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Simultaneous positions on the board?


Guest PTAPres

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I understand that RONR allows one person to be nominated more than once.  My question is whether one person can be elected to more than one position on a Board?  Or does her being in one office prevent her serving in another office?  Our bylaws are silent as to this, but they refer to RONR to fill any gaps ... ?

Thank you for your help.

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Ok, thank you.

 To be even more particular, our bylaws specify that when a board member resigns, a majority of the board is to elect someone to replace her for the remainder of her term. A current board member would like to take on this role. Given your answer, she is not required to relinquish her prior position, correct?

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Please clarify.

When you say, "... elected to more than one position on a board ..." do you mean _______?

   • There are 3 open directorships, and Mr. X is elected to 2 of the three directorships.

   • There are 3 open officer positions on the board, and Mr. X is elected to be Secretary as well as Treasurer.

There applicable rule might vary, depending on whether we're talking about discrete positions (like officerships) or fungible positions (like directorships).

***

>>  My question is whether one person can be elected to more than one position on a Board?

No -- if you are talking about a single ballot where all the open positions are listed (as opposed to: voting on each open position serially, separately, i.e., as many rounds of balloting as there are open positions).

But see the exception to the rule, too. -- A work-around.

***

The Book says,

"For this reason, a candidate is never deemed elected to more than one office by a single ballot unless the motion or rules governing the election specifically provide for such simultaneous election." [p. 440]

However, note how this end can be accomplished, nonetheless.

Quote

[excerpt, page 440, Section 46, "Nominations and Elections"]

When voting for multiple offices by a single ballot, the members are not able to take the result for one office into account when voting for another office.
For this reason, a candidate is never deemed elected to more than one office by a single ballot unless the motion or rules governing the election specifically provide for such simultaneous election.
When there is not such provision, a candidate who receives a majority for more than one office on a single ball must, which one of the offices he will accept; the assembly should decide by vote the office to be assigned to him.
The assembly then ballots again to fill the other office(s).
(The assembly is free, however, to elect the same person to another office on a subsequent ballot, unless the bylaws prohibit a person from holding both offices simultaneously.)

 

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30 minutes ago, Guest PTAPres said:

Ok, thank you.

 To be even more particular, our bylaws specify that when a board member resigns, a majority of the board is to elect someone to replace her for the remainder of her term. A current board member would like to take on this role. Given your answer, she is not required to relinquish her prior position, correct?

That is correct unless your rules say otherwise.

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 Our board is composed of 13 positions under our bylaws.   President, treasurer, secretary, eight vice presidents who handle different programming areas, our school principal, and our faculty representative.   In this case, a vice president has resigned and another Vice President would like to take on her role but also keep her current role. 

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1 hour ago, Guest PTAPres said:

Our bylaws specify that when a board member resigns, a majority of the board is to elect someone to replace her for the remainder of her term.

A current board member would like to take on this role.

Given your answer, she is not required to relinquish her prior position, correct?

Wait a minute.

Are you saying, "A person who already sits on a board wishes to fill the vacancy of a board seat?"

Why would an organization elect a board member to a vacant board seat?

That would reduced the number of people sitting on the board.

***

Picture this.

*    If a board of five had Mr. A, Mr. B, Mr. C, Mr. D, Mr. E, all sitting;

*    and if Mr. A dies in office, creating a vacancy,

*   then why would the organization elect Mr. E to fill the vacancy created when Mr. A died?

***

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6 minutes ago, Guest PTAPres said:

 Our board is composed of 13 positions under our bylaws.   President, treasurer, secretary, eight vice presidents who handle different programming areas, our school principal, and our faculty representative.   In this case, a vice president has resigned and another Vice President would like to take on her role but also keep her current role. 

It that is what is intended, I see no problem with it unless your bylaws prohibit dual office holding.  What this vice president is proposing amounts to a society electing the same person as secretary and treasurer, which is a very common practice unless the bylaws prohibit one person from holding more than one office.  You might have a problem, though, if your bylaws say that the board SHALL consist of 13 people.  

Keep in mind what I said in post # 3 above that if she is allowed to hold both offices, she still gets only one vote.

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6 minutes ago, Guest PTAPres said:

 Our board is composed of 13 positions under our bylaws.   

[Namely] president, treasurer, secretary, and eight vice presidents (who handle different programming areas), our school principal, and our faculty representative.  

In this case, a vice president has resigned and another Vice President would like to take on her role but also keep her current role. 

"Ah-ha!" :o

There is a difference between a fungible position, like N directorships on a board, vs. discrete positions, like individual officerships.

