election of board officers after general elections

[Guest Steven V. Agraviador]

Our bylaws states that the general assembly elects members to the board. The same bylaws also states that after the new members to the board are elected, they shall meet, within ten days, to elect from among themselves the chairman and the vice-chairman. The bylaws does not state how the election will be done-does the previous chairman preside over this or the board secretary may facilitate the election?

[Chris Harrison]

The Chairman presides. If the Chairman is absent (or the office is vacant) the Vice Chairman would preside. If both the Chairman and Vice Chairman are absent (or their offices are vacant) the Secretary would preside over the election of a Chair pro tem.

[Guest Steven V. Agraviador]

But the new set of board members does not have a chairman or vice-chair yet. they have to elect them yet. The previous chair, for me, can not preside over the new set of board members. Am i correct?

[Chris Harrison]

That depends on how the term of office for the Chair and Vice Chair is defined in the bylaws. If the term is for a specific time period and/or until their successor is elected (or similar language) then they would continue to serve until someone is elected. If the term is for a fixed time period without any other qualifying language then yes the offices would fall vacant after their term expires. See RONR pp. 573-574 ll. 33-7.

[Guest Steven V. Agraviador]

Thank you.