Guest Cindy D Posted June 1, 2012 at 02:14 AM Report Share Posted June 1, 2012 at 02:14 AM Our ByLaws state that there will be 11 board members. 8 board members elected by the membership and three appointed by the President. Can the president appoint herself as two of those three positions? Will that give her more than one vote? Link to comment Share on other sites More sharing options...
Josh Martin Posted June 1, 2012 at 02:17 AM Report Share Posted June 1, 2012 at 02:17 AM Can the President appoint himself as two of those three positions?Yes, but there would be no point in doing so unless the positions have varying responsibilities. If the positions include an Editor and a Webmaster (for example), the President is free to appoint himself to both if he feels like doing extra work. If the positions are simply all "Director," however, appointing himself to them would be rather silly.Will that give her more than one vote?No. Unless the Bylaws provide otherwise, the rule is one vote per person, not one vote per position. No matter how many hats he wears, the President is only one person. Link to comment Share on other sites More sharing options...
Tim Wynn Posted June 1, 2012 at 02:19 AM Report Share Posted June 1, 2012 at 02:19 AM Our ByLaws state that there will be 11 board members. 8 board members elected by the membership and three appointed by the President. Can the president appoint herself as two of those three positions? Will that give her more than one vote?See RONR (11th ed.), p. 407, ll. 1-10, for the paragraph titled ONE PERSON, ONE VOTE. The name says it all. Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 1, 2012 at 02:32 AM Report Share Posted June 1, 2012 at 02:32 AM Yes, but . . .And to think I was going to say, "No", thinking that no one can sit in three seats at the same time. Link to comment Share on other sites More sharing options...
Guest Guest Posted June 1, 2012 at 11:32 AM Report Share Posted June 1, 2012 at 11:32 AM Thank you for your responses! Is the following correct? Our ByLaws say the Board will have 11 members. The president has appointed herself to two of the other positions on the Board.. Now the Board has 9 voting members. Is this not a violation of the ByLaws? ( A quorum is 8 and I see problems ahead ) Link to comment Share on other sites More sharing options...
Bruce Lages Posted June 1, 2012 at 03:52 PM Report Share Posted June 1, 2012 at 03:52 PM I think the answer to your question is going to come down to an interpretation of your bylaws by the membership. Here's how the situation appears to me:Assume your board is composed of holders of specific offices ( i.e., president, vice-president, secretary, and treasurer) plus multiple individuals designated only as 'directors'. RONR has no restrictions on an individual holding more than one office, and if your bylaws have no such restriction, it is entirely possible to have one person serve as secretary and treasurer, for example. In that case, your total board membership would be one less than what is stated in the bylaws, and I don't see that as a violation of your rules.If the remaining 7 positions on your board are the 'directors', then Josh Martin has already indicated in post #2 that it makes no sense to have one person hold two director positions. I think it would be valid for your group to consider such an arrangement a violation of your bylaws. Here's why - there are occasional questions raised on this forum about electing two people to one office, usually in the form of co-presidents. The argument against this is that if the bylaws specify that the officers will include a president, then there can be only one such officer. Your case could be the logical converse of that argument, that is, if your bylaws specify that there will be 7 directors, then one person can not serve as two or more directors.I don't see this stated specifically anywhere in RONR, but if you use the principles of interpretation for bylaws starting on p. 588, I think this could be a valid conclusion. Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 1, 2012 at 10:35 PM Report Share Posted June 1, 2012 at 10:35 PM Yes, but there would be no point in doing so unless the positions have varying responsibilities. If the positions include an Editor and a Webmaster (for example), the President is free to appoint himself to both if he feels like doing extra work. If the positions are simply all "Director," however, appointing himself to them would be rather silly.But Cindy didn't ask if it was pointless, or silly, she asked if it can be done, which I believe is to ask is there in fact any rule (in RONR) against it? Nothing in RONR precludes the President from also being the VP, Secretary and Treasurer, as inadvisable as we all (can I say w'all, Chris H?) know that to be. So how about the President also holding two Director positions on the board, as inadvisable as that may also be? Is there a rule that would be broken? Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 1, 2012 at 10:42 PM Report Share Posted June 1, 2012 at 10:42 PM Is there a rule that would be broken?Yes. The Rule of Logic. Link to comment Share on other sites More sharing options...
