Board rollover

[Roger Waters]

Hello. Last year our Board President decided to rollover the Board to the year 2021 without having elections, due to the pandemic. Are there any rules that allow this to happen?

[Richard Brown]

2 hours ago, Roger Waters said:

Hello. Last year our Board President decided to rollover the Board to the year 2021 without having elections, due to the pandemic. Are there any rules that allow this to happen?

Not unless your bylaws or state law provide that officers and directors whose terms have expired continue to serve until their successors are elected. Even then, nothing in RONR gives the president the right to issue such a directive on his own. 

We really need more information in order to properly answer your question, such as exactly what your bylaws say about terms of office, elections, filling vacancies, and whether officers and directors continue to serve until their successors are elected. 

it can be a really complicated issue. 

 

 

[Roger Waters]

Thanks for your reply. This is what I found on our club bylaws that may be relevant:

SECTION II.
Elections shall be held annually. Election of the Board Members shall be held in November. Newly elected Members of the Board shall take office upon adjournment of the meeting at which they are elected. The Board will elect President, Vice-President, Secretary and Treasurer from among its members at the next Board meeting immediately following the election.

SECTION III.
A Board Member's term of office will be for two years. No Board Member shall serve more than two consecutive full terms of office.

 

The minutes for a Board meeting just say "Due to COVID19 the board extends tenure of current board an additional 12 months."

Our club did not have general meetings during 2020 but the Board did meet during 2020.

Thanks for any help! I am new to all this terminology and I'm so glad there is a forum that can help! 

[Josh Martin]

17 minutes ago, Roger Waters said:

SECTION II.
Elections shall be held annually. Election of the Board Members shall be held in November. Newly elected Members of the Board shall take office upon adjournment of the meeting at which they are elected. The Board will elect President, Vice-President, Secretary and Treasurer from among its members at the next Board meeting immediately following the election.

SECTION III.
A Board Member's term of office will be for two years. No Board Member shall serve more than two consecutive full terms of office.

 

The minutes for a Board meeting just say "Due to COVID19 the board extends tenure of current board an additional 12 months."

Our club did not have general meetings during 2020 but the Board did meet during 2020.

Based upon the facts presented, it seems that the bylaws do not permit board members' terms to be extended. As a result, the board's motion is invalid.

The board might, however, be able to accomplish a similar objective in the event that the bylaws authorize the board to fill vacancies, or if they grant the board full power and authority to act between meetings of the membership.

Edited January 29, 2021 at 07:28 PM by Josh Martin

[Richard Brown]

Thank you for the additional information. That leads to additional questions.

First, your bylaws specify that elections shall be held annually but they also say that directors serve a term of two years. How is that apparent discrepancy resolved? Are only a certain number of directors elected each year? Is that provided for in the bylaws? If so, please quote those additional provisions.

Second,  Do your bylaws say anything anywhere that officers or directors serve until their successors are elected?

Third, what, if anything, do your bylaws say about filling vacancies? Who (which body) is authorized to fill vacancies?

[Roger Waters]

1 hour ago, Richard Brown said:

First, your bylaws specify that elections shall be held annually but they also say that directors serve a term of two years. How is that apparent discrepancy resolved? Are only a certain number of directors elected each year? Is that provided for in the bylaws? If so, please quote those additional provisions.

I'm assuming there are only a certain number of positions open every year, as you mentioned. This is all I can find that is related: "

1. The Committee shall nominate at least one candidate for each of the positions on the Board that are open each year, and, after securing the consent of each person nominated, shall immediately report their nominations to the Secretary in writing."

 

1 hour ago, Richard Brown said:

Second,  Do your bylaws say anything anywhere that officers or directors serve until their successors are elected?

I can't find that wording anywhere on the bylaws.

1 hour ago, Richard Brown said:

Third, what, if anything, do your bylaws say about filling vacancies? Who (which body) is authorized to fill vacancies?

This is what I found:

SECTION III.
A nominating committee of three persons and two alternates, no more than one a present Board Member will be appointed by the Board.

1. The Committee shall nominate at least one candidate for each of the positions on the Board that are open each year, and, after securing the consent of each person nominated, shall immediately report their nominations to the Secretary in writing.

2. Upon receipt of the Nominating Committee’s report, the Secretary shall two weeks before the September general meeting notify each member in writing of the candidates so nominated.

3. Additional nominations may be made at the September general meeting by any member in attendance, provided that the person so nominated does not decline when their name is proposed, and provided further that if the proposed candidates is not in attendance at this meeting, the proposer shall present to the Secretary a written statement from the proposed candidate signifying willingness to be a candidate. No person shall be a candidate for more than one position.

4. Nominations cannot be made at the annual meeting or in any manner other than as provided in this Section.

Election to office shall be by ballot at the November annual meeting.

SECTION IV.
The Secretary shall, fifteen days or more prior to the November annual meeting, mail to each member eligible to vote a list of all candidates nominated for the board. Such members may each cast one vote for each board vacancy. The Secretary shall also prepare blank ballots for the election tellers and a list of all members eligible to vote.

SECTION V.
The election shall be conducted by tellers appointed by the President, none of whom shall be candidates for office. Tellers shall furnish ballots to all eligible members, collect marked ballots from members, determine that the number of ballots cast does not exceed the number of members eligible to vote, count all ballots cast, and report election results to the President. The President shall announce the election results, and declare those candidates elected who have received a plurality of the votes cast.

 

Thanks for the help!

[Roger Waters]

1 hour ago, Josh Martin said:

The board might, however, be able to accomplish a similar objective in the event that the bylaws authorize the board to fill vacancies, or if they grant the board full power and authority to act between meetings of the membership.

Found this on the bylaws which may allow them to rollover the Board:

SECTION VIII.
When a vacancy in the Board of Directors occurs, election to fill said vacancy shall be held at the next regular meeting of the club. A vacancy occurring in the last three months of the year shall be filled by Board appointment.

[Roger Waters]

1 hour ago, Richard Brown said:

Thank you for the additional information. That leads to additional questions.

First, your bylaws specify that elections shall be held annually but they also say that directors serve a term of two years. How is that apparent discrepancy resolved? Are only a certain number of directors elected each year? Is that provided for in the bylaws? If so, please quote those additional provisions.

Second,  Do your bylaws say anything anywhere that officers or directors serve until their successors are elected?

Third, what, if anything, do your bylaws say about filling vacancies? Who (which body) is authorized to fill vacancies?

Found something else that may allow the Board to fill vacancies:

SECTION VIII.
When a vacancy in the Board of Directors occurs, election to fill said vacancy shall be held at the next regular meeting of the club. A vacancy occurring in the last three months of the year shall be filled by Board appointment.

[Josh Martin]

14 minutes ago, Roger Waters said:

Found this on the bylaws which may allow them to rollover the Board:

SECTION VIII.
When a vacancy in the Board of Directors occurs, election to fill said vacancy shall be held at the next regular meeting of the club. A vacancy occurring in the last three months of the year shall be filled by Board appointment.

Thank you. Based on these additional facts, it would seem to be that in the event that the society is unable to complete its elections at the proper time, the board may fill the resulting vacancies, and those persons shall continue to serve until the next regular meeting of the club (whenever that eventually occurs), at which time the membership may elect persons to serve for the remainder of the term.

As a result, I would interpret the motion adopted by the board to have the effect of filling the vacancies with the persons who were previously in the positions, however, it may be that they will not serve for a full twelve months as the board desired. It depends on when the club is able to meet again.

Edited January 29, 2021 at 08:55 PM by Josh Martin