Nominations/Elections

[Guest Linda]

Our ByLaws specify Nominations from the floor at our April meeting with vote at our annual meeting in May (extracted sections below.) Our April meeting has now been cancelled and our May meeting is questionable.  Under the circumstances and to comply with our ByLaws, how do we handle floor nominations and the vote?

 

Section 2. Nomination of Candidates

(c)  At the April club meeting, the recording secretary will read the elections committee’s slate of nominees and then any nominations received from other members.  The president will then open the meeting to nominations from the floor, at which time any member in attendance may nominate additional candidates for any elected position

Section 6. Voting. 
(a)  Each member who is present and is in good standing, as prescribed in art.  1  § 1(b), has one vote upon each matter, including election of club officers and directors, submitted to a vote at any club meeting.  Absentee and proxy voting is not permitted. 
(b)  Voting to elect candidate members as members, to elect board members and the AKC delegate, to remove from office a board member, to expel a member, to amend the articles of incorporation or bylaws and to decide any other matter that the board considers warrants such a procedure will be by secret, written ballot.  Voting on other matters brought before the membership will be by voice vote or show of hands. 

[Josh Martin]

1 hour ago, Guest Linda said:

Our ByLaws specify Nominations from the floor at our April meeting with vote at our annual meeting in May (extracted sections below.) Our April meeting has now been cancelled and our May meeting is questionable.  Under the circumstances and to comply with our ByLaws, how do we handle floor nominations and the vote?

 

Section 2. Nomination of Candidates

(c)  At the April club meeting, the recording secretary will read the elections committee’s slate of nominees and then any nominations received from other members.  The president will then open the meeting to nominations from the floor, at which time any member in attendance may nominate additional candidates for any elected position

Section 6. Voting. 
(a)  Each member who is present and is in good standing, as prescribed in art.  1  § 1(b), has one vote upon each matter, including election of club officers and directors, submitted to a vote at any club meeting.  Absentee and proxy voting is not permitted. 
(b)  Voting to elect candidate members as members, to elect board members and the AKC delegate, to remove from office a board member, to expel a member, to amend the articles of incorporation or bylaws and to decide any other matter that the board considers warrants such a procedure will be by secret, written ballot.  Voting on other matters brought before the membership will be by voice vote or show of hands. 

Where does it specify that the election must be held at the meeting in May? I don't see it in the citations provided.

Assuming the bylaws require this, I recommend one of the following options, in the order listed:

• If possible and able to comply with applicable executive orders and maintain the safety of your members, still hold the May meeting, but encourage members not to attend. Have a single member show up to the meeting. If possible, change the location of the meeting to that member's home to make it easier for the member. Even in the absence of a quorum, certain actions may be taken. One of these is to set an adjourned meeting. Have the member adopt a motion to set an adjourned meeting. Due to the uncertainty of the current situation, I recommend a wording which grants the board (if it can meet electronically), or the President, or someone, the ability to call the meeting rather than setting a specific date and time. This is fully in compliance with your rules and RONR. The required meeting is still technically held, and the adjourned meeting is a continuation of that meeting.
• If no one is able to attend the May meeting, simply complete the elections at the next meeting of the society. This is not fully in compliance with your bylaws or RONR, but it may be the best you can do in the circumstances.

I would note that, in any event, the nominations aren't an issue. The assembly is free to reopen nominations by majority vote immediately prior to the election if it chooses, or if it prefers to keep them at separate meetings, it could reopen nominations and then postpone the election to the next meeting. It's also possible to hold an election without nominations and just have write-in votes.

I imagine the follow-up question is what happens with your current officers until the election is completed, but in order to answer that I need to know the exact wording your bylaws use to define the term of office.

Edited March 27, 2020 at 02:02 PM by Josh Martin

[Guest Linda]

1 hour ago, Guest Linda said:

Thanks for the input - to answer your question,  below is extraction from our ByLaws regarding the Annual Meeting in May and assuming of office after the vote.  We do have a limit on incumbency, though I would assume that this applies to the actual election. 

Article IV. Elections 
Section 1. Annual Meeting. 
The annual meeting is the club meeting held in of May of each year at which certain of the officers, other board members and the AKC delegate are elected from among those nominated in accordance with § 4 of this article.  Those elected will take office immediately upon the conclusion of the election.  Each departing officer will turn over to his successor in office all properties and records relating to that office within 30 days after the election.  

