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Guest Ziggy

If a group is not meeting due to Covid-19 when elections are to take place, what happens? Do the current officers stay in office for another year? Or is there some other provision in Robert's Rules to cover this?

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1 hour ago, Guest Ziggy said:

If a group is not meeting due to Covid-19 when elections are to take place, what happens? Do the current officers stay in office for another year? Or is there some other provision in Robert's Rules to cover this?

In order to answer your questions, we'll need some information:

  • Do your bylaws provide that officers serve "until their successors are elected"?
  • What do your bylaws say about filling vacancies?
  • Do your officers serve staggered terms or do all of their terms expire at the same time?
  • Do your bylaws authorize electronic meetings of the membership?
  • Do your bylaws authorize electronic meetings of the board?
Edited by Josh Martin

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Guest Ziggy

Here are the bylaws. From your questions I think we can just keep the same officers and board members until we can hold an election.

Blackhawk Residents Association Bylaws

(An Illinois Not-For-Profit corporation)

 

Article 1 - Name

The name of this Association shall be Blackhawk Residents Association.

Article 2 - Purpose

The purposes of this Association shall be to represent the residents of the Blackhawk neighborhood and to serve as a forum for communication within the community.

Article 3 - Goals

  1. To promote community involvement and participation in issues and activities affecting the neighborhood.

  2. To establish and maintain communications between the neighborhood and the ……..and other agencies or entities as needed.

  3. To work cooperatively for solutions to neighborhood challenges.

  4. To recruit volunteers and sponsors to aid in the enhancement of the neighborhood and the community at large.

  5. To provide a vehicle for the generation of revenues through fundraising activities for the purpose of supporting the enhancement of the quality of life in the Blackhawk Association area.

Article 4 - Membership and Meetings

  1. Eligibility: Membership is open to any resident household or non-resident owner in the Blackhawk neighborhood, or any business, that subscribes to the goals and aims of the Association.  Any resident or family member over 18 years of age is eligible to vote on behalf of the household. The boundaries of the Blackhawk Residents Association are: …….

  2. Only members whose membership payment is current and was paid 30 days in advance of the vote will be accorded voting privileges.  This requirement will not pertain to the initial votes establishing the association, the first vote on dues, or the first election of directors.

  3. Voting: Each paid Association Member shall have the right to cast one vote.

  4. Dues: Dues will be proposed by the Board of Directors and will be adopted by a majority vote of the members attending the annual meeting.  Dues will be payable by Jan.1 of each year.  Dues will be effective until Jan. 1 of each successive year thereafter. 

  5. Association Meetings: The Association shall meet a minimum of once a quarter. The Board will determine the calendar.  The month of September shall be designated for holding the Annual Meeting.  Notice of meetings shall be given at least seven (7) days in advance.

  6. Special Meetings: Special Meetings may be called by the Board of Directors or the President. Seven (7) days' notice shall be given for such meetings.

  7. Voting Method: Voting may be done through a show of hands or by voice for regular agenda items.  However when voting for officers or other action items, members may use a written ballot.  Voting may also be conducted by mail in any manner that the Board of Directors shall determine.  Voting for the Board of Directors shall be in the manner proscribed in Article 5 Section 3.

  8. Quorum of Members: Quorum is achieved when 1/10th of members of the Association, in good standing 30 days in advance of the vote, are present at the meeting.  If a quorum is present, then a simple majority of votes cast decides the outcome of matters requiring members’ votes.

  9. Minutes: Minutes must be kept for each meeting of the Association. Copies of the previous minutes are to be available on the Blackhawk Neighborhood Association website, if a website exists, or by written request made to the Secretary, with a limited number of copies at the following meeting.

  10. Meetings shall be conducted according to the Robert’s Rules and Parliamentary Procedure, as amended.

  11. Membership List:  Blackhawk Residents Association will maintain a list of members meeting the requirements as identified in the membership section.  Additionally Blackhawk Residents Association may maintain a list of all residents in the defined area described in the Membership Section. (4.1)

  12. Membership Conduct:  Members will conduct themselves in legal, civil and ethical manners at all times.  These Bylaws will be followed, commitments should be honored, members should be mutually respected, issues should be discussed civilly, difference should be settled cordially, and majority vote decisions should be accepted.

