Humane Society member Posted September 5, 2013 at 06:40 PM Report Share Posted September 5, 2013 at 06:40 PM Our society by-laws state we should have 5 elected Board of Directors, and the elected officers shall include President, 1st Vice-President, 2nd Vice-President, Treasurer, Secretary and Parliamentarian. Directors serve 3-year terms, beginning Jan. 1 and ending Dec. 31. The terms are staggered. Officers serve 2-year terms, again, staggered. By-laws provide that each September, the President instructs the nominating committee (all 5 board of directors) to nominate candidates each year. The committee shall submit its nomination to the President at the October Board meeting, at which time, the Secretary shall immediately notify all members of the nominations and inform them of their right to submit additional nominations in writing, within ten days. Ballots shall be prepared, and election held at the November meetiing. The problem is that only one of the board members has ever stood for election. The last election as described in the by-laws was in 2009. Since that time, 4 board members and every officer has been replaced by 'appointment'. Example: The current President of the society stepped up from a membership position to replace the president who resigned and then assumed a director's vacant position. In addition, she is also the chairperson of the board, humane agent and treasurer of the society. Another member was appointed to fill a vacant director's seat - meaning that for three years, the board consisted of only three members, only one of whom had ever been elected by membership and is currently secretary as well. The board was called on the lack of elections and will hold them this year. Three of the five board members say they'll stand for election and all officer seats (all currently being held by board members) will be vacant for election. Question is: Are the two board members seated this past January legitmate considering that no formal election was held and the sitting president who nominated them was not valid? Or will those seats also be up for election? At the end of 2012, the president asked the board to vote for two people she nominated to fill the two remaining seats on the board. She also appointed them as membership 1st and 2nd VPs. Link to comment Share on other sites More sharing options...
Josh Martin Posted September 5, 2013 at 06:56 PM Report Share Posted September 5, 2013 at 06:56 PM Question is: Are the two board members seated this past January legitmate considering that no formal election was held and the sitting president who nominated them was not valid? No. Or will those seats also be up for election? Yes. At the end of 2012, the president asked the board to vote for two people she nominated to fill the two remaining seats on the board. She also appointed them as membership 1st and 2nd VPs. The President and the board don't have the authority to fill vacancies unless the bylaws so provide (let alone people who are just pretending to be the President and the board). Link to comment Share on other sites More sharing options...
Humane Society member Posted September 5, 2013 at 07:24 PM Author Report Share Posted September 5, 2013 at 07:24 PM The by-laws do grant authority to the Directors to 'fill all vacancies on the Board and for any office." But, our contention is that the seat is 'vacant' only until the next election for that seat. Is that correct thinking? Link to comment Share on other sites More sharing options...
Josh Martin Posted September 5, 2013 at 08:10 PM Report Share Posted September 5, 2013 at 08:10 PM The by-laws do grant authority to the Directors to 'fill all vacancies on the Board and for any office." But, our contention is that the seat is 'vacant' only until the next election for that seat. Is that correct thinking? Yes. Link to comment Share on other sites More sharing options...
Humane Society member Posted September 5, 2013 at 09:07 PM Author Report Share Posted September 5, 2013 at 09:07 PM Thank you, Josh. This is a hard working group of people who have focused on the 'fun' part of the fundamentals rather than administrative details. I will take the information to the 'board', but do not expect a warm reception. It is a 501c3 charitable organization, so there is a lot to protect. Again, thank you. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.