How to nominate/elect new board

[Guest Sarah]

Hello,

I belong to a small organization with a 5 member board of directors. 2 of the member's term is over and a third is moving away. They have gathered a slate of 3 or 4 nominees to be voted on by the membership at our general assembly. If the slate is rejected, who chooses the new nominees? Our bylaws only say that if the number of board members falls under 5, the director (we don't have one right now) and two members recommend to the BoD members to fill the vacancies. So would the two remaining members choose the nominees? Several of our members have asked me how the board would be replaced if the entire board was rejected? Our bylaws say nothing about building a BoD from scratch when there is no Director, is there anything in Robert's Rules of Order? Thank you, SO

[Hieu H. Huynh]

Generally those receiving a majority vote would be elected. There could be nominations from the floor and write in votes.

[Nathan Zook]

46 minutes ago, Guest Sarah said:

Hello,

I belong to a small organization with a 5 member board of directors. 2 of the member's term is over and a third is moving away. They have gathered a slate of 3 or 4 nominees to be voted on by the membership at our general assembly. If the slate is rejected, who chooses the new nominees? Our bylaws only say that if the number of board members falls under 5, the director (we don't have one right now) and two members recommend to the BoD members to fill the vacancies. So would the two remaining members choose the nominees? Several of our members have asked me how the board would be replaced if the entire board was rejected? Our bylaws say nothing about building a BoD from scratch when there is no Director, is there anything in Robert's Rules of Order? Thank you, SO

This language seems confusing.  (Maybe it's the codine cough syrup).  If the director & two members "recommend to the BoD", then I would expect the board to fill its own vacancies. But you are talking about the general assembly considering the "slate".  There are a whole bunch of questions I have about this.  Please post the exact language from your bylaws regarding vacancies.  Do not paraphrase--details matter.

 

[Joshua Katz]

51 minutes ago, Guest Sarah said:

They have gathered a slate of 3 or 4 nominees to be voted on by the membership at our general assembly.

 

52 minutes ago, Guest Sarah said:

Our bylaws only say that if the number of board members falls under 5, the director (we don't have one right now) and two members recommend to the BoD members to fill the vacancies.

These two statements seem contradictory (note I said seem, they might turn out not to be). Does it say which two members? Or is it saying that any two members may, in effect, "nominate" people for the board to consider? As the comment above says, we'd need the exact language to be any help - and we might not be any help then, if bylaw interpretation in required, because only your organization can do that.

53 minutes ago, Guest Sarah said:

So would the two remaining members choose the nominees?

Again, we'd need the bylaw language, because it's not clear at the moment if this means two board members or two general members.

53 minutes ago, Guest Sarah said:

Several of our members have asked me how the board would be replaced if the entire board was rejected?

It's not clear to me that, the way you've described your bylaws, your members get to vote on anything. It's also not clear that they don't.

54 minutes ago, Guest Sarah said:

Our bylaws say nothing about building a BoD from scratch when there is no Director, is there anything in Robert's Rules of Order?

Of course not, at least not directly, since this is a matter of applying your rules. RONR provides that, unless your rules say otherwise, vacancies are filled by the body that did the initial electing. Your rules provide a different course, so RONR can't tell you how to fix problems with it - except that it can provide principles of bylaw interpretation.

[Richard Brown]

1 hour ago, Nathan Zook said:

This language seems confusing.  (Maybe it's the codine cough syrup).

It's confusing to me, too, and I haven't had any codeine cough syrup or anything else that messes with my head for a couple of weeks.

Edited to add:  I'm glad to see that it is confusing to Mr. Katz, too! 

Edited February 25, 2019 at 02:58 AM by Richard Brown
Added last paragraph

[Bruce Lages]

If you follow the rules in RONR for electing officers, it should really not come to the  slate being rejected. From what you say, you have three positions to fill and three or four candidates. Unless you have rules to the contrary, nominations may be opened at the general membership assembly for any additional nominations, and then you hold an election. If three candidates receive a majority of the votes cast, they are elected. If less than three receive a majority, you would still have one or more positions open, and additional rounds of balloting should be held to fill the remaining position(s). Nominations may be re-opened between balloting rounds if desired.

It seems to me that the apparent contradiction between the statements referred to by Mr. Katz could possibly reflect a difference between election of new board members when terms expire vs specifically filling vacancies occurring at other times. Providing for the board itself to fill vacancies appears to be a common situation. If this is the case, it could even be that the third position mentioned by Guest Sarah - the board member who is moving away - should be filled by the board itself if this member's term is not expiring, rather than election by the general assembly.

[Guest Sarah]

2 hours ago, Nathan Zook said:

This language seems confusing.  (Maybe it's the codine cough syrup).  If the director & two members "recommend to the BoD", then I would expect the board to fill its own vacancies. But you are talking about the general assembly considering the "slate".  There are a whole bunch of questions I have about this.  Please post the exact language from your bylaws regarding vacancies.  Do not paraphrase--details matter.

 

 

Nominating Procedure.  As the presiding officer of the annual general assembly meeting, the President shall call

upon the Chairperson of the nominating committee to present the Committee's slate of nominations.

c.       Election.   The nominees for the Board of Directors shall be run as a slate.  These nominees shall be placed on one ballot.  An affirmative vote indicates approval of the

entire slate of nominees. 

c.       Vacancy and Replacement.  If the number of Members in any one-year falls below five the Director and two BoD Members will recommend to the Board for approval a replacement to complete the term vacated.

I am confused myself because there is no nominating committee. The board president just asked a bunch of people in the club if they wanted to be on the board. There is a group of us that don't want this board but the president has said that he will "shut down any drama" at the general assembly.

