Reorg

[Guest Anthony C.]

With a Board of four members, one member wants to "reorg" to have a new vote for Officers. Bylaws are mostly silent on the procedure for appointing Officers.

Let's assume that "Reorganization of the Board" is on the agenda.

Does a motion need to be made, seconded, and voted upon before nominations can be opened? If so, and the vote is 2-2 (motion does not pass), does the motion fail and the Board officers remain in their current positions? 

Thanks.

[Atul Kapur]

How are your Officers selected? 

It sounds like there are incumbents in office. What are their terms?

[Gary Novosielski]

On 11/30/2022 at 11:58 AM, Guest Anthony C. said:

With a Board of four members, one member wants to "reorg" to have a new vote for Officers. Bylaws are mostly silent on the procedure for appointing Officers.

Let's assume that "Reorganization of the Board" is on the agenda.

Does a motion need to be made, seconded, and voted upon before nominations can be opened? If so, and the vote is 2-2 (motion does not pass), does the motion fail and the Board officers remain in their current positions? 

Thanks.

This would not match anything in RONR.  A reorganization meeting of a board usually includes the board electing its officers from among its own membership, after new members have been elected to some or all of the seats.  There is typically one and only one reorg meeting after each election.

A motion to simply shuffle all the officers at a random time would not be in order.  Do your bylaws contain anything resembling the procedure you're suggesting?

It seems to me you need to read your bylaws to determine:

• How officers are elected?  Are they elected
  • directly by the membership, or does the membership just elect board members and
  • the board elects its own officers?
• What are your procedures for nomination and elections?
• What are the lengths of the terms of office?
• Are there term limits that affect eligibility?

 

[Guest Anthony C.]

Thanks for your replies.

I've read our bylaws and unfortunately they do not address anything about when a reorg takes place or lay out the procedures for nomination and elections. The board elects its own officers.  Term length for the Board is three years, there is nothing relating to the term as as officer. No term limits. 

This has become an issue because of the resignation of a recent board member (the Vice Chair), not the election of new members. The fact that we have little to no guidance from the bylaws or town charter is causing some difficulty for the Board.

[Atul Kapur]

There is nothing in your bylaws about how long an officer's term is? I am surprised.

How often do you elect officers normally.

The reason I ask is that this "reorg" sounds like an attempt to conduct an election while there are officers in place who are partway through their terms. This is irregular. Whether and how you can do this depends on, among other things, the term of office.

[Gary Novosielski]

It is not unusual for the term of office for board members to be, say, three years, and the term of office for officers to be one year.  

In a typical case, a board of nine members might elect have one-third of its membership elected each year.  After each annual election, whether or not any seats have changed occupants, and at or before the first regular meeting, a reorg meeting is held, and officers are elected from among the board's own number.  In public bodies or corporations, this meeting might also include (re)adopting any special rules of order and standing rules (not necessary under RONR), setting the legal address,  things dealing with the corporate seal, and other boilerplate.

In this scenario, reorganization meetings are automatic and are never "called" meetings.  There may be other procedures to remove officers, but they are not accomplished by a "special" reorg meeting.

Edited December 2, 2022 at 12:15 AM by Gary Novosielski
clarify that board does not elect itself

[Alicia Percell, PRP]

What type of organization is this?  You mentioned that the board elects its own officers, but does the board elect the board members also and amend its own bylaws (board-managed organization) or is there a broader membership group which elects the board and amends bylaws (membership-managed organization)?

I'm wondering if your organization is some sort of state-regulated entity like perhaps a non-profit?  If so, there may be state law which requires you to have annual meetings, biannual meetings, or some such.  If state law sets some sort of organizational requirements, that might explain why your bylaws do not.  Maybe???