Who is right for how a meeting can be held

[Guest Bobcat]

Elections were recently held for our group for the board of directors. 13 people's names were submitted as nominees for the election, and the membership was instructed to vote for 7 people to fill the board with the results being announced at the normally scheduled meeting. The top 7 were then accepted as being voted in for the new board of directors. The person that was president last year received the most votes again this year. The group motioned and approved that positions would be assigned at a special meeting on the next Saturday and the meeting was agourned. Two days later one of the 7 decided that the group cannot hold a special meeting to try to assign seats for president, VP, secretary, and treasurer stating that proper notice was not given for calling the meeting. Our By-Laws state: "All Board of director meetings shall be held at 9:00 am on the first Saturday of the month. Additional Board of Director meetings may be called with proper notice. All members are welcome to attend the board of director meetings. All members who have submitted and email address to the Secretary will be notified electronically if the date, time or place is changed. Notice of change will be posted on the bulletin board and on the group website. "  A motion had been passed to hold the meeting for the newly elected board to fill the positions (general membership doesnt decide who gets what position) with all agreeing to the meeting. Days later, one director contested that the meeting could not be held calling it invalid. This director also attended the special meeting to contest it, advising other newly elected directors to not attend. This director also planned a meeting for seating the board inviting the news media and general membership. Which person is right with how the meeting to seat the newly elected board should be held?  Please note this director did not follow by-laws for the group last year, excluded members from being notified to vote, reimbursed monies with no receipts, and made no attempt to correct issues with the group's revoked 501c3 status when he had knowledge of the revocation.

[Josh Martin]

51 minutes ago, Guest Bobcat said:

Which person is right with how the meeting to seat the newly elected board should be held?

I have no idea. The bylaws are quite vague on this matter and simply state that "Additional Board of Director meetings may be called with proper notice." No further guidance is provided on how such meetings are called or what constitutes proper notice. This will ultimately be a question for the board to determine.

At the meeting in question (or at a later meeting, since if the member is in fact correct that the meeting is not properly called, that would constitute a continuing breach), the member may raise a Point of Order alleging that "proper notice was not given for calling the meeting" and that, as a result, the meeting is null and void. The chairman will rule the point well taken, meaning they agree, or not well taken, meaning they disagree. Either way, the chair should explain the reasoning for this ruling. The member may then appeal from the chair's ruling if desired. If the appeal is seconded, this then places the decision in the hands of the assembly, and (after debate) the board will make the final determination. A majority vote is required to overturn the chair's ruling.

51 minutes ago, Guest Bobcat said:

Please note this director did not follow by-laws for the group last year, excluded members from being notified to vote, reimbursed monies with no receipts, and made no attempt to correct issues with the group's revoked 501c3 status when he had knowledge of the revocation.

These facts have no relevance to the question of whether the board meeting was properly called.

Edited February 19, 2021 at 05:06 PM by Josh Martin

[Guest Bobcat]

Would the Chairman be the person that had the highest amount of votes from said election? Who is technically in charge of the meeting?   One article in the By Laws state: Special meetings of the members may be called at any time for any purpose whatsoever, by the president, or by the Board of Directors, or by any three of more members thereof. The meeting that was recently held held was to seat positions on the board. 4 of 7 members attended, with a motion being made for each of the 4 seats to be assigned. The motions had 3 votes of yes, one of no for each seat (president, vice president, secretary, and treasurer).  The next By-Law listed sates: "At any meeting of the members, members present shall constitute a quorum to transact business." 

The By-Laws need to be re-done so that they are clear, but this cannot happen until the 4 main directors are seated. With the way the current By-Laws read, it seems like there is no president which is causing issues for who is seen as being "in charge" as 2 different people believe they should be in charge.

[Gary Novosielski]

If the rules in RONR apply, it is not correct to say that the person with the highest number (or the five highest numbers) of votes is elected.

It is necessary to get a majority vote to be elected.  I.e., more than half of the number of ballots that have any director votes.  First you count all the ballots that have at least one director vote (count ballots, not votes).  Take the lowest number that's greater than half of that, and that's your "Needed to elect" value.

[Josh Martin]

17 minutes ago, Guest Bobcat said:

Would the Chairman be the person that had the highest amount of votes from said election?

No, not necessarily. I suppose a Chairman Pro Tempore could be elected prior to the election of the actual officers, although I imagine often that is handled by unanimous consent.

17 minutes ago, Guest Bobcat said:

Who is technically in charge of the meeting?

Well, you have elected a President now, so the President is the regular presiding officer. Ultimately, however, the board itself is "in charge" of board meetings.

Since the meeting, at this point, has already happened, the meeting is presumed to be valid until some determination is made providing otherwise.

17 minutes ago, Guest Bobcat said:

One article in the By Laws state: Special meetings of the members may be called at any time for any purpose whatsoever, by the president, or by the Board of Directors, or by any three of more members thereof. The meeting that was recently held held was to seat positions on the board. 4 of 7 members attended, with a motion being made for each of the 4 seats to be assigned. The motions had 3 votes of yes, one of no for each seat (president, vice president, secretary, and treasurer).  The next By-Law listed sates: "At any meeting of the members, members present shall constitute a quorum to transact business." 

So it seems clear that neither the President (since there wasn't one prior to the meeting) nor the Board of Directors (since it had not yet met) called this special meeting. Was the meeting called by three or more members of the board? If so, then at least that requirement is settled. Notice of a special meeting of the board must be sent to all members of the board. The bylaws are apparently silent about how much notice is required to call a special meeting, so that is an issue. RONR simply requires that "reasonable" notice must be given and recommends that the society adopt its own rules on this matter in its bylaws. So what exactly constitutes "reasonable" notice will be a question of interpretation.

17 minutes ago, Guest Bobcat said:

The By-Laws need to be re-done so that they are clear, but this cannot happen until the 4 main directors are seated. With the way the current By-Laws read, it seems like there is no president which is causing issues for who is seen as being "in charge" as 2 different people believe they should be in charge.

As I understand the facts, a special meeting was held at which a President was elected. No Point of Order or Appeal has yet been raised regarding the validity of that election. So you do have a President (at least for now). If it is ultimately determined that the meeting was not valid, then yes, a new election will need to be held.

Edited February 19, 2021 at 09:54 PM by Josh Martin