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seats eligible for election


Guest Renee

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Givens per our By-laws and resoulutions of the board:

"The full board of Directors shall be fixed by the board but shall not be more than twenty-one (21) and not less than fifteen (15) voting members

"A director shall be elected for a term of three years by the membership at an annual meeting."

"If there is a vacancy on the board, a new director shall be appointed by the board to complete the unexpired term and shall be filled by a qualified person in keeping with the strageic plan of the Corporation."

"Floor noominations are allowed at the annual member meeting"

"mail ballots for election of directors is permitted"

Per resolution of the board the full board of directors shall be fixed at 17.

Situation 1.:

On 11/07/2009, directly after the annual member meeting (same day), the board appointed a new director to a term of 3 years with an expiration date of 2012.

Question: What is the best/proper way for a member to challenge the validity of the appointment as not being in compliance with the By-laws and therefore not valid? Should this be done prior to or at the 2010 annual member meeting?

Situation 2.:

The board sent members a slate of (6) nominees for election at the 11/2010 annnual member meeting.

The mailing also said "the board of directors supports this slate and recommends that you vote in favor of the board nominees presented here"

According to the current roster of directors, the year they were elected and the expiration date of their terms, 8 seats should be up for election.

Questions: Can only the 6 seats with nominees from the board be elected?

Can a member challenge the number of seats eligible for election and other vacant seats be elected?

Any implications for the mail ballots?

Sorry for the length of the post - If I should break it up let me know

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Givens per our By-laws and resoulutions of the board:

"The full board of Directors shall be fixed by the board but shall not be more than twenty-one (21) and not less than fifteen (15) voting members

"A director shall be elected for a term of three years by the membership at an annual meeting."

"If there is a vacancy on the board, a new director shall be appointed by the board to complete the unexpired term and shall be filled by a qualified person in keeping with the strageic plan of the Corporation."

"Floor noominations are allowed at the annual member meeting"

"mail ballots for election of directors is permitted"

Per resolution of the board the full board of directors shall be fixed at 17.

Situation 1.:

On 11/07/2009, directly after the annual member meeting (same day), the board appointed a new director to a term of 3 years with an expiration date of 2012.

Question: What is the best/proper way for a member to challenge the validity of the appointment as not being in compliance with the By-laws and therefore not valid? Should this be done prior to or at the 2010 annual member meeting?

Situation 2.:

The board sent members a slate of (6) nominees for election at the 11/2010 annnual member meeting.

The mailing also said "the board of directors supports this slate and recommends that you vote in favor of the board nominees presented here"

According to the current roster of directors, the year they were elected and the expiration date of their terms, 8 seats should be up for election.

Questions: Can only the 6 seats with nominees from the board be elected?

Can a member challenge the number of seats eligible for election and other vacant seats be elected?

Any implications for the mail ballots?

Sorry for the length of the post - If I should break it up let me know

Situation #1: A member of the board can raise a Point of Order, RONR (10th ed.), §23, pp. 240ff, at any board meeting, that the adoption of the main motion to appoint the director was invalid on account that it conflicts with the bylaws, RONR (10th ed.), p. 244, ll. 10, 11. The chair will rule on the point, and the ruling is subject to Appeal, RONR (10th ed.), §24, pp. 247ff.

Situation #2: If eight seats were open, there should have been elections to fill all eight seats, regardless of the number of nominees proposed. See RONR (10th ed.), §46, pp. 416ff.

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"The full board of Directors shall be fixed by the board but shall not be more than twenty-one (21) and not less than fifteen (15) voting members"

Questions: Can only the 6 seats with nominees from the board be elected?

Can a member challenge the number of seats eligible for election and other vacant seats be elected?

It would appear that your board can fix the number of directors as long as you have the minimum number (15). So the fact that there may have been 16 (or more) last year is not necessarily relevant.

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Situation #1: A member of the board can raise a Point of Order, RONR (10th ed.), §23, pp. 240ff, at any board meeting, that the adoption of the main motion to appoint the director was invalid on account that it conflicts with the bylaws, RONR (10th ed.), p. 244, ll. 10, 11. The chair will rule on the point, and the ruling is subject to Appeal, RONR (10th ed.), §24, pp. 247ff.

Situation #2: If eight seats were open, there should have been elections to fill all eight seats, regardless of the number of nominees proposed. See RONR (10th ed.), §46, pp. 416ff.

Situation 1

Ooops, What is the best/proper way for a non-board member to challenge the validity of the appointment as not being in compliance with the By-laws and therefore not valid? Should this be done prior to or at the 2010 annual member meeting?

Situation 2

Clarification - It is clear that the full board is set at 17. However, (whether sloppy record keeping or evil intent:()the board has trouble keeping track of resiginations (60%+ over a 4 year period) and appointments to unexpired terms. e.g. appointing two different new directors to the same unexpired seat, mis-stating the expiration date of an unexpired term etc. I do believe that they put forth an equal number of nominees to the seats they thought were open. But, according to my records of the past 3 years elections, resignations and valid appointments to unexpired terms, 2 additional seats are eligible for election. So how does a plain old member bring up the subject of how many seats are really eligible for election?

Thanks for sharing your time and expertise!

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But, according to my records of the past 3 years elections, resignations and valid appointments to unexpired terms, 2 additional seats are eligible for election. So how does a plain old member bring up the subject of how many seats are really eligible for election?

Depending on the timeline, you could notify a board member of your opinion and perhaps the board can meet and make two additional nominations. Or you can wait until the election meeting and make two more nominations from the floor. The chair may rule your nominations out of order but you can appeal the ruling and convince a majority of the members that you're right. Although if the board positions are as scrambled as you suggest, resolving this in advance seems like the better option. A multi-color chart might help.

