Board appointments

[Guest Pac]

We received a 12 day notice that the Assocoation was having a Special meeting.  The President has seeked out 3 members of the association to serve as board members. We have not had any board members for several years.  We are 501c3.   However, our by-laws states that the president appoints a nomiating commitee and she can not serve on that committee ( which not one knew that she was doing this).

One of the suggested board members wife told me she knew how to suspend a bylaw.   Which would take a  2/3 vote. Even if you could suspend a by- law.  

I think we have enough to so stop this move if they will acknowledge our votes.

Should my motion be about the by-laws that were broken  to get to the special meeting.

[Rob Elsman]

I'm afraid I don't see how a bylaw was broken to get to the special meeting. Can you explain this a little further?

[Josh Martin]

On 1/27/2024 at 8:27 PM, Guest Pac said:

The President has seeked out 3 members of the association to serve as board members. We have not had any board members for several years. 

Could you clarify this? Is the President not a board member under your bylaws?

On 1/27/2024 at 8:27 PM, Guest Pac said:

However, our by-laws states that the president appoints a nomiating commitee and she can not serve on that committee ( which not one knew that she was doing this).

One of the suggested board members wife told me she knew how to suspend a bylaw.   Which would take a  2/3 vote. Even if you could suspend a by- law.  

I think we have enough to so stop this move if they will acknowledge our votes.

As I understand the facts:

• The bylaws provide that the President appoints a Nominating Committee and that the President cannot serve on the Nominating Committee.
• Notwithstanding this, the President is, in fact, the only person serving on the Nominating Committee.
• The Nominating Committee has nominated three persons for office.
• A board member suggests they know "how to suspend a bylaw. Which would take a 2/3 vote."
• Presumably, this is a reference to the rule in the bylaws preventing the President from serving on the Nominating Committee.

So for starters, a rule in the bylaws cannot be suspended unless 1) the rule is in the nature of a rule of order (this rule is not) or 2.) the rule specifically provides that it can be suspended (which I assume this rule does not). It is correct that suspending a rule of order in the bylaws requires a 2/3 vote for adoption. Based upon the facts presented, however, I don't think this rule can be suspended.

It's not at all clear to me, however, that the rules pertaining to the Nominating Committee are applicable in this matter. Generally, the Nominating Committee's only role is to nominate persons to serve in the regularly scheduled elections. As I understand the facts, this is instead an election to fill vacancies on the board.

To the extent, however, that the Nominating Committee does nominate persons for vacancies under your bylaws, then you could raise a Point of Order that the Nominating Committee is not validly constituted. As a result, the report of the committee is not, in fact, the report of the committee.

This does not, however, mean the assembly simply gives up and abandons its elections. The elections must still be completed. A member is still free to nominate these three proposed board members from the floor. And other members can nominate other candidates. Ultimately, the assembly will elect persons of its choice for the board.

On 1/27/2024 at 8:27 PM, Guest Pac said:

Should my motion be about the by-laws that were broken  to get to the special meeting.

I do not see any facts at this time suggesting bylaws "were broken to get to the special meeting." You'll have to elaborate on that. Is this a reference to violations of the bylaws other than the composition of the Nominating Committee?