urgent Resignation announced during a board meeting , what follows?

[Learning]

*** URGENT ***

An Executive Board Member Resigned from their position during our last meeting. Their goal was to add themselves as a candidate for a different Board Position but because the window for making a lateral move was closed, they had to resign and take the chance to not get voted in again. 
So they resign, stated they understood the consequences and the board accepted their resignation. 
Following this, the board went ahead and continued on with usual business with this person still in the meeting and weighing in on things they no longer had a say in, 
Further, when the board moved on to voting in new candidates into Executive Positions, this non board member voted on every item. 
I have tried to discuss this with our parliamentarian who won't even take my calls. I know this was a direct violation of not only bylaws but RRO as well.
What can be done to get this handled post haste and am I citing Section 46 on Voting?

Thanks in advance.

[Guest Puzzling]

16 minutes ago, KMDM said:

*** URGENT ***

An Executive Board Member Resigned from their position during our last meeting. Their goal was to add themselves as a candidate for a different Board Position but because the window for making a lateral move was closed, they had to resign and take the chance to not get voted in again. 
So they resign, stated they understood the consequences and the board accepted their resignation. 
Following this, the board went ahead and continued on with usual business with this person still in the meeting and weighing in on things they no longer had a say in, 
Further, when the board moved on to voting in new candidates into Executive Positions, this non board member voted on every item. 
I have tried to discuss this with our parliamentarian who won't even take my calls. I know this was a direct violation of not only bylaws but RRO as well.
What can be done to get this handled post haste and am I citing Section 46 on Voting?

Thanks in advance.

For a start elections need previous notice so they could not be held at the same meeting. 

Also only members can vote, depending on how the vote worked out the site could be null and void.

Please supply your bylaws on the points of elections of boardmembers (permanent, and when  done by the board) 

Find the rule that boardmembers need to resign prior to getting possibly elected to another position strange , please quote it in full.

Will give chapters and verse later, also look out for other responses 

[Learning]

12 minutes ago, Guest Puzzling said:

For a start elections need previous notice so they could not be held at the same meeting. 

Also only members can vote, depending on how the vote worked out the site could be null and void.

Please supply your bylaws on the points of elections of boardmembers (permanent, and when  done by the board) 

Find the rule that boardmembers need to resign prior to getting possibly elected to another position strange , please quote it in full.

Will give chapters and verse later, also look out for other responses 

Thank you. We are a fairly new organization with bylaws that were created off the cuff by an inexperienced member. Those bylaws were passed months ago by the board until we could get a proper parliamentarian in who is working revisions but the original stay until that is done. 

The elections had previous notice to all Executive Board Members. (One resigned their position before any voting took place but stayed and voted as mentioned above.)

This is the only section on elections: 
Section 2. Nominations and Elections
Nomination applications will be made available in April for submission by May 1, to be followed up with an interview by current board members.

Election of officers will be held during the annual meeting in May of each year. Voting shall be by voice vote of XXXXXXXXXXXXX membership unless more than one person is running for an office, at which time a ballot vote shall be taken. Election of officers shall be by majority approval. Candidates must meet eligibility requirements under Article V Section 3.

I don't know what difference this makes but no other rules were decided on ...
Article XI – Standing Rules

Standing rules may be created by the Aristoi Cypress PTO Board as needed for specific situations and instances. Standing rules may be amended by a two-third vote of the general membership.

There are no rules in the bylaws with regard to resigning from a position. It is my understanding that Roberts Rules of Order then takes the place and the resignation comes in the form of a written notice to the secretary, or announcing it in a meeting and can take precedence over any pending business. It was announced at the beginning of a meeting but not by the person who was resigning. It was announced by the Parliamentarian, not by the presiding President. 

Also at the meeting, the President was supposed to be the speaker and the Parliamentarian led the entirety of the meeting. 

With all of that said, there was an assumption that a Chairperson that was voted into a position that same meeting would slide right into the then vacant Director position (the one that the person resigned from in the beginning of the meeting) and when I tried to argue that is not how things work, I was met with resistance from the President and the person who resigned. Assuming because they were looking to move that chair person to a voting director position without going the proper route.

Unfortunately this whole thing is a mess. 

I appreciate any help you could provide. 

[Josh Martin]

1 hour ago, KMDM said:

An Executive Board Member Resigned from their position during our last meeting. Their goal was to add themselves as a candidate for a different Board Position but because the window for making a lateral move was closed, they had to resign and take the chance to not get voted in again. 
So they resign, stated they understood the consequences and the board accepted their resignation. 
Following this, the board went ahead and continued on with usual business with this person still in the meeting and weighing in on things they no longer had a say in, 
Further, when the board moved on to voting in new candidates into Executive Positions, this non board member voted on every item. 
I have tried to discuss this with our parliamentarian who won't even take my calls. I know this was a direct violation of not only bylaws but RRO as well.
What can be done to get this handled post haste and am I citing Section 46 on Voting?

In the event that the non-member's vote would have made a difference in the outcome of one or more motions adopted by the board, a Point of Order may be raised at a later meeting that those motions are null and void, followed by an appeal if necessary.

