Board Transition War

[Guest boardnightmare]

Our incoming and outgoing boards are in an all out war.  There has been bad blood for a long time.  We have bylaws which state that there will be elections in May, and then the new board will "begin operating after the May or June meeting."  That's all they say.  Our fiscal year ends in June, and that is our last meeting.  

We have three signatories on our accounts according to bylaws - President, Secretary, and Treasurer.  This year, the President and Secretary were the only signatories, and the Treasurer was never given that authority, or given the books.  According the bylaws, the Treasurer is receives and pays all funds, not the president.  The treasurer in question is finishing the first of her two year term and will continue on the new board, but the President and Secretary will be replaced.  A week after the May election, there was some confusion over how to obtain signatures for a number of expenditures.  The two current and outgoing signatories (president and secretary) had limited availability to perform these duties, and the signatures were needed quickly.  The treasurer sent communications to the president asking for details on which board was operating, as the bylaws did not specify, and who she should request signatures from.  The president replied only by saying she would send the treasurer signatory forms for the bank, and that according to her records she had begun her term before the June meeting and also that she would not be at this year's June meeting.  The treasurer then went to the bank with the new president and secretary and had the signatories replaced with those of the new board.

The outgoing president then insisted she had never given her permission, and along with several others accused the incoming president and the treasurer of unethical conduct and asked for their resignation.  They accused them of shutting the rightful president out of the bank accounts for potentially illegal purposes.  They refused to listen to explanations or speak with the incoming president or the treasurer.  The president elect and treasurer have offered them full access to the books and even provided text and email records of the decision, but they are not interested.  No one is sure what to do.  The organization is looking at dissolution.  There was a meeting to attempt to resolve it, but it was run by the sitting president, who used the chair position to allow those in her faction to read a long list of accusations and conjectures and left little time for those accused to defend themselves.  

Is there anything in Robert's Rules that would help this transition move forward?  Is there anything that would indicate if the Treasurer and president elect did something wrong other than perhaps jumping the gun and misunderstanding the president's intentions?  

[Josh Martin]

12 minutes ago, Guest boardnightmare said:

Is there anything in Robert's Rules that would help this transition move forward?

No, not really. These seem to be political problems, not parliamentary ones. So far as I can tell, there are no questions about the rules here.

15 minutes ago, Guest boardnightmare said:

Is there anything that would indicate if the Treasurer and president elect did something wrong other than perhaps jumping the gun and misunderstanding the president's intentions?  

No. That is for the society to decide.

[Richard Brown]

Guest Boardnightmare, what, if anything, do your bylaws say about terms of office?  You quoted what they say about when the "new" board takes over (sort of), but I'm asking what the bylaws say about terms of office for officers.  It might be in the section on officers, elections or somewhere else.  What, if anything, do they say about when the officers assume office?

What, exactly, do your bylaws say about the annual meeting?

Please quote the relevant provisions exactly, don't paraphrase.

For whatever it's worth, RONR says that elections take effect immediately unless the bylaws provide otherwise.  By immediately, RONR means the instant each officer is elected.  It is common for bylaws to provide that new officers assume office upon adjournment of the annual meeting.  Do yours say anything like that? 

Edited to add:  I concur with the comments above by Josh Martin.  I don't see any parliamentary issues, either, except as to when the election becomes effective.  RONR is clear on that point, absent a contrary provision in the bylaws.

Edited May 25, 2018 at 04:52 PM by Richard Brown
Added last paragraph

[Guest Who's Coming to Dinner]

28 minutes ago, Guest boardnightmare said:

Is there anything in Robert's Rules that would help this transition move forward?  

Yes. If your bylaws permit, call a special meeting to decide exactly how to handle the transition and to instruct your officers and officers-elect accordingly. Should the President be a problem, move to suspend the rules and remove the President from the chair for the duration of the meeting. The Vice-President will then preside, or if none, you will elect a chairman pro tem.

[Richard Brown]

This is what RONR says about the effective date of elections on page 444 absent a contrary provision in the bylaws:

"TIME AT WHICH AN ELECTION TAKES EFFECT. An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election.
An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." (Emphas added)

[Gary Novosielski]

While RONR does not cover the banking part of this issue, all but the sloppiest of banks will typically require something like:  "a certified copy of a resolution naming the signatories of this account, duly adopted at a regular or properly called meeting of the organization, at which a quorum was present."

The question of who may sign checks is not something that gets decided by any one officer, or by guesswork among several.  It is something that the organization as a whole or, if authorized, the board as a whole decides, and that decision and no other is what the bank should honor.

[Richard Brown]

Agreeing with Mr. Novosielski, I will add that it is fairly common for banks to try to get all of the "old" and "new" officers/signers to come in together to make changes on the "signature cards".   Consider yourself fortunate if you have a bank that is easy to work with when it comes to making changes in a non-profit  organization's bank accounts. Some, usually the larger banks, can be quite picky and hard to deal with... such as their insistence that everyone come in together.  Some don't care much about the resolution, but just want all of the old and new officers to sign off on the changes.

In the case of one organization I belong to, we recently discovered that the bank had never removed any of the old signers from the checking account and that we had quite a few current and former members who have not been officers for several years but were still authorized to sign checks.

[Joshua Katz]

I once held a special meeting in a bank lobby to address this...

[Guest boardnightmare]

Here is what our bylaws say exactly:

Officers, except the Treasurer, shall assume their official duties following the
close of the meeting in May or June. The Treasurer shall assume his/her official duties upon the
completion of the auditing process. Officers, except the Treasurer, shall serve for a term of one
(1) year or until their successors are elected. The Treasurer shall serve a term of two (2) years.

