Jump to content
The Official RONR Q & A Forums
Louise

Can officers or directors be "forced" to stay on the Board?

Recommended Posts

Hello, all.

Well, I think the drama our organization was facing is (possibly) fading - at least for the time being - and we're moving onto the revision of our Bylaws.

There have been concerns raised with my suggestion of including the phrase, "or until the Officer/Director's successor is elected" when qualifying the length of the term. Current Board members wonder if this might not mean that they would be forced to stay on the Board "in the event of a public emergency or of difficulty in obtaining a nominee for office."

My response has been that a Board position for our organization is a volunteer position, one that can be resigned at any time. No Board member can be compelled to stay on if they do not wish to do so. Including this phrase, however, allows them to do so...and also makes the potential removal of a Board member easier.

In turn, they would like to see something in writing about not being forced to stay on.

I haven't been able to find anything in RRONR 10 about voluntary Board membership.Does it contain anything that would pertain to that issue?

Louise

Share this post


Link to post
Share on other sites

Well, technically the Board member could be "forced" to stay on if their resignation was not accepted. However, the Board member has the option to refuse to perform the duties of that office and in my opinion (though RONR doesn't really support nor not support this) I believe it would be reasonable for a Board member whose resignation has been rejected (or the term is continuing on interminably with no end in sight) to make it known to the proper body that as of a specific date he will no longer perform the duties of the office (that date should be reasonable* though). Granted, if he follows through with it the Board member could still be subjected to discipline for dereliction of duty but it is more likely that he will get a lesser punishment (or hopefully found not guilty) if he can demonstrate that he gave them fair warning and didn't just stop performing his duties.

*By "reasonable" I mean that the body which is authorized to accept resignations and/or elect the Board members should have an opportunity to meet and take whatever action is necessary before the Board member stops performing his duties. So if the General Membership (which for these purposes I am assuming would be the proper body) doesn't meet until August 1 it probably wouldn't be reasonable to make that date sometime this month.

Share this post


Link to post
Share on other sites

Hello, all.

Well, I think the drama our organization was facing is (possibly) fading - at least for the time being - and we're moving onto the revision of our Bylaws.

There have been concerns raised with my suggestion of including the phrase, "or until the Officer/Director's successor is elected" when qualifying the length of the term. Current Board members wonder if this might not mean that they would be forced to stay on the Board "in the event of a public emergency or of difficulty in obtaining a nominee for office."

My response has been that a Board position for our organization is a volunteer position, one that can be resigned at any time. No Board member can be compelled to stay on if they do not wish to do so. Including this phrase, however, allows them to do so...and also makes the potential removal of a Board member easier.

In turn, they would like to see something in writing about not being forced to stay on.

I haven't been able to find anything in RRONR 10 about voluntary Board membership.Does it contain anything that would pertain to that issue?

Louise

See RONR (11th ed.), p. 291, ll. 10-13.

You can always add the desired wording to the bylaws.

Share this post


Link to post
Share on other sites

See RONR (11th ed.), p. 291, ll. 10-13.

You can always add the desired wording to the bylaws.

Thank you! I should have the 11th edition some time next week. I'm glad there's something "official" to which I can point them.

(Hmmm. I'm of course assuming that page 291 is going to back up my own instincts on this question. :) )

Share this post


Link to post
Share on other sites

(Hmmm. I'm of course assuming that page 291 is going to back up my own instincts on this question. :) )

It says that the duties of the office must not be abandoned until the resignation has been accepted or there has been a reasonable opportunity for it to be accepted. So this would be applicable if a resignation has been offered but if it is rejected then the issue remains that the Board member would be "forced" to stay on.

Share this post


Link to post
Share on other sites

Thank you! I should have the 11th edition some time next week. I'm glad there's something "official" to which I can point them.

(Hmmm. I'm of course assuming that page 291 is going to back up my own instincts on this question. :) )

It says, "The duties of a position must not be abandoned until a resignation has been accepted and becomes effective, or at least until there has been a reasonable opportunity for it to be accepted."

I'm not sure if that aligns with your instincts or if it will satisfy the board members. Keep in mind, though, that the board members do not have any more say than any other member.