Robert's Rules of Order does allow an organization to fill vacancies in officer positions with already-sitting officer(s).

E.g., a person could serve simultaneously as a secretary and as a treasurer, if one of those seats had been filled via a vacancy.

I see no problem with vice-presidents doing a similar shuffle under identical circumstances.

***

Remember, that reduces the total number of members of your board for the rest of the term-of-office. You lose out on an extra pair of ears and eyes to do the work of the board.

The lucky winner gets no extra vote, and does not count twice toward the quorum.

 

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The bylaws say 

"The officers of this organization shall consist of one president, eight vice presidents, a recording secretary, and one treasurer."

Does this make a difference in the answer?  

(many thanks to all of you for your help on this)

 

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10 minutes ago, Guest PTAPres said:

The bylaws say 

"The officers of this organization shall consist of one president, eight vice presidents, a recording secretary, and one treasurer."

Does this make a difference in the answer?  

(many thanks to all of you for your help on this)

You told us what your bylaws say about which officers there shall be, but what do they say about the makeup of the Board of Directors?

Unless they specify that there shall be eight directors, your answer above does not change my answer and I still believe you can let one vice president handle the duties of two vice presidents just as you can have one person serve as both secretary and treasurer.   If your bylaws do specify that the board shall consist of eight people, then, in my opinion, this creates a question of bylaws interpretation which your organization will have to do for itself.  The combining of offices doesn't seem to be a problem.  It's possibly being short of the required number of directors that concerns me.

Others may disagree, so stay tuned.

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1 hour ago, Guest PTAPres said:

The bylaws say 

"The officers of this organization shall consist of one president, eight vice presidents, a recording secretary, and one treasurer."

Does this make a difference in the answer?  

No, I don't think so. I concur with the recent responses that there is no reason why one person cannot serve in two or more of these offices.

1 hour ago, Richard Brown said:

You told us what your bylaws say about which officers there shall be, but what do they say about the makeup of the Board of Directors?

Unless they specify that there shall be eight directors, your answer above does not change my answer and I still believe you can let one vice president handle the duties of two vice presidents just as you can have one person serve as both secretary and treasurer.   If your bylaws do specify that the board shall consist of eight people, then, in my opinion, this creates a question of bylaws interpretation which your organization will have to do for itself.  The combining of offices doesn't seem to be a problem.  It's possibly being short of the required number of directors that concerns me.

Others may disagree, so stay tuned.

Richard, is there any particular reason why one person cannot be two directors? RONR clearly provides that one person is only one member and has only one vote, but I don't see anything which says that one person cannot be two (or more) directors. So if the bylaws say that there is a particular number of directors, I don't see this as posing any problem, since these particular directors are distinct positions. (If this was about someone serving in multiple identical positions, that's another story, but that doesn't appear to be the case here.)

If the bylaws specifically provide that the board shall have a particular number of members (or people), that might be interpreted as a prohibition against one person serving in multiple positions on the board, but I'm not certain of this. I think it would ultimately be a question of bylaws interpretation.

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16 hours ago, Guest PTAPres said:

We do not have Directors.  Our Board is made up of our officers and two people from our school administration.

Thank you all so much for your help!

It is possible that you don't have directors, but I have a hunch that you might, in the form of a "Board of Directors".    The word "board" is usually short for "Board of Directors" (or sometimes "Executive Board").  However, it is possible that your bylaws do not make any mention whatsoever of the word "director" or "directors".   Your board could be, I suppose, the "Board of Managers" or "Board of Trustees"" or perhaps "Executive Board", in which cases I agree they are not "directors".   So, I ask you: Do your bylaws specify only that you have a "Board" (using only that one word) or do they refer to a "Board of Directors"?   Or  is it something else, such as an "Executive Board"?

By the way, unless your bylaws specifically provide for a "Board"  of some sort and define its powers, you do not have a board and those people who you say make up the "Board" have no power to act as a Board. See RONR pages 481-483.  Here is a sentence of particular importance from page 482:  "A society has no executive board, nor can its officers act as a board, except as the bylaws may provide; and when so established, the board has only such power as is delegated to it by the bylaws or by vote of the society's assembly referring individual matters to it."

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31 minutes ago, Guest PTAPres said:

Our bylaws specify an "Executive Board."  It is made up of 1 president, a treasurer, 1 secretary, and 8 vice presidents, as well as our school principal and a faculty representative.

Thank you again for your help!

Then I think you are good to go with the one vice president taking on the duties (and official title) of the other vice president.  She can hold both offices.  Just remember that she still has only one vote.

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