Can a Board Member hold their Board Position after being elected to Secretary on the Executive Committee?

[Guest Veronica Mullenix]

Elected to a two year term, a board member wins the election to Secretary on the Exec Committee during the first year of a two year term. Does this create a vacancy on the Board? Or, can the person serve both positions simultaneously? Bylaws have provisions for how to fill the position when a vacancy is created, but not clear about a Board member holding two positions. It seems that if a Board member is elected to a new position then that creates a vacancy for the unexpired term of the Board position. A person cannot serve two positions simultaneously, or can they? Has anyone ever experienced this?

[Chris Harrison]

Nothing in RONR would prevent someone from holding more than one office.

[Gary c Tesser]

Ms. Mullenix, are you using the terms "board" and "executive committee" to mean the same body, or two separate bodies?  (Robert's Rules has them separate bodies, the executive committee serving as a "board within a board," but from your description, I can't be certain.)

[Guest Guest]

The Executive Committee is a Board within a Board. Our Board of Directors consists of 18 elected Directors and a 5 member Executive Committee. Only members of the Board of Directors can run to be elected to the Executive Committee. The newly elected Secretary has decided that she doesn't want the person elegible under our Bylaws to assume her vacated position. She has stated that she can hold the Secretary positon and also complete her unexpired term as a Director on the Board. This has never been done in the history of the Board of Directors, (that I know of). My questioin is, can one person hold two positions? When we have motions this year, then this one person has two votes? It seems irregular. If you are serving on a Board, and you run for an Executive Committee position and win, then that creates a vacancy for the position you once held and the Bylaws state how this vacancy is filled. This is what should be followed. Correct? Or, can one person hold two positions on a Board, as the Secretary and a regular Director member and have two votes? It is odd. As another exampple: President Obama is a Senator of Illinios and runs for President, and is elected President. He cannot be the President of the United Sttes and also complete his unexpired term as a Senator, right? It seems right that if during your term in office, if you win an election to a higher office that creates a vacancy to the office you held.

[Gary c Tesser]

I will note Mr Harrison's point, and throw in that eachbaord member (each person) has but one vote, no matter how many hats or seats he wears.

 

(I will say that the President Obama analogy does not hold because the bylaws of his organization preclude his occupying both offices.)

[Gary c Tesser]

A little over ten years ago, when I was young and the website* younger, I was frequently disgruntled and perplexed when a question like this one ("Does this create a vacancy on the Board?" form Ms. Mullenix's Original Post) would get the reply, this is a bylaws-interrpetation question.  Great Steaming Cobnuts, I would say -- they were a lot freer with invective and billingsgate in those wild-west days -- she's not asking a fiddly bylaws interpretation question, she just wants to know whether there's a vacancy here or if the newly-elected secretary gets to retain her old board seat also, from the Robert's Rules of Order perspective, which is why she has come here, to the RONR MB, to ask you people here, not to be summarily sent back into the cold on her own with barely a t-shirt and jeans and thin sneakers, in those days not a hint of even a referral to RONR-In Brief, which hadn't been invented yet.  (It has been, by now, Ms Mullenix, so please do your bit to increase the joy and wisdom in the world by rushing out, without delay, to pick up your copy, and be sure to read it without delay; do not go back to your car, do not stop for lunch, move a little away from in front of the bookstore cashier so the other customers can buy their copies; just stand there, it's take maybe an hour or two to read, the first time....)

 

"Well," would come the inevitable unsatisfactory reply, "when a person, an Original Poster like Guest_Veronica Mullenix_in this case, asks what something means, and the thing she is asking about appears in her organization's bylaws, that's what we mean by a question of interpreting bylaws."

 

You can all see how inadequate this reply was, so how exasperating when they would always win.  For this question to be interpreted by each organization would mean that one organization with a board consisting of 18 elected directors plus the five members of the Executive Committee would experience a vacancy on the board -- to be filled -- when a board member is elected to the Exec. Com, while another organization with a board constituted the same way, with the same election, would not have a vacancy.  Does this make sense?  Should parliamentary procedure not dictate a consistent result, and dictate what that result is, no less than, say, there being no restriction on the number of offices that one person can hold, so that any exceptions would have to be specified in the organization's bylaws, as, for example, with the case of the organization whose bylaws appear in RONR (specifically, Article IV, Section 4, appearing on p. 585, lines 32 - 33, determining that a square peg can go into only one round hole at a time)?

 

So that's why.

 

N. B. It indeed rankled to write "Article IV," leaving out my customary discourse about the continued use of Roman numerals by people who think measuring soda in liters is suspiciously European; but making a fuss there would make for too complicated a parliamentary situation, like the one RONR warns us about on p. 135, line 22

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*The world's premier Internet parliamentary forum (since nobody's mentioned it in a couple of days).

[Dan Honemann]

I'm not clear as to the facts.

 

We are told that this organization's board of directors consists of 18 elected directors and a 5 member executive committee, and that only members of the board can run to be elected to the executive committee.

