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appointment to board


Guest Robert

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Our association is made up of 7 board members serving 3 year terms. Elections are held annually. Last year a new board member resigned after serving approx. 1 month. The remaining board chose to appoint 1 person from 3 possible candidates to fulfill this position. Being nothing is indicated in our bylaws regarding this situation, my question would be. Does the person appointed fulfill the remaining term of 3 years or do they only serve until the next election?

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if the General Membership elects Board members and there is no vacancy filling provision in the bylaws then the Board didn't have the authority to fill the vacancy and the person who was appointed was not validly done so. Also, if there is no vacancy filling provision in the bylaws whoever the General Membership elects to fill the vacancy serves the remainder of the 3 year term.

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if the General Membership elects Board members and there is no vacancy filling provision in the bylaws then the Board didn't have the authority to fill the vacancy and the person who was appointed was not validly done so.

Chris,

There is a provision in RONR, new to the 11th edition, that states, "In the case of a society whose bylaws confer upon its executive board full power and authority over the society’s affairs between meetings of the society’s assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society’s assembly." (p. 467, ll. 28-35)

So, even if there is a general membership that elects the board, and even if the bylaws contain no provisions regarding the filling of vacancies, it is possible that the board has the power to fill vacancies.

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Well, I dunno. The "term of office" business -- depending on the details, of course -- relates more to the removal of someone from office, than how to fill a vacancy "caused" by a voluntary self-removal (AKA resignation).

This is discussing Guest_Tom's question, by the way, not that of the OP.

But it is going to depend on exact terms of the bylaws, so read them carefully.

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Well, I dunno. The "term of office" business -- depending on the details, of course -- relates more to the removal of someone from office, than how to fill a vacancy "caused" by a voluntary self-removal (AKA resignation).

Well, what I meant to suggest, without disagreeing with your previous comments, was that the authority to fill a mid-term vacancy might not imply the authority to, in effect, re-create that vacancy over and over again by removing the appointee from office. I'm not sure of the textual justification for this opinion but it just seems that a rule that gives the president the authority to fill a mid-term vacancy doesn't give him the authority to create a mid-term vacancy. In other words, it's different from filling a position that's appointed by the president in the first place (i.e. always appointed by the president).

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I think we are closing in on the same thing -- I am just going by p. 177 & 497, which give the president full authority to remove and replace committee members, provided he has the power of initial appointments in the first place.

In an elected board - the secretary position in this case - the president doesn't have the initial power to put a person in the job (that's, presumably, the voters' job) , but if he DOES have the power to fill subsequent vacancies (that's where the bylaws come in) in those (elected) positions completely on his own, then by analogy, it seems to me that then gives him subsequent "remove and replace" powers until the next election. He can't remove the originally elected person, but he can, later, remove the person he put in the job when the job became vacant because the elected person resigned (or whatever).

I don't think the book covers this sort of "second degree" appointment possibility -- any A-Team folks listening? Or maybe the new text on p. 467, line 26 does. That text includes "offices and boards" as well as pointing to committee vacancies elsewhere in the book.

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I think we are closing in on the same thing -- I am just going by p. 177 & 497, which give the president full authority to remove and replace committee members, provided he has the power of initial appointments in the first place.

In an elected board - the secretary position in this case - the president doesn't have the initial power to put a person in the job (that's, presumably, the voters' job) , but if he DOES have the power to fill subsequent vacancies (that's where the bylaws come in) in those (elected) positions completely on his own, then by analogy, it seems to me that then gives him subsequent "remove and replace" powers until the next election. He can't remove the originally elected person, but he can, later, remove the person he put in the job when the job became vacant because the elected person resigned (or whatever).

I don't think the book covers this sort of "second degree" appointment possibility -- any A-Team folks listening? Or maybe the new text on p. 467, line 26 does. That text includes "offices and boards" as well as pointing to committee vacancies elsewhere in the book.

I don't think that the procedure for removal or replacement of an officer would depend on whether the officer was the original appointee or was appointed to fill a vacancy, unless the bylaws specifically say so.

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Yeah... but...

The point of the question (which has become my question, I suppose) is that the officer wasn't originally "appointed" (by any individual) but was elected to the position in question. Subsequently he quit, leaving a vacancy which the president, per proper bylaw rules, filled by appointment. Now the president is unhappy with his appointee and wants to replace him.

Can he do so completely on his own, even though the position is basically (originally) filled by election?

I am saying yes, since the incumbent now in the position wasn't elected, but was put there by the president.

If the person in the officer position was what SG called the "original appointee" -- actually "original electee" might be a more accurate term -- then the president certainly could NOT remove him, and thus create a vacancy. So I think it does make a difference how the person in the position got there.

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If the person in the officer position was what SG called the "original appointee" -- actually "original electee" might be a more accurate term -- then the president certainly could NOT remove him, and thus create a vacancy. So I think it does make a difference how the person in the position got there.

