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JCesare

Cascading assention in Ex-Officio executive board membership

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National organization "A" with a constitution.

Subordinate local "B" of the national organization with bylaws subordinate to A's constitution.

Subordinate chapter "C" of the local organization with bylaws subordinate to B's bylaws.

All members of C are members of B, not all members of B are members of C.

Both A's constitution and B's bylaws provide for a member of C to be elected by C's members to sit on the executive board of B (with voice and vote).

Until recently, C elected it's own executive board (chairman, vice chairman, secretary, treasurer, Sgt@arms) and a seperate member-at-large (the member of B's executive board).

C recently changed their bylaws to have "The elected chairman of [C] serve as a member-at-large of [b's] executive board with voice and vote in accordance with [A's] constitution. The term to run with and by virtue of holding said office."

C's bylaws further state that "The vice chairman shall assist the chariman and assume the duties of the chairman in his absence." C also has the provision that if the chairman office is vacant, the vice chairman becomes chairman and an election will be held to fill the vacant vice chairman seat.

During one of B's recent executive board meetings, C sent their vice chairman to attend, as the chairman was unable to attend due to a schedule conflict (the executive board meeting was rescheduled).

The question is: Does the vice chairman, by virtue of his assuming the duties of the chairman in his absence, have voice and vote within B's executive board, or, because it is only "by virtue of holding said office" that the chairman has voice and vote, does the vice chairman not have that right?

A has already weighed in with the opinion that nothing in B's or C's bylaws is in violation of A's constitution. A has also pointed out that interpreting B's and C's bylaws is not their department, and presumably wished us good luck with that.

Both bylaws and the constitution stipulate RONR as the parliamentary authority.

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It is up to you all to interpret your bylaws (see RONR pp. 588-591 for some principles to help with that).  However, I think a reasonable argument could be made for either position. 

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Although interpreting association bylaws is not our business here, as it is up to the association members (p. 588) to do so  --  but I will wish you good luck on that, no need to presume anything  --  it seems perfectly clear, based on what you told us, that there is an apples and kumquats difference between being the "elected chairman of C" and "assuming the duties" of the chairmanship of C.   Based on that, I'd say that C's vice-chair is not authorized to be a member of B's ExecBoard.

 

That, per Chris Harrrison's faster typing abilities, is one of the "reasonable arguments" you might be shortly seeing more of.   (The correct one, of course.)

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I thank you for wishes of luck. I know I'll need all I can get. 

 

My purpose for posting was more for a second opinion on the fact that there's nothing in RONR that addresses this klusterquat, than an interpretation of C's bylaws (I'm a member of A & B, not C). 

 

I do welcome any constructive input, though!

 

 

 

C's bylaws further state that "The vice chairman shall assist the chairman and assume the duties of the chairman in his absence." C also has the provision that if the chairman office is vacant, the vice chairman becomes chairman and an election will be held to fill the vacant vice chairman seat.

I don't think it has bearing, but I want to clarify that the section directing the vice chairman to assume all duties occurs several sections prior to the section stating the elected chairman is the member-at-large.

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You might wish to note that RONR does have this to say about a vice-president taking the place of the president as a delegate to a convention:

 

"If the president of a constituent unit is unable to be present at the convention of an established society, his place there is taken by the vice-president (or by the second, third, or ranking available vice-president if necessary and if there are such officers), just as for any other duty in which the vice-president acts in the president's place."

 

But then again, maybe you would just as soon not note this, since it obviously isn't exactly the same situation.  :)

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Both A's constitution and B's bylaws provide for a member of C to be elected by C's members to sit on the executive board of B (with voice and vote).

Until recently, C elected it's own executive board (chairman, vice chairman, secretary, treasurer, Sgt@arms) and a seperate member-at-large (the member of B's executive board).

C recently changed their bylaws to have "The elected chairman of [C] serve as a member-at-large of [b's] executive board with voice and vote in accordance with [A's] constitution. The term to run with and by virtue of holding said office."

C's bylaws further state that "The vice chairman shall assist the chariman and assume the duties of the chairman in his absence." C also has the provision that if the chairman office is vacant, the vice chairman becomes chairman and an election will be held to fill the vacant vice chairman seat.

