Term of Office Dilemma

[jtc0601]

Our 501© 3 has gone through recent upheaval (that's putting it mildly).  Our past BOD were forced to resign, we elected an interim BOD until an entire new BOD could be elected.  We did that last week at our Annual meeting.  The Interim President handed over the “reins” after the election and told him the office was now his and asked him to finish and close out the meeting (more like the hot potato game, he was anxious to get rid of the position).  The newly elected President took over the meeting, said his speech (along with all the other new BOD), but before he could call for adjournment a member called for new business to discuss.  Subsequently it began a decision and then lead for a vote from the membership.  This was all conducted under the new President.  All members present enthusiastically took part in the discussion and voted. 

Last night, the past Secretary, sent an email advising the membership of the new BOD and announce the next meeting.  The newly elected President replied to her and advised her that she was not the current Secretary and this was the duties of the new Secretary.  He was very courteous but did not want the new Secretary to feel slighted either.  He does not want to alienate anyone at this point.  He believes that we need to move forward in a positive direction to bring the membership back to a cohesive organization again.  That being said he believed that he was doing the right thing.  The old Secretary emailed him back to tell him in fact the new BOD did not take office until September 1^st, quoting the Bylaws while attaching them to the email. 

We realize now we did not catch this from the Bylaws at the Annual meeting and apparently neither did the Interim President or any of the other Interim Board, including this Secretary….  In fact at the close of the meeting the Interim Treasurer handed over the books and all materials to the new Treasurer.  Also, while cleaning up after the meeting the Interim Secretary told the new President that he could take care of returning the Alumni supplies since he was the new President…..

Long story short, what is the best way for the new President to handle this?  The new President realizes he was wrong for assuming office and telling the Interim Secretary she was doing someone else’s job, however, we don’t understand why she didn't speak up at the meeting and allowed the new President to conduct business if she knew better.  She didn’t do it until he told her not to do something.  The new President is willing to own ownership of his error, but it brings up other issues.   

1.        The business he conducted under the understanding that he was President should now be voided and done illegally, correct? 

2.       The membership present (or all) need to be informed of this and told that the decision is now voided because it was done illegally? 

3.       Since there is a purchase involved with this new decision and the new BOD cannot sign checks to perform the purchase the Interim BOD will need to either have a revote or make the purchase as a BOD vote?  Our Bylaws to state the BOD can make purchases under a certain amount without the membership’s permission.  Luckily, this falls under that amount, just barely, but does.

This is not the positive beginning for the new BOD we were hoping for especially with the given current temperament of the membership.  Any advice would be greatly appreciated as the goal is to bring the membership back to its original mission.  The purpose it was created.  Thanks!

[Josh Martin]

1. The business he conducted under the understanding that he was President should now be voided and done illegally, correct?

2. The membership present (or all) need to be informed of this and told that the decision is now voided because it was done illegally?

3. Since there is a purchase involved with this new decision and the new BOD cannot sign checks to perform the purchase the Interim BOD will need to either have a revote or make the purchase as a BOD vote? Our Bylaws to state the BOD can make purchases under a certain amount without the membership’s permission. Luckily, this falls under that amount, just barely, but does.

1. No. The business which was conducted is still valid, notwithstanding that someone other than the current regular presiding officer was (mistakenly) presiding.

And this pretty much makes your other questions moot.

[Transpower]

Given that the past BOD was forced to resign, and an interim BOD was elected, I think that that the election of a new BOD was proper, even though, under ordinary circumstances, their term could not begin until September 1.