Cancellation of our April Event affects our Board and Officer Elections

[Albert Royce]

Due to the Virus, we had to cancel our annual April event. According to our bylaws, an election of half of our board must be held within 60 days after the end of our annual event. Officer elections are to be held at our first board meeting after the election. Term of service for an officer is two years and term of service for a Board member is two or one year (one year term board member is typically someone who came in as a replacement), unless re-elected. For most of the board members who are up for re-election, they are at the end of their two year term. Our Secretary believes we can just keep everything status quo (since we did not have our annual event) and have the board/officer elections after next year's annual event. Is this allowed per Robert's Rules of Order? Our by-laws also do not include any provisions for setting aside any of the articles.

[Hieu H. Huynh]

Perhaps Official Interpretation 2020-3 may be of use.

[Richard Brown]

What exactly do your bylaws say about when the elections shall take place and what the terms of office are? Please quote exactly, don’t paraphrase.

Also, do your bylaws contain a clause saying something to the effect that officers serve until their successors are elected? If so, please quote that verbatim.

Edited May 7, 2020 at 03:00 AM by Richard Brown
Typographical correction. First paragraph repeated itself

[Albert Royce]

In answer to your first question: "The annual meeting of the General Membership shall be held within sixty (60) days after the last day of the Fair, at the call of the President. The purpose of this meeting shall be the election of the Board of Directors and for transacting such business as may come before the Membership."

Second question: "Term of office for all elected officers shall be two years or until their successors are elected and qualified. Officers will not be required to stand for election to the Board of Directors until they following General Membership Meeting after their term of office has expired."

 

[Josh Martin]

14 hours ago, Albert Royce said:

Due to the Virus, we had to cancel our annual April event. According to our bylaws, an election of half of our board must be held within 60 days after the end of our annual event. Officer elections are to be held at our first board meeting after the election. Term of service for an officer is two years and term of service for a Board member is two or one year (one year term board member is typically someone who came in as a replacement), unless re-elected. For most of the board members who are up for re-election, they are at the end of their two year term. Our Secretary believes we can just keep everything status quo (since we did not have our annual event) and have the board/officer elections after next year's annual event. Is this allowed per Robert's Rules of Order? Our by-laws also do not include any provisions for setting aside any of the articles.

 

1 hour ago, Albert Royce said:

In answer to your first question: "The annual meeting of the General Membership shall be held within sixty (60) days after the last day of the Fair, at the call of the President. The purpose of this meeting shall be the election of the Board of Directors and for transacting such business as may come before the Membership."

Second question: "Term of office for all elected officers shall be two years or until their successors are elected and qualified. Officers will not be required to stand for election to the Board of Directors until they following General Membership Meeting after their term of office has expired."

I think there are two different issues here. One is the holding of the annual meeting, and the other is the election of officers. On the latter item, the Secretary appears to be largely correct. Your bylaws provide that the term of office "shall be two years or until their successors are elected and qualified." As a result, if the election cannot be held, the current officers will continue to serve until the officer elections can be completed. I would quibble slightly with the Secretary's suggestion that the society simply leave the current officers in office until the next annual meeting. I would note that the society should complete its elections sooner if it is possible to do so.

The second issue is the annual meeting, and this is a bit more complicated. Your bylaws say that "The annual meeting of the General Membership shall be held within sixty (60) days after the last day of the Fair, at the call of the President." The bylaws make no provision for what occurs if the Fair is cancelled, so in such circumstances it is not clear whether or when the annual meeting is to be held. The Secretary's suggestion that the annual meeting, in such cases, simply waits until after the next Fair is one possible interpretation, and this appears to be the most literal interpretation of the words "within sixty (60) days after the last day of the Fair." On the other hand, the bylaws provide for an annual meeting, and if you don't hold a meeting until next year, you have not complied with the provision in the bylaws to hold an annual meeting. As noted, however, if the Fair does not occur it is not clear when the annual meeting is to be held. I would think one reasonable interpretation would be that it would be held within 60 days of the last day that the Fair would have happened, had it not been cancelled. Another reasonable interpretation might be that, in these circumstances, the meeting can be held at any time within the year. Ultimately, this is a question the organization will need to determine for itself.

Even if one of the stricter interpretations (such as the view that the annual meeting must be held within 60 days of the last day that the Fair would have happened) happens to be correct, however, there are still options at the society's disposal to be flexible in regard to the annual meeting. The requirement for holding a meeting is satisfied even in the absence of a quorum - indeed, it is satisfied even if a single person shows up. Additionally, certain actions (such as setting an adjourned meeting) may be taken even in the absence of a quorum.

"But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately." (RONR, 11th ed., pg. 347)

"Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum." (RONR, 11th ed., pgs. 347-348)

So personally, my recommendation would be to take the following course of action:

• Have the President set the date for the annual meeting for a date within 60 days of the last day that the Fair would have occurred if it had not been canceled. Set the location of the meeting for the President's home (so that he has no difficulty attending). Announce that, due the ongoing pandemic, members are advised not to attend the annual meeting, and note that the annual meeting shall be held for the sole purpose of adjourning it to meet at the call of the President. Members shall be informed of the rescheduled annual meeting if and when it is scheduled.
• At the annual meeting, the President may call the meeting to order, elect himself as Secretary Pro Tempore (to take some very brief minutes), make and adopt the motion "That the annual meeting adjourn to meet at the call of the President," and then declare the meeting adjourned.
• At such time as it is feasible for the society to meet again, the President may then announce the date, time, and location of the annual meeting.

I believe there are several advantages to this strategy. For one, it satisfies even the strictest interpretation of the organization's rules, so there is no doubt that everything is "above board." It satisfies the requirement to hold the annual meeting so that the bylaws are satisfied, and also leaves open the possibility of continuing the annual meeting and conducting the business of the annual meeting (including the election of officers) at a later time if it is feasible to do so. Given the uncertainty of the current situation, I advise adjourning the meeting to meet at the call of the President rather than at a specific date and time, to grant flexibility and hopefully avoid the need to go through this process again.

If the assembly instead prefers the Secretary's strategy to wait until next year's annual meeting, that is also an option. Follow the same strategy as above, but the motion to be adopted by the President would simply be "That the annual meeting now adjourn."

Edited May 7, 2020 at 02:36 PM by Josh Martin

[Albert Royce]

Our by-laws also state "Elections of Directors and Officers shall be by written ballot."

It is my understanding that a bylaw stating this can not be set aside (we have not provisions in our by-laws that specifically speak of setting aside any of our by-laws). In my opinion, what the secretary has done by asking that everything be kept as status quo, is to have "jumped over' the election process, essentially "setting aside" the voting by ballot process altogether, as well as our nomination process. Not to mention the fact that this will also affect next year's board members who term would have been expired. We would again have the issue of extending half of our board member's term of office.

As you mentioned above, I also mentioned setting the date of the election within 60 days of what would have been the end of our fair but the secretary would not consider it. I feel as if we are Congress, voting ourselves another year to our term, totally ignoring those that elect us.

Am I wrong?