Bylaws and Elections

[Guest Meesha V]

I am a member of a national club. Our members are all over the US. Our Bylaws state that a nominating committee is to be formed and announce their nominations on or before August 1st. Individuals can then petition to be on the ballot by August 24th. The bylaws go on to state "SECTION 3: Annual Election - The election of officers and delegate to The American Kennel Club (who may but need not be a director or officer of the Club) shall be conducted by secret ballot. Voting for candidates, if necessary, shall take place in September. The Secretary or an independent firm should send, receive and count ballots. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The results of the mail-in balloting shall be announced in the next Quarterly Newsletter."

 

What actions can be taken if the Board fails to have an election during the month of September? The next newsletter is due to be published the first week of October and that should have the results in it. It is September 17 and I do not see the Board pulling off a mailed ballot election by the end of the month.

[J. J.]

If this is a mail ballot, the only thing that could be done is to have the election as soon as possible.  Is this a mail ballot or a vote at a meeting?

[Guest Meesha]

It is mail ballot voting. I wasn't sure if there could be any recourse or disciplinary action for the current board for completely ignoring the fact that there is an election that needs to happen in September.

[Richard Brown]

3 hours ago, Guest Meesha V said:

What actions can be taken if the Board fails to have an election during the month of September?

 

38 minutes ago, Guest Meesha said:

It is mail ballot voting. I wasn't sure if there could be any recourse or disciplinary action for the current board for completely ignoring the fact that there is an election that needs to happen in September.

Yes, the officers and/or members of the Board could be subjected to disciplinary action for failure to carry out their duties.  Punishment could range from simple censure (which can also be done by motion without going through a disciplinary process) to suspension, removal from office, or even expulsion from membership.  If your club has its own provisions for discipline, those provisions would trump the rules on discipline in RONR.  In the new 12th edition, discipline is covered in Chapter XX (Section 61).

For brief information on removing officers before their terms are up,  see FAQ No. 20:  https://robertsrules.com/frequently-asked-questions/#faqs

[Gary Novosielski]

On 9/17/2020 at 7:20 PM, Guest Meesha V said:

I am a member of a national club. Our members are all over the US. Our Bylaws state that a nominating committee is to be formed and announce their nominations on or before August 1st. Individuals can then petition to be on the ballot by August 24th. The bylaws go on to state "SECTION 3: Annual Election - The election of officers and delegate to The American Kennel Club (who may but need not be a director or officer of the Club) shall be conducted by secret ballot. Voting for candidates, if necessary, shall take place in September. The Secretary or an independent firm should send, receive and count ballots. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The results of the mail-in balloting shall be announced in the next Quarterly Newsletter."

What actions can be taken if the Board fails to have an election during the month of September? The next newsletter is due to be published the first week of October and that should have the results in it. It is September 17 and I do not see the Board pulling off a mailed ballot election by the end of the month.

Was there a nominating committee? Did it report?  Were additional nominations by petition received?  If so, then I think the only reasonable course of action is to hold the election as soon as possible.  Discipline of those who failed in their duties is certainly an option, but that's a different question.

I'm not sure what the language "voting...if necessary" means.  Since ballots are required, when would voting not be necessary?

[Guest Discipline]

On 9/17/2020 at 10:40 PM, Richard Brown said:

 

Yes, the officers and/or members of the Board could be subjected to disciplinary action for failure to carry out their duties.  Punishment could range from simple censure (which can also be done by motion without going through a disciplinary process) to suspension, removal from office, or even expulsion from membership.  If your club has its own provisions for discipline, those provisions would trump the rules on discipline in RONR.  In the new 12th edition, discipline is covered in Chapter XX (Section 61).

For brief information on removing officers before their terms are up,  see FAQ No. 20:  https://robertsrules.com/frequently-asked-questions/#faqs

Thank you for all of this information!

The following is our bylaws regarding discipline.

