Electing Officers

As a new Director, in one email, I nominated 2 different individuals for Officer positions to the rest of the Directors.

One Director replied that "This motion is out of order. You can not make one motion covering two
separate subjects. Resubmit this as two completely separate motions so
everyone knows what is being voted on."

My question is: Do I have to make a motion to nominate someone?

Someone needs to read RRO...

a nomination is not a motion.

So, your rules lawyer is 1/3 right: you can't really make a single motion for two unrelated things. You could make a single motion for two related things, AS LONG AS that motion is dealt with singly... ie, if you want to spend $500 to get christmas lights AND have them hung by Bob's Christmas Light Hanger Co, you could do that.. but the vote will be to do both or deny both. You can't vote to buy the ornaments and have someone else hang them.

But mostly, he's wrong.. a nomination is not a motion in the first place, so his rule against combining two things in one motion is moot.

(and honestly, completely impractical.. if you want to nominate ten people, what difference does it make if you do it in one group/speech/letter or if you raise your hand ten separate times. sheesh, this guy needs a real life.

RobertS,

I agree with Susan, electing the officers by email is not proper. In fact, NO business should be conducted by email. In AZ that would be a violation of the open meeting law.

I don't know that nominations are required when the board is "electing" officers. These "elections" are not like the assn elections for directors. Usually the board sits around a table and each member indicates their officer position preference. For instance if I say I would like to be the treasurer and no one else wants that position, then I am "elected" treasurer. Usually this is a very informal meeting. I recall one such meeting where 2 board members were left with only one position open - that of V.P. The 2 board members drew straws! If the officer positions are going to be a power struggle, then, IMO, your board will not be off to a good start.

RobertS,

Wow, what a group of misfits! Depending upon the size of your assn, IMO the board should be meeting at least quarterly. Doing business by means of email is just not a good idea. The Pres is the "chairman" of the BOD and as such is the presiding officer.

Regarding a quorum at the annual meeting, this should be determined right at the start of the meeting not a week or more later. Proxies can be used to obtain a quorum as can mail-in ballots. Frankly, I prefer the latter as that allows each member to cast his own vote.

Perhaps it's time for a recall of at least the 2 5-yr board members. Research your doc for removal of board members and go from there. IMO, it surely appears that your assn needs new blood at the helm. Until that happens I doubt anything will change. As long as the members are willing to go along with their tactics why should they change???

First, an apology for the length of this, but I believe it necessary, so I can get a well-informed response around Quorum.
As I mentioned previously, the BOD declared a week and more after the annual meeting that there was no quorum. There were mail in ballots and proxies re: electing Directors. There was Q for that - why doesn't that count toward the meeting Q? I asked that a waiver or consent to the meeting be sent and/ or minutes/motions made in the meeting to be sent out to the Membership for approval. They said no - no Q, lawyers says.

This is what I found for in the NM Nonprofit Corp Code 53-8-15. Voting.

A. The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.

B. A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.

C. The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of candidates.

Our By-Laws Sec 5: The transaction of any business at any meeting of Members, either annual or special, however called and noticed, shall be as valid as though a meeting had duly been held after regular call and notice if a quorum of 51% (amended to 33% by membership vote) of the Members are present either in person, by proxy, or if the number of mailed or faxed in votes received prior to the meeting together with the number of members present or represented by proxy at the meeting constitutes a 51% (now 33%) quorum, and if, either before or after the meeting, each of the Member entitled to vote, not present or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting or approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the records of the Association or made part of the minutes of the meeting.

I feel confident that according to the By-Laws, there is still a way to ratify what happened in the meeting. They just do not want to give up control. They say that what happens in the meetings are suggestions. And, if there is something they want to do, they'll make a decision amongst themselves, and let us know by mentioning it in a newsletter! So in reality, since they always claim there is no Q - we've never had an annual meeting! Then, why is the election valid?

The ballots are counted prior to the meeting by a CPA. No nominations are taken from the floor. The proxy is to vote for BOD only, not the meeting. And, according to 53-8-15 sec, can I put all my votes on 1 person. If so, that would help the next election!!! THANKS SO MUCH FOR LISTENING!