Regarding Robert's rules of order: Our nonprofit organization's bylaws state that the Board of Directors conducts all business. When we have elections at a "general meeting" is it proper for anyone who attends whether members of the Board of Directors or members of the organization, or not, eligible to vote for new officers?
from the bylaws ...
ARTICLE 4 - Meetings and Voting
Section 1. General membership meetings, open to the public, will ordinarily be held concurrent with the Board of Directors Meetings held once each month.
Section 2. Special general membership meetings may be called by the president or by 25% of the general membership.
Section 3. The general membership meeting time, location, and date will be designated by the president.
Section 4. A quorum, at any general membership meeting, shall consist of 15% of the members in good standing. A simple majority is required for approval of decisions referred to a vote of the membership.
Section 5. The Board of Directors shall meet at least six times per year at regular intervals. The president shall select the date, time, and place.
Section 6. The meetings of the board shall be open to the general membership. Voting at Board of Directors meetings, however, is limited to attending board members.
Section 7. The current revision of Robert’s Rules of Order shall prevail at general membership and board of directors meetings.
Section 8. General membership voting shall allow one vote for each member in good standing. Proxy votes are prohibited but signed absentee votes are allowed.
ARTICLE 5 - Officers Selection and Duties
Section 1. A nominating committee, appointed by the president, will present a slate of nominees at, or prior to, the December annual meeting. Electees will take office on the first day of January.
Section 2. [Organization] offices filled by election are president, vice-president, secretary and treasurer.
Section 3. Officers are elected for a term of two years. There is no restriction on the number of years an officer may serve if re-elected. The terms of the president and secretary will be staggered with the vice president and treasurer.
Section 4. The duties of the president, vice-president, secretary and treasurer conform to descriptions in Roberts Rules of Order, Chapter XV.
Section 5. The president may appoint, with board of directors approval, other staff assistants. Such appointments do not confer director membership.
ARTICLE 6 - Board of Directors, Election and Duties
Section 1. Members of the board of directors will be nominated and elected and take office according to the same schedule as [Organization] officers.
Section 2. The board of directors shall consist of no less than seven or more than fifteen members. The number of members, within preceding constraints, can be changed by a vote of the board.
Section 3. The term of office for directors is two years. There is no restriction on the number of terms served by a board member.
Section 4. Any [Organization] member in good standing may be elected to the board.
Section 5. The board of directors conducts, or supervises all business of [Organization], approves the annual budget, all major expenditures and disposal of property and assets.
Section 6. A quorum at board meetings shall consist of at least 50% of the directors.
Section 7. Board vacancies, resulting from either resignation or expansion of the board, will be filled by nomination by the president and approval by the current board. The term for such appointments ends on the following December 31.
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After reviewing your articles, it appears that all members in good standing of your organization are permitted to vote at your general meeting on the slate of officers nominated by the committee under Art. 5 Sec. 1.
All members in good standing are permitted to vote on members of the board (also from a slate selected by a nominating committee) at stated intervals Art. 6 Sec. 1.
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