ARTICLE VI DISCIPLINE
SECTION 1: American Kennel Club Suspension - Any member who is suspended from the privileges of The American Kennel Club automatically shall be suspended from the privileges of this Club for a like period.
SECTION 2: Charges - Any member may prefer charges against a member for alleged misconduct prejudicial to the best interests of the Club or the Breed. Written charges with specifications must be filed in duplicate with the Secretary together with a deposit of $10.00 which shall be forfeited if such charges are not sustained by the Board following a hearing. The Secretary shall promptly send a copy of the charges to each member of the Board, and the Board shall first consider whether the actions alleged in the charges, if proven, might constitute conduct prejudicial to the best interests of the Club or the Breed. If the Board considers that the charges do not allege conduct which would be prejudicial to the best interests of the Club or the Breed it may refuse to entertain jurisdiction. If the Board entertains jurisdiction of the charges it shall fix a date for a hearing by the Board or a committee of not less than three members of the Board, not less than 3 weeks nor more than 6 weeks thereafter. The Secretary shall promptly send one copy of the charges to the accused member by certified mail together with a notice of the hearing and an assurance that the defendant may personally appear in his own defense and bring witnesses if he wishes.
SECTION 3: Board Hearing - T\xq Board shall have complete authority to decide whether counsel may attend the hearing, but both complainant and defendant shall be treated uniformly in that regard. Should the charges be sustained, after hearing all the evidence and testimony presented by complainant and defendant, the Board, or the Board committee may by a majority vote of those present reprimand or suspend the defendant from all privileges of the Club for not more than six months from the date of the hearing or until the next annual meeting if that will occur after six months. And, if it deems that punishment insufficient, it may also recommend to the membership that the penalty be expulsion. In such case, the suspension shall not restrict the defendant’s right to appear before his fellow members at the next annual meeting, which considers the recommendation of the Board or the Board committee. Immediately after the Board has reached a decision, its findings shall be put in written form and filed with the Secretary. The Secretary, in turn, shall notify each of the parties of the decision and penalty, if any.
SECTION 4: Expulsion - Expulsion of a member from the Club may be accomplished only at an annual meeting of the Club following a Board hearing, and upon the recommendation of the Board or Board committee as provided in Section 3 of this Article. The defendant shall have the privilege of appearing in his own behalf, though no evidence shall be taken at this meeting. The President shall read the charges and the findings and recommendation, and shall invite the defendant, if present, to speak in his own behalf The meeting shall then vote by secret written ballot on the proposed expulsion. If expulsion is not so voted, the Board’s suspension shall stand. 

[Guest Nominating committee]

On 9/18/2020 at 9:01 PM, Gary Novosielski said:

Was there a nominating committee? Did it report?  Were additional nominations by petition received?  If so, then I think the only reasonable course of action is to hold the election as soon as possible.  Discipline of those who failed in their duties is certainly an option, but that's a different question.

I'm not sure what the language "voting...if necessary" means.  Since ballots are required, when would voting not be necessary?

We did have a nominating committee (although bylaws on those procedures were ignored as well) they reported August 1st and gave a slate of the current board members up for re-election (4 positions).

 

Members had until August 24 to petition to be on a ballot. All positions were contested which would force a balloted vote. (If positions aren't contested there is no vote).

[Gary Novosielski]

45 minutes ago, Guest Nominating committee said:

Members had until August 24 to petition to be on a ballot. All positions were contested which would force a balloted vote. (If positions aren't contested there is no vote).

That does not appear to be what the bylaws say.

On 9/17/2020 at 7:20 PM, Guest Meesha V said:

The election of officers and delegate to The American Kennel Club (who may but need not be a director or officer of the Club) shall be conducted by secret ballot.

Is there language elsewhere that says uncontested positions may be elected by acclamation?

If not, RONR is explicit that a ballot must be held, and this provision may not be suspended even by a unanimous vote. [RONR (12th ed.) 45:20].  I'm not sure how the apparent prohibition on write-ins interacts with this rule, since that would appear to render this rule absurd, yet there it is. For that reason I hope there is an acclamation exception elsewhere in your bylaws, or else that this RONR rule would carve out an exception to the "no write-ins" rule.

Hoping others will comment.
 

