No quorum, no election, no board?

[Guest Mike]

Our membership organization’s bylaws state that:

“Officers shall serve for a one (1) year term from May 1 through April 30.”

and that:

“Chapter officers will be elected at the April Chapter business meeting.  New officers will assume office at the May Executive Board meeting.”

At this year’s April meeting, there was not a quorum present, so the election didn’t take place.

May’s meeting also didn’t have a quorum. We take summer months off; the next scheduled meeting is in September.

There’s a slate nominated, and we expect to have a quorum at the September meeting, but the question now is, do we have a board right now? 

The board’s term, according to the bylaws, has ended, but no new board has been elected. Can/should the old board continue to meet and can they conduct chapter business?

Thanks in advance...

 

Mike

 

[Josh Martin]

8 minutes ago, Guest Mike said:

There’s a slate nominated, and we expect to have a quorum at the September meeting, but the question now is, do we have a board right now? 

No.

8 minutes ago, Guest Mike said:

The board’s term, according to the bylaws, has ended, but no new board has been elected. Can/should the old board continue to meet and can they conduct chapter business?

No.

After this is all sorted out, it may be desirable to amend the bylaws to provide that “Officers shall serve for a one (1) year term from May 1 through April 30, or until their successors are elected,” in case this situation arises again in the future. If such a provision was in the bylaws, then board members could indeed continue serving in a situation like this.

Edited August 7, 2019 at 10:06 PM by Josh Martin

[Chris Harrison]

Unless your Bylaws have separate language regarding terms of office for Board members all Board seats fell vacant as of May 1st (RONR pp. 573-574).

[Gary Novosielski]

24 minutes ago, Guest Mike said:

Our membership organization’s bylaws state that:

“Officers shall serve for a one (1) year term from May 1 through April 30.”

and that:

“Chapter officers will be elected at the April Chapter business meeting.  New officers will assume office at the May Executive Board meeting.”

At this year’s April meeting, there was not a quorum present, so the election didn’t take place.

May’s meeting also didn’t have a quorum. We take summer months off; the next scheduled meeting is in September.

There’s a slate nominated, and we expect to have a quorum at the September meeting, but the question now is, do we have a board right now? 

The board’s term, according to the bylaws, has ended, but no new board has been elected. Can/should the old board continue to meet and can they conduct chapter business?

Thanks in advance...

 

Mike

 

From the facts presented, it appears that you have had no Board since April 30^th.   So there are no board members to meet, and nobody authorized to conduct board business.   If there are important matters to be decided before the election in September, the membership as a whole may meet, but if there are no general membership meetings schedules, I don't see how they could meet to scheule one.  Rather a Catch-22 situation.  

Do your bylaws have any method for calling a Special meeting of the membership?--preferably one that does not rely on the actions of a President or Secretary, as it appears you don't have either right now.

In September, if you have no president in office, any member may call the meeting to order, and hold a quick election for a president pro tempore, who will preside over remainder of the meeting, and the election of all officers including the actual president.   Either or both of those temporary presiders could presumably be the ex-President.

Edited August 7, 2019 at 10:22 PM by Gary Novosielski

[Richard Brown]

5 hours ago, Guest Mike said:

Our membership organization’s bylaws state that:

“Officers shall serve for a one (1) year term from May 1 through April 30.”

and that:

“Chapter officers will be elected at the April Chapter business meeting.  New officers will assume office at the May Executive Board meeting.”

Am I the only one who sees a conflict between the bylaw provision which says "Officers shall serve for a term of one year from May 1 through April 30" and the provision which says "New officers will assume office at the May Executive Board meeting"?   Unless the May executive board meeting always occurs on May 1, that is a conflict.  It is up to the organization to resolve it.  I suggest that the bylaws be amended to not only add "or until their successors are elected" to the terms of office, but to clarify whether they assume office on May 1 or at the May executive board meeting.

As to whether the organization currently has any officers or a board, if the organization is incorporated, guest Mike might check the non profit corporation laws in his state for a provision that officers continue to serve until their successors are elected.  Such a provision is rather common in state corporation provisions.

[Atul Kapur]

3 hours ago, Richard Brown said:

Am I the only one who sees a conflict between the bylaw provision which says "Officers shall serve for a term of one year from May 1 through April 30" and the provision which says "New officers will assume office at the May Executive Board meeting"?   Unless the May executive board meeting always occurs on May 1, that is a conflict.

It's not a conflict -- it's a gap. Between midnight on April 30 and the May Executive Board meeting, there are no officers.

I agree that it's poorly worded and should be amended.

[Chris Harrison]

I don't view it as a conflict or a gap.     I saw it as a ceremonial "swearing in" or "installation" sort of action where the newly elected officers "take office" at the May Board meeting but as of 12:00:01 AM May 1st it is "out with the old and in with the new".  However, I can definitely see both other interpretations and agree the wording should be clarified.

Edited August 8, 2019 at 12:16 PM by Chris Harrison

[Josh Martin]

9 hours ago, Richard Brown said:

Am I the only one who sees a conflict between the bylaw provision which says "Officers shall serve for a term of one year from May 1 through April 30" and the provision which says "New officers will assume office at the May Executive Board meeting"?   Unless the May executive board meeting always occurs on May 1, that is a conflict.  It is up to the organization to resolve it.  I suggest that the bylaws be amended to not only add "or until their successors are elected" to the terms of office, but to clarify whether they assume office on May 1 or at the May executive board meeting.

As to whether the organization currently has any officers or a board, if the organization is incorporated, guest Mike might check the non profit corporation laws in his state for a provision that officers continue to serve until their successors are elected.  Such a provision is rather common in state corporation provisions.

I would first note that it is currently August, so it seems to me that in the current situation, the terms of the officers have ended in any event (unless applicable law provides otherwise). I agree that the rules should be clarified in the future.

Edited August 8, 2019 at 01:05 PM by Josh Martin

[Josh Martin]

(Duplicate post in error)

Edited August 8, 2019 at 01:06 PM by Josh Martin