 

. . . it seems perfectly clear, based on what you told us, that there is an apples and kumquats difference between being the "elected chairman of C" and "assuming the duties" of the chairmanship of C.   Based on that, I'd say that C's vice-chair is not authorized to be a member of B's ExecBoard.

 

That, per Chris Harrrison's faster typing abilities, is one of the "reasonable arguments" you might be shortly seeing more of.   (The correct one, of course.)

I agree with Chris Harrison that this might be open to two reasonable interpretations, but I concur with John Stackpole's interpretation.  I think the operative phrase in JCesare's original post is the phrase "elected chairman".

 

If, instead of saying "the elected chairman shall serve as a member at large", it said "the chairman shall serve as a member at large", I would interpret the other way.  

 

I see a distinction from the citation from RONR cited by Dan Honemann which refers to "the president" rather than "the elected president".   

 

I believe that words mean things and that the use of the phrase "elected chairman" means what it says and says what it means, and that that meaning excludes everyone except a chairman who has been duly elected by the members, rather than a vice-president who has assumed his other duties.

 

I have seen other bylaws that make distinctions between officers who have been elected to a full term versus officers who have been appointed to fill a vacancy. 

 

Having said all that, I agree that it is ultimately up to the organization to interpret its own bylaws.

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Both A's constitution and B's bylaws provide for a member of C to be elected by C's members to sit on the executive board of B (with voice and vote).

Until recently, C elected it's own executive board (chairman, vice chairman, secretary, treasurer, Sgt@arms) and a seperate member-at-large (the member of B's executive board).

C recently changed their bylaws to have "The elected chairman of [C] serve as a member-at-large of [b's] executive board with voice and vote in accordance with [A's] constitution. The term to run with and by virtue of holding said office."

C's bylaws further state that "The vice chairman shall assist the chariman and assume the duties of the chairman in his absence." C also has the provision that if the chairman office is vacant, the vice chairman becomes chairman and an election will be held to fill the vacant vice chairman seat.

During one of B's recent executive board meetings, C sent their vice chairman to attend, as the chairman was unable to attend due to a schedule conflict (the executive board meeting was rescheduled).

The question is: Does the vice chairman, by virtue of his assuming the duties of the chairman in his absence, have voice and vote within B's executive board, or, because it is only "by virtue of holding said office" that the chairman has voice and vote, does the vice chairman not have that right?

I would note that a third possibility is that, while it may be that the vice chairman cannot automatically serve in the chairman's absence, it may be in order for C to elect the vice chairman to serve in his absence, in accordance with A and B's bylaws.

Additionally, since it seems to me that it does not violate anything in A or B's bylaws for C to send any member it chooses, I would think a great deal of deference should be given to C in this matter, since it is their bylaws which are at issue. It seems that they believe that the vice chairman is their legitimate representative.

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"If the president of a constituent unit is unable to be present at the convention of an established society, his place there is taken by the vice-president (or by the second, third, or ranking available vice-president if necessary and if there are such officers), just as for any other duty in which the vice-president acts in the president's place."

 

This at least shows that this type of assumption of duty is not unheard of.

 

 

I believe that words mean things and that the use of the phrase "elected chairman" means what it says and says what it means, and that that meaning excludes everyone except a chairman who has been duly elected by the members, rather than a vice-president who has assumed his other duties.

 

I agree with this assessment. If not for the "elected chairman" wording, there would hardly be a question as to if the vice chairman filling in were proper.

 

 

I would note that a third possibility is that, while it may be that the vice chairman cannot automatically serve in the chairman's absence, it may be in order for C to elect the vice chairman to serve in his absence, in accordance with A and B's bylaws.

Additionally, since it seems to me that it does not violate anything in A or B's bylaws for C to send any member it chooses, I would think a great deal of deference should be given to C in this matter, since it is their bylaws which are at issue. It seems that they believe that the vice chairman is their legitimate representative.

 

Thier wishes would definitely carry significant weight. However, it isn't yet clear if this was the intention of C's membership when they passed the bylaw change, of if they had even contemplated the possibility, let alone would approve of the vice chairman being their at-large representative.

 

Thank you all for your knowledge and input.

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