Missed Elections

[Guest Guest]

I'm not sure if this would be covered by Robert's Rules - our Bylaws state that "Elections shall take place..." in a certain month.  The Executive Board did not hold a meeting in that month, kept their positions, and then appointed people for spots that opened up when people left or stepped down.  The general membership is asking for an election to take place, and we are being told that the bylaws don't account for a missed election, so even though the bylaws were breached by not holding an election, we cannot hold an election out of bylaw stated timeframe because that would be a further breach of the bylaws - and we have to wait until the appointed members terms are up.  This is frustrating because all four of the executive board positions have been appointed, not a single one was elected through general membership elections.  

[Gary Novosielski]

No, the board's interpretation is self-serving and illogical.

Elections are not a matter for the board to be much involved in, if it can be avoided.  Your bylaws may say that they set the date, or do other tasks, but it is not up to the board, a subordinate body, to tell the general membership that it cannot have an election.  The general membership, the superior body, can and should, in my view, direct the board to set an election date without delay--assuming that is a power the board has in the first place.

It makes no sense to say that since the proper month was missed, holding it late would violate the bylaws. In technical parliamentary terms, that's call a lame excuse.

In fact, it seems to me that the way to look at this is:  If the proper month for the election is missed, then from that point on, each passing day compounds the bylaws violation, up until the election is finally held.  Holding the election as soon as possible is a lesser violation than putting it off for an entire year.

Discipline might also be considered, but that is another matter.

[Richard Brown]

If the proper time for the elections was missed, whatever the reason, the elections should be held as soon as possible.   The directors who are saying otherwise are incorrect.

Edited November 18, 2022 at 07:12 PM by Richard Brown
Added last sentence

[Guest James H. Stewart, PRP]

This is covered by RONR (12th ed.) 46:44 - 45

46:44 Providing for Completion of an Election. An election should be completed at the session at which it is taken up, unless it is impossible or impractical to do so. If an assembly wishes to adjourn when an election is incomplete, an adjourned meeting (9) should therefore be provided for. If such an adjourned meeting is not provided for and the organization will hold another regular business session before a quarterly time interval has elapsed (see 9:7), the election is taken up automatically at the next regular meeting. (Cf. 14:12.)

46:45 If, for any reason, the assembly does not complete an election at the time for which it was scheduled, it should do so as soon as possible and may do so at any time until the expiration of the term the election is to fill. In the meantime, if the term of office extends until a successor is elected (see 56:28–30) failure to complete an election leaves the incumbent, if any, in office. Otherwise, a vacancy in office arises (see 47:57–58 for procedures for filling vacancies). Once the election is completed, however, the person elected replaces anyone who filled the vacancy. Failure to hold or to complete an election at the scheduled time does not deprive the membership of its right to elect an officer of its choice.. 

The members should insist that the election be held ASAP.

[Guest Guest]

Thank you so much for this. We were originally told elections would take place at the next meeting, then at that meeting were told - nope sorry. We put together a petition requesting elections that was signed by over 50% of the general membership, that was ignored until we requested a special meeting per the bylaws and at the meeting again told "no sorry we can't it would go against the bylaws"

[Alicia Percell, PRP]

Sounds like your membership needs to read up on how to raise points of order and how to appeal/overturn a chair's ruling so that you can assert yourselves when you are told, "No, sorry!"  See sections 23 and 24 of RONR 12th ed.

Also, what do your bylaws say about the term of the officers?  Please post a verbatim bylaws quote showing when their terms begin and end.

[Gary Novosielski]

Excellent advice.  The sections on Point of Order and Appeal are the method whereby an assembly can take a chair's ruling of "No, sorry" and flipping it back with a "Sorry, Yes!" attached.

Also keep in mind two other important principles:

• A board is established by an organization by putting it in the bylaws, and is therefore a subordinate body to the organization (membership) as a whole. (With certain exceptions for commercial corporations.)
• A board, except when carrying out specific tasks delegated to it by the membership, has only such powers as are provided in the bylaws.  Boards that have been in place a long time can sometimes start assuming powers to themselves that they do not have. And once begun this practice will inevitably continue unless and until the membership puts a stop to it, often by replacing the members of the board.  If it goes far enough, the board will begin to claim that it cannot be easily replaced.  Sound familiar?

Edited November 20, 2022 at 03:26 AM by Gary Novosielski
add/strike as indicated.

[Guest Guest]

Section 2: The officers shall be elected at the March general meeting and be installed in April for a term of two years.

Section 3: Whenever an officer gives up his/her position, is no longer employed by the School District or is incapacitated, the Executive Board shall elect a replacement until the next election period, except in the case of a Presidential vacancy which will be filled by the Vice President who shall serve until the next election.

Then later down under "Authority" it says:

The most recent edition of Roberts Rules of Order shall be the parliamentary authority for the Association on all questions not covered by the Constitution and Bylaws and such standing rules as the Executive Board may adopt.

We are in a unique situation where the president stepped down, the vice president took over, and they put in a replacement VP.  The term was set to expire that year but they never held the elections meeting, the president was put on leave, the treasurer left the district, and the membership was told we would have elections at the next meeting at the start of the new school year.  At the next meeting we were told "Sorry we thought we could have elections but our bylaws don't allow it.  This person is going to be treasurer and this person is going to be VP".  Now the secretary stepped down as well, and was replaced, so we are looking at all 4 positions of unelected officers.  

