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Unqualified members voted in as officers


Guest Dale Copeland

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Guest Dale Copeland

When the company bylaws state the qualifications to run for an office and an individual is nominated and is elected to the office and does not meet the qualifications can the election be declared invalid ? Also if there is an election to fill the position that was made vacant as a result of that election can that be declared invalid or is that a good election ?

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When the company bylaws state the qualifications to run for an office and an individual is nominated and is elected to the office and does not meet the qualifications can the election be declared invalid ? Also if there is an election to fill the position that was made vacant as a result of that election can that be declared invalid or is that a good election ?

The election of an ineligible person is, indeed, invalid, RONR (10th ed.), p. 244, ll. 10-11. The proper procedure is for a member to raise a Point of Order that the officer was invalidly elected on account that he was ineligible, RONR (10th ed.), §23, pp. 240ff. Previous notice (pp. 116-118) of the election to fill the resulting vacancy must be given for validity, RONR (10th ed.), p. 279, ll. 21-30. If the required notice was not given, the special election to fill the vacancy is invalid, RONR (10th ed.), p. 244, ll. 21-23. Again, the proper procedure is for a member to raise a Point of Order that the election was invalid on account that previous notice was not validly given.

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The election of an ineligible person is, indeed, invalid, RONR (10th ed.), p. 244, ll. 10-11. The proper procedure is for a member to raise a Point of Order that the officer was invalidly elected on account that he was ineligible, RONR (10th ed.), §23, pp. 240ff. Previous notice (pp. 116-118) of the election to fill the resulting vacancy must be given for validity, RONR (10th ed.), p. 279, ll. 21-30. If the required notice was not given, the special election to fill the vacancy is invalid, RONR (10th ed.), p. 244, ll. 21-23. Again, the proper procedure is for a member to raise a Point of Order that the election was invalid on account that previous notice was not validly given.

However, if the qualifications were only to run for office and not stated as being required to hold office, the person is properly in office.

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You don't believe that the qualifications for being elected to an office are any different than qualifications to hold it?

Without trashing Mr. Copeland's thread I tend to believe "There is a presumption that nothing has been placed in the bylaws without some reason for it."

We can't ascertain that reasoning here, but it doesn't jibe in my puny mind that it's not ok for George to be nominated, but it's perfectly ok for him to be elected.

I try not to make it more complicated than that...though there are cases where it will be more complicated, hence my "general" disagreement with Larry's seemingly absolute statement.

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Without trashing Mr. Copeland's thread I tend to believe "There is a presumption that nothing has been placed in the bylaws without some reason for it."

We can't ascertain that reasoning here, but it doesn't jibe in my puny mind that it's not ok for George to be nominated, but it's perfectly ok for him to be elected.

I try not to make it more complicated than that...though there are cases where it will be more complicated, hence my "general" disagreement with Larry's seemingly absolute statement.

I believe in that principle as well, and in its corollary, that omissions from the bylaws are also intentional. So, when I see a eligibility requirement for election, and only for election, I presume that the person could complete his term even if the qualification were no longer met. For example, there might be an eligibility requirement that to be elected Director of Youth Programs, a person must be less than 35 years old. I would hold that once properly elected, this VP could serve a complete term, even if he turned 35 the next week. This on the presumption that if the drafters had meant for him to be excluded from holding office they could have said so, but chose not to.

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This on the presumption that if the drafters had meant for him to be excluded from holding office they could have said so, but chose not to.

In general, I respectfully disagree. B)

I haven't worked with hundreds of organizations, but some of the few I have typically include some language in the bylaws that defines the qualifications for a person to be nominated for election. I feel this is based on the premise that you only get into office if you are first nominated, and thus this guardian at the gate prevents unqualified persons from getting into office. The organizations don't apparently consider write-in candidates, or person who fill vacancies. It's a short-sightedness that has been demonstrated on this forum many times with similar such questions.

While I'd like to subscribe to the theory that what is in the bylaws (and what is not) is purposefully extant (or not), I think ignorance of the subtleties of bylaw language plays a larger role than is given credit.

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However, if the qualifications were only to run for office and not stated as being required to hold office, the person is properly in office.

This statement essentially means that the exact language of the bylaws will be the determining factor.

If Mr. Cisar had specifically said that a person can be validly in office by the means of an invalid election of that person without any other contributing factors, I would quickly team with George in opposing this sentiment. However, I'm not hearing that statement, yet.

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However, if the qualifications were only to run for office and not stated as being required to hold office, the person is properly in office.

I believe it is perfectly possible to be elected to office without running for the position, or even being aware of being elected. It, frankly, has happened to me.

That said, I do not recall ever seeing a bylaw provision stating "To be qualified to run for office...," or "No person shall run for office... ." From a procedural standpoint, I could not define the word "run."

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While I'd like to subscribe to the theory that what is in the bylaws (and what is not) is purposefully extant (or not), I think ignorance of the subtleties of bylaw language plays a larger role than is given credit.

Oh, I'm sure that's right, but then what advice can we give someone who is stuck with unsubtle bylaws, except that they are stuck with them?

The organization does not get a pass just because its drafters didn't appreciate the subtleties of setting a quorum too high, or having nomination requirements nobody can meet. Interpreting bylaws is a slippery enough proposition when just trying to figure out what they actually mean without adding in the uncertainty of trying to figure out how close to the meaning is close enough.

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