Process To Null An Unnecessary Election

[DaveP]

In our little Club's Constitution and Bylaws, under Members at Large, it specifically states that, "The President shall appoint at least one Board Member at Large to coordinate special interest group activities". Also, under duties, "The President, has the power to appoint all non elected committee chairpersons".

Therefore said position is not elected, correct?

In my absence, the older members, who were not reelected, insisted on a Member at Large Election. The new VP, and new Webmaster, misinterpreted the Constitution and Bylaws and read that Member at Large needed to be elected by the membership.

How do I undo this?

Thanks in advance.

Constitution&ByLaws1974 copy.pdf

Edited January 15, 2018 at 05:36 PM by DaveP
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[Joshua Katz]

Are you the President?

[DaveP]

Yes

 

[J. J.]

The bylaw reads:  "The President shall appoint at least on[e] Board Member at Large to coordinate special interest group activities."

If Members at Large are elected by the assembly, this could mean that the president must appoint one of these elected Members at Large "to coordinate special interest group activities."  It would not grant the president to appoint a member at large in that case.

What is the rest of bylaws will determine if what the answer is. 

There may be nothing to undo. 

[DaveP]

Thanks for your reply.

How does "individual shall appoint" morph into "elect by a group"?

That doesn't make sense. The whole point is that the President was circumvented and that the two members strong armed their way on. They convinced the sheep. Mob mentality. That would not have happened if the President was there. I am the President. Other than that the meeting went very well in my absense.

Copy of Constitution and Bylaws attached to my original posting for everyone's reference. Club name omitted to protect the innocent.

[Greg Goodwiller, PRP]

First of all, it is ultimately your organization's responsibility to interpret its own bylaws.

That said, having reviewed them, I don't read them to say at all what you are saying; namely, that the President appoints Members at Large. The bylaws clearly state that there are to be two such officers, and the article on the President's duties includes the responsibility for assigning one Member at Large the responsibility of overseeing "special interest groups," as well as authority to make committee chair appointments - neither of which, in my opinion, has anything to do with the election of those two Members at Large.

So in my opinion, what was done in your absence was done in accordance with your bylaws. 

[J. J.]

35 minutes ago, DaveP said:

Thanks for your reply.

How does "individual shall appoint" morph into "elect by a group"?

 

The line is:  "The President shall appoint at least on[e] Board Member at Large to coordinate special interest group activities."

You, as president, can appoint someone, who is already a Board Member at Large, to coordinate those activities.  That clause does not say "They president may appoint to serve on the board as a Member at Large."  No morphing.

Now, some other clause might grant you that authority, but that one, standing alone, does not.  In context it might. 

Edited January 15, 2018 at 06:18 PM by J. J.

[Guest Who's Coming to Dinner]

1 hour ago, DaveP said:

How do I undo this?

If you are still determined to try, you will raise a point of order at a future meeting that the election was made in violation of the bylaws and is thus null and void. Any member may appeal your ruling and the question will be decided by a vote.

[DaveP]

I see the interpretation of both sides.

So then there needs to be further clarification under Elections so that this doesn't happen again. We are looking to update the document to reflect the change in times, anyway.

What's happened is that the individuals elected always agree with their buddy (now President Emeritus), and those Members at Large don't represent the whole.

I've inherited a club that had a dictatorship for decades, no BOD, and the PE wont let go. With the two new MAL's it'll be hard to remove him with a 50/50 split, plus the President.

On the argument of "the election was made in violation of the bylaws", what would be the President's case? That it shouldn't have happened without an approval or knowledge?

Give them an inch they'll take Manhattan.

[Guest Who's Coming to Dinner]

29 minutes ago, DaveP said:

On the argument of "the election was made in violation of the bylaws", what would be the President's case? That it shouldn't have happened without an approval or knowledge?

It would be that the bylaw in question (1) grants the President authority to appoint a board member-at-large AND to assign her/him to coordination of special interest group activities at the same time, and (2) prevents the members from electing any other board members-at-large.

[Josh Martin]

55 minutes ago, Guest Who's Coming to Dinner said:

It would be that the bylaw in question (1) grants the President authority to appoint a board member-at-large AND to assign her/him to coordination of special interest group activities at the same time, and (2) prevents the members from electing any other board members-at-large.

This seems like a very hard sell, since the bylaws specifically provide for two members at large.

I think a more reasonable argument would be that there are two members at large, and one of them is appointed by the President.

