Jump to content
The Official RONR Q & A Forums

Treasurer


Stephanie Santore

Recommended Posts

Our current treasurer has entered the political area, and has been nominated for City Counsel.  Pending the election, she will be unable to attend meetings of any kind.  At our last meeting, some board members brought up the idea of allowing her to maintain her treasurer status, and forgo meetings based on her new obligations.  I reserved comment because I wasn't sure exactly what responsibilities a treasurer has, other than keeping the books, and providing reports.  She had a very busy life style even before this nomination occurred. This nomination will make her even more busy.  I am worried that her new responsibilities will cause problems.  What is the proper course?

Link to comment
Share on other sites

You ask, "What is the proper course?"   She can submit a resignation or she can elect to continue to serve as treasurer.  She cannot be forced to resign.  She can be ASKED to resign, but she can also  decline.

If a member believes  she can no  longer fulfill her responsibilities as treasurer, and if the society agrees, she can be removed from office.  The procedure for doing that depends primarily on EXACTLY what your bylaws say about terms of office.

See FAQ # 20 for more information.

Link to comment
Share on other sites

3 minutes ago, Richard Brown said:

You ask, "What is the proper course?"   She can submit a resignation or she can elect to continue to serve as treasurer.  She cannot be forced to resign.  She can be ASKED to resign, but she can also  decline.

If a member believes  she can no  longer fulfill her responsibilities as treasurer, and if the society agrees, she can be removed from office.  The procedure for doing that depends primarily on EXACTLY what your bylaws say about terms of office.

See FAQ # 20 for more information.

We are a fledgling board, and our current bylaws are EXTREMELY generic.  In fact, we don't have anything regarding this topic.

Link to comment
Share on other sites

1 minute ago, Stephanie Santore said:

We are a fledgling board, and our current bylaws are EXTREMELY generic.  In fact, we don't have anything regarding this topic.

Do your bylaws say ANYTHING about terms of office?  Such as, "Officers shall serve for one year or until their successors are elected"?  Nothing?  Are you sure?

Link to comment
Share on other sites

1 minute ago, Stephanie Santore said:

We are a fledgling board, and our current bylaws are EXTREMELY generic.  In fact, we don't have anything regarding this topic.

You have two choices.......let her serve until her term is up or she resigns, or have her removed by the society via the disciplinary procedures in RONR.  (I think that's 3 choices now that I think of it.)

Link to comment
Share on other sites

2 minutes ago, Richard Brown said:

Do your bylaws say ANYTHING about terms of office?  Such as, "Officers shall serve for one year or until their successors are elected"?  Nothing?  Are you sure?

I just looked at them, and they are kind of confusing.  Specifically from our by laws "The directors shall be elected for a term of three years at the annual meeting of the BoD by a majority of the directors then in office and each shall continue in office until his or her successor shall have been elected and qualified, or until his or her death, resignation or removal, except that for the first two years of the Corporation's existence approximately one-third of the directors shall be elected for a one-year term and approximately one-third of the directors shall be elected for a two-year term, and thereafter approximately one-third of the directors shall be elected each year.  Any director may be removed, with or without cause, by a vote of a majority of the directors then in office."

I take this to mean that no one goes unless they want to, or, a majority of the board agrees and votes.  I also take this to mean that every year we should be voting on new members?

Link to comment
Share on other sites

8 minutes ago, George Mervosh said:

You have two choices.......let her serve until her term is up or she resigns, or have her removed by the society via the disciplinary procedures in RONR.  (I think that's 3 choices now that I think of it.)

So basically, unless it states in our bylaws that meeting attendance is a requirement, she remains a board member unless she resigns or is voted out.  This is going to be way more complicated than I thought.

Link to comment
Share on other sites

9 minutes ago, Stephanie Santore said:

So basically, unless it states in our bylaws that meeting attendance is a requirement, she remains a board member unless she resigns or is voted out.  This is going to be way more complicated than I thought.

Considering what your bylaws say, removing her is going to be very complicated in my opinion.

"Careful thought should be given to whether, given the circumstances of the particular organization, it is preferable (1) to permit removal of officers only for cause, through disciplinary proceedings that may involve a formal trial (see p. 654, ll. 4–13), or (2) instead to permit their removal at the pleasure of the membership by a two-thirds vote, a majority vote when previous notice has been given, or a vote of a majority of the entire membership—any one of which will suffice (see p. 653, l. 27 to p. 654, l. 3). 
 

To accomplish the first alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) and until their successors are elected." To accomplish the second alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) or until their successors are elected.""  RONR (11th ed.), p. 574

Why not just wait and see what happens......as you noted she's a busy lady already and things are running well for now.

Link to comment
Share on other sites

It seems to me that this organization's bylaws contain a rather unique term of office statement that includes both the "and until..." and the "or until..." qualifiers. This group is probably going to have to decide for itself if one takes precedence or whether either one can be invoked as needed for the situation.

Link to comment
Share on other sites

1 hour ago, George Mervosh said:

Considering what your bylaws say, removing her is going to be very complicated in my opinion.

"Careful thought should be given to whether, given the circumstances of the particular organization, it is preferable (1) to permit removal of officers only for cause, through disciplinary proceedings that may involve a formal trial (see p. 654, ll. 4–13), or (2) instead to permit their removal at the pleasure of the membership by a two-thirds vote, a majority vote when previous notice has been given, or a vote of a majority of the entire membership—any one of which will suffice (see p. 653, l. 27 to p. 654, l. 3). 
 

To accomplish the first alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) and until their successors are elected." To accomplish the second alternative, the bylaws may provide that officers "shall hold office for a term of ______ year(s) or until their successors are elected.""  RONR (11th ed.), p. 574

Why not just wait and see what happens......as you noted she's a busy lady already and things are running well for now.

Running well is a relative term.......since we are a "new" board, we've got a lot to learn......but that's a topic for another day....

Link to comment
Share on other sites

52 minutes ago, Bruce Lages said:

It seems to me that this organization's bylaws contain a rather unique term of office statement that includes both the "and until..." and the "or until..." qualifiers. This group is probably going to have to decide for itself if one takes precedence or whether either one can be invoked as needed for the situation.

Thank you for bringing that up....I guess we need to decide which one to go with......keeping both options available could cause problems...although just tailoring our bylaws to us is going to cause problems anyway.  Thank you for your insight.

Link to comment
Share on other sites

Guest Who's Coming to Dinner

"Any director may be removed, with or without cause, by a vote of a majority of the directors then in office."

That seems pretty clear to me. I think the business about "ands" and "ors" is a red herring in this case.

Link to comment
Share on other sites

Guest
Reply to this topic...

×   Pasted as rich text.   Paste as plain text instead

  Only 75 emoji are allowed.

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

×   You cannot paste images directly. Upload or insert images from URL.

Loading...
×
×
  • Create New...