Election of Director for 1 year- bylaws stipulate 3 yrs.

[Guest D. Llama]

The bylaws of an Association provide for the election of Directors by ballot - to be conducted at the annual meeting . Section 6 of the bylaws provide that :

s.6  The term of office of a director is 3 years . 

Director X is nominated at the annual meeting to be a Director for 1  year .  No one objects  at the time . An election is conducted  and directors X is elected . 

Is the election for the one year period  to follow the meeting , valid  or entirely void  ?  

Thanks for any responses to this inquiry . 

D.Llama

 

 

[Richard Brown]

I think to consider that the election was for one year would not be permissible because it conflicts with the bylaws requirement that terms of office of directors are three years. I think the ultimate decision here is up to the society, but I think the choices are between declaring the election invalid or that it is valid but for a term of three years rather than one year. 

My own opinion, for whatever it is worth and without having seen the bylaws, is that this director  was elected for a period of three years regardless of what statements were made prior to the election.

[Kim Goldsworthy]

1 hour ago, Guest D. Llama said:

s.6  The term of office of a director is 3 years .

>> Director X is nominated at the annual meeting to be a Director for 1 year.

This oral error (or mis-reading, or mis-undersanding, or pure ignorance) will not override a bylaw definition of "term of office".

You cannot terminate early a term of office, just as you cannot lengthen, by sheer diktat, a term of office, if a superior document is found to say otherwise.

 

[Guest D.Llama]

Mr. B. and Mr . G - obliged for both response - and both helpful perspectives .

I cannot see that to consider it invalid for the one year period  ( Mr . Brown ) but  then as constructively sound   as an election for three years  -  a  real difficulty . When the Chair mistakenly and carelessly allowed the stated  nomination of one year to go forward - that created an expectation  that X would only be in the position for that period . The section 6 bylaw is verry specific - " "is three years ". If it indicated say " up to three years " then that would be OK - if one year . But this is not and tends to persuade  than an election under section 6 never occurred . 

Obliged to both of you for  helping me think this through and if you have any follow up would be glad to hear  that .

DLlama 

 

 

 

[g40]

Was there some reason the Nomination and election were for a term of one year?

One possibility might be that elsewhere in the Bylaws there might be provision for unexpired terms. [I am a Board member of such an organization]. If such a provision exists and there is one year remaining on a vacancy with an unexpired term of one year, the described situation would or could be fine.

[George Mervosh]

I suppose I'm a lone wolf here.  I can't agree that an election to a 1 year term is valid by saying later "oops, we mean you're elected to a 3 year term".  I think the election was something done in violation of the provisions of the bylaws and should be ruled null and void assuming someone actually raises a point of order (hopefully, our original poster).

[Joshua Katz]

2 hours ago, George Mervosh said:

I suppose I'm a lone wolf here.  I can't agree that an election to a 1 year term is valid by saying later "oops, we mean you're elected to a 3 year term".  I think the election was something done in violation of the provisions of the bylaws and should be ruled null and void assuming someone actually raises a point of order (hopefully, our original poster).

No, you're not alone.  

[Alexis Hunt]

On 30/03/2017 at 1:01 PM, George Mervosh said:

I suppose I'm a lone wolf here.  I can't agree that an election to a 1 year term is valid by saying later "oops, we mean you're elected to a 3 year term".  I think the election was something done in violation of the provisions of the bylaws and should be ruled null and void assuming someone actually raises a point of order (hopefully, our original poster).

I agree with this in general, but I also think it's highly dependent on context. The precise ruling here depends on the question put to the assembly by the chair. If it was indeed, for a 1 year term, then the motion contradicts the bylaws and is null and void. If, by contrast, someone said in debate that the position is one year, but the chair put the question as "We are now voting on the election for the vacant spot of Director.", then there is a regrettable mistake but the decision stands.