[Alicia Percell, PRP]

So the VERY interesting thing in the bylaw excerpts you posted is that the term of office is a hard-coded "two years."  There's no "or until their successors are elected" type of language to give much flexibility.

RONR (12th ed.) 56:28, underline added:

"To ensure the continued services of officers in the event, for example, of public emergency or of difficulty in obtaining a nominee for an office, the unqualified wording “for a term of… year(s)” should be avoided, because at the end of that time there would be no officers if new ones had not been elected. The exact wording that instead ought to be used depends on a further consideration, namely, the manner in which the organization wants to make it possible to remove officers before the expiration of their normal term."

Presuming that this past April was the end of the two-year period, then the officers' failure to call a meeting and have elections means their terms of office expired in April, and they have not actually been the officers since then.

From there it may get messy regarding interpreting whether a person whose two-year term has ended actually "gave up" his position or otherwise fits the conditions for the Executive Board to appoint a replacement, and whether any such positions were filled before or after April, whether the officers improperly voted on after-April vacancies, etc.  For the vacancies I see the appointed person serves until the next "election period" or the next "election" so that's different than the hard-coded two-year term of office.

[Alicia Percell, PRP]

I see I didn't fully factor in the timing details of the paragraph you posted after the bylaw quotes, including, "the president stepped down, the vice president took over, and they put in a replacement VP.  The term was set to expire that year but..."  So that suggests to me that those events happened before April, thus the person who was chair in April had been appointed to serve until the next election, and was probably not subject to April expiration.  The timing of all these appointments needs to be examined in light of the nuances of that wording you posted.

Regardless, have the membership call another meeting for elections, prior to the meeting make the effort to learn about points of order and appeals, assert yourselves and make elections happen.  Also read up on how to put a motion from the floor or even to choose a different person as chair of the meeting in the event that your now-President attempts to stop you from having elections.  Start reading at 62:2 for those.

[Josh Martin]

On 11/18/2022 at 6:23 PM, Guest Guest said:

Thank you so much for this. We were originally told elections would take place at the next meeting, then at that meeting were told - nope sorry. We put together a petition requesting elections that was signed by over 50% of the general membership, that was ignored until we requested a special meeting per the bylaws and at the meeting again told "no sorry we can't it would go against the bylaws"

Prior to the next regular meeting (or at a special meeting called for this purpose), members should study up on the following sections of RONR (12th ed).

• Section 23 - Point of Order
• Section 24 - Appeal
• Section 62:2-15 - Remedies for Abuse of Authority by the Chair in a Meeting (which, if necessary, includes procedures for removing the regular presiding officer from the chair and electing a replacement)

Ultimately, if you are prepared and stick with it, the assembly can (and should) hold the required elections whether the (possibly former) officers like it or not.

The board's position, which is that if the elections are missed the assembly must wait until the regular elections the next year, is absurd on the face of it and directly defies RONR and common sense. RONR quite clearly provides that if the elections are not held at the required time, then they must be held as soon as possible thereafter. Unless the board can point to something explicit in the bylaws or applicable law to support its position, I don't think they have a leg to stand on.

Edited November 19, 2022 at 01:17 PM by Josh Martin

[Guest Guest]

On 11/19/2022 at 2:01 AM, Alicia Percell, PRP said:

I see I didn't fully factor in the timing details of the paragraph you posted after the bylaw quotes, including, "the president stepped down, the vice president took over, and they put in a replacement VP.  The term was set to expire that year but..."  So that suggests to me that those events happened before April, thus the person who was chair in April had been appointed to serve until the next election, and was probably not subject to April expiration.  The timing of all these appointments needs to be examined in light of the nuances of that wording you posted.

Regardless, have the membership call another meeting for elections, prior to the meeting make the effort to learn about points of order and appeals, assert yourselves and make elections happen.  Also read up on how to put a motion from the floor or even to choose a different person as chair of the meeting in the event that your now-President attempts to stop you from having elections.  Start reading at 62:2 for those.

Correct.  Previously elected President, who's term was set to expire in April 2022 stepped down in October 2021.  VP replaced him and a new VP was brought in (per the bylaws) to cover that spot.  There were no elections in 2022, then the treasurer left the district in June 2022, and the President (who was placed on leave), stepped down sometime over the summer.  The membership received an email stating "since we didn't have time to hold a meeting, elections will take place in September".  In September, we were told who the appointees were, and that we wouldn't be having elections since the "bylaws don't allow it, sorry for the confusion".  We don't know when those appointments took place, but we have a feeling it was shortly after a number of members (10+) who had left the union years prior, put in their paperwork to rejoin.

[Atul Kapur]

With the confirmation that your organization is a union, there is almost certainly law that applies to you that may dictate what has to take place.

I agree with what others have said about your current leadership's self-serving interpretation of the bylaws. If the point of order/appeal fail, you may need to consult a lawyer well-versed in the labor law that applies and consider going to court. In fact, it may be useful to consult a lawyer before the meeting in order to have extra information and arguments to use at the meeting.

[Richard Brown]

I agree with Dr. Kapur’s advice above and will add that it might also be prudent to consult with a professional parliamentarian who can look at the issue much more in depth than we can and who can provide individualized advice.