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"At Large" Board member


Guest Andrea

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Can someone please clarify for me what the responsibilities and duties are for an "at large" board member? Also, our bylaws provide for a President Elect but the board chose to change the title to At Large without any bylaw revision or vote. Therefore we have no President Elect in place for this year, so how does this affect the slate forward for the next election/nomination process? The bylaws do provide the description for the President Elect to be " shall act as an aide to the President and shall perform the duties of the President in their absence." Howver it has been the At Large Board member who has been present at all executive sessions of the Board, even though the office of At Large is not specifically described as part of the make up of the Officers. It also states that "The President Elect shall automatically become the President for the second year of their term."

Can someone please help me to understand this whole situation better. Thanks!

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Can someone please clarify for me what the responsibilities and duties are for an "at large" board member? Also, our bylaws provide for a President Elect but the board chose to change the title to At Large without any bylaw revision or vote.

If they 'chose' to do something without the power to do it, they didn't do it. Not only are they completely powerless to make such a change, but you should probably start reading FAQ 20.

Therefore we have no President Elect in place for this year, so how does this affect the slate forward for the next election/nomination process? The bylaws do provide the description for the President Elect to be " shall act as an aide to the President and shall perform the duties of the President in their absence." Howver it has been the At Large Board member who has been present at all executive sessions of the Board, even though the office of At Large is not specifically described as part of the make up of the Officers. It also states that "The President Elect shall automatically become the President for the second year of their term."

Can someone please help me to understand this whole situation better. Thanks!

If you do not have an 'At Large' member of your board in the bylaws, you don't have one. It's as simple as that. If you don't have a President-Elect, then you don't have one, and you should probably go to elect one as soon as is practicable, since presumably the previous election was missed. Any member can give notice that he wishes to have an election; it is then a special order which means it must be considered before any new business (except business arising from reports) at a meeting.

If your bylaws state that the President Elect becomes President automatically, you must very carefully read them to determine what will happen next year if you have no President Elect; it may be that you would have no President, or that your current President would continue, or something else. Additionally, you might want to fix your bylaws; In a vacuum, I would interpret "The President Elect shall automatically become the President for the second year of their term." as meaning that the President Elect is an office with a term of multiple years, and during the second year of that term, the President Elect is also the President. This is probably not what was intended; I'd even venture to guess that the President Elect has a term of one year and so really never has a "second year of their term".

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Thanks for the reply, I have read through FAQ 20 but the bylaws state "Removal/expulsion for misconduct or neglect of duty: Any member of the Executive board may be expelled from office for misconduct or neglect of duty by a two-thirds majority vote of the Executive Board."

a Couple of questions:

1) why would only the executive board have rights to remove an officer?

2) what does one do when the executive board is made up of a group that are all of like mind and there is no one that would look to remove each other, but the general membership of the organization is displeased with the overall performance of many on the board?

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1) why would only the executive board have rights to remove an officer?

Ask the people who wrote that section of your Bylaws. :)

2) what does one do when the executive board is made up of a group that are all of like mind and there is no one that would look to remove each other, but the general membership of the organization is displeased with the overall performance of many on the board?

Elect new board members at the next general elections and/or amend the Bylaws to change the procedure for removing board members.

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