  13. Notification:  Notices of official meetings will be provided to members in advance.  Acceptable announcements include written notices distributed by mail, or by hand, telephone calls (including voice-mail messages), and email.  The announced scheduling of routinely held meetings will be considered notice of such meetings, and reminders of these meetings may be sent.  Because the purpose of notice is to encourage participation in the meetings, due effort will be made to reasonably ensure receipt of required and reminder notices.

Article 5 - Board of Directors

  1. Composition: The Board of Directors shall consist of a minimum of three and a maximum of eleven members of the Association.  The Association shall have the following officers, whom shall also be directors:  President, Secretary, and Treasurer.  The Association may have additional officers, whom shall also be directors, including, but not limited to, a First Vice-President, Second Vice-President, Assistant Secretary and a Parliamentarian/Sergeant-at Arms.

    1. The President shall coordinate all Association activities, preside at meetings of the Association and the Board, and shall have the general powers of supervision and management of the Association and such duties as may be designated by the Board. Only association members in good standing for at least one full year are eligible to become president.  With the exception of the Nominating Committee, the President shall be an ex-officio member of all other committees and shall be notified of all meetings.

    2. The First Vice President, if any, shall assume the duties of the President in that officer's absence. Other duties shall be performed as required by the President or the Board.

    3. The Second Vice-President, if any, shall perform duties as required by the President or the Board.

    4. The Secretary shall keep minutes of the Association meetings and Board meetings and shall be responsible for notification of all official meetings of the Board and the Association.  In addition, Secretary shall manage the Association's correspondence at the direction of the President and shall maintain the Association archive files.

    5. The Treasurer shall be the custodian of the Association funds and shall supervise the handling of funds for any enterprises of the Association. The Treasurer shall assure the keeping of proper financial records, report regularly in writing to the members and the Board, and pay budgeted requests as directed by the Board. All checks shall be signed by the Treasurer and one of the following: President, First Vice-President, Second Vice-President.

    6. The Parliamentarian/Sergeant-at-Arms, if any, shall advise and provide rulings for the conduct of meetings, shall determine the presence of a quorum, and shall conduct any voting by ballot.  In the absence of the Parliamentarian/Sergeant-at-Arms, the President, or any Director so designated by the President, may perform the duties of the Parliamentarian/Sergeant-at-Arms.

    7. All officers upon completion of their term in office, are encouraged to leave any written instructions and or notes that they have compiled during their tenure in office, to their respective successor to insure a smooth transition of duties.

  2. Term of Office: The term of office shall be for one (1) year, beginning at the first Board meeting following the Annual Meeting.

  3. Election of the Board of Directors:

    1. The election of Directors will be held at the Annual Meeting.

    2. The Board shall appoint a Nominating Committee in May with a minimum of three (3) members, to be chaired by a current member of the Board. The Nominating Committee shall present a slate of candidates for officers and board members to be elected with at least one candidate for each office of President, Secretary and Treasurer.  Candidates must be Association members in good standing at least 30 days in advance of the vote. The slate of candidates will be prepared and published in the August newsletter.

    3. Nominations from the floor will be solicited before the vote.

    4. The candidate receiving the highest number of votes cast for that position will be elected.

    5. The Board of Directors shall serve for one year or until their successors are duly elected at the next Annual Meeting.

  4. Vacancies:

    1. Vacancies in all offices except the Presidency shall be filled for the remaining period until the next annual election. The Board may fill the position by a majority vote of the remaining Board members as soon as the vacancy occurs.  A vacancy in the office of the President shall be filled by a majority vote of the members of the Association at a special meeting, duly called by any remaining officers, for the purpose of electing a new president.

    2. The First Vice-President, if any, shall fill a vacancy in the office of the President until a new president is elected. The Board shall then appoint a First Vice-President, if necessary.

