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Election of Chair Elect by prior Board


Guest Toni

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Hi, as a new CEO I am trying to convince my board that the way they are electing a Chair Elect is not in line with their bylaws nor Robert's Rules. Our directors are elected by a general membership at an annual meeting, but the officers are elected by the board.

 

They have a custom, that at the last regular board meeting of each elective year, they elect the next year's Chair Elect.  My understanding is that they should be electing their Chair Elect at the first board meeting of the elective year.  The bylaws to me read that way, and as a standard doesn't Robert's Rules read that way?  I was hoping someone could point out references from Robert's Rules to clarify what I understand - or point out to me why I'm wrong?  Would SO appreciate some help!  Our bylaws specific to this:

 

Article XI, Section 3: The Members of the Board of Directors consists of: three Officers appointed by the Board of Directors (e.g. Chair, Chair-Elect, and Secretary); one GRA Director appointed by the Board of Directors for a two-year term, and the immediate past Chair who serves as a fifth Director for one year after completing his/her term as Chair.  The remaining six Directors shall be elected to serve for terms of two years, with the exception that the Board shall, if necessary to maintain [stagger terms], establish Board positions for one-year terms...

 

Article XI, Section 3(B): The officers of the Board shall be elected by the Board of Directors.  The elected officers of the Board shall be members of the Board of Directors.  They shall be elected for terms of one year or until their respective successors are duly elected.  The Chair-Elect shall automatically succeed to the office of Chair of the Board after the completion of his or her term as Chair-Elect.

 

Article XI, Section 3(d): The election of Officers and Directors shall take place at the annual meeting.

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"They shall be elected for terms of one year or until their respective successors are duly elected. "

 

The presence of the word "or" allows the board to appoint a replacement (See FAQ #20).

 

Of course whomever the board appoints would have to continue to be a board member following the upcoming election of board members by the general membership.

 

Edited to add: Without reading the bylaws in their entirety, something that's beyond the scope of this forum, the above is just an semi-educated guess.

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Our annual election of Directors is in August.  The last meeting of the board is in September.  They do not select from those elected.  They select from those currently on the board during that last board meeting of the elective year.

 

We do have a replacement of director/officer section, it is the usual - board appoints the replacement but effective only until the next election, and this position as chair elect, actually lasts three one year terms. (Chair elect, chair, past year).  I don't believe this would qualify as a 'replacement' due to term limitation to that elective year.

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They select from those currently on the board during that last board meeting of the elective year.

 

I think they can do that. But that person would have to remain a board member (either because he was re-elected by the general membership or because his term as board member hasn't expired).

 

If you want to ensure that the board's officers are elected only after the annual meeting I think you'll have to change your bylaws. But stay tuned.

 

Edited to add: And while you're amending your bylaws, get rid of the "chair-elect" nonsense. Just elect a chair. And get rid of the "immediate past chair" nonsense too. Let him go.

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What does "the annual meeting" mean? It seems that the members elect most of the directors. That would be a membership annual meeting. The officers (and some other directors) are elected/appointed by the board at "the annual meeting". That would be a board annual meeting. Those are two completely different meetings.

 

Something seems to be missing in the quoted bylaws. The common (as best I understand) bylaws requirement for organizations where officers are elected by the board, from the board is that this must be done after the membership annual meeting. Shouldn't a newly elected board member be eligible to be elected an officer?

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Shouldn't a newly elected board member be eligible to be elected an officer?

 

Sure. But what's happening here is that the board is replacing some officer just before the annual meeting (which I think it can do because of the "or" clause). Of course that doesn't prevent the newly reconstituted board from selecting new officers after the annual meeting. In short, their "11 o'clock" action doesn't make much sense.

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Well, it all depends on how the bylaws are interpreted, and we're not equipped to do bylaws interpretation here.  Well, whether equipped or not, we don't do it, as only your organization can.

 

RONR doesn't particularly recommend the use of a "Chair Elect" position, but recognizes that some organizations prefer it.  The Work appears to assume that the election will be done a year in advance (or much of the perceived advantage simply evaporates) so I'm sympathetic to your point of view, but the answer is in your bylaws.  Somewhere.

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