1 hour ago, KMDM said:

There are no rules in the bylaws with regard to resigning from a position. It is my understanding that Roberts Rules of Order then takes the place and the resignation comes in the form of a written notice to the secretary, or announcing it in a meeting and can take precedence over any pending business.

Yes, this is all correct, but I believe Guest Puzzling's question was not in regard to the rules for how to resign, but was in response to this claim:

2 hours ago, KMDM said:

Their goal was to add themselves as a candidate for a different Board Position but because the window for making a lateral move was closed, they had to resign and take the chance to not get voted in again. 

No rule in RONR requires a person to resign from their current position in order to run for some other position. The member is free to retain their current position and only resign from it if they win. In fact, they can even hold both positions unless the organization's bylaws provide otherwise. I don't know what this bit about "because the window for making a lateral move was closed" is referring to.

1 hour ago, KMDM said:

With all of that said, there was an assumption that a Chairperson that was voted into a position that same meeting would slide right into the then vacant Director position (the one that the person resigned from in the beginning of the meeting) and when I tried to argue that is not how things work, I was met with resistance from the President and the person who resigned. Assuming because they were looking to move that chair person to a voting director position without going the proper route.

What do your bylaws say in regard to filling vacancies?

[Guest Puzzling]

Still confused about what exactly happened . And what the authority of the board is. (Can the board even accept resignations?)

Also are Roberts rules of order the parliamentary authority according to the bylaws? It all looks rather messy.

When I first read your post I thought that the resignation was done at a board meeting ,not at a members meeting. (And that the board had the authority to accept the resignations) but now I am not sure anymore.

Not sure on the previous notice, in your first post you say it was announced during the meeting now you say that there was previous notice (they cannot both be true, previous notice needs to be given a reasonable time before the meeting and also to all (board?)members otherwise it is no previous notice.

I don't read anywhere that boardmembers may not be candidates for other (officers) posts. So maybe there was no reason to resign in the first place.  

Ending with some chapters and verses:

Only members can vote  RONR 23:7

Election needs previous notice (sorry could not find it , did I make this up?)

[Learning]

2 minutes ago, Guest Puzzling said:

Still confused about what exactly happened . And what the authority of the board is. (Can the board even accept resignations?)

Also are Roberts rules of order the parliamentary authority according to the bylaws? It all looks rather messy.

When I first read your post I thought that the resignation was done at a board meeting ,not at a members meeting. (And that the board had the authority to accept the resignations) but now I am not sure anymore.

Not sure on the previous notice, in your first post you say it was announced during the meeting now you say that there was previous notice (they cannot both be true, previous notice needs to be given a reasonable time before the meeting and also to all (board?)members otherwise it is no previous notice.

I don't read anywhere that boardmembers may not be candidates for other (officers) posts. So maybe there was no reason to resign in the first place.  

Ending with some chapters and verses:

Only members can vote  RONR 23:7

Election needs previous notice (sorry could not find it , did I make this up?)

OK, sorry for the confusion. I agree it is really a messy situation and I have been trying to reel in this board for quite some time with regard to following rules. It is difficult when you have a President and another board member who continue to say things like "it's not that serious". I and a couple of other board members feel that because we are a newly approved 501c3 that we must adhere to each of the rules and regulations set forth by the bylaws, RONR, and the IRS.

The resignation was at a board meeting. It was announced, but not by the Board member who was resigning, it was announced by the Parliamentarian. 
There was no discussion of the resignation at the Board meeting, it was apparently discussed prior to the meeting and was sprung on the board.

The previous notice I was referring to was only with regard to the Board Positions we were voting on in this Executive Meeting. 

There was no previous notice of resignation. 

Resignations are not covered in our bylaws so I we have to go by RONR from my understanding when it comes to something not covered by our bylaws which had been adopted  sometime last year.

It states:

Article X – Parliamentary Authority
The rules contained in the latest edition of Robert’s Rules of Order Newly Revised shall govern meetings when they are not in conflict with the organization’s bylaws.

I know it's hard to follow... please bare with me. 

I am not understanding why the board member wanted to resign in the first place either.  If this is the case, what am I citing if I am bringing this to the Parliamentarian and the board? 

Josh: (Sorry, I don't know how to reply to the two of you at the same time)
Section 6. Vacancies.
If there is a vacancy in the Office of President, the Vice President will become interim President until the next regularly scheduled meeting, when a new President will be elected. However, if the Vice President is willing, the interim term may be extended until a new President is elected. If there is a vacancy in any other office, members will be nominated and the vacancy filled through an election at the next XXXXXXXXXX board meeting.

It was not the President or Vice President who resigned. 

When you are done digesting that part, I have one last doozy for you both.

[Atul Kapur]

7 hours ago, KMDM said:

Following this, the board went ahead and continued on with usual business with this person still in the meeting and weighing in on things they no longer had a say in

The discussion above has focused on election issues and skimmed over this part. A point of order should have been raised at the time. It is now too late to raise a point of order regarding this (but not too late to learn the lesson to not do this again), except in the circumstances that Mr. Martin has explained above.