    3. An officer who has two (2) consecutive absences from Board meetings without reason shall be deemed to have resigned from the position.

  5. Powers and Duties: The Board of Directors shall:

    1. Be responsible for conduct and management of the Association.

    2. Serve as an Executive Committee.

    3. Supervise preparation and maintenance of the procedures and guidelines for the Association and its activities.

    4. Appoint standing and ad hoc committees as needed.

    5. Prepare a budget for adoption at the annual meeting for the fiscal year starting January 1.

    6. Approve all expenditures in the normal course of business in the normal course of business under $200.  Expenses over $200 need to be approved by the General Membership.

    7. Manage other items as appropriate to meet the goals of the Association.

  6. Meetings:

    1. The Board shall meet at least four times per year at times designated by the Board.  The President may call special meetings at any time and shall call a special meeting upon telephone request of three (3) members.  In either case, three (3) days' notice shall be given.

    2. Board or Special meetings may be closed to consider litigation and matters involving a Board member. The purpose of any closed session shall be announced. A report of action taken in closed session shall be included in the minutes and reported at the next open meeting. Strategic planning may be discussed in closed session; action shall be taken in open session.

  7. Quorum of Directors: The quorum for Board meetings shall be a simple majority of Board members.

  8. Minutes: Minutes must be kept for each meeting of the Board. Board minutes shall be available on the Blackhawk Neighborhood Association website, if any exists, General Meeting or Board Meeting Minutes may be requested from the Secretary in writing.

  9.  Conflict of Interest: Each member of the Board of Directors is to avoid conflict of interest or the appearance thereof between their political, personal, professional, and financial interests and the stated purpose of the Association.

Article 6 - Amendments

  1. These Bylaws may be amended by a majority vote of the members attending either a regular or special meeting of the Association.

  2. Proposed changes to the Bylaws must be delivered in writing to all member households and member non-resident owners at least seven (7) days prior to the meeting at which they will be considered.  A qualified member household or member non-resident owner and business owner is one whose dues are current and were paid at least 30 days in advance of the vote.

Article 7 - Dissolution of Assets

The property of this association is irrevocably dedicated to community education, preservation, maintenance, and enhancement. No part of the Association income shall ever inure to the benefit of any individual officer or member. Upon dissolution of the Association, any assets remaining after payment of debts and liabilities shall be distributed to a nonprofit fund, a foundation, community group, or a corporation organized exclusively for the same purposes and goals as those established by these bylaws. Assets may also be gifted to the ………for Blackhawk neighborhood improvement should the organization be dissolved.

Article 8 – Implementation

1.  These bylaws are implemented by a simple majority vote of the members of the Blackhawk residents Association as described in the Membership Section.  “Membership Definition” on November 27, 2007 and will apply until amended, revised or rescinded.

Article 9- Audit  (Amended and approved at General Meeting May 27, 2008)

1.  The financial records of this organization shall be audited by a minimum of 2 members of this organization other than the present treasurer before they are submitted to the newly elected treasurer.  The auditors will report in writing to the membership that this has been completed.

 

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39 minutes ago, Guest Ziggy said:

Here are the bylaws. From your questions I think we can just keep the same officers and board members until we can hold an election.

Based on these facts, yes, I agree that, if the assembly fails to complete its election at the required time, the current officers shall continue to serve until the election can be completed. This should be done as soon as possible - that is, the organization should not necessarily simply wait until next year's annual meeting.

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10 minutes ago, J. J. said:

Are you referring to the officers or directors?

The bylaws seem to be conflicting regarding whether there is a distinction between officer and directors.  It seems the bylaws can be interpreted to mean that that officers are directors and directors are officers, so I would say that it is a reasonable interpretation that officers and directors serve until their successors are elected. I also note that voting by mail is permitted and I think it would be reasonable for the organization to interpret that provision as also permitting voting by email.  Ultimately, those issues are a matter of bylaws interpretation and I think more than one interpretation is reasonable.  In short, I think I agree with Mr.  Martin, but I see how other interpretations would also be reasonable.

