Why the Election of Officers Is So Important

Many people have asked me about the big issue in Jordan right now:  The re-election of board officers at the January 14, 2009, board meeting.  It is very important, and there is a good reason why the board did what it did.

Historically, the Jordan neighborhood has held its annual meeting and election of board members in October.  About half of the board members are elected each year, thus providing continuity from year to year by only half the board being replaced.  Sometimes, there are more or fewer seats open depending on resignations during the year.  Vacant seats are filled by board appointment throughout the year.  Traditionally, any appointed board member must stand for re-election at the next annual meeting.  So it is rare that the board ever is in danger of falling below the minimum five members required by the bylaws.  A maximum of 15 board members is permitted plus one ex official member, the past board chair.

Also historically, the Jordan board of directors elects a new slate of board officers in November, the month after new board members are elected. The guiding principle here is that it occurs when the new board members are seated.  This gives the new members as well as the remaining members the opportunity to select who will lead them.  Without giving newly elected members this opportunity, it is possible for a group of remaining members to continue to control the board despite their no longer holding a majority of the board’s votes on issues.  Here’s how:

During the past three years, the JACC has made more decisions in the Executive Comittee (composed of the chair, vice-chair, treasurer and secretary plus the executive director) than has ever been seen in the neighborhood.  Further, these decisions were not documented (because no minutes were kept) and all too frequently the remaining 11 board members were not informed of those decisions.  According to the JACC bylaws:   The Executive Committee shall set the agenda for the monthly board meetings, act in place of the full Board of Directors when deemed necessary for time-specific decisions, and other duties which normally fall to Executive Committees. [underline is mine]  Most of the decisions made by the Excutive Committee over the past three years were not time-specific.  It was simply a way for a very small group of board members and the executive director to maintain control and carry out their own agenda.

Board elections are held every year to ensure that board members represent the community members.  Situations change.  Priorities change.  An annual election of about one-half of the directors gives the community the opportunity to change the board composition if community members believe the board no longer represents their interests.  If board officers are elected the month before new board members are seated, it has the possibility/probability the “old” majority of the board will maintain control for the following year despite members voting in a “new majority”.  Executive Committee meetings are held every month, and there is nothing to stop them from making decisions that they keep secret and take JACC and Jordan in the direction they want to go, regardless of the community’s intent in electing new board members.  It is for this reason that, in Jordan, board officers have been elected in the month following the community’s election of new board members. It gives all members of the board, as composed after the election, to determine who will lead the organization.

The current bylaws state that the annual meeting is held in October to elect new board members.  They also state that the officer elections are held at the board meeting in October.  This conflicts with the practice that Jordan has followed for at least the last seven years (I can only attest to the years I’ve lived here).  So why don’t the bylaws say November?  Two possibilities:  (1) When the bylaws were written, perhaps the annual meeting was held early in October and the board meeting later in October after the election.  (2) It could be a typo.  What is important is the intent, and I think (personal opinion backed by observation) that the community has clearly shown its intent by holding the election of officers in the month after the election for the past seven (and probably many more) years.

What is interesting is that the people who have filed a lawsuit claiming that the officer elections in January were illegal are the very people who were elected as board officers in November following an October annual meeting that elected new board officers.  This happened in 2006 when Ben Myers was elected to the board and then elected as chair the following month.  It happened again in 2007 when Ben was again elected board chair in November following an October annual meeting and election of board directors and Brian Smith was elected vice chair at the same meeting.  In 2007, Shannon Hartfiel was elected board secretary in that same November meeting as was Bob Scott to the treasurer position and Brian Smith was elected vice chair.  None of them stood up and objected to the process at that time.  Instead, they took over as officers and used the Executive Committee to make many decisions that have, in the opinion of many, been detrimental to Jordan or put financial resources at risk.  How interesting that they now object to this process of electing board officers the month after the annual election of board members when it works in opposition to their wishes.  The fact that the annual election had to be delayed because of irregularities created by members of the Executive Committee does not negate the principle that officers should be elected by the people they will lead, and that can only happen once the new board members are seated.

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