Edited September 21, 2020 at 05:19 PM by Gary Novosielski

[Guest Meesha]

" ARTICLE IV THE CLUB YEAR, VOTING, NOMINATIONS, AND ELECTIONS
SECTION 1 .• Club Year - The Club’s fiscal year shall begin on the first day of January and end on the last day of December. The Club’s official year shall begin immediately at the conclusion of the election and shall continue through the next election. The elected officers and directors shall take office on the first day of the month following the election and each retiring officer shall turn over to his successor in office all properties and records relating to that office within 30 days after the election.
SECTION 2: Voting. At the annual meeting or at a special meeting of the Club, voting shall be limited to those members in good standing who are present at the meeting, except for the annual election of officers, the delegate and directors, and for amendments to the constitution and bylaws and the breed standard, which shall be decided by written ballot cast by mail. Voting by proxy shall not be permitted. The Board may decide to submit other specific questions iPor decision of the members by written ballot cast by mail.
SECTION 3: Annual Election - The election of officers and delegate to The American Kennel Club (who may but need not be a director or officer of the Club) shall be conducted by secret ballot. Voting for candidates, if necessary, shall take place in September. The Secretary or an independent firm should send, receive and count ballots. The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The results of the mail-in balloting shall be announced in the next Quarterly Newsletter.
SECTION 4: Nominations and Ballots - No person may be a candidate in a Club election who has not been nominated in accordance with these bylaws. A Nominating Committee shall be chosen by the Board before March 15. The Committee shall consist of three members from different areas of the U.S.A. and two alternates, all members in good standing, no more than one of whom may be a member of the current Board. The Board shall name a chairman of the committee. The Nominating Committee may conduct its business by mail. a) The Committee shall nominate from among the eligible members of the Club, one candidate for each open office, and for each open position on the Board and for the delegate to The American Kennel Club, and shall procure the acceptance of each nominee so chosen. The Committee should consider geographical representation of the membership of the Board. The Committee shall then submit its slate of candidates to the Secretary, who shall mail the list, including the full name of each candidate and the state in which he resides, to each member of the Club on or before August 1 so that additional nominations may be made by the members if they so desire. b) Additional nominations of eligible members may be made by written petition addressed to the Secretary and postmarked on or before August 24. The petition shall be signed by five members and accompanied by the written acceptance of each additional nominee signifying his willingness to be a candidate. Except for the position of delegate, no person shall be a candidate for more than one position. c) If no valid additional nominations are received postmarked on or before August 24, the Nominating Committee’s slate shall be declared elected and no balloting will be required. d) If one or more additional nominations are received by the Secretary postmarked on or before August 24 the Secretary or an independent firm shall mail to each member in good standing a ballot listing all nominees for each contested position in alphabetical order with names of states in which they reside

together with a blank envelope and a return envelope addressed to the Secretary or the independent firm marked “Ballot” and bearing the name of the member to which it was sent. So that the ballots may remain secret, each voter, after marking his ballot, shall seal it in the blank envelope, which in turn shall be placed in the second envelope addressed to the Secretary or the independent firm, who shall check the returns against the list of members whose dues are paid for the current year prior to opening the outer envelopes and removing the blank envelopes, and shall certify the eligibility of the voters as well as the results of the voting. The membership shall be notified of the election results in the next Quarterly Newsletter. e) Nominations cannot be made at the Annual Meeting or in any manner other than as provided above. " end qoute

[Guest Meesha]

That is directly from the club website, typos and all.

[Guest Meesha]

Please advise.

[Atul Kapur]

I'm not sure what further advice you are looking for. You were already told

On 9/17/2020 at 8:12 PM, J. J. said:

If this is a mail ballot, the only thing that could be done is to have the election as soon as possible. 

and, regarding discipline

On 9/17/2020 at 10:40 PM, Richard Brown said:

 

Yes, the officers and/or members of the Board could be subjected to disciplinary action for failure to carry out their duties.  Punishment could range from simple censure (which can also be done by motion without going through a disciplinary process) to suspension, removal from office, or even expulsion from membership.  If your club has its own provisions for discipline, those provisions would trump the rules on discipline in RONR.  In the new 12th edition, discipline is covered in Chapter XX (Section 61).

For brief information on removing officers before their terms are up,  see FAQ No. 20:  https://robertsrules.com/frequently-asked-questions/#faqs

If you think there is grounds to invoke the discipline section of your bylaws against members of your board, do it. I don't see that you can do so against a collective group of members (such as the board) but I haven't reviewed them in detail.

Otherwise, your next opportunity for recourse is at the next membership meeting, either regular, annual, or special (if you have provisions to call one and what you plan to do is included in the call of the meeting).

There is no RONR police that will force your board to do what you say they are required to do. You may wish to see if the parent body has authority to force the board to do that.