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fiilling a board vacancy


Guest Ron French

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Our board voted unanimously to fill a vacancy at a recent meeting. Now, a member is challenging that election, saying the board did not follow our bylaws in the election. The pertinent clause reads:

"Nominations from the membership or the Board itself to fill the vacated seat must be made no later than one day prior to the meeting at which the vacancy is to be filled, accompanied by a signed expression of interest by the person nominated, or a nomination may be made in person at the meeting."

There was no notification or signed expression of interest by the person nominated. But the person was nominated in person at the meeting (the candidate was at the meeting, took questions from the board and the board voted). I interpret the "or" in the above clause to mean that if a person is nominated in person at the meeting, no notificaiton is necessary. Thoughts?

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Our board voted unanimously to fill a vacancy at a recent meeting. Now, a member is challenging that election, saying the board did not follow our bylaws in the election. The pertinent clause reads:

"Nominations from the membership or the Board itself to fill the vacated seat must be made no later than one day prior to the meeting at which the vacancy is to be filled, accompanied by a signed expression of interest by the person nominated, or a nomination may be made in person at the meeting."

There was no notification or signed expression of interest by the person nominated. But the person was nominated in person at the meeting (the candidate was at the meeting, took questions from the board and the board voted). I interpret the "or" in the above clause to mean that if a person is nominated in person at the meeting, no notificaiton is necessary. Thoughts?

I see nothing in the facts given that would lead me to believe that the election is invalid on account of some perceived flaw in the nominating procedure, so a Point of Order now would be too late. As far as I can tell, the election stands.

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Our board voted unanimously to fill a vacancy at a recent meeting. Now, a member is challenging that election, saying the board did not follow our bylaws in the election. The pertinent clause reads:

"Nominations from the membership or the Board itself to fill the vacated seat must be made no later than one day prior to the meeting at which the vacancy is to be filled, accompanied by a signed expression of interest by the person nominated, or a nomination may be made in person at the meeting."

There was no notification or signed expression of interest by the person nominated. But the person was nominated in person at the meeting (the candidate was at the meeting, took questions from the board and the board voted). I interpret the "or" in the above clause to mean that if a person is nominated in person at the meeting, no notificaiton is necessary. Thoughts?

I assume the 'member' who is complaining is someone from the general membership, not a member of the board?

Also, just to be clear, when you talk about 'notification', do you simply mean the signed expression of interest by the nominee? Or is there some other notification requirement involved, which the member claims was not followed? Perhaps your bylaws require notification of the general membership when a board vacancy is to be filled (since the general membership appears to have the right to submit nominations), and this wasn't done?

Anyway, as Mr. Mervosh noted, you question sounds more like a question about interpreting your bylaws than a question about the application of RONR...

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Our board voted unanimously to fill a vacancy at a recent meeting. Now, a member is challenging that election, saying the board did not follow our bylaws in the election. The pertinent clause reads:

"Nominations from the membership or the Board itself to fill the vacated seat must be made no later than one day prior to the meeting at which the vacancy is to be filled, accompanied by a signed expression of interest by the person nominated, or a nomination may be made in person at the meeting."

There was no notification or signed expression of interest by the person nominated. But the person was nominated in person at the meeting (the candidate was at the meeting, took questions from the board and the board voted). I interpret the "or" in the above clause to mean that if a person is nominated in person at the meeting, no notificaiton is necessary. Thoughts?

The inherent contradiction in such bylaws makes them ripe for amendment. In essence you have that nominations must be made before the meeting, but then allow for them to be made at the meeting. Which is it? If they MUST be made before the meeting, then they MUST be made before the meeting. Must means must. May, on the other hand, has a little elbow room. "Nominations from the membership or the Board itself..." -- who else would be making nominations? What is the point of requiring a "signed expression of interest"? No one can be compelled to accept election to an office, so if they're interested, they'll accept, and if not, they won't. KISS. Whoever wrote this bylaw has a future (or perhaps a past) in Income Tax regulation creation.

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What is the point of requiring a "signed expression of interest"? No one can be compelled to accept election to an office, so if they're interested, they'll accept, and if not, they won't.

There are many organizations for which an incomplete election, and additional rounds of voting, would be a major inconvenience, if not an insurmountable obstacle.

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Our board voted unanimously to fill a vacancy at a recent meeting. Now, a member is challenging that election, saying the board did not follow our bylaws in the election. The pertinent clause reads:

"Nominations from the membership or the Board itself to fill the vacated seat must be made no later than one day prior to the meeting at which the vacancy is to be filled, accompanied by a signed expression of interest by the person nominated, or a nomination may be made in person at the meeting."

There was no notification or signed expression of interest by the person nominated. But the person was nominated in person at the meeting (the candidate was at the meeting, took questions from the board and the board voted). I interpret the "or" in the above clause to mean that if a person is nominated in person at the meeting, no notificaiton is necessary. Thoughts?

I think it is up to those interpreting the rules as REQUIRING the signed statement to explain how the candidate could be reasonably expected to produce a written statement the day before having knowledge of the nomination. Absurd interpretations should usually yield to non-absurd ones.

But, as others have pointed out, the interpretation of ambiguous bylaws is up to your society. What we may agree upon here as the clear choice of reasonable people is of no authority whatever, and RONR stresses that fact.

However, let us assume that in the most extreme case, the nomination was found to be faulty, or even null and void. It appears from what you've quoted that the bylaws clause addresses only the nomination process, not the election process. Is there any corresponding clause that prohibits the election of someone improperly nominated?

There certainly is no such prohibition in RONR. In fact, there is no prohibition against electing someone who was never nominated at all.

Since the election did take place, and no timely point of order against it was sustained, the question of whether the nomination was proper is, at this stage, moot.

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