 

Do this organization's bylaws say that it has an 18 member board, 5 of whom constitute its executive committee, or do the bylaws say that it has a 23 member board, 5 of whom constitute its executive committee? Or something else? In any case, since only members of the board can be elected to membership on the executive committee, does this mean that, in every instance, election to membership on the executive committee creates a vacancy on the board? Ordinarily, this would not be the case. The board member elected to the executive committee simply becomes a member of the executive committee as well as retaining membership on the board. It appears that we are being told, however, that this is not the case here.

[Guest Guest]

Thank you for your comments. Very helpful. I do have RONR, but cannot locate it, (may have loaned it to someone... will download it on my Kindle so I always have a copy point forward)

Each of the 18 member Board is elected based on specific business size and geographic area, so as to have a Board that represents the diversity of our membership adequately. There are two Board members elected for each category for two year staggered terms, so that 8 new board members are elected each year , plus two Chairman Appointees who each serve the one year for that year's Chairman. From this 18 member body (except for the Chairman's Appointees) a Board member can provide written notice they will run in the next election for a Executive Committee position. If elected they take on the duties of that Exec Comm position Jan 1st following the election. All of the procedures for conducting elections and the duties of Board members and Officers is detailed in the ByLaws, except this year the newly elected Secretary states she intends to retain her Board seat for the second year of her two year term, AND also serve as the 2014 Secretary. This this is irregular, I've not seen this done before.

For all conduct not specifically stated in our ByLaws, our organization strictly follows RONR. The assumption is if it is not in the ByLaws then RONR is the protocol to follow. Which is why I asked this group, where in the RONR is this addressed? I've been a member of this organization for going on 17 years, and each year the newly elected Secretary vacates the Board seat and the procedures for filling a vacancy are followed by the Board. I don't know why this particular Secretary is attempting to shut out a member from serving her unexpired year; except that she may not care much for the person eligible (under our Bylaws' procedures for filling vacancies that are created) and wants to ensure this person does not move up into their rightful place. What she is not considering is that the person next in line to fill a vacancy can decline and in that case the Chairman can appoint a member in good standing to fill the vacancy. I know the person next in line if told there is a vacancy will most likely decline to serve in 2014 , which would open up the Board to have a fresh new face appointed by the Chair, and that would be delightful!

I'll download another new copy of RONR now on Kindle, since my hard copy has gone missing.

If you would be so kind as to direct me to the chapter and section to go to that would be greatly appreciated, since it would save me time looking for it.

Thank you in advance. v

[Dan Honemann]

Thank you for your comments. Very helpful. I do have RONR, but cannot locate it, (may have loaned it to someone... will download it on my Kindle so I always have a copy point forward)

Each of the 18 member Board is elected based on specific business size and geographic area, so as to have a Board that represents the diversity of our membership adequately. There are two Board members elected for each category for two year staggered terms, so that 8 new board members are elected each year , plus two Chairman Appointees who each serve the one year for that year's Chairman. From this 18 member body (except for the Chairman's Appointees) a Board member can provide written notice they will run in the next election for a Executive Committee position. If elected they take on the duties of that Exec Comm position Jan 1st following the election. All of the procedures for conducting elections and the duties of Board members and Officers is detailed in the ByLaws, except this year the newly elected Secretary states she intends to retain her Board seat for the second year of her two year term, AND also serve as the 2014 Secretary. This this is irregular, I've not seen this done before.

For all conduct not specifically stated in our ByLaws, our organization strictly follows RONR. The assumption is if it is not in the ByLaws then RONR is the protocol to follow. Which is why I asked this group, where in the RONR is this addressed? I've been a member of this organization for going on 17 years, and each year the newly elected Secretary vacates the Board seat and the procedures for filling a vacancy are followed by the Board. I don't know why this particular Secretary is attempting to shut out a member from serving her unexpired year; except that she may not care much for the person eligible (under our Bylaws' procedures for filling vacancies that are created) and wants to ensure this person does not move up into their rightful place. What she is not considering is that the person next in line to fill a vacancy can decline and in that case the Chairman can appoint a member in good standing to fill the vacancy. I know the person next in line if told there is a vacancy will most likely decline to serve in 2014 , which would open up the Board to have a fresh new face appointed by the Chair, and that would be delightful!

I'll download another new copy of RONR now on Kindle, since my hard copy has gone missing.

If you would be so kind as to direct me to the chapter and section to go to that would be greatly appreciated, since it would save me time looking for it.

Thank you in advance. v

 

I doubt that you will be able to get the current (11th) edition of RONR on your Kindle, but it probably doesn't matter in this particular instance (but do get a copy of the book). The answer to your question will not be found in RONR, it will be found in your bylaws, and so we have no way of providing any reliable response (Mr. Tesser's amusing protestations to the contrary notwithstanding). 

 

Based upon your explanation of what your bylaws say, I still do not know if you have an 18 or a 23 member board. You seem to be saying that the membership elects 16, and the president appoints 2 more, for a total of 18. You then seem to be saying that  5 executive committee members are then to be elected (by the membership? by the board?) from among the members of the board, who then become additional members of the board. Frankly, this makes no sense to me at all, but that may be because I have not read your bylaws, and do not have the information needed to provide an informed response to your question.

 

You are welcome to provide additional information if you wish, and we will do the best we can to help, but I don't want to hold out too much hope.