Amendment conflicts on Replacing current officers and when they take place

[Guest J. Parks]

An amendment to our constitution was made to change how the Directors are handled.

Old C & B stated 1 member from each club in the organization.

New C & B voted on and passed say's 6 directors to be elected by the membership.

They did state that the first election will commence in 2016.

 

The change to 6 elected directors is to kick in 30 day's after amendment was passed.

They did not specify that the existing directors would fill their positions until the election.

 

My feeling is that in 30 day's we have nothing but the 4 officers Pres. V Pres. Sec & Treas. on the Board

since the amendment states 6 directors however there is no election scheduled for a year. The old make up of 1 per club was 13 directors. I feel that because they did not state that current directors serve until the election we have a problem in fulfilling the new amendment on directors and feel that to be in compliance an election needs to be conducted prior to 2016.

 

What would be your interpretation of this conflict?

 

[Hieu H. Huynh]

It is ultimately up to your organization to interpret your rules. The amended constitution, once it takes effect, should be followed.

[Transpower]

Because your bylaws do not state that the directors serve "until their successors are elected" they are out of office when their terms are up.  You should have had a proviso to the bylaws stating that the current board would serve until the change in board election takes place.

[Dan Honemann]

An amendment to our constitution was made to change how the Directors are handled.

Old C & B stated 1 member from each club in the organization.

New C & B voted on and passed say's 6 directors to be elected by the membership.

They did state that the first election will commence in 2016.

 

The change to 6 elected directors is to kick in 30 day's after amendment was passed.

They did not specify that the existing directors would fill their positions until the election.

 

My feeling is that in 30 day's we have nothing but the 4 officers Pres. V Pres. Sec & Treas. on the Board

since the amendment states 6 directors however there is no election scheduled for a year. The old make up of 1 per club was 13 directors. I feel that because they did not state that current directors serve until the election we have a problem in fulfilling the new amendment on directors and feel that to be in compliance an election needs to be conducted prior to 2016.

 

What would be your interpretation of this conflict?

 

This is a question concerning how properly to interpret certain provisions in your constitution, both as they existed prior to their amendment as as they now exist following their amendment. As a consequence, it is highly unlikely that anyone here will be in a better position than you are to render an opinion, and an absolutely certainty that no one here will be able to render any credible opinion at all based solely upon your paraphrasing of these provisions.

 

About the best we can do is refer you to the principles of interpretation found on pages 588-91 of RONR (11th ed.).

 

Since it appears that provisos affecting the time when certain of the changes are to take place were included in the motion to amend your constitution, knowledge of the exact wording of this motion, including its provisos, is also required.

 

[Edited to add last sentence.]

[Guest Jerry Parks]

This is a question concerning how properly to interpret certain provisions in your constitution, both as they existed prior to their amendment as as they now exist following their amendment. As a consequence, it is highly unlikely that anyone here will be in a better position than you are to render an opinion, and an absolutely certainty that no one here will be able to render any credible opinion at all based solely upon your paraphrasing of these provisions.

 

About the best we can do is refer you to the principles of interpretation found on pages 588-91 of RONR (11th ed.).

 

Since it appears that provisos affecting the time when certain of the changes are to take place were included in the motion to amend your constitution, knowledge of the exact wording of this motion, including its provisos, is also required.

 

[Edited to add last sentence.]

This is the exact wording. Again there is no mention of current officers serving until the election: 

 

 

PROPOSED BY-LAWS

ARTICLE III

Board of Directors, Officers and Elections

Section 1:

(a) All Officers and Directors of RMHS Inc. must be Colorado residents and maintain membership in RMHS Inc. and the ARBA.

( The Board of Directors shall consist of the President, Vice- President, Secretary, and Treasurer and six district direc-tors who shall be elected by the Membership. There shall be four directors from the East Slope district (east of the Conti-nental Divide) and two directors from the West Slope district (west of the Continental Divide)

© With the exception of the first year, there shall be two directors from the East Slope district and one director from the West Slope elected annually. Directors must reside in the district that they represent.

(d) Directors will be elected by the Membership residing in their district. Voting will be by district.

(e) Members of the Board of Directors shall serve for a two year term and may only serve a maximum of two consecu-tive two-year terms.

(f) The first election of directors shall commence in 2016. Membership residing in the East Slope district will vote for four directors, the West Slope district membership will vote for two directors.

i. The two candidates receiving the most votes in the East Slope District and the candidate receiving the most votes in the West Slope District shall each serve a term of two years.

ii. The candidates in the East Slope district receiving the third and fourth most votes and the candidate in the West Slope District receiving the second most votes shall serve a term of one year.

(g) To provide continuity in administration, the President and Treasurer shall be elected in even years, and the Vice- President and Secretary shall be elected in odd years.

Section 2

The elective officers of the Association shall take office at the annual general membership meeting following their election.

[Edgar Guest]

i. The two candidates receiving the most votes in the East Slope District . . . 

 

How (unless there's a tie) can two candidates receive the most votes?

[Shmuel Gerber]

How (unless there's a tie) can two candidates receive the most votes?

 

By receiving more votes than the other candidates. Now what does that have to do with OP's original question?