cancellation of events due to Corona Virus

[Guest Melinda Dull President]

Due to the Corona Virus the Board voted to cancel all 2020 events and submitted to membership via email to vote on that cancellation.  We have 2 events in late October and early December - elections for new Board and installation is October 1st.  Is the current Board permitted to cancel the late October early December events?  What if nominations and elections cannot take place because of being unable to hold meetings due to Corona Stipulations. . .does the present Board stay in place until such time that a new board can be elected

[Joshua Katz]

2 minutes ago, Guest Melinda Dull President said:

Due to the Corona Virus the Board voted to cancel all 2020 events and submitted to membership via email to vote on that cancellation. 

Do your bylaws allow email voting by the membership?

3 minutes ago, Guest Melinda Dull President said:

Is the current Board permitted to cancel the late October early December events? 

Assuming, as is likely, that they are set by the bylaws, no. But it doesn't sound like the board claims to have done so. It sounds like the board asked the membership to do it. They can't either.

5 minutes ago, Guest Melinda Dull President said:

What if nominations and elections cannot take place because of being unable to hold meetings due to Corona Stipulations. . .does the present Board stay in place until such time that a new board can be elected

That depends. What exactly do your bylaws say about term of office? Please give the quote, not a paraphrase.

[fallscancerclubinc@gmail.c]

terms of office are Oct 1 thru Sept 30, but if new nominations cannot be done due to the virus would the present board still be in tact?

[Joshua Katz]

I really do need to know exactly what the bylaws say to answer this, not a paraphrase.

[fallscancerclubinc@gmail.c]

10 minutes ago, fallscancerclubinc@gmail.c said:

terms of office are Oct 1 thru Sept 30, but if new nominations cannot be done due to the virus would the present board still be in tact?

Elections will be helad at the regular meeting in September.  Election of a slate of officers shall be by a votes.  Incoming officers shall be installed at the regular October meeting.  The retiring President shall deliver the Obligation, using the Candle Light Service found in the Installation Book.

[Josh Martin]

1 minute ago, fallscancerclubinc@gmail.c said:

Elections will be helad at the regular meeting in September.  Election of a slate of officers shall be by a votes.  Incoming officers shall be installed at the regular October meeting.  The retiring President shall deliver the Obligation, using the Candle Light Service found in the Installation Book.

Okay, but is there something in the bylaws which says "The term of officers shall be one year" or "The term of officers shall be one year or until their successors are elected," or something like that?

[fallscancerclubinc@gmail.c]

3 minutes ago, Josh Martin said:

Okay, but is there something in the bylaws which says "The term of officers shall be one year" or "The term of officers shall be one year or until their successors are elected," or something like that?

it only states A individual's tenure is not to exceed more than five (5) consecutive terms for all elected officers.  

All else we rely on Roberts Rules of Order

 

[Josh Martin]

4 minutes ago, fallscancerclubinc@gmail.c said:

it only states A individual's tenure is not to exceed more than five (5) consecutive terms for all elected officers.  

All else we rely on Roberts Rules of Order

Based on the facts provided, my view of it is that if new officers are not elected prior to the expiration of the current officers' terms, the offices shall become vacant.

My next question would be whether the bylaws make any provision for filling vacancies, or failing that, whether they give the board "full power and authority over the affairs of the Society between its business meetings."

[fallscancerclubinc@gmail.c]

4 minutes ago, Josh Martin said:

Based on the facts provided, my view of it is that if new officers are not elected prior to the expiration of the current officers' terms, the offices shall become vacant.

My next question would be whether the bylaws make any provision for filling vacancies, or failing that, whether they give the board "full power and authority over the affairs of the Society between its business meetings."

The Executive Board shall have the power and authority to transact all business in the absence of regular special meetings.  A record shall be kept of the proceeding of all suck meetings of the Executive Board and same shall be read and approved at the next regular meeting of the club.  

Above is all I could find in our by laws

[Josh Martin]

24 minutes ago, fallscancerclubinc@gmail.c said:

The Executive Board shall have the power and authority to transact all business in the absence of regular special meetings.  A record shall be kept of the proceeding of all suck meetings of the Executive Board and same shall be read and approved at the next regular meeting of the club.  

Above is all I could find in our by laws

Okay. That seems similar to "full power and authority over the affairs of the Society between its business meetings." Based on this, my advice would be for the board to adopt motions appointing people to fill the vacancies. A clause like this can be used to fill vacancies which arise due to the failure to complete elections, in cases where the society has unwisely failed to include a provision in its bylaws that the officers shall serve until their successors are elected. Persons elected to fill vacancies in this manner will only serve until the society is able to complete the elections, which may not be for the entirety of the next term.

Of course, in this case the board would need to preemptively fill at least some of the vacancies, since if the board waits until the vacancies actually exist, it doesn't like there will be a board left to fill them (since it appears that the terms of all board members expire at the same time). So I would advise the board to adopt a motion electing persons to fill "vacancies arising in these offices if the society is unable to complete the elections prior to the end of the term."

Edited May 11, 2020 at 03:25 PM by Josh Martin

[fallscancerclubinc@gmail.c]

37 minutes ago, Josh Martin said:

Based on the facts provided, my view of it is that if new officers are not elected prior to the expiration of the current officers' terms, the offices shall become vacant.

My next question would be whether the bylaws make any provision for filling vacancies, or failing that, whether they give the board "full power and authority over the affairs of the Society between its business meetings."

shows nothing in our by laws to that 

 

[Josh Martin]

27 minutes ago, fallscancerclubinc@gmail.c said:

shows nothing in our by laws to that 

You just said that "The Executive Board shall have the power and authority to transact all business in the absence of regular special meetings." It might not be the same exact words, but that seems close enough to "full power and authority over the affairs of the Society between its business meetings" in my book.

[fallscancerclubinc@gmail.c]

Thank you so much for all the information you have provided to me.  Have a great week.