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Guest Ziggy
14 minutes ago, Richard Brown said:

The bylaws seem to be conflicting regarding whether there is a distinction between officer and directors.  It seems the bylaws can be interpreted to mean that that officers are directors and directors are officers, so I would say that it is a reasonable interpretation that officers and directors serve until their successors are elected. I also note that voting by mail is permitted and I think it would be reasonable for the organization to interpret that provision as also permitting voting by email.  Ultimately, those issues are a matter of bylaws interpretation and I think more than one interpretation is reasonable.  In short, I think I agree with Mr.  Martin, but I see how other interpretations would also be reasonable.

Here are the bylaws. From your questions I think we can just keep the same officers and board members until we can hold an election.

Blackhawk Residents Association Bylaws

(An Illinois Not-For-Profit corporation)

 

Article 1 - Name

The name of this Association shall be Blackhawk Residents Association.

Article 2 - Purpose

The purposes of this Association shall be to represent the residents of the Blackhawk neighborhood and to serve as a forum for communication within the community.

Article 3 - Goals

  1. To promote community involvement and participation in issues and activities affecting the neighborhood.

  2. To establish and maintain communications between the neighborhood and the ……..and other agencies or entities as needed.

  3. To work cooperatively for solutions to neighborhood challenges.

  4. To recruit volunteers and sponsors to aid in the enhancement of the neighborhood and the community at large.

  5. To provide a vehicle for the generation of revenues through fundraising activities for the purpose of supporting the enhancement of the quality of life in the Blackhawk Association area.

Article 4 - Membership and Meetings

  1. Eligibility: Membership is open to any resident household or non-resident owner in the Blackhawk neighborhood, or any business, that subscribes to the goals and aims of the Association.  Any resident or family member over 18 years of age is eligible to vote on behalf of the household. The boundaries of the Blackhawk Residents Association are: …….

  2. Only members whose membership payment is current and was paid 30 days in advance of the vote will be accorded voting privileges.  This requirement will not pertain to the initial votes establishing the association, the first vote on dues, or the first election of directors.

  3. Voting: Each paid Association Member shall have the right to cast one vote.

  4. Dues: Dues will be proposed by the Board of Directors and will be adopted by a majority vote of the members attending the annual meeting.  Dues will be payable by Jan.1 of each year.  Dues will be effective until Jan. 1 of each successive year thereafter. 

  5. Association Meetings: The Association shall meet a minimum of once a quarter. The Board will determine the calendar.  The month of September shall be designated for holding the Annual Meeting.  Notice of meetings shall be given at least seven (7) days in advance.

  6. Special Meetings: Special Meetings may be called by the Board of Directors or the President. Seven (7) days' notice shall be given for such meetings.

  7. Voting Method: Voting may be done through a show of hands or by voice for regular agenda items.  However when voting for officers or other action items, members may use a written ballot.  Voting may also be conducted by mail in any manner that the Board of Directors shall determine.  Voting for the Board of Directors shall be in the manner proscribed in Article 5 Section 3.

  8. Quorum of Members: Quorum is achieved when 1/10th of members of the Association, in good standing 30 days in advance of the vote, are present at the meeting.  If a quorum is present, then a simple majority of votes cast decides the outcome of matters requiring members’ votes.

  9. Minutes: Minutes must be kept for each meeting of the Association. Copies of the previous minutes are to be available on the Blackhawk Neighborhood Association website, if a website exists, or by written request made to the Secretary, with a limited number of copies at the following meeting.

  10. Meetings shall be conducted according to the Robert’s Rules and Parliamentary Procedure, as amended.

  11. Membership List:  Blackhawk Residents Association will maintain a list of members meeting the requirements as identified in the membership section.  Additionally Blackhawk Residents Association may maintain a list of all residents in the defined area described in the Membership Section. (4.1)

  12. Membership Conduct:  Members will conduct themselves in legal, civil and ethical manners at all times.  These Bylaws will be followed, commitments should be honored, members should be mutually respected, issues should be discussed civilly, difference should be settled cordially, and majority vote decisions should be accepted.

