Election timing

[Guest John]

Part of our club's election by-law reads as follows:

"Directors will hold office from the adjournment of the AGM at which they were elected until the end of the following AGM, or until their successors are appointed or elected."

It is this last part -- "or until their successors are appointed or elected" -- that has me confused. If the election of directors was held one hour into a three hour AGM, for example, would the old directors officially cease to hold office at that exact moment of time (mid-meeting) when the new directors -- their successors -- were declared elected?

[Bruce Lages]

That would appear to be a logical and reasonable interpretation, but bylaw interpretation is beyond the scope of this forum, so your orgainzation will have to decide for itself if that is the appropriate conclusion. See pp. 588-591 of RONR, 11th ed. for some principles of bylaw interpretation.

 

For what it's worth, the phrase in question here is usually included in the bylaws to insure that the current officers remain in office if the election of new officers is delayed for any reason,and thus usually is applied to lengthen a term of office. The presence of that phrase can also change the procedure for removing officers before their term is up.

 

If you think this will cause a problem for your organization, consider amending your bylaws to remove the possibility of a change of officers in mid-meeting.

[Richard Brown]

While I agree with Bruce that your organization must interpret its own bylaws, it seems pretty clear to me that, when taken as a whole, the quoted bylaw provision means that directors take office upon adjournment of the annual meeting and serve until the end of the next AGM or until their successors are appointed or elected.  The terms of the current directors won't end instantly upon election of the new directors because the first part of that provision says that directors assume office at the adjournment of the AGM.

 

Since the new directors can't assume office until the end of the meeting, interpreting that provision to mean that the current directors go out of office at the exact moment their successors are elected would mean that there are no directors until the meeting ends.... because the new directors don't assume office until the meeting ends.... not immediately upon election.

[Josh Martin]

You may be conflating the time at which the new officers are elected (thereby ending the term of the current/former officers) with the time at which they take office (i.e. the end of the meeting).

 

It looks to me like there might not be any officers for a couple of hours.

Even though the bylaws clearly state that the "Directors will hold office from the adjournment of the AGM at which they were elected until the end of the following AGM?"

It seems to me that the provision about "or until their successors are appointed or elected" is intended to provide that the officers shall continue to serve in the event of an incomplete election, and also to permit the organization to remove its officers without formal disciplinary procedures. RONR advises societies to include very similar language and suggests that it means exactly that.

It seems unlikely that the intent of the provision was to render the statement that directors will serve "from the adjournment of the AGM at which they were elected until the end of the following AGM" to be at least partially meaningless. If the society had intended to have officers take office immediately upon election, there would be no need to include this statement. It seems even more unlikely that the society intended to have no officers for a portion of its annual meeting.

[Edgar Guest]

Even though the bylaws clearly state that the "Directors will hold office from the adjournment of the AGM at which they were elected until the end of the following AGM?"

 

The more I thought about what I posted the less sense it made, Which is why I deleted it before seeing that you had replied. Sorry about that.

 

[in the interest of full disclosure, my deleted post was a reply to Mr. Brown's post.]