Failure to hold elections, old officers continuing to act

[Trubes]

I'm a new member of a board of directors for a nonprofit. The bylaws state that officers shall be elected in October every year, at the annual meeting. The last election of officers was three years ago, and the officers elected then have continued to act as if they were validly elected.

I have two questions - how can I best ensure that elections are held, pronto; and, what is the effect of a board operating without a valid slate of officers? Do we need to go back and ratify the major decisions made during the time there was not a valid slate of officers?

Thank you!

PS - Per the bylaws, Robert's Rules of Order Newly Revised is the organization's parliamentary authority.

[Josh Martin]

20 minutes ago, Trubes said:

I have two questions - how can I best ensure that elections are held, pronto;

At the next regular meeting, or at a special meeting called for the purpose, make a motion regarding the issue.

20 minutes ago, Trubes said:

what is the effect of a board operating without a valid slate of officers? 

I would first note that it may well be that the current officers are validly serving. It is not all that unusual for an organization to fail to conduct elections at the appointed time (although failing to correct this problem for three years is rather unusual). In order to avoid the problem of having no officers in such a case, the bylaws often provide that the term of office shall be, for instance, one year or until their successors are elected. In this event, if the organization fails to elect officers at the appointed time, the officers continue serving until the election can be completed.

In the event that the officers are not, in fact, validly serving, then the society presently has no officers. It will be necessary to elect a Chairman Pro Tempore and Secretary Pro Tempore at each meeting until officers are elected. There may be other consequences, depending on what duties the bylaws assign to the officers.

20 minutes ago, Trubes said:

Do we need to go back and ratify the major decisions made during the time there was not a valid slate of officers?

Most likely not. The fact that the officers were not validly serving, in and of itself, has no effect on the validity of the board’s decisions.

The one potential complication is concerning the relationship between the status of these persons as officers and their status as members of the board. If these persons are validly members of the board regardless of their status as officers, there is no problem at all. If they are members of the board only by virtue of their position as officers, and it turns out that they are not validly serving as officers, that may be an issue. Even in that case, however, this would only invalidate those decisions where it can be demonstrated that their votes could have affected the result. For instance, if it is documented that a vote passed by 4-3, but some of those votes were cast by persons who were not actually board members, that vote would be invalid. Any decisions which are invalid for this reason could be ratified by the board.

Edited February 6, 2019 at 11:39 PM by Josh Martin