Officer Elections When Does Term Start.

[Guest Bill]

We had two positions on our board one of which was up for elections a few weeks ago. The membership merged that position that was up for elections with another position that had one year left in its term. The incumbent did not run for their position but a new person ran but also the person who was in the one year position that was left also ran. The membership did vote to merge these positions. The one year term position person lost so when does this new position take effect? When does the one year position person stop then being on the board since its duties are now merged with the new position?

 

Our bylaws say that transitions take place within 6 weeks for elections.

 

Our bylaws say that any bylaw changes at our summer meeting become effective January 1st.

 

We are trying to decide if:

 

The incumbent who did not run for their position is now not on the board?

 

Since the positions were merged when does the person who won this take their position on the board?

 

The person who had the one year term left and lost for the new position that was merged with their position when are they no longer on the board?

 

Thank you...

[jstackpo]

I presume it was  --  or at any rate it certainly was supposed to be  --  a bylaw amendment that merged the two elected positions into one.  (You can't (properly) do it any other way.)

 

Since bylaws go into effect immediately upon adoption, I would have to say that the winner of the election gets to serve the full term, however long the (new) position's term is defined to be in the bylaws.  If your rules say that bylaw amendments are delayed for some period after adoption, then RONR can't help much.  You will be on your own.

 

Its, unfortunately, too late now but it might have helped to adopt a "proviso", along with the bylaw amendment, that sets out how the transition from two to one position was to effect the incumbents.  

 

If the positions were "combined" without a bylaws amendment, then all bets are off, and you are on your own to figure out what to do next.

[Josh Martin]

We had two positions on our board one of which was up for elections a few weeks ago. The membership merged that position that was up for elections with another position that had one year left in its term. The incumbent did not run for their position but a new person ran but also the person who was in the one year position that was left also ran. The membership did vote to merge these positions. The one year term position person lost so when does this new position take effect? When does the one year position person stop then being on the board since its duties are now merged with the new position?

Our bylaws say that transitions take place within 6 weeks for elections.

Our bylaws say that any bylaw changes at our summer meeting become effective January 1st.

We are trying to decide if:

The incumbent who did not run for their position is now not on the board?

Since the positions were merged when does the person who won this take their position on the board?

The person who had the one year term left and lost for the new position that was merged with their position when are they no longer on the board?

How did this merger occur? Was it by an amendment to the bylaws? If so, was that amendment adopted at the summer meeting? What is all this about "transitions?" Is that just an informal meeting between the outgoing and incoming officers, or does this actually mark when the new term begins? Do your bylaws say anything else about the term of office?

[Guest Bill]

Yes the bylaws were amended to eliminate the one position that had one year left and put in place the new position ie. they were merged into the position that was up for election at the recent meetings. The membership voted in this change. They made it now one less board position.

 

Under normal circumstances the transition takes place within 6 weeks so a new director can ask questions and the prior can wrap things up.

 

At our recent meetings the bylaws say that any bylaw changes take effective January 1st 2016 which would include any new positions I would presume since it is a bylaw change.

 

Neither of the two who were in those offices have sent anything saying that they are done by x date transitioning...

 

My opinion is that since both positions that were combined those directors have already handed most of the stuff over except one position some documents etc. that we need so not sure if we have to wait for them to say they are done or we can just assume that they are within the 6 weeks which would be November 29th 2015.

 

Since the new position was a combo of both positions then it would seem that the new director could come in after November 29th 2015 versus January 1st 2016 since we did not create anything new but just reversed and retitled that position.

 

Thoughts on this...hope that I clarified it.

 

 

 

 

[Josh Martin]

Yes the bylaws were amended to eliminate the one position that had one year left and put in place the new position ie. they were merged into the position that was up for election at the recent meetings. The membership voted in this change. They made it now one less board position.

 

Under normal circumstances the transition takes place within 6 weeks so a new director can ask questions and the prior can wrap things up.

 

At our recent meetings the bylaws say that any bylaw changes take effective January 1st 2016 which would include any new positions I would presume since it is a bylaw change.

 

Neither of the two who were in those offices have sent anything saying that they are done by x date transitioning...

 

My opinion is that since both positions that were combined those directors have already handed most of the stuff over except one position some documents etc. that we need so not sure if we have to wait for them to say they are done or we can just assume that they are within the 6 weeks which would be November 29th 2015.

 

Since the new position was a combo of both positions then it would seem that the new director could come in after November 29th 2015 versus January 1st 2016 since we did not create anything new but just reversed and retitled that position.

Based on these facts, my opinion would be that the incumbents in both positions must transition the new board member by November 29th at the latest. It doesn't seem your bylaws are too clear on what happens if this fails to occur, but the simplest solution would seem to be that the new board member takes office on November 29th if the transition is not completed prior to that time. I must also say that this arrangement is extremely unusual, and I would imagine that it will eventually lead to problems. In most societies, the terms of office begin and end at fixed times and are not subject to the whims of the outgoing officers.

Since your bylaws provide that the amendments do not take effect until January 1st, however, both offices will continue to exist until that time. So as of November 29th (at the latest), the incumbent officer (whose term is expiring) will cease to be on the board and the newly elected member will take his position. The board member with a year left on his term, however, will continue to serve, since his position still exists (for now). On January 1st, the newly elected board member will serve in the new, merged position, and the board member who had a year left on his term will no longer be on the board, as his position no longer exists.