Q&A: Proper Election Procedures?

Q Our annual meeting was conducted this past week during which three of the  present board members were up for re-election: the president, treasurer and a  board member. All three were re-elected and a fourth member elected since there  was a vacancy. My position at the time was secretary and I was not up for  re-election. The re-elected members were voted back into their positions but  then the president nominated the newly elected fourth member into the position  of secretary, which I was holding at the time. Someone seconded that motion and  the president announced that the motion was carried. There was no voting to  elect this new member as secretary and no motion to remove me from my position.  

 My question is this: since I was not up for re-election, the position of  secretary was not vacant, there was no motion, second or voting to remove me  from my position, is this legal? I think this may have to do with the fact that  the sitting president and treasurer have previously expressed their displeasure  with the fact that I shut down some of their projects, which I considered not  to be in the best interest of the members of the association.  

 —Shunned Secretary  

A “To answer this question you must first look at the bylaws of the association.  Unless your bylaws say differently, your tenure as secretary does not  necessarily go with your service on the board,” says William Raphan, statewide education facilitator at the law firm of Katzman  Garfinkel & Berger in Fort Lauderdale. “Do they contain a provision stating a "fixed term" such as 1 year or 2 years or,  do they say "until a successor is elected"? Normally, the officers are chosen  at the organizational meeting of the board which may take place at the "annual  meeting" or at the "time, place, and manner" set forth in the bylaws. Officers  serve on a board of administration at the "pleasure of the board" and can be  removed from office by the members of the board. (Unless the officers were  elected by the membership, in which case the membership would have to remove  them).  

 “The next question is the manner in which this action took place. Procedurally,  the vote was not taken properly. However, it appears that no one objected or  raised a "point of order" claiming that a proper vote was not taken, and it can  be assumed that the motion was passed by "general consent."  

 Robert’s Rules of Order talks about procedures for small boards, it says: "In a board  meeting where there are not more than about a dozen members present, some of  the formality that is necessary in a large assembly would hinder business. The  rules governing such meetings are different from the rules that hold in other  assemblies." In other words, even though your governing documents tell you to  follow Robert’s Rules, you can bend them a bit. This includes motions not needing to be  seconded. I have yet to see a board member get arrested by the Robert’s Rules police.”  

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  • can the board of directors limit the amount of people who can run for the board at the general yearly members meeting and election of board members