lee kro

[Guest Guest]

Following a board member resignation our bylaws require a special election. Also the bylaws strictly forbid any board member from holding two positions.

The current president of the board is seeking the open board position even though there is an overlap with the current board term.

How should this be resolved? 

It has been recommended by some members of the board that because the position is one in which the candidate is running unopposed then everything is "okay".

What direction should be followed?

 

 

[Ann Rempel]

Based only on the information you have provided, the president could be nominated for the new position. If elected, then he would need to resign from the presidency in order to serve in the new position on the board.

[Guest Guest]

and since they are running unopposed, a resignation from the presidency should immediately follow election, correct?

[Edgar Guest]

If elected, then he would need to resign from the presidency in order to serve in the new position on the board.

 

As I understand it, a board member (who happens to also be president) wants to "exchange" his current seat on the board for one whose term will end later. If this is the case, I see no reason why he has to resign as president.

[Richard Brown]

As I understand it, a board member (who happens to also be president) wants to "exchange" his current seat on the board for one whose term will end later. If this is the case, I see no reason why he has to resign as president.

 

Interesting question.  I tend to agree with Edgar Guest's opinion.  I'm hoping others weigh in, too.   I'm not aware of this being specifically addressed in RONR.  Perhaps some more facts would be helpful. 

[Timothy]

I see no reason to think that the president would have to resign as president, since at no point is he in a position of being ineligible to be president.

[Edgar Guest]

Similar questions have been raised here before where a board member whose term will expire soon wants to "run for" an open seat (whether due to a resignation or at the time of general elections) whose term will expire at a date later than the one he currently holds. What the current question adds is the office of president (which, as noted, I don't think is relevant).

 

In any event. I would suggest not letting this person "get away with it". I see no reason to extend the service of a board member who is unwilling to complete his current term of office. And, of course, there will still be a board position to fill. In end, though, it's up to the voters.

[Rev Ed]

As I understand it, a board member (who happens to also be president) wants to "exchange" his current seat on the board for one whose term will end later. If this is the case, I see no reason why he has to resign as president.

 

I quote from the original post "Also the bylaws strictly forbid any board member from holding two positions."  Therefore, the current President cannot remain in both positions if elected to the other position.  Otherwise, the person would be holding two positions.

 

Also, there is no need for an election to the position of President is there is a Vice President.  Once the President resigns, the Vice President would become President and there would be a vacancy in the position of Vice President.  Of course, if there is no Vice President, then the organization would have a vacant position of President.

[Edgar Guest]

I quote from the original post "Also the bylaws strictly forbid any board member from holding two positions."  Therefore, the current President cannot remain in both positions if elected to the other position.  Otherwise, the person would be holding two positions.

 

But, as I understand it (and, of course, I could be mistaken), the "other position" is just a different seat on the board (one whose term will end at later date). So he'll still be both the president and a board member. If you want to think of that as holding two positions, fine. I doubt that's what the bylaws prohibit.

 

Edited to add: Think of it this way: He's keeping his president's hat and exchanging his worn board member's hat for a newer one.

[Richard Brown]

Precisely what provision in the bylaws, RONR or the general parliamentary law prohibits the current president/board member from running for an open board seat with a more distant expiration date and remaining president?   He is already a board member and president.  Rather than not being willing to fulfill his current term of office, I see him as willing to serve an even longer term by running for the open seat which expires at a later date than his current seat.  He would be extending his term as a board member, not as president.  On what parliamentary basis should he not be allowed to "get away with it"?

 

I agree with Edgar Guest in that I don't believe the bylaw provision against holding two positions is intended to prevent a board member from being president.  If it does, then that provision is already being violated.  In my experience, in almost all organizations with a board of directors, the president is also a director....and the bylaws often even require it.  It would help us to know in this case if the bylaws require that the president be a director.

 

It seems that this is actually a matter of interpreting the bylaws which is best left to the organization itself. 

[Edgar Guest]

On what parliamentary basis should he not be allowed to "get away with it"?

 

On no parliamentary basis. The question (or at least the answer) is a political one.

 

And, yes, it occurred to me that he'd be extending his time of service. But I think he should do that by first completing his current term of office. But perhaps he sees the political winds changing and thinks his chances are better now.

 

The voters will decide (which, I guess, is a parliamentary answer).

[Rev Ed]

But, as I understand it (and, of course, I could be mistaken), the "other position" is just a different seat on the board (one whose term will end at later date). So he'll still be both the president and a board member. If you want to think of that as holding two positions, fine. I doubt that's what the bylaws prohibit.

 

Edited to add: Think of it this way: He's keeping his president's hat and exchanging his worn board member's hat for a newer one.

I guess this is up to the organization to ultimately decide - as the organization has to interpret its own By-laws.  However, to me he would be holding two positions - one position is called "President" and the other position is the one that is vacant (whether it be called "Director", "Secretary", "Treasurer", etc. makes no difference to me as it is also a 'position'.) 

 

Of course some more information would be nice - for example, what position is vacant, and are the Officers (President, Secretary, etc.) members of the Board, are the officers elected from amongst the directors or as separate positions, etc.?

[Guest Edgar]

However, to me he would be holding two positions - one position is called "President" and the other position is the one that is vacant (whether it be called "Director", "Secretary", "Treasurer", etc. makes no difference to me as it is also a 'position'.) 

 

But it could indeed make a difference. There is no indication that the president wants to be secretary or treasurer (or else I would have thought the OP would have mentioned that). And, as a member of the board (of directors?), the president already holds the office of "Director" (as do all board members). So, when the dust settles, if all goes his way, he'll still be president and still be on the board. It's just that his new term as a board member will last longer than than his old term as board member.

 

And even if the board member who resigned happened to also be the treasurer, there's no reason the president has to become treasurer simply because he was chosen to finish the term of office of a board member who happened also to be the treasurer. You can, in other words, wear one hat (board member) without necessarily wearing the other hat (treasurer).

[JayW]

It seems to depend on the definition of "position". (Does it mean "Office" or "Seat"?)

 

Let's say it means "seat". Person A currently holds a seat on the Board as well as the Office of President, both of which expire 12/31/14, and Person B resigns from a seat on the Board that is not correlated with any Office and expires 12/31/15. Some of you are saying Person A could run for the open Board seat and, if he wins the election, will now have a seat on the Board that expires 12/31/15 and will still have the Office of President. In that case, is the following correct?

 

1. His term as President would still expire 12/31/14.

2. His original seat on the Board, the one expiring 12/31/14, would become vacant upon his winning the election, because the Bylaws say you can't hold two positions (seats) at once. So there would still need to be a special election to fill the newly vacant seat expiring in a few months.

 

(If "position" means "Office" that would seem more clear-cut. If Person A won the election for a new Office (Treasurer), he would have to resign his current Office (President), because the Bylaws prohibit a person from holding more than one Office.)

[Guest Edgar]

In that case, is the following correct?

 

Yes, given that scenario I'd say that both statements are correct.

[Richard Brown]

Yes, given that scenario I'd say that both statements are correct.

 

I would, too.

[Gary c Tesser]

Gentlemen, it looks to me ineluctable.  However do you figure it could, might, be not so?

[Gary c Tesser]

I would, too.

 

(Given that, it's interpreting bylaws over the internet.  So, oh crap lookit.  But OK, in for a dollar, in for a pound, as the saying doesn't go, but maybe ought to.

 

(He takes the position.  However else can we look at it?)