Guest redhangar Posted July 19, 2017 at 03:37 PM Report Share Posted July 19, 2017 at 03:37 PM Our bylaws state that a vacancy in an officer position will be filled by appointment by the president with bod approval. The president notified bod that 2 qualified persons indicated interest in the position. President appointed one, the bod did not approve that selection. Several weeks have gone by and the president has not appointed the other person because she does not personally want the 2nd candidate. The president is currently assuming the responsibilities of the open position in addition to her president's responsibilities. Is there anything the bod can do to require the president to appoint the other candidate? Or to make another appointment?. Thank you. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted July 19, 2017 at 04:06 PM Report Share Posted July 19, 2017 at 04:06 PM That's an interesting situation your bylaws put you in. You might consider amending them. This is the inverse of Merrick Garland. Since Garland is sitting on the DC Circuit, it seems no one came up with a solution to that one. Depending on the bylaw language, it is possible the President is in violation of the bylaws if it says "the President shall nominate" or something similar. It's a tough sell, though, and I don't think everyone here would agree with that argument, let alone in your organization. If the bylaws give the board the ability to direct the President (i.e. plenary power), then give a direction, although it's unclear what can be done, short of discipline, if the President doesn't do as directed. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted July 19, 2017 at 05:03 PM Report Share Posted July 19, 2017 at 05:03 PM 1 hour ago, Guest redhangar said: Our bylaws state that a vacancy in an officer position will be filled by appointment by the president with bod approval. The president notified bod that 2 qualified persons indicated interest in the position. President appointed one, the bod did not approve that selection. Several weeks have gone by and the president has not appointed the other person because she does not personally want the 2nd candidate. The president is currently assuming the responsibilities of the open position in addition to her president's responsibilities. Is there anything the bod can do to require the president to appoint the other candidate? Or to make another appointment?. I certainly do not think there is anything the board can do to force the President to appoint a particular candidate. The President is obligated to appoint a candidate, but she is not obligated to appoint a particular candidate, and I'm not sure the board can really force the President to do anything. The board could point out that the bylaws require the President to appoint someone, but if she refuses, I'm not sure the board can do much of anything about it. Most likely, the authority to discipline the President rests with the general membership, not the board. I suppose a board member could raise a Point of Order, followed by an Appeal if necessary, to the effect that the President is in violation of the bylaws. If the President continues to refuse to carry out her duties despite the result of the appeal, this could lend the board more ammunition when it takes the issue to the membership. Has the board spoken with the President regarding this issue? It would certainly be preferable to find a diplomatic solution. 57 minutes ago, Joshua Katz said: That's an interesting situation your bylaws put you in. You might consider amending them. This is the inverse of Merrick Garland. Since Garland is sitting on the DC Circuit, it seems no one came up with a solution to that one. Depending on the bylaw language, it is possible the President is in violation of the bylaws if it says "the President shall nominate" or something similar. It's a tough sell, though, and I don't think everyone here would agree with that argument, let alone in your organization. If the bylaws give the board the ability to direct the President (i.e. plenary power), then give a direction, although it's unclear what can be done, short of discipline, if the President doesn't do as directed. It could also be argued that the President is violating the bylaws by personally taking on the duties and authority of this position, even though she has not been approved to serve in the position by the board, but unless the bylaws grant the board authority over disciplinary procedures, I don't know what the board can do about it. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted July 19, 2017 at 05:04 PM Report Share Posted July 19, 2017 at 05:04 PM Guest redhangar, please quote for us exactly what your bylaws say about filling such a vacancy. Please quote the exact language, don't paraphrase. Quote Link to comment Share on other sites More sharing options...
Guest redhangar Posted July 20, 2017 at 03:26 AM Report Share Posted July 20, 2017 at 03:26 AM 10 hours ago, Richard Brown said: Guest redhangar, please quote for us exactly what your bylaws say about filling such a vacancy. Please quote the exact language, don't paraphrase. Section 2. Officer Duties. A. Director. The Director shall preside at all meetings and be the Chief Executive Officer of TSOCR. With the approval of the Board of Directors, the Director shall fill vacancies and appoint all Committee Chairmen, except the Nominating Committee. The Director shall serve as an ex-officio member to all committees except the Nominating Committee. The Director shall also be co-signer of all financial accounts. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted July 20, 2017 at 01:35 PM Report Share Posted July 20, 2017 at 01:35 PM 15 hours ago, Guest redhangar said: Section 2. Officer Duties. A. Director. The Director shall preside at all meetings and be the Chief Executive Officer of TSOCR. With the approval of the Board of Directors, the Director shall fill vacancies and appoint all Committee Chairmen, except the Nominating Committee. The Director shall serve as an ex-officio member to all committees except the Nominating Committee. The Director shall also be co-signer of all financial accounts. It is ultimately up to your organization to interpret its own bylaws, but nothing I see here has changed my own opinion. It seems to me that the Director is required to appoint a candidate, but it may be difficult, as a practical matter, for the board to enforce this requirement unless the bylaws grant the board the power to remove the President. If the President continues to refuse to appoint a candidate, the board may need to report this issue to the membership. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted July 20, 2017 at 06:33 PM Report Share Posted July 20, 2017 at 06:33 PM Guest Redhangar, after reading your quoted bylaw provision, I agree with the comments immediately above by Josh Martin. I do read the provision as requiring the director to make an appointment, but I also agree that enforcing such a provision can be problematic. It may be possible to remove the director from office due to his failure to perform the duties of his office, but I question whether the board alone has this power. The procedure which you would need to follow for such a removal depends on the precise wording of your bylaws regarding terms of office and whether your bylaws contain a removal procedure. It may be that the board can remove the officer, but I think it is much more likely that only the membership can do that. Then it must also be determined whether the body must use the complex removal for cause disciplinary procedure in RONR or the simpler removal from office procedure which can be utilized if the bylaws contain the proper wording. You might read FAQ # 20 for more information: http://www.robertsrules.com/faq.html#20 As Mr. Martin stated, it is ultimately up to your organization to interpret its own bylaws. Quote Link to comment Share on other sites More sharing options...
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