BOD Resigns/ Election Procedures

[lcvol]

Recently our entire BOD resigned at the request of the membership due to mishandling of the organization.  This is a 501c3 in the state of Texas, non-profit that has been around for about 8 years (This is my 1st year to belong).  The membership has elected a temporary Board until our regular August Elections.  We have also requested a Bylaws & Audit Committee to review the records of the organization.  

 

1.  I understand that all positions are up for election, but are the terms staggered as the bylaws state (please see below, they are very convoluted)?

2.  Since this is neither the first meeting or first annual meeting what rules do we follow?

3.  I've tried looking in the Robert's Rules but not sure where special circumstances would be for something like this.  

 

Section 4. Election of Officers

At the first meeting of the membership, the members shall elect a President, a Secretary and a 

Treasurer for a term of two years, and a First Vice President for the term of one year. At the 

first annual meeting, the members shall elect a First Vice President and a Second Vice President

for a term of two years. Starting with the election of 2012 – all Board Members will be elected 

for a period of 1 year with an option to renew for the second year without re-election with the 

exception of the Secretary. The election of the Secretary in 2012 – will be for a one time, one

year only period to put the Secretary on an alternating electoral schedule from the President

and Treasurer. Effective 2013, the Secretary position will be elected for a period of 1 year with 

an option to renew for the second year without re-election. In the year 2013, the 2nd Vice 

President position will be elected for a one time, one year only period to move the 2nd Vice

President into the election cycle with the President and Treasurer. Effective 2014, the 2nd Vice

President will be elected for a one year period with the option to renew for a second year 

without re-election. Thereafter the President, Treasurer and 2nd Vice President will be elected 

in even numbered years and the Vice President and Secretary will be elected in the odd 

numbered years. However, in each case, the directors then serving will continue to serve until 

their successors are elected and installed.

 

It is a good organization with a good purpose and I'd like to see it get back on track.  Any advice? Please

[Guest Edgar]

 . . . are the terms staggered as the bylaws state . . . ?

 

Yes. The terms of office don't change just because the officeholders leave office before their terms are up.

[Guest Nancy N.]

I started to chart this, but when it looked like a flea-flicker football play gone bad, crossed with a chess game, I gave up on that.

 

The "temporary board" should serve out the individual terms, unless your otherwise convoluted rules say otherwise.

 

As far as I can tell, this is all less complicated than it looks.

[Thomas Ralph]

It appears to me that the membership has not elected a "temporary board to serve until" anything. It has elected people to fill the remainder of the unexpired terms of the officers who resigned.

[Transpower]

Based on your convoluted Bylaws, I'd say that at the August 2014 meeting, the assembly should elect the president, second vice president, and treasurer.  At the August 2015 meeting, the assembly should elect the first vice president and secretary.  The "temporary board members" should serve until their successors are elected and installed.

[Josh Martin]

Thereafter the President, Treasurer and 2nd Vice President will be elected 

in even numbered years and the Vice President and Secretary will be elected in the odd 

numbered years. However, in each case, the directors then serving will continue to serve until 

their successors are elected and installed.

 

Looks pretty straightforward to me if you just look at this part. The rest of the section doesn't seem applicable anymore.

[lcvol]

Thank you so much!  I was over thinking it.  It makes sense now.  Now I just have to explain this to the current Board.... I'm not sure some of them will be happy about it. 

[Gary Novosielski]

If it's clear which people were elected to which offices, then everyone currently filling the vacancies created by the resignations would normally serve until the end of the term of the person they succeeded.

 

If, as you said, these temporary appointments are only until the August election, then you will need to figure out what abbreviated terms may be open for election, and how long each will last.  It's more complicated but not hard to do.  

 

However, I don't believe the membership could decide that unless there was a provision in the bylaws on filling vacancies that limited such term to the very next election, even if it would normally be longer.  Absent such a provision, the rules in RONR say that the appointees serve out the entire unexpired term of the person they replaced.