  13. Notification:  Notices of official meetings will be provided to members in advance.  Acceptable announcements include written notices distributed by mail, or by hand, telephone calls (including voice-mail messages), and email.  The announced scheduling of routinely held meetings will be considered notice of such meetings, and reminders of these meetings may be sent.  Because the purpose of notice is to encourage participation in the meetings, due effort will be made to reasonably ensure receipt of required and reminder notices.

Article 5 - Board of Directors

  1. Composition: The Board of Directors shall consist of a minimum of three and a maximum of eleven members of the Association.  The Association shall have the following officers, whom shall also be directors:  President, Secretary, and Treasurer.  The Association may have additional officers, whom shall also be directors, including, but not limited to, a First Vice-President, Second Vice-President, Assistant Secretary and a Parliamentarian/Sergeant-at Arms.

    1. The President shall coordinate all Association activities, preside at meetings of the Association and the Board, and shall have the general powers of supervision and management of the Association and such duties as may be designated by the Board. Only association members in good standing for at least one full year are eligible to become president.  With the exception of the Nominating Committee, the President shall be an ex-officio member of all other committees and shall be notified of all meetings.

    2. The First Vice President, if any, shall assume the duties of the President in that officer's absence. Other duties shall be performed as required by the President or the Board.

    3. The Second Vice-President, if any, shall perform duties as required by the President or the Board.

    4. The Secretary shall keep minutes of the Association meetings and Board meetings and shall be responsible for notification of all official meetings of the Board and the Association.  In addition, Secretary shall manage the Association's correspondence at the direction of the President and shall maintain the Association archive files.

    5. The Treasurer shall be the custodian of the Association funds and shall supervise the handling of funds for any enterprises of the Association. The Treasurer shall assure the keeping of proper financial records, report regularly in writing to the members and the Board, and pay budgeted requests as directed by the Board. All checks shall be signed by the Treasurer and one of the following: President, First Vice-President, Second Vice-President.

    6. The Parliamentarian/Sergeant-at-Arms, if any, shall advise and provide rulings for the conduct of meetings, shall determine the presence of a quorum, and shall conduct any voting by ballot.  In the absence of the Parliamentarian/Sergeant-at-Arms, the President, or any Director so designated by the President, may perform the duties of the Parliamentarian/Sergeant-at-Arms.

    7. All officers upon completion of their term in office, are encouraged to leave any written instructions and or notes that they have compiled during their tenure in office, to their respective successor to insure a smooth transition of duties.

  2. Term of Office: The term of office shall be for one (1) year, beginning at the first Board meeting following the Annual Meeting.

  3. Election of the Board of Directors:

    1. The election of Directors will be held at the Annual Meeting.

    2. The Board shall appoint a Nominating Committee in May with a minimum of three (3) members, to be chaired by a current member of the Board. The Nominating Committee shall present a slate of candidates for officers and board members to be elected with at least one candidate for each office of President, Secretary and Treasurer.  Candidates must be Association members in good standing at least 30 days in advance of the vote. The slate of candidates will be prepared and published in the August newsletter.

    3. Nominations from the floor will be solicited before the vote.

    4. The candidate receiving the highest number of votes cast for that position will be elected.

    5. The Board of Directors shall serve for one year or until their successors are duly elected at the next Annual Meeting.

  4. Vacancies:

    1. Vacancies in all offices except the Presidency shall be filled for the remaining period until the next annual election. The Board may fill the position by a majority vote of the remaining Board members as soon as the vacancy occurs.  A vacancy in the office of the President shall be filled by a majority vote of the members of the Association at a special meeting, duly called by any remaining officers, for the purpose of electing a new president.

    2. The First Vice-President, if any, shall fill a vacancy in the office of the President until a new president is elected. The Board shall then appoint a First Vice-President, if necessary.

    3. An officer who has two (2) consecutive absences from Board meetings without reason shall be deemed to have resigned from the position.

