minutes by exec board vs gen board

[Guest lily]

I am part of a board where we agreed to a wo year term for the initial board and one year terms thereafter. A problem arised because two of the members were chairs of a school grade. We as a board decided in there best interest and the interest of others these chairs would move up with the grade. For the incoming grade the board would nominate someone for the position because it was the middle of the term (remember our term is two years because we just formed the board. Every other board will be for one year. Now the problem has come that all of this information is in our executive board minutes but are not reflected in our general membership minutes. We nominated someone to the position however, the opponent is now very unhappy and has had parents of the general membership object to the process that took place. Now the board is being called for an emergency meeting to discuss changing what occured. I tried to read up on this but it is so complicated I didn't know what to look up. Please help.f the Basically the majority of the board does not want to change anything. However, some of the parents of the general membership are opposed and now the Executive Board President is calling a special meeting. What can we do?

[hmtcastle]

What can we do?

Firstly, it's unlikely that the board has the authority to change the terms of office. That would require amending the bylaws and that's typically the responsibility of the general membership of the association.

Secondly, it's not clear what you mean by the executive board and the general board.

See also Official Interpretations 2006-12 and 2006-13.

Finally, the minutes record only what was done at each meeting. You don't add what was done at one meeting to the minutes of another meeting.

But maybe I'm misunderstanding your situation.

[Guest lily]

We are the founding board. We wrote the by laws and the general membership adopted them. We are serving a two year term as per our by laws because we are the founders and each board thereafter will serve one year. My question is basically we nominated someone to fill this position, announced the individual at our last meeting. The individual even addressed the membership and now the President wants to change the entire outcome because parents are unhappy.

[Guest lily]

Firstly, it's unlikely that the board has the authority to change the terms of office. That would require amending the bylaws and that's typically the responsibility of the general membership of the association.

Secondly, it's not clear what you mean by the executive board and the general board.

See also Official Interpretations 2006-12 and 2006-13.

Finally, the minutes record only what was done at each meeting. You don't add what was done at one meeting to the minutes of another meeting.

But maybe I'm misunderstanding your situation.

We are the founding board. We wrote the by laws and the general membership adopted them. We are serving a two year term as per our by laws because we are the founders and each board thereafter will serve one year. My question is basically we nominated someone to fill this position, announced the individual at our last meeting. The individual even addressed the membership and now the President wants to change the entire outcome because parents are unhappy.

[hmtcastle]

We are the founding board. We wrote the by laws and the general membership adopted them. We are serving a two year term as per our by laws because we are the founders and each board thereafter will serve one year. My question is basically we nominated someone to fill this position, announced the individual at our last meeting. The individual even addressed the membership and now the President wants to change the entire outcome because parents are unhappy.

I'm afraid the situation is still not clear. Did someone resign from the board? Does the board have the authority to fill vacancies on the board? Who will be electing board members when the current (founding) board members' terms expire?

You say you (the board?) nominated someone. Who elects him? Can others be nominated?

[Guest lily]

noone resigned from the board however the school is adding a grade each year. The board decided that the kindergarten chair and the 1st grade chair would move up with their grades and we would nominate a new kindergarten chair to fill the position for the remaining term 9which is one year because we already served a year. This is the only year that it is an issue because every other board will be serving only one year and not two. Our by-laws do not state anything about this. It only states that the founders will serve two years and every other board will serve one. So the problem now is two individuals came forward for the position of the new p chair. The individual that lost is now protesting and getting parent (the general membership to join her in this protest. Now, the executive board is having this emergency meeting to discuss changing what just took place. Mind you the last general membership meeting just ended. The next meeting is the beginning of next school year either August or September.

[Guest lily]

I'm afraid the situation is still not clear. Did someone resign from the board? Does the board have the authority to fill vacancies on the board? Who will be electing board members when the current (founding) board members' terms expire?

You say you (the board?) nominated someone. Who elects him? Can others be nominated?

noone resigned from the board however the school is adding a grade each year. The board decided that the kindergarten chair and the 1st grade chair would move up with their grades and we would nominate a new kindergarten chair to fill the position for the remaining term 9which is one year because we already served a year. This is the only year that it is an issue because every other board will be serving only one year and not two. Our by-laws do not state anything about this. It only states that the founders will serve two years and every other board will serve one. So the problem now is two individuals came forward for the position of the new p chair. The individual that lost is now protesting and getting parent (the general membership to join her in this protest. Now, the executive board is having this emergency meeting to discuss changing what just took place. Mind you the last general membership meeting just ended. The next meeting is the beginning of next school year either August or September.

[Josh Martin]

noone resigned from the board however the school is adding a grade each year. The board decided that the kindergarten chair and the 1st grade chair would move up with their grades and we would nominate a new kindergarten chair to fill the position for the remaining term 9which is one year because we already served a year.

Generally a nomination is merely a suggestion, but it seems to me you're using the term differently here. Do you mean to say that the board actually elected this person to fill the position? If so, this issue comes down to whether the Bylaws grant the board the authority to fill vacancies.

