adopts RONR as its parliamentary authority, and if so, exactly what it says. I do note, however, that it hasn't paid much attention to RONR's admonition that an organization should never adopt a rule permitting absentee ballots to be counted along with the ballots cast by persons in attendance at the meeting at which the vote is taken (RONR, 11th ed., p. 423), but it's not the only organization which has made this mistake.  :)

 

 

Edited by Daniel H. Honemann
Deleted what I had added as a second paragraph, having had second thoughts about it.

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18 hours ago, Gary Novosielski said:

Well, is RONR listed as your parliamentary authority?

If so, then yes, the chair can call for nominations, or if he fails to do so, any member may move to re-open nominations, which requires majority approval.

Even though the Articles say "the slate shall be closed"? It's a matter of interpretation whether the Articles intend that no further nominations be made. Now, assuming that is the case, is this closure a rule of order that may be suspended?

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3 hours ago, Guest Who's Coming to Dinner said:

Even though the Articles say "the slate shall be closed"? It's a matter of interpretation whether the Articles intend that no further nominations be made. Now, assuming that is the case, is this closure a rule of order that may be suspended?

Interesting.

RONR fails to explicitly mention that, if a rule in the nature of a rule of order is embedded in one's Articles of Incorporation, then the rule may still be suspended.

Since one's Articles of Incorporation are issued from the state, I suspect that this may be a legal issue, with 50 answers for the 50 states in the U.S.

 

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10 hours ago, Kim Goldsworthy said:

 

Since one's Articles of Incorporation are issued from the state, I suspect that this may be a legal issue, with 50 answers for the 50 states in the U.S.

 

I think it more accurate (at least in my state) to say that Articles of Incorporation are "filed with" (not "issued from") the state. It's the state's acceptance of the Articles of Incorporation for recordation which makes the proposed corporation a legally constituted body corporate. 

Actually, the rule in RONR appears to be that nothing in Articles of Incorporation can be suspended by the organization itself unless the Articles themselves so provide, and therefore, as a general rule, should contain only what is necessary to obtain their acceptance. (RONR, 11th ed., pp. 11-12). However, from what has been posted, it appears that Articles of Incorporation in Germany are designed to contain virtually all of he rules which would, here in the United States, ordinarily be contained in bylaws, raising some doubt about the applicability of what RONR says in this connection.

 

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On 18.6.2017 at 1:17 PM, Daniel H. Honemann said:

Pastor, you leave us wondering whether or not your church's Articles of Incorporation contain a provision which adopts RONR as its parliamentary authority, and if so, exactly what it says. I do note, however, that it hasn't paid much attention to RONR's admonition that an organization should never adopt a rule permitting absentee ballots to be counted along with the ballots cast by persons in attendance at the meeting at which the vote is taken (RONR, 11th ed., p. 423), but it's not the only organization which has made this mistake.  :)

 

 

Thank you for your helpful comments. We have two documents for the church. The first is the constitution that outlines our statement of faith and the organization in the United States with which we are most closely aligned. In that document Robert's Rules is referenced as such:

Article IX: Powers of the Congregation (A)       General

(1)        The congregation as a body, through the voting members, shall be responsible for administering and managing all its external and internal affairs.  The establishment and conduct of all institutions and societies within the congregation shall at all times be subject to the approval and supervision of the congregation.  The power and authority of the congregation shall be exercised through the congregational meeting, called and held in conformity with civil laws and provisions of the constitution and the by-laws of the congregation.

(2)        In all matters not specifically provided for, procedure shall be according to Robert's Rules of Order. (Bold emphasis is mine)

The German registry of social organizations requires us to file a German "Articles of Incorporation" that might be considered bylaws (?), but is used to meet their requirements. The election procedures are outlined in the Vereinssatzung / Articles of Incorporation under the following article:

Article 5: Extended Executive Board/ (B)    Elections to the Church Council

(1)   Elections shall be conducted at the Spring Congregational Meeting, the date of which shall be announced two months in advance.