But I agree with J. J. and Mr. Goodwiller that the more logical reading of the bylaws is that both members are elected by the membership and the President appoints one (or both) of them to coordinate special interest group activities.

[J. J.]

1 hour ago, Josh Martin said:

This seems like a very hard sell, since the bylaws specifically provide for two members at large.

I think a more reasonable argument would be that there are two members at large, and one of them is appointed by the President.

But I agree with J. J. and Mr. Goodwiller that the more logical reading of the bylaws is that both members are elected by the membership and the President appoints one (or both) of them to coordinate special interest group activities.

I'm hedging because I don't know the full context, but I suspect that the membership elects these Members at Large (MAL)and the president chooses one (or more).  If the membership or the board does not elect these MAL, my answer might be different. 

[Richard Brown]

1 hour ago, Josh Martin said:

This seems like a very hard sell, since the bylaws specifically provide for two members at large.

I think a more reasonable argument would be that there are two members at large, and one of them is appointed by the President.

But I agree with J. J. and Mr. Goodwiller that the more logical reading of the bylaws is that both members are elected by the membership and the President appoints one (or both) of them to coordinate special interest group activities.

I, too, agree with this position.

[Joshua Katz]

What I was going to say, without entering into bylaw interpretation, was that if the President believes he has sole appointment power, he could proceed in two ways.  One, he could raise a point of order on his own accord, which would almost certainly be appealed.  Alternatively, he can simply ignore the election and go on to make the appointments, regarding the election as irrelevant.  This would cause a point of order, which he could then rule on, which would be appealed, etc.

[DaveP]

Ok then all positions must be elected by the membership. 

The MAL I did appoint must wait to be elected by the board or by the membership?

Thank you all for your input.

[J. J.]

18 minutes ago, DaveP said:

Ok then all positions must be elected by the membership. 

The MAL I did appoint must wait to be elected by the board or by the membership?

Thank you all for your input.

To give a definite answer, someone would have to read through your bylaws, but I would suspect that it would be elective and that you could appoint an MAL. 

You might want to hire a parliamentarian to look at your bylaws, but there will probably be some cost to it.  You may locate a parliamentarian through either or both of these organizations:

National Association of Parliamentarians
213 South Main Street
Independence, MO 64050

Office: 816-833-3892
Toll Free: 888-627-2929
Email: hq@nap2.org

or

American Institute of Parliamentarians
618 Church Street
Suite 520
Nashville, TN 37219

Toll-free: 888-664-0428
Fax: 615-248-9523
Email: aip@aipparl.org

[Josh Martin]

7 hours ago, DaveP said:

Ok then all positions must be elected by the membership. 

The MAL I did appoint must wait to be elected by the board or by the membership?

Thank you all for your input.

Didn’t the membership already have an election?

[DaveP]

7 hours ago, J. J. said:

To give a definite answer, someone would have to read through your bylaws, but I would suspect that it would be elective and that you could appoint an MAL. 

You might want to hire a parliamentarian to look at your bylaws, but there will probably be some cost to it.  You may locate a parliamentarian through either or both of these organizations:

Yes, the election was pushed and conducted in the President's absense. The President would have rejected the two individuals who have been dead wood, and who's only motive is to support the President Emeritus. Like puppets.

There are no special interest groups for the MAL in a 20 person group.

We plan to make this a non-profit for JAN2019, and I will want a proper Constitution, and bylaws by then. Thanks everyone!

Coffee break.

[Gary Novosielski]

By what authority could the president "reject" people who have been elected by the membership?

[Josh Martin]

3 hours ago, DaveP said:

Yes, the election was pushed and conducted in the President's absense. The President would have rejected the two individuals who have been dead wood, and who's only motive is to support the President Emeritus. Like puppets.

If the positions are in fact elected by the membership (which is my interpretation), the President cannot “reject” them. Additionally, the fact that the President was absent does not undermine the validity of the election.

3 hours ago, DaveP said:

There are no special interest groups for the MAL in a 20 person group.

Well, then it would seem logical to amend the bylaws to remove the provision “The President shall appoint at least one Board Member at Large to coordinate special interest group activities,” but until that is done, the President shall have to appoint at least one of the board members at large to coordinate special interest group activities.

3 hours ago, DaveP said:

We plan to make this a non-profit for JAN2019, and I will want a proper Constitution, and bylaws by then.

There does not appear to be anything “improper” about the existing bylaws, but the society certainly may amend the bylaws as it wishes.