David A Foulkes Posted June 1, 2012 at 10:46 PM Report Share Posted June 1, 2012 at 10:46 PM Yes. The Rule of Logic.What chapter is that in? Link to comment Share on other sites More sharing options...
Trina Posted June 1, 2012 at 10:49 PM Report Share Posted June 1, 2012 at 10:49 PM Thank you for your responses! Is the following correct? Our ByLaws say the Board will have 11 members. The president has appointed herself to two of the other positions on the Board.. Now the Board has 9 voting members. Is this not a violation of the ByLaws? ( A quorum is 8 and I see problems ahead )Is the president taking on additional responsibilities (tasks that the holders of these positions are expected to carry out for the organization)? Is there a shortage of other members willing to take on these jobs? Did the president ask other people if they were willing to serve before appointing herself to the positions? Are efforts still being made to find other people to do these jobs?The thing I'm getting at (in a roundabout way) is that it is not at all uncommon to have the bylaws specify the number of members on a board, and for an organization to fail to meet that prescribed number from time to time (vacancies or unfilled offices occur all the time, for a variety of reasons). It's not a bylaws violation, at least not in the sense that someone can make a point of order (pointing out the violation) and that the violation can then promptly be ended. The business of the organization goes on, even if the board (temporarily) does not have as many members as it should have, according to bylaws.edited to add:Given the title of your post, I do wonder what the motivations of the president are, in your view. Certainly she would not, under the rules in RONR, get additional votes by appointing herself to these additional positions. It seems to me that if other people are willing and able to fill these positions, and if she is appointing herself when others could do the job, then the members of the organization may want to engage in some interpretation of the bylaws to clarify what should happen in such a situation (see RONR 11th ed. pp. 588-591 for some principles of interpretation). Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 4, 2012 at 08:01 PM Report Share Posted June 4, 2012 at 08:01 PM Where the positions are indistinguishable, such as "Director", then I don't believe one person can hold two (or more) of the positions. If I recall correctly, it is not possible for one person to be elected to two such positions, so why should it be possible to be appointed to them? Link to comment Share on other sites More sharing options...
Josh Martin Posted June 5, 2012 at 05:24 AM Report Share Posted June 5, 2012 at 05:24 AM Is the following correct? Our ByLaws say the Board will have 11 members. The president has appointed herself to two of the other positions on the Board.. Now the Board has 9 voting members. Is this not a violation of the ByLaws? ( A quorum is 8 and I see problems ahead )Well, I would first inform the President that this plan will not earn him extra votes and see if he changes his mind about it. If he does not, then you could go with the Bylaws interpretation angle (see RONR, 11th ed., pgs. 588-591), but I'd personally be more inclined to take a look at the disciplinary procedures in your Bylaws (or Ch. XX if your Bylaws are silent). If the President insists on seeking loopholes to benefit himself to the detriment of the board and the society, the society may be better off without him.But Cindy didn't ask if it was pointless, or silly, she asked if it can be done, which I believe is to ask is there in fact any rule (in RONR) against it? Nothing in RONR precludes the President from also being the VP, Secretary and Treasurer, as inadvisable as we all (can I say w'all, Chris H?) know that to be. So how about the President also holding two Director positions on the board, as inadvisable as that may also be? Is there a rule that would be broken?Well, I regret now that I didn't go with Edgar's answer. My original answer was rather tongue-in-cheek, and it was my expectation that no sane person would persist in appointing themselves to multiple identical positions after learning that it would not get him extra votes. If the President is not a sane person, then the society may be better served finding someone else for the top office than quibbling over whether he can, as a technical point, serve in multiple identical positions.But since quibbling over technical points is what we do here, I suppose I will agree that no rule in RONR prevents someone from serving in multiple identical positions. It is worth noting, however, that no one person can be more than one member, since membership is personal, individual, and nontransferable. Since most identical positions boil down to being a member of something or other (a board, a committee, etc.), that seems to take care of most of it. On the other hand, if a society has five Assistant Dogcatchers and some President decides he wishes to take all five positions, no rule in RONR will prevent it - only the Rule of Logic. Link to comment Share on other sites More sharing options...
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