Executive Board Filling Vacancy Before Announced Nomination Deadline Has Passed

[Guest Jamie Pond]

Executive Board announced that they were accepting nominations to help them fill a vacancy (after resignation). They posted a deadline to submit nominations, but no time was specified. The board met to conduct the election to fill the vacancy before 11:59 pm on the deadline date. Because they did not wait until after the deadline to meet, is this election deemed invalid?

[Richard Brown]

Guest Jamie, I answered this question where you posted it in an old thread.   Here is a copy and paste of the answer I posted there, but with a couple of edits:

Guest Jamie, in the scenario you describe, it appears to me that the membership is actually making suggestions, not nominations, to the board and that the board will be filling the vacancy.  Unless the rules of the society or the board provide otherwise, only members of the body which is meeting or taking action, in this case the board, can actually make nominations.  Although the ultimate answer depends on precisely what the board was doing and what the general membership was told, in my view the board was within its rights to change its mind and move up the date or time of the election to fill the vacancy.  (Edit:  It appears the board may not have changed the date or time of the meeting, but the meeting was held prior to midnight on the day specified and your complaint is that the membership should have had until midnight to submit nominations/suggestions).

There is a problem here, however.  If the board had set a date and time for a board meeting to fill the vacancy (whether a regular meeting or a special meeting). and then some one or more board members decided to move up the date or time of the meeting, the meeting and action taken at the meeting might well be invalid.  We need more information on exactly what happened regarding this change in the meeting time in order to answer that question.  However, if the meeting took place at the date and time originally scheduled, I see no problem, even if the notice to the membership wasn't specific as to the time of day of the deadline for submissions.

If the board did not change the date or time of its meeting, but held it on the on the same day as the deadline specified for submissions in the notice to the membership, I see no problem and believe the election to fill the vacancy is valid.  I understand your concern that the notice might have been misleading because it gave no indication that the meeting would take place on the same day as the deadline and general members may have thought they had addition time to submit nominations/suggestions, but that does not invalidate the board's selection of someone to fill the vacancy.

[Guest Jamie Pond]

Thank you for your reply Richard B. Yes, that was the concern of the membership. While the board may not be obliged to solicit recommendations, they did in fact notify the membership that they were seeking nominations with a submission deadline. The concern was that they chose not to wait to hold their meeting until after the specified deadline had passed.

[Josh Martin]

On 1/31/2023 at 7:30 PM, Guest Jamie Pond said:

Executive Board announced that they were accepting nominations to help them fill a vacancy (after resignation). They posted a deadline to submit nominations, but no time was specified. The board met to conduct the election to fill the vacancy before 11:59 pm on the deadline date. Because they did not wait until after the deadline to meet, is this election deemed invalid?

For starters, did anyone actually submit a nomination before 11:59 PM on that date, but after the vacancy was filled? I think it is first necessary to determine the answer to that question. If no such nominations were submitted, I do not see any reason to question the validity of the election.

Based solely upon the facts presented at this time, I think the election is valid. While it is unfortunate that the board's announcement on this matter lacked clarity, I do not think that this fact, in and of itself, is sufficient to invalidate the election. The board's communication to the membership on this matter does not constitute a rule. Even if it did, I'm not certain that the board's action can necessarily be said to violate that "rule," since the board acted on this matter on the posted deadline. Nothing in RONR provides that if a date is posted, that this automatically means members have until 11:59 PM on that date if a time is not specified.

If the organization has specific rules pertaining to the filling of vacancies, or if the board adopted specific motions on this matter, that might change things, but I can't say for certain without seeing what those rules or motions provide.

On 1/31/2023 at 8:49 PM, Guest Jamie Pond said:

Thank you for your reply Richard B. Yes, that was the concern of the membership. While the board may not be obliged to solicit recommendations, they did in fact notify the membership that they were seeking nominations with a submission deadline. The concern was that they chose not to wait to hold their meeting until after the specified deadline had passed.

If it is correct that the board is not, in fact, obligated to solicit recommendations, then while I understand why members may be upset with the board, I certainly see no reason to declare the election invalid based upon the facts provided.

If the organization desires greater clarity on this subject in the future, it may be desirable to adopt rules on this matter.

Edited February 1, 2023 at 03:55 PM by Josh Martin