If it is desired that an officer be allowed to resign on his own authority if a successor is not chosen at the regular election, language to that effect can be included in the bylaws.

It seems a little odd to me that a person would agree to serve an organization for a full term, while living in dread of serving a bit longer in a time of need.

Share this post


Link to post
Share on other sites

It seems a little odd to me that a person would agree to serve an organization for a full term, while living in dread of serving a bit longer in a time of need.

Agreed.

I think, though, that their concern centres around not the "public emergency" aspect but around the "difficulty in obtaining a nominee for office." The former would presumably be an exceptional circumstance, the latter...well, possibly not so much. I think they have visions of being on the Board forever and ever if this wording is included.

If it is desired that an officer be allowed to resign on his own authority if a successor is not chosen at the regular election, language to that effect can be included in the bylaws.

Perhaps it would be expedient to include wording to that effect. Thank you.

Mmmm. One more question that came to my mind: Should it say "until a successor is elected or appointed"? What if the Board appoints a successor after the elections are completed? (And yes, the bylaws allow the Board to make such appointments.)

Thanks for all of the input. I am such a novice at all of this.

Louise

Share this post


Link to post
Share on other sites
Guest Edgar

It seems a little odd to me that a person would agree to serve an organization for a full term, while living in dread of serving a bit longer in a time of need.

A bit longer? Ask a soldier who served her tour of duty in, say, Afghanistan, if she wouldn't mind serving a bit longer.

But perhaps I digress.

I seem to recall (or perhaps have only imagined) posts on this forum that go something like this: "We haven't had elections in ten years. Are the most recently elected officers still in office?"

That said, I think it's clear that the "until their successors are elected" clause is meant to permit the willing to remain in office, not to enslave the unwilling.

Share this post


Link to post
Share on other sites

Agreed.

I think, though, that their concern centres around not the "public emergency" aspect but around the "difficulty in obtaining a nominee for office."

That's the one I was addressing, thinking of it more as difficulty in finding an individual willing to serve. Perhaps a comfort would be to enlighten the group with the fact that most organizations use similar wording.

Mmmm. One more question that came to my mind: Should it say "until a successor is elected or appointed"? What if the Board appoints a successor after the elections are completed? (And yes, the bylaws allow the Board to make such appointments.)

Unfortunately, advice on bylaw language in little bits and pieces is of little help to the process of revising bylaws.

Share this post


Link to post
Share on other sites

That said, I think it's clear that the "until their successors are elected" clause is meant to permit the willing to remain in office, not to enslave the unwilling.

That was my understanding/gut instinct on that clause, yes.

Perhaps a comfort would be to enlighten the group with the fact that most organizations use similar wording.

Yes, I've mentioned to them that this wording is what RRONR recommends, and that the unqualified wording we have now ("for a term of two years") is decidedly NOT recommended.

Unfortunately, advice on bylaw language in little bits and pieces is of little help to the process of revising bylaws.

:)

I can understand how that would be the case.

Thanks again!

Share this post


Link to post
Share on other sites

A bit longer? Ask a soldier who served her tour of duty in, say, Afghanistan, if she wouldn't mind serving a bit longer.

I have to admit that my experience with desert warfare is limited to a single viewing of "The Hurt Locker," but I didn't see much similarity to serving on a board.

Share this post


Link to post
Share on other sites
Guest Edgar

I have to admit that my experience with desert warfare is limited to a single viewing of "The Hurt Locker" . . .

Since you mentioned it, having seen "The Hurt Locker" I'm pretty sure I wouldn't want to serve a bit longer than I signed up for.

Share this post


Link to post
Share on other sites

Now that I've come up with wording that explains that a Board member is free to resign on his/her own authority at the end of the two-year term, I can see someone else objecting to *this* wording: "What? How dare you suggest we aren't free to resign before our term is up!"

I guess I originally figured that if a Board member is free to resign *before* his/her term is up, surely he or she is free to resign when that term has come to an end.

I think I like the simpler wording better (the one that doesn't discuss resignation), with the implication that the clause is meant to allow the willing to continue to serve, and not to force the unwilling to do so.

