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Board Elections


Guest Crinkle_Graham

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Our AGM is coming up in less than a month.

There are 6 board members up for re-election this year.  All board members are on a two year term.  Our nominations committee is bringing forward to our next board meeting their slate of nominees to be elected/re-elected, for approval by the board.  This list will be voted on as a whole, and not as individuals.  The list then goes to our AGM for the members to vote on as a whole as well.

There is at least one person being brought forward that most will not be happy with for various reasons, and they are also using these nominees to replace two board members with people who will bring skill sets that we really need.  

I'm anticipating some conflict at the board meeting over the candidates and will not be surprised if the board does not approve the list of candidates as a whole.

What would be next steps if this happens?  There's no "rule" or section in our bylaws to cover this.  How would you suggest we handle this?  

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On 2/20/2023 at 12:06 PM, Guest Crinkle_Graham said:

There are 6 board members up for re-election this year.  All board members are on a two year term.  Our nominations committee is bringing forward to our next board meeting their slate of nominees to be elected/re-elected, for approval by the board.  This list will be voted on as a whole, and not as individuals.  The list then goes to our AGM for the members to vote on as a whole as well.

This procedure is not proper. Elections are not conducted by voting "yes" or "no" on a "slate" of candidates as a whole, unless the bylaws (unwisely) so provide.

Rather, the proper course of action at the membership meeting is that additional nominations may be made from the floor, and members would vote for up to six candidates of their choice. For more information, see RONR (12th ed.) 46:33.

I think the board meeting would be handled somewhat differently, because the board is not actually electing these persons, but instead is considering the report of the nominating committee. This is somewhat unusual. Normally, the report of the nominating committee is submitted directly to the membership. So I would first double-check your bylaws to see if board approval is actually required. If it is required, it would be ideal if the rule clarified how exactly that works and what happens if the board does not approve.

In the long run, it may be advisable to amend the bylaws to remove this requirement.

On 2/20/2023 at 12:06 PM, Guest Crinkle_Graham said:

There is at least one person being brought forward that most will not be happy with for various reasons, and they are also using these nominees to replace two board members with people who will bring skill sets that we really need.  

I'm anticipating some conflict at the board meeting over the candidates and will not be surprised if the board does not approve the list of candidates as a whole.

What would be next steps if this happens?  There's no "rule" or section in our bylaws to cover this.  How would you suggest we handle this?  

I honestly have no idea. It's your organization's rule. Apparently the organization never anticipated this situation. I can think of several possible solutions, although I am not certain which of them will be appropriate, since I have not read the rule in question.

  • The Nominating Committee's report could still be submitted as-is, with a notation that the board does not approve of the list of candidates.
  • The board could amend the report and replace certain nominations with others.
  • The board could refer the report back to the Nominating Committee and instruct it to prepare a new report the board finds acceptable.
  • No report at all is submitted, and individual members of the Nominating Committee simply make these nominations from the floor.
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There is a lot here that does not align with the processes in RONR. Do your bylaws specifically give the nominations committee this power to present a "slate" of nominees that cannot be amended by the board or the membership but which must be approved or defeated as a slate?

What do the bylaws state is the role of the board in this process?

RONR is clear that, after the nominations committee presents its report, that members may nominate other candidates from the floor and then, if there is more than one nominee for a position or the bylaws require a ballot, there is an election for each office.

Unless your bylaws authorize/require the procedure that you state, then it is a custom that should yield to the process in your parliamentary authority

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Agreeing with my colleagues, under the rules in RONR the board does not have the authority to approve or disapprove of nominations from the nominating committee, either individually or as a so-called "slate".  The board is not involved in the process at all if the rules in RONR control and has no business meddling with nominations.   Do your bylaws or special rules of order expressly give the board this authority?  If not, the board does not have this authority.

Edited to add:  Please quote for us, verbatim, the rule or bylaw provision which grants the board this authority.  Please don't paraphrase, but quote the provision verbatim.

Edited by Richard Brown
Added last paragraph
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