  5. Powers and Duties: The Board of Directors shall:

    1. Be responsible for conduct and management of the Association.

    2. Serve as an Executive Committee.

    3. Supervise preparation and maintenance of the procedures and guidelines for the Association and its activities.

    4. Appoint standing and ad hoc committees as needed.

    5. Prepare a budget for adoption at the annual meeting for the fiscal year starting January 1.

    6. Approve all expenditures in the normal course of business in the normal course of business under $200.  Expenses over $200 need to be approved by the General Membership.

    7. Manage other items as appropriate to meet the goals of the Association.

  6. Meetings:

    1. The Board shall meet at least four times per year at times designated by the Board.  The President may call special meetings at any time and shall call a special meeting upon telephone request of three (3) members.  In either case, three (3) days' notice shall be given.

    2. Board or Special meetings may be closed to consider litigation and matters involving a Board member. The purpose of any closed session shall be announced. A report of action taken in closed session shall be included in the minutes and reported at the next open meeting. Strategic planning may be discussed in closed session; action shall be taken in open session.

  7. Quorum of Directors: The quorum for Board meetings shall be a simple majority of Board members.

  8. Minutes: Minutes must be kept for each meeting of the Board. Board minutes shall be available on the Blackhawk Neighborhood Association website, if any exists, General Meeting or Board Meeting Minutes may be requested from the Secretary in writing.

  9.  Conflict of Interest: Each member of the Board of Directors is to avoid conflict of interest or the appearance thereof between their political, personal, professional, and financial interests and the stated purpose of the Association.

Article 6 - Amendments

  1. These Bylaws may be amended by a majority vote of the members attending either a regular or special meeting of the Association.

  2. Proposed changes to the Bylaws must be delivered in writing to all member households and member non-resident owners at least seven (7) days prior to the meeting at which they will be considered.  A qualified member household or member non-resident owner and business owner is one whose dues are current and were paid at least 30 days in advance of the vote.

Article 7 - Dissolution of Assets

The property of this association is irrevocably dedicated to community education, preservation, maintenance, and enhancement. No part of the Association income shall ever inure to the benefit of any individual officer or member. Upon dissolution of the Association, any assets remaining after payment of debts and liabilities shall be distributed to a nonprofit fund, a foundation, community group, or a corporation organized exclusively for the same purposes and goals as those established by these bylaws. Assets may also be gifted to the ………for Blackhawk neighborhood improvement should the organization be dissolved.

Article 8 – Implementation

1.  These bylaws are implemented by a simple majority vote of the members of the Blackhawk residents Association as described in the Membership Section.  “Membership Definition” on November 27, 2007 and will apply until amended, revised or rescinded.

Article 9- Audit  (Amended and approved at General Meeting May 27, 2008)

1.  The financial records of this organization shall be audited by a minimum of 2 members of this organization other than the present treasurer before they are submitted to the newly elected treasurer.  The auditors will report in writing to the membership that this has been completed.

 

Thank you for the additional input. I will report this back to the board so everyone knows what the consensus is as to how to proceed.

 

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The bylaws also seem to be in conflict regarding the term of office. Article V states in Section 2 that the term of office "shall be one year, beginning at the first board meeting following the annual meeting", with no mention of serving and/or until their successors are elected. However, further down in Section 3 it states "The Board of Directors shall serve for one year or until their successors are duly elected at the next annual meeting." This really clouds the issue to Guest Ziggy's initial question. I don't see any obvious way to resolve those conflicting statements.

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11 hours ago, Bruce Lages said:

The bylaws also seem to be in conflict regarding the term of office. Article V states in Section 2 that the term of office "shall be one year, beginning at the first board meeting following the annual meeting", with no mention of serving and/or until their successors are elected. However, further down in Section 3 it states "The Board of Directors shall serve for one year or until their successors are duly elected at the next annual meeting." This really clouds the issue to Guest Ziggy's initial question. I don't see any obvious way to resolve those conflicting statements.

I noticed the same thing, Bruce, and I agree. Ultimately, this organization itself is gong to have to resolve the apparent conflicts and contradictions in its bylaws.

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