[Guest lily]

Generally a nomination is merely a suggestion, but it seems to me you're using the term differently here. Do you mean to say that the board actually elected this person to fill the position? If so, this issue comes down to whether the Bylaws grant the board the authority to fill vacancies.

yes the board elected someone and yes our bylaws state if there is a vacancy wto do so.

[Josh Martin]

yes the board elected someone and yes our bylaws state if there is a vacancy wto do so.

Then everything sounds fine (so long as the Bylaws also provide for the adding of these new board seats due to the new classes). The member has no valid reason to protest, and since an election to office cannot be rescinded, the board couldn't change it's mind now even if it wanted to. (RONR, 10th ed., pg. 298, lines 1-8)

[hmtcastle]

every other board will be serving only one year and not two. Our by-laws do not state anything about this. It only states that the founders will serve two years and every other board will serve one.

When will the general membership elect board members?

Does your board consists only of the chairs of each grade? As a new grade is added, are you considering that a vacancy for the board to fill or a new position for the general membership to fill?

As Mr. Martin suggests, everything may be fine (and you know your bylaws better than we do) but I can't help but think something's not quite right.

[Guest lily]

Then everything sounds fine (so long as the Bylaws also provide for the adding of these new board seats due to the new classes). The member has no valid reason to protest, and since an election to office cannot be rescinded, the board couldn't change it's mind now even if it wanted to. (RONR, 10th ed., pg. 298, lines 1-8)

However, here is where the problem lies. Our by laws state that positions are president(s), vp, treasurer, secretary, and chairpersons for grades and any other position deemed necessary. But, it does not state specifics on adding these new board seats.

[hmtcastle]

We are the founding board. We wrote the by laws and the general membership adopted them.

However, here is where the problem lies. Our by laws state that positions are president(s), vp, treasurer, secretary, and chairpersons for grades and any other position deemed necessary. But, it does not state specifics on adding these new board seats.

Well, since you wrote the bylaws, you'll have to figure out what they mean. If they're silent on a certain issue then you default to RONR (assuming you've designated it as your parliamentary authority). If the board has the authority to add seats on the board, it can add them. If not it can't. It already sounds like the board is doing a lot of what is usually the purview of the general membership.

By the way, why do you say "president(s)"? Do you have more than one?

[Guest lily]

Well, since you wrote the bylaws, you'll have to figure out what they mean. If they're silent on a certain issue then you default to RONR (assuming you've designated it as your parliamentary authority). If the board has the authority to add seats on the board, it can add them. If not it can't. It already sounds like the board is doing a lot of what is usually the purview of the general membership.

By the way, why do you say "president(s)"? Do you have more than one?

yes we have two

[Guest lily]

When will the general membership elect board members?

Does your board consists only of the chairs of each grade? As a new grade is added, are you considering that a vacancy for the board to fill or a new position for the general membership to fill?

As Mr. Martin suggests, everything may be fine (and you know your bylaws better than we do) but I can't help but think something's not quite right.

This is only an issue this year because we wanted to have everything in order to hand to another board. We are a brand ne school and a brand new board.

[Guest lily]

a new board will be filled for the 2011-2012 school year elections will take place in May 2011. The position in question now is for the 2010-2011 school year

[Kim Goldsworthy]

>> By the way, why do you say "president(s)"? Do you have more than one? <<

> yes we have two <

...

>> we agreed to a two year term for the initial board and one year terms thereafter. <<

> (You don't "agree to" a two year term. Terms of office are hard-coded into one's bylaws. You don't have a choice of lengths to agree to.) <

...

From the snippets you have quoted, I think it is obvious you did not consult a parliamentarian PRIOR to adopting your new bylaws. Too many irregularities which could have been nipped in the bud by someone's pair of eyes who have seen lots of bad bylaws, and could have "cut 'em off at the pass".

Since all of your problems stem from not following your bylaws, and no problem (so far) stems from Robert's Rules of Order, then I recommend that instead of you asking us, "What is our rule?", and "How do we implement our bylaws?", you find a local parliamentarian who can meet with you, live and in person, and who will read your new bylaws, and who will customized a solution, or a work-around, for you, consistent with your new bylaws (and your screwy, juggled, terms of office).

No page citation from RONR Tenth Edition 2000 will apply, where one's bylaws' unique rules are involved.

And a TERM OF OFFICE is always a customized rule unique to the organization's officer(s).

[Josh Martin]

If the board has the authority to add seats on the board, it can add them. If not it can't. It already sounds like the board is doing a lot of what is usually the purview of the general membership.

Mr. Mountcastle, it's my understanding that the Bylaws provide that there shall be a board seat for each grade, without enumerating them. Thus, when new grades are added, the new board seats automatically come into existence. If I'm wrong, I agree that the board is overstepping its authority.

yes we have two

Co-Presidents are only allowed if provided for in the Bylaws, and are not recommended. (RONR, 10th ed., pg. 168, lines 16-19)