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One of our directors served for a two year term and at the end of it agreed to finish the term of another director who resigned. The nominating committee has asked if she is eligible to serve another term as director. Terms are two years and are staggered with one director elected in even years and two in odd numbered years. Our bylaws state: "No person shall hold more than one office at a time and no officer shall be eligible for three consecutive terms in the same office." (emphasis added) A's initial term as director began at the election meeting in 2017. When A's term ended in 2019, one of the directors elected in 2018 (Director B) resigned and A agreed to finish her term at the 2019 election meeting. The nominating committee would like to nominate A for another term as director for the upcoming 2020 election meeting. (The 2020 meeting is when B's term as director would have expired and when A is willing to take on another term.) Assuming for the moment that A served more than half of B's term, here is the question: Is the office of "at-large director" the "same office" as that held by another at-large director at the same time? And if it is different, is a director who at the end of her term filled another director's vacancy eligible to run for a term as director? Put another way, is the office "director" a collection of responsibilities that are identical for all who hold the office or are there three identical director offices? I believe this is ambiguous in RONR. (Note that on page 452 RONR says VPs should be numbered if there is more than one so there is no confusion about who takes the chair in the president's absence.)

Our Nominating Committee slated a person in a Director Position (3 year appointment) and that persopn was duly elected. Our subsidiary corporation was in need of Officers and this Director was a better fit for that position. According to our by-laws an officer or director cannot sit on both boards except for the Presidents of both Boards. The Director has submitted his resignation. In our by-laws, a director who has resigned is replaced with a simple majority vote of the board of directors and serves until the next election. Since the director has not been formally installed, can we not have the nominating committee slate this position and vote on it before installation? That was we preserve the three year cycle and make it easier. Since the position is technically not vacant until 1/1/13, would our current bylaws even apply?

After a second election ballot was issued (the first was deemed invalid since it did not follow our constitutional rules for ballots) the recording secretary resigned. The board voted to replace the RS with a person who was a candidate for a board position on the ballot. Is the second ballot still valid or should it be replaced? If the ballot is not reissued how should any votes for that candidate be handled? Thank you

An organisation wishes to hold their election for executive by electronic ballot. This is somehat covered in the bylaws under s.22(2) which states: 22 (1) A member in good standing is entitled to one vote. (2) Election of incoming directors shall be by electronic or paper ballot managed in a manner deemed appropriate by the director. The election process shall be observed by an independent Returning Officer appointed by the Directors to ensure integrity of the voting process. (3) Voting for special resolutions shall be by electronic or paper ballot managed in a manner deemed appropriate by the director. The voting process shall be observed by an independent Returning Officer appointed by the Directors to ensure integrity of the voting process. (4) All other voting may be conducted at a general meeting by either a show of hands, or a secret ballot, or by electronic means as deemed appropriate by the members present at the meeting. The problem lies in what they are considering "appropriate". Nominations have opened, and one person is being nominated for multiple positions - President, Vice President and Director. Once nominations have closed, voting will take place electronically (whole other question as to who has the ability to see the votes that are cast, but I digress), with a ranking system for each candidate. Just the candidates, and not the position(s) they are running for, is listed on the ballot. What they want to do is look at the total ballots for each candidate, and essentially give the top finisher first dibs at being President. If they have not let their name stand for President, they would be Vice President. The next highest number of votes would get the next position, all the way down the line until all positions are filled. Is this in keeping in any way shape or form with RR? The results are announced at the AGM, with the successful candidates taking their positions from that date. Thanks for any comments you might have. North of 60 ---> Above the Arctic Circle and beating my head against an ice floe!