Ideas. Complicated little creatures to communicate sometimes...

Share this post


Link to post
Share on other sites

Now that I've come up with wording that explains that a Board member is free to resign on his/her own authority at the end of the two-year term, I can see someone else objecting to *this* wording: "What? How dare you suggest we aren't free to resign before our term is up!"

I guess I originally figured that if a Board member is free to resign *before* his/her term is up, surely he or she is free to resign when that term has come to an end.

I think I like the simpler wording better (the one that doesn't discuss resignation), with the implication that the clause is meant to allow the willing to continue to serve, and not to force the unwilling to do so.

Ideas. Complicated little creatures to communicate sometimes...

Now you're learning why less is often better with bylaws.

Share this post


Link to post
Share on other sites

Isn't the key word the "or". So with the OP's wording I serve my two years but no one wants to run for Chair. Too bad, I did my time and I'm out. If the OP had used "and" then I would be stuck as Chair.

Share this post


Link to post
Share on other sites

Isn't the key word the "or". So with the OP's wording I serve my two years but no one wants to run for Chair. Too bad, I did my time and I'm out. If the OP had used "and" then I would be stuck as Chair.

Nope. Unless the term was fixed without any qualifying language the officers would continue until someone is elected (RONR p. 573 l. 33-p. 574).

Share this post


Link to post
Share on other sites

Then what is the difference between using "or" and "and" when describing the election of a successor?

From a parliamentary standpoint, the "or" allows the officer to be booted from office before the time specified.

Share this post


Link to post
Share on other sites
Guest Louise

Okay, on behalf of a concerned Board member:

What if instead of "An officer will serve a two-year term or until his successor is elected", we had "An officer will serve a two-year term, or may serve until his successor is elected."

Does that change the meaning signficantly? Will it still enable an officer or director to be removed before the time specified, or does it change the focus too much?

My head is spinning...

Share this post


Link to post
Share on other sites

What if instead of "An officer will serve a two-year term or until his successor is elected", we had "An officer will serve a two-year term, or may serve until his successor is elected."

The more you try to "fine tune" a bylaw, the greater the chance for misinterpretation and ambiguity. Also, since bylaws supersede RONR, when you make up your own phrasing and such, you can no longer dependably look to RONR (or even this forum) for support and clarification. Keep it simple. The first choice is more in line with RONR.

Share this post


Link to post
Share on other sites

The more you try to "fine tune" a bylaw, the greater the chance for misinterpretation and ambiguity. Also, since bylaws supersede RONR, when you make up your own phrasing and such, you can no longer dependably look to RONR (or even this forum) for support and clarification.

Well put.

Share this post


Link to post
Share on other sites

So Tim, what I don't understand is how the "or" would keep them in office after the term. "Or" signifies only one of the two conditions needs to be met and so if I meet the condition of serving my two years, how can you keep me in office? If it were "and" then both conditions must be met as in serving my two years and having a successor elected.

Share this post


Link to post
Share on other sites

So Tim, what I don't understand is how the "or" would keep them in office after the term. "Or" signifies only one of the two conditions needs to be met and so if I meet the condition of serving my two years, how can you keep me in office? If it were "and" then both conditions must be met as in serving my two years and having a successor elected.

The language allows for the officer to continue in office. Whether or not the language requires the officer to remain in office after the stated time is a different question. In any event, the entity that decides that question and decides which of the options separated by the word "or" ends the term is NOT the officer.

Share this post


Link to post
Share on other sites
Guest Louise

The language allows for the officer to continue in office. Whether or not the language requires the officer to remain in office after the stated time is a different question. In any event, the entity that decides that question and decides which of the options separated by the word "or" ends the term is NOT the officer.

The entity that decides that question, then, would be the organization itself? (As in the organization interprets its own bylaws?)

If so, do we need a "Bylaw Interpretation document", or do we just trust to people's memories? ;)

Share this post


Link to post
Share on other sites
Guest
Reply to this topic...

×   Pasted as rich text.   Paste as plain text instead

  Only 75 emoji are allowed.

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

×   You cannot paste images directly. Upload or insert images from URL.

Loading...

×
×
  • Create New...