Nomination

[Guest Alan]

If a meeting was to occur in December, and the board cancels the meeting. Would the topic carryover from the December meeting to January voting and nominating of president was supposed to be at the December meeting.
 

So the question is since there was not a meeting, will there be nominations at the January meeting?

[Josh Martin]

On 1/5/2024 at 8:05 AM, Guest Alan said:

If a meeting was to occur in December, and the board cancels the meeting. Would the topic carryover from the December meeting to January voting and nominating of president was supposed to be at the December meeting.
 

So the question is since there was not a meeting, will there be nominations at the January meeting?

I think it depends on why, exactly, this topic was "supposed to be" at the December meeting. Could you clarify that?

[Guest Alan]

Elections will be held on the first business meeting in December and newly elected officers will take office on the first meeting in January. Officers are in term for one year….

 

The meeting was canceled by the board.

[Joshua Katz]

Does the board have the authority to go around canceling meetings called for in the bylaws?

Here's another question: are there officers now? To determine that, you'll need to look at the term of office provision. What does it say?

Anywho, the answer is not to skip the elections, regardless of the answers above. Instead, the elections must be held as soon as possible. I'm confused, though, about nominations. You tell us that nominations are to be in December, but the bylaws snippet provided says elections happen then. Seemingly, then, both happen at the same meeting. So both should happen now at the January meeting. And the board, if applicable, should be reminded of its powers and their limits.

[Rob Elsman]

If the bylaws require nominations at the December business meeting, the motion adopted by the board to cancel that meeting is null and void, since it would conflict with the relevant bylaw. See RONR (12th ed.) 23:6, exception (a).

This improper main motion should never have been placed before the board in the first place. See RONR (12th ed.) 10:26, item (1).

The members of the board may, after investigation, be found to be liable for disciplinary action, since it may be that the board members exceeded the scope of their authority. See RONR (12th ed.) §§61-63.

[Weldon Merritt]

On 1/5/2024 at 8:20 AM, Rob Elsman said:

If the bylaws require nominations at the December business meeting, the motion adopted by the board to cancel that meeting is null and void, since it would conflict with the relevant bylaw. See RONR (12th ed.) 23:6, exception (a).

This improper main motion should never have been placed before the board in the first place. See RONR (12th ed.) 10:26, item (1).

But apparently it was "placed before the board," and the December meeting was not held. So the answer to the specific question is that the nominations and election should, indeed, be held at the January meting.

On 1/5/2024 at 8:20 AM, Rob Elsman said:

The members of the board may, after investigation, be found to be liable for disciplinary action, since it may be that the board members exceeded the scope of their authority. See RONR (12th ed.) §§61-63.

I agree. But that is a separate issue from what to do about the elections that should have been held in December.

[Guest Alan]

Sorry, it says nothing about nominations, it just shows elections will be held in December and new officers take place in January

[Weldon Merritt]

On 1/5/2024 at 9:18 AM, Guest Alan said:

Sorry, it says nothing about nominations, it just shows elections will be held in December and new officers take place in January

Even if there is nothing explicit about nominations, it seems to me that you need to have them anyway. Otherwise, how do you know what candidates to vote for? Technically, nominations are nit necessary, as members could simply write in the names of those hey would like to have as officers. But that is likely to lead to a protracted election process. Without nominations to narrow the field, it is less likely that anyone would achieve a majority without multiple rounds of voting.

[Rob Elsman]

I also have a sneaking suspicion that this board may have improperly cancelled the meeting of the general membership assembly.  If I am right about this, the board members may also be liable for disciplinary action on account of usurpation of the powers reserved to the general membership assembly.  It will be necessary to closely examine the organization's governing documents to tell for sure, but all my alarm bells are going off.  It may well be that the deposing from office of the guilty board members may be the only solution to this kind of abuse of the board's authority.

[Bruce Lages]

Given that your election is already at least a month late, and that you may, depending on the wording of their term of office in the bylaws, now be without any officers, I would strongly suggest that you conduct your nominations and election together at the January meeting, if that is still possible. RONR describes in detail how to hold nominations and elections at the same time (46:6,7,19,21).

[Weldon Merritt]

On 1/5/2024 at 9:29 AM, Rob Elsman said:

It may well be that the deposing from office of the guilty board members may be the only solution to this kind of abuse of the board's authority.

Depending on the results of the election when it is held, they may be out of office anyway. Or, depending in the wording of the term of office, they may already be out pending possible reelection. But otherwise, removing them certainly would send a strong message to future board members. Whether that is the most appropriate action is for the assembly to decide.

[Josh Martin]

On 1/5/2024 at 8:38 AM, Guest Alan said:

Elections will be held on the first business meeting in December and newly elected officers will take office on the first meeting in January. Officers are in term for one year….

The meeting was canceled by the board.

Thank you. Based on these facts, yes, the elections should absolutely be conducted at the regular meeting in January (if not sooner).

I think there is perhaps also some doubt as to whether the December meeting was properly canceled to begin with (we would need additional facts), but since December has come and gone, it's a bit late to do anything about that.

Edited January 5, 2024 at 05:52 PM by Josh Martin

[Gary Novosielski]

On 1/5/2024 at 9:38 AM, Guest Alan said:

Elections will be held on the first business meeting in December and newly elected officers will take office on the first meeting in January. Officers are in term for one year….

The meeting was canceled by the board.

Please explain whether these business meetings are meetings of the Board or of the Membership.  Membership meetings, and most particularly those at which elections are held are not subject to cancellation by the Board in the first place, if the rules in RONR apply. 

When the elections do take place in January, this fact should be taken into consideration when deciding which board members, if any, deserve reëlection.