[Richard Brown]

37 minutes ago, Guest boardnightmare said:

Here is what our bylaws say exactly:

Officers, except the Treasurer, shall assume their official duties following the
close of the meeting in May or June. The Treasurer shall assume his/her official duties upon the
completion of the auditing process. Officers, except the Treasurer, shall serve for a term of one
(1) year or until their successors are elected. The Treasurer shall serve a term of two (2) years.

I  think the key,  or  at least an important factor, is the sentence I have bolded:  "Officers . . . shall serve for a term of one year or until their successors are elected".   The new officers were elected at the May meeting.  Therefore, the terms of the outgoing officers (except for the Treasurer) ended the moment the new officers were elected.  The terms of the new officers began at the same instant (except for the Treasurer), at least in my opinion (and assuming there isn't another relevant bylaw provision we don't know about).

The foregoing language also comports with the rule in RONR that unless the bylaws provide otherwise, elections take effect immediately.

What is the custom here?  When do the new officers usually take over?  That will  also be a factor.

Edited to add:  I strongly urge that the bylaws be amended to remove the vague and ambiguous wording about officers taking over following the close of the meeting in May or June".  Pick a meeting.  Be specific. 

Edited May 25, 2018 at 07:22 PM by Richard Brown
Added last paragraph

[Atul Kapur]

53 minutes ago, Guest boardnightmare said:

Officers...shall assume their official duties following the close of the meeting in May or June. ...

Officers...shall serve for a term of one (1) year or until their successors are elected.

Are these two sentences in conflict? Whether you pick May or June (and I agree with Mr. Brown that you should choose one) do the two provisions -- "following the close of the meeting" vs "until their successors are elected" -- fit together?

Would it be better for the second sentence to say "...until their successors are elected and assume their official duties." ? Or is it that an immaterial difference?

[Josh Martin]

24 minutes ago, Richard Brown said:

I  think the key,  or  at least an important factor, is the sentence I have bolded:  "Officers . . . shall serve for a term of one year or until their successors are elected".   The new officers were elected at the May meeting.  Therefore, the terms of the outgoing officers (except for the Treasurer) ended the moment the new officers were elected.  The terms of the new officers began at the same instant (except for the Treasurer), at least in my opinion (and assuming there isn't another relevant bylaw provision we don't know about).

The foregoing language also comports with the rule in RONR that unless the bylaws provide otherwise, elections take effect immediately.

I think that the rule which provides that the officers (except the Treasurer) shall not begin their official duties after the May or June meeting introduces some ambiguity in this regard. I assume that the purpose of this clause is to affect the time at which the officers shall take office, as it would seem extremely odd for there to be a period of time where an officer has taken office but someone else (or no one) is performing the duties of the office. It seems to me that the officers (except for the Treasurer) take office after the May or June meeting (although it is not clear which one) and the Treasurer takes office after the audit is completed.

I don’t think that the rule that the officers serve “until their officers are elected” really settles this matter, given the existence of the previous sentence.

I think the organization will need to interpret its bylaws to resolve this matter (and in the long run, they should be amended), although it seems likely that the conflict will continue regardless of the society’s interpretation.

6 minutes ago, Atul Kapur, PRP "Student" said:

Are these two sentences in conflict? Whether you pick May or June (and I agree with Mr. Brown that you should choose one) do the two provisions -- "following the close of the meeting" vs "until their successors are elected" -- fit together?

Would it be better for the second sentence to say "...until their successors are elected and assume their official duties." ? Or is it that an immaterial difference?

When the bylaws provide that the officers shall take office at some time other than their election, then yes, I would agree that some additional clarity would be desirable in the “until their successors are elected” clause, to ensure that the inclusion of this clause does not introduce any ambiguity in the bylaws. Perhaps it could say “until their successors are elected and take office.”

[Guest Who's Coming to Dinner]

So there you have a bunch of opinions, Boardnightmare. You still have to raise a point of order or make some other motion at a meeting to decide what your bylaws mean and how you will move forward. You will need allies and an understanding of how to raise a point of order, how to appeal an adverse ruling by the chair, and how to deal with misbehavior by your President at the meeting.

[Guest boardnightmare]

Thank you.  It seems to me that the new board is in effect.  How can the outgoing president be president for more than a year?  If her term began after the May meeting, then she is now past her year.  

In the past it has gone both ways.  At least twice in memory the board started after the May meeting.  Another time it began much later, due to lack of candidates.  Other times it has been in June.  It has been collegial and not an issue in the past.  This is the first year anyone wants to fight over it those jobs.  

Unfortunately, the sitting president does not use rules at all, so there is no way to make any motion.  Rules are only enforced when it suits them to deny someone from doing something they don't want.  

[Josh Martin]

4 hours ago, Guest boardnightmare said:

How can the outgoing president be president for more than a year?

They can be if your bylaws say they can.

4 hours ago, Guest boardnightmare said:

In the past it has gone both ways.  At least twice in memory the board started after the May meeting.  Another time it began much later, due to lack of candidates.  Other times it has been in June.  It has been collegial and not an issue in the past.  This is the first year anyone wants to fight over it those jobs.  

Well, it seems past practice will be not be of much assistance in interpreting this provision.

4 hours ago, Guest boardnightmare said:

Unfortunately, the sitting president does not use rules at all, so there is no way to make any motion.  Rules are only enforced when it suits them to deny someone from doing something they don't want.  

First of all, it seems to be disputed whether this person is, in fact, still the sitting President. In any event, however, see RONR, 11th ed., pgs. 650-653.

Edited May 26, 2018 at 03:20 AM by Josh Martin