president not reelected to board of directors

[Guest Ruth M]

Our president was not re-elected to the board of directors,. Her term had expired and she did not stand for re-election. Our by-laws state that board may elect a new executive at first board meeting of the new FY. New Board has not met to date. Prior president insists she is still president. Several members disagree.

Who is right?

[David A Foulkes]

This likely depends on the language in your bylaws that defines the term of office. If it says something along the lines of "term of office shall be __ years, or until successors are elected", then the President may in fact still be in office. If the bylaws state the term of office "shall be __ years" with no other qualifying language, then it's probably that the President is no longer in office.

So, what do your bylaws say about term of office?

[jstackpo]

It will depend on some precise terminology in your bylaws describing the president's term of office.

See RONR, pp. 573-574 fo rthe details.

[Guest Edgar]

Who is right?

As noted, it depends on what your bylaws say.

Must your president be a member of your board of directors? RONR assumes no direct, automatic connection between the two offices.

And what do you mean by the board electing a new "executive"? Do you mean a new president? Do you mean an executive committee?

[g40]

As stated by others, the answer should be in your bylaws.

One typical arrangement is that the officers must be elected from the board. You have to be a board member to be an officer. In such an organization, the term of office for the officers is usually one year and the board has a meeting each year to elect officers. When you are researching the bylaws (or other governing documents) look to see if this is your organization's structure. If so, what might have happened is that the organization is not following its own election procedures.