Guest Anne Posted May 31, 2012 at 12:53 PM Report Share Posted May 31, 2012 at 12:53 PM We are an 80 member club. Meet once a year. Currently if a Board member leaves, the president appoints a new member with the approval of the board and that new member finishes the term of the member he/she replaced. (as the bylaws currently read)A new bylaw will be voted in at this meeting that says the president will appoint and the board approve, but, only till the next meeting. We currently have 5 board members that were appointed. 4 have 1 year left and 1 has 2 years left.When this bylaw is approved, will these 5 positions become immediatly open?The way the agenda is written, the election for the 4 open slots will be on the agenda before the bylaw is voted on, but, the votes won't be counted till the end of the meeting. (written ballot that has both election and bylaw changes on it.)Don't want to make any mistakes, and we are having folks say they go becuase of the new bylaw and folks say they stay as they were appointed to finish a term.Thanks. Link to comment Share on other sites More sharing options...
jstackpo Posted May 31, 2012 at 01:03 PM Report Share Posted May 31, 2012 at 01:03 PM No, the board members currently in office will stay there until the ends of their respective terms.The bylaw change goes into effect immediately upon adoption but, if I understand it correctly without actually reading it, applies only to future vacancies filled by the president, &c. Can't (or sure shouldn't anyway) write "post facto" rule or (by)laws. Link to comment Share on other sites More sharing options...
Guest Edgar Posted May 31, 2012 at 01:07 PM Report Share Posted May 31, 2012 at 01:07 PM Don't want to make any mistakes, and we are having folks say they go becuase of the new bylaw and folks say they stay as they were appointed to finish a term.The new bylaws take effect immediately upon their adoption UNLESS a "proviso" is included that delays their implementation.But, as I see it, I don't think the proposed change will have any effect on the current officers as it would only apply to new vacancies, not current officeholders. Link to comment Share on other sites More sharing options...
Guest Anne Posted May 31, 2012 at 01:19 PM Report Share Posted May 31, 2012 at 01:19 PM Sure appreciate the help guys. They are looking to me for what is correct and I have folks on both sides up in arms. I need to be correct and able to back up why I am correct.The current bylaw says:"When vacancies are created by either dismissal, resignation or otherwise, on the Board of Directors, the President shall nominate and the Board shall confirm replacements to fill the unexpired term."The proposed bylaw reads:If a vacancy arises on the Board of Directors, the Board will elect by a majority vote a replacement from members in good standing. Such elected members will serve on the Board of Directors until the next General Election at which time the stockholders will elect a replacement to fulfill the original term of the vacated position."Advice? Thanks Link to comment Share on other sites More sharing options...
jstackpo Posted May 31, 2012 at 01:20 PM Report Share Posted May 31, 2012 at 01:20 PM No change in my advice... Link to comment Share on other sites More sharing options...
Guest Guest Posted May 31, 2012 at 01:35 PM Report Share Posted May 31, 2012 at 01:35 PM No change in my advice...That is what my gut says also, but, how do I "back that up"?Reading the current bylaws and it says this:A. Number and Terms. The Board of Directors shall be composed of twelve (12) members in good standing. The term of office shall be for three (3) years. Four (4) Directors shall be elected each year and four (4) Directors terms to expire annually. B. Number and Terms. Four (4) Directors shall be elected to serve a three (3) year term to make a total of twelve (12) Directors. Yeah it is in there twice.... was thinking of using this as the basis, that, per the bylaws they are replacing a director that was elected to 3 years, and the bylaws they were appointed under said finish the term. So, they finish the term.Thoughts? Link to comment Share on other sites More sharing options...
Guest Edgar Posted May 31, 2012 at 01:41 PM Report Share Posted May 31, 2012 at 01:41 PM That is what my gut says also, but, how do I "back that up"?Both versions of the bylaws only kick in when there's a vacancy. The terms of office of those (current) officers appointed under the old rules don't change. Only if there is a vacancy after the new rule is adopted would that term expire at the next general election. Link to comment Share on other sites More sharing options...
Guest cfMkNp Posted May 31, 2012 at 01:53 PM Report Share Posted May 31, 2012 at 01:53 PM Both versions of the bylaws only kick in when there's a vacancy. The terms of office of those (current) officers appointed under the old rules don't change. Only if there is a vacancy after the new rule is adopted would that term expire at the next general election.So, what do I use to back up that position? Link to comment Share on other sites More sharing options...
Trina Posted May 31, 2012 at 02:09 PM Report Share Posted May 31, 2012 at 02:09 PM So, what do I use to back up that position?You're looking for something other than common sense?As Edgar said, the bylaw provision (old or new) only kicks in when there is a vacancy. The offices that have already been filled (properly filled in accordance with the existing bylaw provision) are not vacant, plain and simple. You can't fill them again under the new provision for exactly the same reason that you can't fill them a second, third, fourth, etc. time under the old provision -- they aren't vacant.Looking at it another way, suppose people in the organization became dissatisfied with one of the individuals that the board has confirmed to fill a vacant position in the past (say, six months ago). Would those people argue that there is a way for the board to properly appoint a different individual to the office today, just because the office USED TO BE vacant six months ago? I hope not... Link to comment Share on other sites More sharing options...
Guest Robert's is the Rules Posted May 31, 2012 at 04:37 PM Report Share Posted May 31, 2012 at 04:37 PM Since at the time the new bylaw is passed there are no vacancy on the board the contention those already appointed need to be replaced is incorrect. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted May 31, 2012 at 05:22 PM Report Share Posted May 31, 2012 at 05:22 PM Sure appreciate the help guys. They are looking to me for what is correct and I have folks on both sides up in arms. I need to be correct and able to back up why I am correct.The current bylaw says:"When vacancies are created by either dismissal, resignation or otherwise, on the Board of Directors, the President shall nominate and the Board shall confirm replacements to fill the unexpired term."The proposed bylaw reads:If a vacancy arises on the Board of Directors, the Board will elect by a majority vote a replacement from members in good standing. Such elected members will serve on the Board of Directors until the next General Election at which time the stockholders will elect a replacement to fulfill the original term of the vacated position."Advice? ThanksAs the vacancies were filled under the existing bylaw, they were proper at the time they were made, and a bylaws change affecting how people are appointed to vacancies would have no retroactive effect. It would only affect vacancies that arise from the moment the change takes effect (which is the moment it is passed unless some other proviso is included), and into the future unless and until it is changed again at some point. Link to comment Share on other sites More sharing options...
David A Foulkes Posted May 31, 2012 at 05:29 PM Report Share Posted May 31, 2012 at 05:29 PM If a vacancy arises on the Board of Directors, the Board will elect by a majority vote a replacement from members in good standing. Such elected members will serve on the Board of Directors until the next General Election at which time the stockholders will elect a replacement to fulfill the original term of the vacated position."I hear a lot of future tense here, not past tense. Link to comment Share on other sites More sharing options...
Guest Anne Posted May 31, 2012 at 11:18 PM Report Share Posted May 31, 2012 at 11:18 PM I hear a lot of future tense here, not past tense.Good point.....Thanks Link to comment Share on other sites More sharing options...
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