OUT OF MEETING VOTING

[Helen Folsom]

We are a small Non Profit Club. 

1) The previous Board of Directors created a Facebook page for the Board where they communicate and vote on small business in a casual setting. A few new Board members were elected recently.  One of them as been creating chaos and quoting Robert's Rules of Order.   It is my understanding that Robert's Rules does not govern Out of Meeting voting and to do so it would have to be adopted into the Bylaws.  Is this correct?

2) We have recently had a Vacancy on the Board.  Our Bylaws states that a nominee must be a member for 6 months hold a Board position.  We only had one nominee but this member did met this 6 month requirement.  The BOD chose to place this member as a sub committee member to the position to assist. 

 A member who meets the 6 month requirement has since reached out to the BOD.  Our Bylaws do allow the BOD to appoint a member at an All Members Meeting to fill the vacancy.   The BOD has motioned to appoint this member and received a majority vote.  The same person creating chaos is saying that the person appointed to the sub committee would be placed in the Board position once they meet their 6 month requirement. 

The majority of the Board says that the position is still vacant because we did not have a nominee who met the 6 month requirement when the position was opened.   The majority of the Board also says member who met this requirement can be appointed as stated in the Bylaws.  Is this correct?

 

Thank you for your time and assistance.

 

[Richard Brown]

Helen, I don't understand enough about what is going on or what your bylaws say to comment intelligently on much of what you said or to answer most of your questions, especially not while typing on a cell phone.

So I will limit my initial remarks to a couple of general statemens. First, out of meeting voting, absentee voting, Facebook voting, telephone voting, email voting, or any kind of voting other than while sitting in a live in-person meeting is not permitted unless specifically authorized in your bylaws.

Second, the 6-month requirement in your bylaws is a qualification for office and cannot be waived or suspended.

Third, I really don't understand what you mean when you say your bored can make appointments at membership meetings. Are you sure? Do your bylaws permit this? The board normally has no authority as a board at membership meetings. Any board members who are present at a membership meeting are present in their capacity as general members, not as board members. They have no special status as board members at a membership meeting unless your bylaws give them that special status.

Fourth, I don't see how someone appointed to a committee position can automatically become a board member once he needs the six-month requirement.

[Helen Folsom]

Richard -

Yes it was incorporated into Our Bylaws which state -  "In the event of a vacancy of an office or committee director, the Board of Directors can appoint a member at a membership meeting to fill that immediate position to the end of term.". 

There was discussion during a Board Meeting that once the member who was appointed to the sub committee reached the 6 month requirement that the position would be reopened for nominations.  If at that time there were no other nominee's she would be unopposed but an election would be held if there was another nominee.  I think that would be appropriate.\

 

thank you

 

 

[Guest Who's Coming to Dinner]

2 hours ago, Helen Folsom said:

There was discussion during a Board Meeting that once the member who was appointed to the sub committee reached the 6 month requirement that the position would be reopened for nominations.  If at that time there were no other nominee's she would be unopposed but an election would be held if there was another nominee.

The board has the power, according to your bylaws, to fill the vacancy at its discretion. If you want to wait six months, then that is up to you. But it is not a rule under Robert's.

[Josh Martin]

12 hours ago, Helen Folsom said:

It is my understanding that Robert's Rules does not govern Out of Meeting voting and to do so it would have to be adopted into the Bylaws.  Is this correct?

Voting outside of meetings is not permitted unless authorized in the bylaws.

12 hours ago, Helen Folsom said:

2) We have recently had a Vacancy on the Board.  Our Bylaws states that a nominee must be a member for 6 months hold a Board position.  We only had one nominee but this member did met this 6 month requirement.  The BOD chose to place this member as a sub committee member to the position to assist. 

 A member who meets the 6 month requirement has since reached out to the BOD.  Our Bylaws do allow the BOD to appoint a member at an All Members Meeting to fill the vacancy.   The BOD has motioned to appoint this member and received a majority vote.  The same person creating chaos is saying that the person appointed to the sub committee would be placed in the Board position once they meet their 6 month requirement. 

The majority of the Board says that the position is still vacant because we did not have a nominee who met the 6 month requirement when the position was opened.   The majority of the Board also says member who met this requirement can be appointed as stated in the Bylaws.  Is this correct?

I believe the majority of the board is correct in this matter.

11 hours ago, Helen Folsom said:

There was discussion during a Board Meeting that once the member who was appointed to the sub committee reached the 6 month requirement that the position would be reopened for nominations.  If at that time there were no other nominee's she would be unopposed but an election would be held if there was another nominee.  I think that would be appropriate

That would be appropriate, but it would also be appropriate to appoint an eligible person to the position now. The board is under no obligation to wait until this person is eligible.

Edited September 5, 2018 at 12:50 AM by Josh Martin

[Gary Novosielski]

Agreeing with all of Mr. Martin's points, I would add one comment, emphasizing the point raised by Mr. Brown.

At a membership meeting, the board is not in session, and so is not even technically present, except as individual members, presuming they are.  If the bylaws give the board the power to appoint vacancies, it seems to me that would have to be done at a board meeting, and communicated as a report to the membership meeting.  Or the board might direct the president to report this information to the membership, which is useful if the president presides at both types of meeting.

I would also note that since the language does not list a method of filling vacancies in the presidency in particular, that the language there would apply to all positions except the presidency, and that RONR's rule on vice presidential succession would apply to that office.

[J. J.]

Unless the bylaws say otherwise the members must cast a vote, in person, either within a meeting or at properly established polling place established by the assembly.  Note the "in person."  Speaking over a phone is not "on person."  A message board, like this or Facebook, is not "in person."  A letter or e-mail is not "in person."

Further, unless there is as special rule, in order to be valid, these things must happen at a meeting with a quorum, for a motion to be adopted:

1.  The motion must "put" to the assembly.

2.  The result must be announced to the assembly.

The Facebook group violates these rules.