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Depending on the timeline, you could notify a board member of your opinion and perhaps the board can meet and make two additional nominations. Or you can wait until the election meeting and make two more nominations from the floor. The chair may rule your nominations out of order but you can appeal the ruling and convince a majority of the members that you're right. Although if the board positions are as scrambled as you suggest, resolving this in advance seems like the better option. A multi-color chart might help.

Thanks for the advise. Last year a smaller but similar incident occurred. I brought it to the boards attention with a chart. I never got a direct response from the board although the error was corrected before the meeting (without admission of an error to the membership) but - I sure felt a chill in the air at the meeting. I don't want to be labeled a trouble maker however facts are what they are and the membership deserves to have the rules followed.

"Oh lord my intentions are good, please don't let me be mis-understood"....

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facts are what they are and the membership deserves to have the rules followed.

Just keep in mind that there are only fifteen board members and, at a meeting of the general membership, they'll have no special status (and only fifteen votes). Also keep in mind that the board, as a board, will not be present at the general membership meeting. The board can only act, as a board, at board meetings. You might even want to try to convince the assembly that the board should not sit in front of the room (if that's what they do). You can spare them some embarrassment if you can convince them of the error of their way ahead of time but, as you say, the membership deserves to have the rules followed.

[And I'm ashamed to admit I had to resort to Googling to remind myself that it was The Animals whose intentions were good. I must be getting old.]

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Situation 1.:

On 11/07/2009, directly after the annual member meeting (same day), the board appointed a new director to a term of 3 years with an expiration date of 2012.

Question: What is the best/proper way for a member to challenge the validity of the appointment as not being in compliance with the By-laws and therefore not valid? Should this be done prior to or at the 2010 annual member meeting?

Situation #1: A member of the board can raise a Point of Order, RONR (10th ed.), §23, pp. 240ff, at any board meeting, that the adoption of the main motion to appoint the director was invalid on account that it conflicts with the bylaws, RONR (10th ed.), p. 244, ll. 10, 11. The chair will rule on the point, and the ruling is subject to Appeal, RONR (10th ed.), §24, pp. 247ff.

Situation 1

Ooops, What is the best/proper way for a non-board member to challenge the validity of the appointment as not being in compliance with the By-laws and therefore not valid? Should this be done prior to or at the 2010 annual member meeting?

I'm still looking for some help on this point.

I am not a member of the board, just a plain old member.

This board action took place a year ago directly after (the same day) as the annual member meeting. I just became aware of the board action and the annual member meeting is set for this Saturday 11/06/2010.

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Situation 1

Ooops, What is the best/proper way for a non-board member to challenge the validity of the appointment as not being in compliance with the By-laws and therefore not valid? Should this be done prior to or at the 2010 annual member meeting?

I'm still looking for some help on this point.

I am not a member of the board, just a plain old member.

This board action took place a year ago directly after (the same day) as the annual member meeting. I just became aware of the board action and the annual member meeting is set for this Saturday 11/06/2010.

You can't do anything officially until there is a membership meeting, at which time you may raise a Point of Order, and if necessary, appeal from the decision of the chair. Prior to that time, the only thing you can do is communicate with the board and try to convince them of the error of their ways.

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You can't do anything officially until there is a membership meeting, at which time you may raise a Point of Order, and if necessary, appeal from the decision of the chair. Prior to that time, the only thing you can do is communicate with the board and try to convince them of the error of their ways.

If there is sufficient interest in the issue on the part of the general membership, and if there is a mechanism in the bylaws for calling special meetings of the general membership, it might be possible to act sooner than at the annual general membership meeting. However, I'm not sure that Renee's posts suggest that level of membership dissatisfaction with the actions of the board.

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If there is sufficient interest in the issue on the part of the general membership, and if there is a mechanism in the bylaws for calling special meetings of the general membership, it might be possible to act sooner than at the annual general membership meeting. However, I'm not sure that Renee's posts suggest that level of membership dissatisfaction with the actions of the board.

Trina is essentially correct. The general membership is totally unaware of the actions of the board regarding improperly appointing new members to the board. Therefore no level of dissatisfaction yet.

A slight twist since I first posted.

All the givens are the same: Members elect directors to 3 years terms at the annual member meeting

The board appoints to unexpired terms

The board has by resolution fixed the full board at 17

But, now three appointments to the board have been made, the last being 10/10.

The elibigle seats:

1.) A seat elected in 2006 (term expired 2009) was left vacant, there was no nominee from the board and they chose to run down a seat. That seat should be put up for election by the members this year 2010.

2.) A seat elected in 2008 (term expires 2011) resigned July 2010. The board has the authority to appoint a replacement to fill the unexpired term through 2011.

3.) A seat elected in 2007 (term expires 2010) resigned. Leaving a seat eligible for election in 2010. Since this seat expires this year it is up for election as the incumbant is not running fot re-election. (no candidate from the board for election at the annual meeting)

From the board minutes I have learned that:

Seat 1 = 11/07/2009 Directly after the annual member meeting same day (re-convened board meeting), The board moved and approved a motion to go up a seat back to 17 (remember they chose not to elect that seat in 2009) Then they appointed a new director to a three year term.

Seat 2 = July 2010 BOD mtg = A new director was introduced. No mention of how the board member got onto the board and this director is not a nominee for election this year. Logic follows that the BOD must have appointed this person to the seat resigned 07/2010 (term expiring 2011)

Seat 3 = 10/10/10 The BOD voted to (elect?/Appoint??) a new director to as yet know term expiring???? Sure looks like another appointment to a full term, as there are no other vacant seats.

Do I raise separate points of order for each seat filled improperly by the board?

I want to do this correctly and the meeting is today at 1:oopm. :huh:

Renee

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