removal of officers

[Leo]

RONR p. 574 gives the recommended wording for the two conditions for removing officers. The first uses the term “and until” and requires cause and disciplinary action. The second uses the term “or until” and permits removal at the pleasure of the members.

 

The bylaws state, “The officers shall be elected at the annual meeting. Officers shall hold office for a term of one year unless a resolution adopted at least sixty days prior to the election, states that officers shall serve for a term of two years. Officer shall hold office until their successors are elected and have qualified.”

 

 

The second sentence uses the unqualified wording that should be avoided according to RONR.

 

The third sentence addresses the issue of holding office until their successors are elected.

 

In the absence of either of the terms used in RONR, does the bylaw require the disciplinary action of the first term or removal at the pleasure of the members addressed in the second term?

[Shmuel Gerber]

RONR p. 574 gives the recommended wording for the two conditions for removing officers. The first uses the term “and until” and requires cause and disciplinary action. The second uses the term “or until” and permits removal at the pleasure of the members.

 

The bylaws state, “The officers shall be elected at the annual meeting. Officers shall hold office for a term of one year unless a resolution adopted at least sixty days prior to the election, states that officers shall serve for a term of two years. Officer shall hold office until their successors are elected and have qualified.”

 

 

The second sentence uses the unqualified wording that should be avoided according to RONR.

 

The third sentence addresses the issue of holding office until their successors are elected.

 

In the absence of either of the terms used in RONR, does the bylaw require the disciplinary action of the first term or removal at the pleasure of the members addressed in the second term?

 

The text on page 574 is providing guidance on how the bylaws should be worded, so it recommends only two alternatives. However, the rules relating to removal from office, given on pages 653-654, also recognize that bylaws do not always use one of the recommended alternatives. Those rules make clear that if the bylaws had only stated, "Officers shall hold office for a term of one year," then the officers could not be removed at the pleasure of the members.

 

I would say that the bylaws provisions you've quoted do not bear any close resemblance to an "or until their successors are elected" clause, and therefore the officers could not be removed at the pleasure of the members.