Nominations for Board positions from within the Board not membership

[Guest Harv]

Our members elect the Board as a group.    "At the first meeting after the general election, the old Board and the newly elected Board shall meet to transfer responsibilities.  The new Board shall elect from its members, upon a proper motion, the following:

President and Chair                Vice President                  Secretary              Treasurer                   Librarian                    Equipment Manager"

Does using "upon a proper motion" mean that there needs to be a second for each nomination?  If it does, and there is no second then the nomination fails.  Is that correct?

[George Mervosh]

Under the rules in RONR, nominations do not require a second.  RONR (12th ed.), t18-19, motion 53.

[Dan Honemann]

On 10/6/2021 at 2:02 PM, Guest Harv said:

Our members elect the Board as a group.    "At the first meeting after the general election, the old Board and the newly elected Board shall meet to transfer responsibilities.  The new Board shall elect from its members, upon a proper motion, the following:

President and Chair                Vice President                  Secretary              Treasurer                   Librarian                    Equipment Manager"

Does using "upon a proper motion" mean that there needs to be a second for each nomination?  If it does, and there is no second then the nomination fails.  Is that correct?

Frankly, I have no idea what "upon a proper motion" means in this context.

But that's OK. I also have no idea how "the old Board and the newly elected Board shall meet to transfer responsibilities."

Edited October 6, 2021 at 06:29 PM by Dan Honemann
Added the last sentence

[Guest Harv]

 Would you then suggest eliminating the two phrases you quoted?  I have been on this Board for a few years and wondered about the terminology.

[Dan Honemann]

On 10/6/2021 at 2:57 PM, Guest Harv said:

 Would you then suggest eliminating the two phrases you quoted?  I have been on this Board for a few years and wondered about the terminology.

Yes, although improvement will undoubtedly require more than just the elimination of these two phrases.

[Atul Kapur]

On 10/6/2021 at 2:57 PM, Guest Harv said:

 Would you then suggest eliminating the two phrases you quoted?  I have been on this Board for a few years and wondered about the terminology.

I definitely agree that "upon a proper motion" is unnecessary and confusing.

I have less problem with the other phrase, if that meeting serves some purpose for your organization. Some organizations hold a "joint meeting" of the outgoing and incoming members of the board. This is an opportunity for the outgoing directors and officers to hand over relevant documents to their successors, do the paperwork to transfer signing authority for bank accounts, etc. 

I do see a rationale for an objection to the particular phrase used: there are not "the old Board and the newly elected Board". There is only the board. The term of some or all of its members is ending, but there is still just the board of the organization.

[Gary Novosielski]

On 10/6/2021 at 2:02 PM, Guest Harv said:

Our members elect the Board as a group.    "At the first meeting after the general election, the old Board and the newly elected BoarTd shall meet to transfer responsibilities.  The new Board shall elect from its members, upon a proper motion, the following:

President and Chair                Vice President                  Secretary              Treasurer                   Librarian                    Equipment Manager"

Does using "upon a proper motion" mean that there needs to be a second for each nomination?  If it does, and there is no second then the nomination fails.  Is that correct?

• The term "upon a proper motion" has no meaning at all.  Anything a board decides must be by a "proper" motion.
• Seconds are not required for nominations.
• Once the election is completed the "newly elected board" is referred to as "The board".  The old board is a group of individuals who are former members of the board.  So I would interpret the joint meeting requirement as a meeting of The board, to which the members of the former board are invited as guests.  If there are any motions to be made or votes to be held, only members of The board should be moving things or voting on them.

[Guest Harv]

I greatly appreciate all responses.  I was always concerned that at the first meeting something would be proposed by an "outgoing member" before the "NEW" board was in place.  I'm thinking the best way to prevent this would be to do the officer election as the first piece of business.  A few times over the past years there was business conducted before electing new officers-the thinking being that it involved motions or activities put in place by the previous board.