Guest Robert_1970 Posted May 9, 2012 at 05:51 PM Report Share Posted May 9, 2012 at 05:51 PM Our bylaws incorporate Robert's as the parlimentary procedures. Our bylaws allow the Trustees to elect other officers as they see fit in addition to the Pres, VP, Sec and Treasurer. The Board of Trustees, by majority vote, has elected a Trustee to fill a liaison position with the staff. The Liaison Trustee is not fulfilling the duties to the satisfaction of the Board. The Board desires that the individual be removed and another liaison be elected. The question is how to accomplish this task.It would appear that the since the Board is the sole authority in electing the Liaison that the Board has the power to remove the liaison.It would appear that the Board can remove the liaison by a motion to amend something previously adopted since the election to the position was by a motion that the Board approved by majority vote.The motion to amend would require a majority vote if notice is provided, 2/3's vote without notice, or a majority of the entire membership. In this case, the entire membership would consist of the entire Board.Is the sequence and logic correct?Thank you. Link to comment Share on other sites More sharing options...
Chris Harrison Posted May 9, 2012 at 06:00 PM Report Share Posted May 9, 2012 at 06:00 PM How do the bylaws define the terms of office for these officers that the Board elects? Is it a fixed term (x years) or a fixed term with qualifying language (x years and/or until their successor is elected or some similar language)? Depending on how the terms are defined it might be that the officer can be removed with the same voting requirement as Rescind/Amend Something Previously Adopted (the 11th Edition no longer allows elections to be "rescinded") or it may take a full length Chapter XX trial . Link to comment Share on other sites More sharing options...
Guest Robert_1970 Posted May 9, 2012 at 06:24 PM Report Share Posted May 9, 2012 at 06:24 PM The bylaws do not define any term related to these officers, only terms to the Trustees and the Pres, VP, Sec, and Trea. The exact and only wording is "The trustees may elect such other officers as they deem necessary." Link to comment Share on other sites More sharing options...
Chris Harrison Posted May 9, 2012 at 06:52 PM Report Share Posted May 9, 2012 at 06:52 PM The bylaws do not define any term related to these officers, only terms to the Trustees and the Pres, VP, Sec, and Trea. The exact and only wording is "The trustees may elect such other officers as they deem necessary."So when one of these "officers" are elected how long do they serve? Until they resign from the office? Until they are no longer a member of the Board? Until they are no longer a member of the organization? Until they die? Until the Universe itself ceases to exist? Link to comment Share on other sites More sharing options...
jstackpo Posted May 9, 2012 at 08:27 PM Report Share Posted May 9, 2012 at 08:27 PM Expanding slightly on what Chris said...Your "other officers they deem necessary" phrase in your bylaws is not a provision in any way defined in RONR.You are completely on your own in figuring out what it means and how to deal with those "deemed" officers; RONR deals ONLY with lists of officers that are explicitly described in the bylaws. Looks like you have four of them.Which is why Chris raised his questions. Link to comment Share on other sites More sharing options...
Guest Robert_1970 Posted May 13, 2012 at 03:26 PM Report Share Posted May 13, 2012 at 03:26 PM Thank you all for your responses. It seems that the best answer is we are on our own.As to the question of terms; I looked again and have found that on close inspection the bylaws are lacking.Our Board consists of 7 Trustees. We elect at an Annual Meeting 3 new Trustees in one year and 4 new Trustees in the alternating years. Quoting the bylaws "Trustees shall serve for two year terms." No further qualification. From this set of 7, the Trustees elect the Pres, VP, Sec, and Trea as well as a liasion. There are no terms specifically set for any of the officers. We are required to have a Trustee meeting immediately following the Annual meeting. "Custom" has it that at this required meeting all officers, the 4 principals and the liaison, are elected each year. However, the bylaws do not specify that. An equally valid approach is to elect only those officers that were replaced due to the election results and those that otherwise resign.Again, thanks for the responses.Robert_1970 Link to comment Share on other sites More sharing options...
jstackpo Posted May 13, 2012 at 03:36 PM Report Share Posted May 13, 2012 at 03:36 PM You are indeed "on your own" but one of the first things to do (on your own) is amend he bylaws to clarify things.Also, and important, see p. 574 about how to phrase the "term of office" provision in those bylaws. It will pay off, I'll bet, in the future. Link to comment Share on other sites More sharing options...
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