Guest Loose Posted October 11, 2011 at 09:13 PM Report Share Posted October 11, 2011 at 09:13 PM Our bylaws say:Officers (i.e. pres, vp, secretary, treas) of the board are elected at the annual meeting of the board and serve until the next annual meeting of the board or until a successor is elected. Directors of the board are elected at the annual membership meeting (prior to the annual board meeting). So when you walk into the room at the beginning of the first meeting of the new board of directors the officers running the meeting are from the outgoing board. They preside just long enough to elect the new officers? And the old officers are not eligible at that time to run for officer again? Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 11, 2011 at 09:29 PM Report Share Posted October 11, 2011 at 09:29 PM They preside just long enough to elect the new officers?Yes, officers assume office the moment their election is complete. But only the president presides, assuming he's still a member of the board (and needs to be).And the old officers are not eligible at that time to run for officer again?Nothing in RONR imposes term limits on any office. Perhaps your bylaws do? Link to comment Share on other sites More sharing options...
Trina Posted October 11, 2011 at 09:36 PM Report Share Posted October 11, 2011 at 09:36 PM I guess you have to follow your bylaws.>>serve until the next annual meeting of the board or until a successor is elected<<Whichever condition is met first would, logically, satisfy the OR clause. If there is ambiguity in the bylaws, interpretation of the bylaws is the responsibility of the organization (see RONR 11th ed. pp.588-591 for some principles of interpretation).There is nothing wrong, incidentally, with starting the meeting without elected officers in place -- lots of organizations do that (if a pool of undifferentiated directors is chosen by the general membership, for example), and conduct an election for officers as pretty much their first order of business.If a serving officer was elected as a director again at the annual membership meeting, presumably he or she would be eligible to run for officer again, unless your bylaws contain relevant rules about term limits.Is there something more complicated behind your question about the eligibility of 'old' officers? Link to comment Share on other sites More sharing options...
Bruce Lages Posted October 12, 2011 at 02:28 AM Report Share Posted October 12, 2011 at 02:28 AM I think a case could be made that, once the new board is elected by the membership, the previous officers of the board are no longer in office, even if they are re-elected to board positions, based on RONR, 11th ed. p.489, ll 10-15. Certainly, the new board can elect the previous president, if he remains on the board, to serve as chair pro tem, but I'm not certain that he is still president at that point. Link to comment Share on other sites More sharing options...
Guest Guest Posted October 12, 2011 at 08:51 AM Report Share Posted October 12, 2011 at 08:51 AM Thanks for the clarification! Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 13, 2011 at 06:17 PM Report Share Posted October 13, 2011 at 06:17 PM Our bylaws say:Officers (i.e. pres, vp, secretary, treas) of the board are elected at the annual meeting of the board and serve until the next annual meeting of the board or until a successor is elected. Directors of the board are elected at the annual membership meeting (prior to the annual board meeting). So when you walk into the room at the beginning of the first meeting of the new board of directors the officers running the meeting are from the outgoing board. They preside just long enough to elect the new officers? And the old officers are not eligible at that time to run for officer again?No, as soon as the election takes place, the former officers are no longer officers, and former board members are no longer board members. There's nothing ambiguous in your provision.So only the new board is present at the new board meeting. (Outgoing members have already outwent).This is sometime referred to as a Reorganization Meeting, and the first (and sometimes only) item of business is the election of officers. If the board has a permanent (often paid) clerk, secretary, or executive director, that person can preside, or a president pro-tem can be elected, who would ask for nominations and conduct an election of the new president.The new president would take over the meeting and preside over the election of other officers. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 13, 2011 at 07:53 PM Report Share Posted October 13, 2011 at 07:53 PM I guess you have to follow your bylaws.>>serve until the next annual meeting of the board or until a successor is elected<<Whichever condition is met first would, logically, satisfy the OR clause. Trina, a reading of RONR(11), p. 574, ll. 19-22, might change your opinion on this. Link to comment Share on other sites More sharing options...
Trina Posted October 13, 2011 at 09:02 PM Report Share Posted October 13, 2011 at 09:02 PM Trina, a reading of RONR(11), p. 574, ll. 19-22, might change your opinion on this.I think you're right, and I've stumbled over this logical oddity before in RONR. I keep reverting to my background in digital design, where the meaning of OR is more clear-cut."serve for 2 years or until a successor is elected" (a specific instance of your citation) doesn't give equal weight to the two terms, since the 'until a successor is elected' clause always carries more weight than the 'for 2 years' clause. If the society wants to throw the officer out, they can elect a successor earlier than 2 years. On the other hand, if no election takes place at the end of the 2 year term, the officer stays in office past 2 years -- until a successor is elected.I'm not sure whether"serve until the next annual meeting of the board or until a successor is elected"follows the same RONR flavor of the word 'OR', or whether it could be the normal logical OR. Perhaps one should assume that 'until a successor is elected' has the same unique weight in this case also.Thank you, by the way, for directing me to p. 574 -- there seems to be a change in the definition of the conditions under which the membership can remove an officer whose term is defined this way -- now described as 'at the pleasure of the membership' (with no implication that the removal must be for cause, as I seem to remember from the 10th edition). The further explanation on pp. 653-654 seems pretty clear that the officer need not have done anything wrong... Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted October 16, 2011 at 05:24 AM Report Share Posted October 16, 2011 at 05:24 AM Thank you, by the way, for directing me to p. 574 -- there seems to be a change in the definition of the conditions under which the membership can remove an officer whose term is defined this way -- now described as 'at the pleasure of the membership' (with no implication that the removal must be for cause, as I seem to remember from the 10th edition). The further explanation on pp. 653-654 seems pretty clear that the officer need not have done anything wrong...That's right, the officer needn't have done anything wrong (but since he's being kicked out anyway, he may as well have done so, right?). Link to comment Share on other sites More sharing options...
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