[Nathan Zook]

59 minutes ago, Guest Sarah said:

 

Nominating Procedure.  As the presiding officer of the annual general assembly meeting, the President shall call

upon the Chairperson of the nominating committee to present the Committee's slate of nominations.

 

c.       Election.   The nominees for the Board of Directors shall be run as a slate.  These nominees shall be placed on one ballot.  An affirmative vote indicates approval of the

 

entire slate of nominees. 

c.       Vacancy and Replacement.  If the number of Members in any one-year falls below five the Director and two BoD Members will recommend to the Board for approval a replacement to complete the term vacated.

 

 

I am confused myself because there is no nominating committee. The board president just asked a bunch of people in the club if they wanted to be on the board. There is a group of us that don't want this board but the president has said that he will "shut down any drama" at the general assembly.

Going backwards, someone saying that they will "shut down any drama" is probably one of the most effective ways to ensure that there is drama, but whatever.

 

First, keep in mind that it is the privilege of the assembly to interpret its bylaws in the event that there is any ambiguity.  All I can do is give my view of these provisions.

The section "Vacancy and Replacement" sounds to me like the board fills any unexpired terms.  There is no provision for an election by the general body to do so.  The wording is really weird, because the three members required for nomination constitutes a majority of the entire board.  Even worse, as you have indicated, if there is no provision for an acting director, should vacancy be in the position of the Director, then you would have a problem.  I would recommend that the board act anyway, and then appeal to the general assembly for ratification.  Likewise, if the board should fall to two members.  I would recommend language that provides for the board to fill vacancies by a majority vote with notice, perhaps a with a quorum being the remaining members minus one, or one, whichever is more.

If it is the desire for the board to fill vacancies only until the next general assembly, or in the event that a vacancy occurs less than some period of time before the general assembly, the bylaws should provide for that.

 

As for the terms that are expiring, your question is a good one, and one of many reasons that RONR, 11th ed urges that slates not be used, that nominations be from the floor, and so forth.  But my interpretation (and it is only mine) would be that a vote turning down the slate would send the matter back to the nominations committee for a new slate.

 

Finally, the  "As the presiding officer of the annual general assembly meeting, the President shall..." is problematic.  What happens if (Heaven forbid) the President have a medical emergency fifteen minutes before this point in the meeting?  Much better, "The chairman of the annual general assembly meeting shall..."

And again, "call upon the Chairperson of the nominating committee".  Recommend "call upon a member of the nominating committee".  Better to give the chairman the ability to slight someone than to have to deal with fulfilling impossible conditions in the bylaws.

 

 

 

 

 

 

[Josh Martin]

9 hours ago, Guest Sarah said:

Nominating Procedure.  As the presiding officer of the annual general assembly meeting, the President shall call upon the Chairperson of the nominating committee to present the Committee's slate of nominations.

c.       Election.   The nominees for the Board of Directors shall be run as a slate.  These nominees shall be placed on one ballot.  An affirmative vote indicates approval of the entire slate of nominees. 

 

9 hours ago, Guest Sarah said:

I am confused myself because there is no nominating committee. The board president just asked a bunch of people in the club if they wanted to be on the board. There is a group of us that don't want this board but the president has said that he will "shut down any drama" at the general assembly.

Well, this is quite a mess. Based on these additional facts, here are my answers to the original questions.

13 hours ago, Guest Sarah said:

If the slate is rejected, who chooses the new nominees?

I have no idea. Your bylaws (unwisely) call for the nominating committee to submit a slate of nominees, that the slate shall be voted on as a whole, and that an affirmative vote shall elect the slate, however, they contain no provisions for what to do in the event the slate is not elected.

Additionally, it seems that the current slate may not be valid since it must be selected by the nominating committee and, apparently, no nominating committee has been appointed.

13 hours ago, Guest Sarah said:

Our bylaws only say that if the number of board members falls under 5, the director (we don't have one right now) and two members recommend to the BoD members to fill the vacancies. So would the two remaining members choose the nominees? Several of our members have asked me how the board would be replaced if the entire board was rejected? Our bylaws say nothing about building a BoD from scratch when there is no Director, is there anything in Robert's Rules of Order? 

Yeah, this is a bit of a mess too, in the event there is no director.

What are the procedures for amending your bylaws? I would recommend amending them as soon as possible. In the interim, the organization will need to interpret its bylaws as best as it can.

8 hours ago, Nathan Zook said:

But my interpretation (and it is only mine) would be that a vote turning down the slate would send the matter back to the nominations committee for a new slate.

Well, they might need to appoint a nominating committee first.

8 hours ago, Nathan Zook said:

Finally, the  "As the presiding officer of the annual general assembly meeting, the President shall..." is problematic.  What happens if (Heaven forbid) the President have a medical emergency fifteen minutes before this point in the meeting?  Much better, "The chairman of the annual general assembly meeting shall..."

Since the duties of the presiding officer are in the nature of rules of order, and therefore may be suspended, this rule is really not all that problematic.

8 hours ago, Nathan Zook said:

And again, "call upon the Chairperson of the nominating committee".  Recommend "call upon a member of the nominating committee".  Better to give the chairman the ability to slight someone than to have to deal with fulfilling impossible conditions in the bylaws.

Again, I am inclined to think such a rule could be suspended, since it relates to duties during a meeting. The bylaws certainly appear to have many problems, but these two rules do not seem all that objectionable.

[Guest Sarah]

I appreciate all your responses. It looks like our general assembly will be pretty interesting with lots of ground to cover. SO