(2)   Two weeks before the Spring Congregational Meeting, the Nominating Committee (see below, Article 6(B)(f)) shall present the slate of nominees to the membership in writing, at which time the slate shall be closed. (Bold emphasis is mine)

My question is once we reach the agenda item for Report of the Nomination Committee and elections of new officers, can we take nominations from the floor as outlined in RONR page 435? Or, does this provision stating that that the "slate shall be closed" means that no further nominations can be taken, ven from the floor?

Thank you so much for your considerations of this matter!

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33 minutes ago, ACB Pastor said:

Thank you for your helpful comments. We have two documents for the church. The first is the constitution that outlines our statement of faith and the organization in the United States with which we are most closely aligned. In that document Robert's Rules is referenced as such:

Article IX: Powers of the Congregation (A)       General

(1)        The congregation as a body, through the voting members, shall be responsible for administering and managing all its external and internal affairs.  The establishment and conduct of all institutions and societies within the congregation shall at all times be subject to the approval and supervision of the congregation.  The power and authority of the congregation shall be exercised through the congregational meeting, called and held in conformity with civil laws and provisions of the constitution and the by-laws of the congregation.

(2)        In all matters not specifically provided for, procedure shall be according to Robert's Rules of Order. (Bold emphasis is mine)

The German registry of social organizations requires us to file a German "Articles of Incorporation" that might be considered bylaws (?), but is used to meet their requirements. The election procedures are outlined in the Vereinssatzung / Articles of Incorporation under the following article:

Article 5: Extended Executive Board/ (B)    Elections to the Church Council

(1)   Elections shall be conducted at the Spring Congregational Meeting, the date of which shall be announced two months in advance.

(2)   Two weeks before the Spring Congregational Meeting, the Nominating Committee (see below, Article 6(B)(f)) shall present the slate of nominees to the membership in writing, at which time the slate shall be closed. (Bold emphasis is mine)

My question is once we reach the agenda item for Report of the Nomination Committee and elections of new officers, can we take nominations from the floor as outlined in RONR page 435? Or, does this provision stating that that the "slate shall be closed" means that no further nominations can be taken, ven from the floor?

Thank you so much for your considerations of this matter!

As previously stated, the rule in RONR appears to be that nothing in Articles of Incorporation can be suspended unless the Articles themselves so provide, and therefore, as a general rule, such articles should contain only what is necessary to obtain their acceptance. (RONR, 11th ed., pp. 11-12). If this rule is deemed to be applicable to your situation, then I would think that no nominations can be taken from the floor. However, from what you have posted, it appears that your Articles of Incorporation are designed to contain virtually all of he rules which would, here in the United States, ordinarily be contained in bylaws, raising some doubt about the applicability of what RONR says in this connection. As a consequence, I am unable to give you an answer to your question in which I can have any confidence. I suppose if an effort is made during your next meeting to reopen nominations, this question will have to be resolved by your congregation's assembly through the point of order, ruling, and appeal process outlined in Sections 23 and 24 in RONR.

I think it is also of significance to note that nothing you have posted from your governing documents indicates that write-in votes during your ballot elections are prohibited.

 

 

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Just now, Daniel H. Honemann said:

As previously stated, the rule in RONR appears to be that nothing in Articles of Incorporation can be suspended unless the Articles themselves so provide, and therefore, as a general rule, such articles should contain only what is necessary to obtain their acceptance. (RONR, 11th ed., pp. 11-12). If this rule is deemed to be applicable to your situation, then I would think that no nominations can be taken from the floor. However, from what you have posted, it appears that your Articles of Incorporation are designed to contain virtually all of he rules which would, here in the United States, ordinarily be contained in bylaws, raising some doubt about the applicability of what RONR says in this connection. As a consequence, I am unable to give you an answer to your question in which I can have any confidence. I suppose if an effort is made during your next meeting to reopen nominations, this question will have to be resolved by your congregation's assembly through the point of order, ruling, and appeal process outlined in Sections 23 and 24 in RONR.

I think it is also of significance to note that nothing you have posted from your governing documents indicates that write-in votes during your ballot elections are prohibited.

 

 

Thank you again for your helpful response! I think we will need to revisit our governing documents and make some changes and additions for the future.

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