And I think it doesn't make a difference. Shall we go 'round once more? :)

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Sure...

Are you really saying that, when the president has the authority to fill vacancies (per bylaws) all by himself, that he is free to remove from office any elected officer? At any time? Like right after election night, when "his" favored candidate has just lost (so he can put his buddy in the office)?

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Sure...

Are you really saying that, when the president has the authority to fill vacancies (per bylaws) all by himself, that he is free to remove from office any elected officer? At any time? Like right after election night, when "his" favored candidate has just lost (so he can put his buddy in the office)?

No, I'm saying the opposite. If the office is one whose occupant is normally elected by the membership but which has been filled by the president because of a vacancy that arose, I believe that the president does not have the power to remove his own appointee. His authority to appoint is expired as soon as the vacancy is filled.

However, he is still the "appointing authority" for the purpose of accepting any future resignations for offices which he will have the power to fill the resulting vacancy in, just as he was able to accept the resignation of the previously elected officer.

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OK, That's reasonable, but flies in the face of "If a single person ... has the power of appointment, he has the power to remove or replace a member so appointed", p. 177.

Granted, I am arguing by analogy since p. 177 refers to committees, but p. 467 could be read as extending that power to "any office or Board", as it does extend the filling vacancy power to an executive board.

Looks like a grey area - hello 12th! - always something.

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Is this truly a grey area? When I first read Guest_TOM's (post #4) question a few days ago, my immediate reaction was that of course the President couldn't throw out the appointed board member -- once the person was appointed, she would just be a board member exactly like any other. However, then I wondered what would happen if the voters who (presumably) elected the board members in the first place wanted to remove that appointed person, and suppose the society had the 'or successor elected' languange in the definition of the term of office. Yes, they could rescind the election; however, since the current secretary wasn't elected, rescinding the election wouldn't seem to do the job of getting her out of office. So, I was perplexed, since the appointed-to-fill-vacancy board member really wasn't exactly the same as all the other board members.

Then Dr. Stackpole came along with the theory that the President could un-appoint anyone he appointed, followed by Mr. Gerber with the alternate view that the power to appoint expires once the appointment is made. Mr. Gerber's view makes more sense to me, but I'm still puzzled about the not-quite-the-same status of the appointed board member.

Am I right that such a person could not be removed by rescinding the election (of her predecessor)? If that's true, the appointed person could only be removed by full disciplinary procedures, whereas all her colleagues could be removed at the pleasure of the voters. That seems an odd lacuna in the rules :mellow: .

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A lacuna, indeed.

A technical point: the new stuff on p. 574 has done away with the business of "rescinding the election" that was in the 10th ed., and replaced it with a simple (unambiguous as to what happens next) "removal of officers". So all that matters with respect to the difficulty of removing an officer (removal via trial, or removal via 2/3 vote) is the "... or until..." vs. "...and until..." clause in the description of the term of office. The officer could be the originally elected one, or an appointed replacement who filled a vacancy, makes no difference.

I still like my interpretation that the appointer of the vacancy filler could remove him on his own, but agree that it isn't on the firmest of grounds. I don't know what SG means by "the power to appoint expires..." Surely the appointing person could keep on appointing as long as people keep resigning. And with the (continuing) power to appoint comes the power to remove.

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I don't know what SG means by "the power to appoint expires..." Surely the appointing person could keep on appointing as long as people keep resigning. And with the (continuing) power to appoint comes the power to remove.

Mr. A submits his resignation. The president, having the power to fill the vacancy that would be created by the resignation (according to the scenario created by Dr. Stackpole), accepts A's resignation and then appoints Mr. B. The president's power to appoint B to fill the vacancy has now expired (because the vacancy no longer exists), and Mr. B serves the remainder of Mr. A's term and can be removed or replaced under the same conditions as Mr. A could have been. That's what I'm saying.

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A lacuna, indeed.

A technical point: the new stuff on p. 574 has done away with the business of "rescinding the election" that was in the 10th ed., and replaced it with a simple (unambiguous as to what happens next) "removal of officers". So all that matters with respect to the difficulty of removing an officer (removal via trial, or removal via 2/3 vote) is the "... or until..." vs. "...and until..." clause in the description of the term of office. The officer could be the originally elected one, or an appointed replacement who filled a vacancy, makes no difference.

...

Sure enough -- it just says 'remove' on p. 574 (also on p. 653 ll. 23-30). Not sure why that detail of the new rule hadn't percolated through for me. Thanks for pointing that out. I guess I was worrying about an inconsistency in the 10th edition that no longer exists in the 11th :) .

To me, the new language makes it more consistent (appointed member is a member on totally equal footing with the elected people), and the president has no more right to kick out the appointed-to-fill-a-vacancy member than he has a right to kick out any other board member.

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