Guest Allen Posted December 15, 2011 at 04:16 AM Report Share Posted December 15, 2011 at 04:16 AM Can an officer to a board of director be elected if he/she may not be able to complete because their term on the board as a member expires before the term of the officer is scheduled to end? Link to comment Share on other sites More sharing options...
Chris Harrison Posted December 15, 2011 at 04:41 AM Report Share Posted December 15, 2011 at 04:41 AM RONR doesn't prohibit it. Also, depending on if the bylaws require the officer be a Board member (which wouldn't be required unless the bylaws say so) the officer may be able to continue in office even after the term on the Board has expired. Link to comment Share on other sites More sharing options...
Guest Mike Thomas Posted December 15, 2011 at 07:41 AM Report Share Posted December 15, 2011 at 07:41 AM Last night our Association had a vote for Vice President and the candidate that won was not supported by the current President. In a tantrum, the President resigned from the Association and appointed our Treasurer the new President to serve out the remainder of his 2 year term (until December of next year). The Vice President supporting this President resigned as did the Secretary. The newly elected VP does not take office until January 1st of 2012.With the resignations, we do not have a required quorum to conduct business and I am not sure if the out-going President can appoint his replacement. Our By-laws state that any appointment must be approved by the Executive Board, but we cannot conduct any business of the Association without the mandated quorum (which we will not have until January 1st 2012). Is there anything in Robert's Rule that might cover this? We are governed by Robert's in the absence of a governing by-law. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted December 15, 2011 at 10:33 AM Report Share Posted December 15, 2011 at 10:33 AM Last night our Association had a vote for Vice President and the candidate that won was not supported by the current President. In a tantrum, the President resigned from the Association and appointed our Treasurer the new President to serve out the remainder of his 2 year term (until December of next year). The Vice President supporting this President resigned as did the Secretary. The newly elected VP does not take office until January 1st of 2012.With the resignations, we do not have a required quorum to conduct business and I am not sure if the out-going President can appoint his replacement. Our By-laws state that any appointment must be approved by the Executive Board, but we cannot conduct any business of the Association without the mandated quorum (which we will not have until January 1st 2012). Is there anything in Robert's Rule that might cover this? We are governed by Robert's in the absence of a governing by-law.This probably violated the vacancy-filling provisions in your bylaws, which you will need to read carefully, and then answer the following questions:Does the president even have the power to make appointments to fill vacancies in the first place? Was the president's resignation formally accepted? If not, there was no vacancy to fill, so nobody would be authorized to appoint someone to fill it.If so, then the president was no longer president, and no longer had the power to fill vacanies. The Vice President, at that point would have become president, and as new president would have the power to fill the vacancy that then existed in the vice-presidency, which he just vacated.What is your quorum requirement exactly? If it is a fixed number, you may need to wait until the new president takes office and you can fill the remaining seats. (This is one reason why RONR provides that new officers take office immediately but, sadly, your bylaws do not.)If it is a fraction (possibly a majority) of board members, then you now have fewer (breathing) members and should recalculate the number. Link to comment Share on other sites More sharing options...
Josh Martin Posted December 16, 2011 at 03:23 AM Report Share Posted December 16, 2011 at 03:23 AM In a tantrum, the President resigned from the Association and appointed our Treasurer the new President to serve out the remainder of his 2 year term (until December of next year). The Vice President supporting this President resigned as did the Secretary.Have any of the resignations been accepted? If not, they are still members of the board.With the resignations, we do not have a required quorum to conduct business and I am not sure if the out-going President can appoint his replacement. Our By-laws state that any appointment must be approved by the Executive Board...Well, then it sounds like the President cannot appoint his replacement. Also, in the usual case, the VP automatically becomes President, but that doesn't matter much in this case since the VP is resigning as well.but we cannot conduct any business of the Association without the mandated quorum (which we will not have until January 1st 2012). Is there anything in Robert's Rule that might cover this? We are governed by Robert's in the absence of a governing by-law.I'm curious as to what exactly your quorum is, but I suspect you may be right. RONR doesn't provide a workaround for a body which cannot obtain a quorum. I think your board may well be unable to conduct substantive business until January 1st.If it is a fraction (possibly a majority) of board members, then you now have fewer (breathing) members and should recalculate the number.Resignations must be accepted before they are effective. Since it seems quite possible that the resignations have not been accepted, they would still be board members. If they don't show up to the meetings, it is indeed possible that the board will be unable to meet its quorum requirement, Link to comment Share on other sites More sharing options...
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