Section 3.  Limitation on Incumbency. 
No person may serve in any officer position for more than two consecutive terms

 

 

[Atul Kapur]

I believe that Mr. Martin was looking for the section of the bylaws that define the terms of your officers. Usually it's in the Article on Officers and has wording such as "Officers shall serve a term of 12 months / one year and/or until their successors are elected..."

If your bylaws are searchable, search for the word successors

[Josh Martin]

57 minutes ago, Guest Linda said:

Thanks for the input - to answer your question,  below is extraction from our ByLaws regarding the Annual Meeting in May and assuming of office after the vote.  We do have a limit on incumbency, though I would assume that this applies to the actual election. 

Article IV. Elections 
Section 1. Annual Meeting. 
The annual meeting is the club meeting held in of May of each year at which certain of the officers, other board members and the AKC delegate are elected from among those nominated in accordance with § 4 of this article.  Those elected will take office immediately upon the conclusion of the election.  Each departing officer will turn over to his successor in office all properties and records relating to that office within 30 days after the election.  

Section 3.  Limitation on Incumbency. 
No person may serve in any officer position for more than two consecutive terms

If this is all the bylaws say, I believe the current officers would continue serving until their successors are elected, although it is a bit difficult to say since the language does not match that used in RONR. The bylaws provide that "Those elected will take office immediately upon the conclusion of the election." If the election is delayed, I think that would extend the term.

If this is correct, I agree that the term limit provision does not apply. The rule provides that officers may not serve more than two consecutive terms, and if the officers can continue to serve until their successors are elected, this is not a new term - their current term is extended.

Disregard this.

25 minutes ago, Atul Kapur said:

I believe that Mr. Martin was looking for the section of the bylaws that define the terms of your officers. Usually it's in the Article on Officers and has wording such as "Officers shall serve a term of 12 months / one year and/or until their successors are elected..."

If your bylaws are searchable, search for the word successors

Oh, I have a feeling that this might be all the bylaws say on this matter. Some organizations never explicitly define the term of office, and simply define when the elections are held, thereby implying the length of the term of office.

Disregard this.

Edited March 27, 2020 at 03:22 PM by Josh Martin

[Guest Linda]

The only reference to terms is below.  (Article IV is Elections,)  The only reference to succession is the statement in Article IV, Section 1 that "Those elected will take office immediately upon the conclusion of the election.  Each departing officer will turn over to his successor in office all properties and records relating to that office within 30 days after the election."   

Section 1. Board of Directors. 
The board comprises the club officers and four other members, each of whom is in good standing, as prescribed in art. 1 § 1(b).  Members of the board serve in office for a term of two years as provided for Article IV. 

Section 6.  Staggered Terms of Members of the Board of Directors. 
The members of the board of directors serve staggered two year terms.  The president, vice president, treasurer and two of the non-officer members of the board will be elected in one year. The recording secretary, corresponding secretary, the AKC delegate and the remaining two of the non-officer members of the board will be elected in the succeeding year.

[Josh Martin]

10 minutes ago, Guest Linda said:

The only reference to terms is below.  (Article IV is Elections,)  The only reference to succession is the statement in Article IV, Section 1 that "Those elected will take office immediately upon the conclusion of the election.  Each departing officer will turn over to his successor in office all properties and records relating to that office within 30 days after the election."   

Section 1. Board of Directors. 
The board comprises the club officers and four other members, each of whom is in good standing, as prescribed in art. 1 § 1(b).  Members of the board serve in office for a term of two years as provided for Article IV. 

Section 6.  Staggered Terms of Members of the Board of Directors. 
The members of the board of directors serve staggered two year terms.  The president, vice president, treasurer and two of the non-officer members of the board will be elected in one year. The recording secretary, corresponding secretary, the AKC delegate and the remaining two of the non-officer members of the board will be elected in the succeeding year.

Oh, that is unfortunate. Okay, since your bylaws state that officers serve "two year terms," period, and do not provide that they serve until their successors are elected, then the board members whose terms are ending shall end, and those positions will be vacant. Fortunately, the other officers (whose terms have not expired) will continue serving. So you'll still have a board.

If your bylaws authorize the board to fill vacancies (and the board is still able to meet - perhaps your bylaws authorize it to meet remotely?), the board could elect persons to fill those vacancies, however, they would serve only until the elections can be completed.