[Learning]

13 minutes ago, Atul Kapur said:

The discussion above has focused on election issues and skimmed over this part. A point of order should have been raised at the time. It is now too late to raise a point of order regarding this (but not too late to learn the lesson to not do this again), except in the circumstances that Mr. Martin has explained above.

I had read that a point of order is never too late if 1. there are clear violations and a point of order can be made at the next meeting with a motion put to the assembly 2. if the minutes from that meeting have not been accepted.  Maybe I misunderstood this. 


 

[Atul Kapur]

A point of order must be raised in a timely manner (before any other business has begun); with the only exception if there is a continuing breach. There are five categories of continuing breach, listed in 23:6.

Specifically to elections, 46:49 lists other examples of continuing breaches and (c) may apply here "If the votes of nonmembers or absentees in the election affect the result, action has been taken in violation of the fundamental principle of parliamentary law that the right to vote is limited to the members of an organization who are actually present at the time the vote is taken."

[Josh Martin]

5 hours ago, KMDM said:

The resignation was at a board meeting. It was announced, but not by the Board member who was resigning, it was announced by the Parliamentarian. 
There was no discussion of the resignation at the Board meeting, it was apparently discussed prior to the meeting and was sprung on the board.

The previous notice I was referring to was only with regard to the Board Positions we were voting on in this Executive Meeting. 

There was no previous notice of resignation. 

Resignations are not covered in our bylaws so I we have to go by RONR from my understanding when it comes to something not covered by our bylaws which had been adopted  sometime last year.

A resignation may be announced orally at a meeting (by the person who is resigning resigning) or submitted in writing to the Secretary or appointing power prior to the meeting. It may be that the resignation was submitted in writing. Even if not, I think it may be too late to raise a Point of Order regarding this matter at this time. In this particular case, the member was present at the time the resignation was announced and did not object to it, so I assume that the member did, in fact, intend to resign.

5 hours ago, KMDM said:

I am not understanding why the board member wanted to resign in the first place either.  If this is the case, what am I citing if I am bringing this to the Parliamentarian and the board? 

The rules regarding nominations and elections generally are discussed in RONR (12th ed.) Section 46. There are no rules in that section providing that there is some sort of "window" for making a lateral move or that board members must resign from their current position in order to run for some other position. So members are free to run while still holding their current position, unless your rules provide otherwise. Indeed, RONR (12th ed.) 46:31 notes that members can even be elected to and serve in multiple positions, unless the bylaws provide otherwise.

I don't think that helps much for this current situation - if the member properly submitted his resignation, he can't take it back after it has been accepted on the basis that he misunderstood the election rules. It is something to keep in mind for the future.

5 hours ago, KMDM said:

Josh: (Sorry, I don't know how to reply to the two of you at the same time)
Section 6. Vacancies.
If there is a vacancy in the Office of President, the Vice President will become interim President until the next regularly scheduled meeting, when a new President will be elected. However, if the Vice President is willing, the interim term may be extended until a new President is elected. If there is a vacancy in any other office, members will be nominated and the vacancy filled through an election at the next XXXXXXXXXX board meeting.

Based on this, it would appear that after the resignation is accepted, the proper procedure is that "members will be nominated and the vacancy filled through an election at the next XXXXXXXXXX board meeting." So you are correct that the vacancy could not be filled at the same meeting.

1 hour ago, KMDM said:

I had read that a point of order is never too late if 1. there are clear violations and a point of order can be made at the next meeting with a motion put to the assembly 2. if the minutes from that meeting have not been accepted.  Maybe I misunderstood this. 

Whether the minutes have been accepted is immaterial. Approving the minutes simply means that the assembly acknowledges them as an accurate record of what happened at the meeting. It has nothing to do with whether the actions contained within the minutes are proper.

"Clear violations" is not necessarily sufficient for raising a Point of Order at a later meeting. A violation may well be clear but not rise to the level of a continuing breach. A violation in which nonmembers are permitted to vote does constitute such a breach.

A further issue, however, is what exactly the effect of a Point of Order will be. If the nonmember's vote made no difference, then a Point of Order regarding this matter will have no effect regarding the validity of the motions adopted. That is, if a motion was adopted by (for example) a vote of 4-1, the motion remains valid because it makes no difference whether or not this vote is included. On the other hand, if a motion was adopted by 3-2, then that motion is invalid because the member's vote may well have made a difference in the outcome.

Edited June 9, 2021 at 06:13 PM by Josh Martin

[Learning]

11 hours ago, Josh Martin said:

A further issue, however, is what exactly the effect of a Point of Order will be. If the nonmember's vote made no difference, then a Point of Order regarding this matter will have no effect regarding the validity of the motions adopted. That is, if a motion was adopted by (for example) a vote of 4-1, the motion remains valid because it makes no difference whether or not this vote is included. On the other hand, if a motion was adopted by 3-2, then that motion is invalid because the member's vote may well have made a difference in the outcome.

Hi, thanks for your response. 

The Point of Order would have actually changed the outcome of a few of the votes in that specific meeting. 
But it seems this board is uninterested in doing the right thing as they continue to do what they want and follow whatever rules or not suit them best. 

Edited June 10, 2021 at 06:04 AM by Learning