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Our Chamber officers are not following the bylaws, what is your advice?

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Our Chamber officers are not following the bylaws, what is your advice?

Our Chamber officers are not following the bylaws. The bylaws state that a nominating committee should be appointed and a slate of names be submitted for voting by the membership. This was not done last year. The president called individuals she and the VP felt would be good on the Board. No directors or members voted. Recently, other bylaws have been disregarded. What is your advice?

This is ultimately a political question for the other directors and the members. If the other directors don’t like what is happening, they can essentially force the president to follow the rules. If the directors don’t care and the members do, the members can vote the old directors out of office and elect new ones who do.
(Exactly what the rules are, however, may be a legal issue.  Your question says the bylaws say a nominating committee "should" be appointed.  If the actual language of the provision is "should," it may not be clear what happens if the committee is not appointed.  The word "should" should never be used to set out requirements in bylaws.)
Assuming that a committee is required, you could possibly file a separate lawsuit to remove directors improperly installed. But even if you won, it would be expensive and if you had no support from the other members, it could all be undone by putting the same people in office the right way. 
I recommend that you spend your time mobilizing others who feel as you do and asking – or demanding by voting in new people – that the organization follow its own rules.
Monday, January 14, 2008


Did you read the question before writing your answer? You recommend voting out Directors when election rules are being ignored? You should be taking a strong ethical stand here that if the officers ignore bylaws there should be legal action if necessary. Teach us how to do it economically. 

I am not aware of any way to do litigation economically. Even if you can find a lawyer who will represent you without charge (which itself is often a difficult task), there are court costs, transcript fees, and very large expenditures of emotion and time, often many years of time. In a case like this, where the majority ultimately rules when there are elections, it would be insane to undertake litigation if the majority will reelect the same people in a court-ordered election and then change the bylaws to permit them to function this way. That's why I urge that they count the votes in advance. With a true membership organization, they can probably call a special meeting and throw out the worst of them. 

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