In California Posted January 14, 2017 at 05:11 AM Report Share Posted January 14, 2017 at 05:11 AM Our bylaws have three-year term limits, with special provision for an additional year -- with one-year gaps between terms. California law also mandates four-year term limits for our kind of corporation. Two of our officers -- Chairman and Treasurer -- are in their fifth and sixth years, respectively. The treasurer is also the chairman of the nomination committee. At the last meeting, when it came time for his report, he reported that the committee had no report, and on this advice, the board tabled electing new officers. Unfortunately, the committee did have nominees to report. Since then, the rest of the board has been made aware of this situation and have called a special meeting to elect new officers. Our officers serve one-year terms, or until a successor assumes the duties of office. My question - do we have to notify and invite the current chairman and treasurer to the meeting -- even though they've exceeded the term limits, or are they automatically out, and we're without officers until we elect new ones? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted January 14, 2017 at 05:28 AM Report Share Posted January 14, 2017 at 05:28 AM This sounds like a mess. In my opinion, since they serve until a successor assumes the duties of office (the recommended language in RONR is until their successors are elected, and I think it is preferable), they are still in office until new officers take office. On the other hand, a point of order could be raised regarding their disqualification for office. Stay tuned for more decisive answers. Quote Link to comment Share on other sites More sharing options...
In California Posted January 14, 2017 at 05:56 PM Author Report Share Posted January 14, 2017 at 05:56 PM Quote This sounds like a mess. Thanks, yes it is. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted January 14, 2017 at 05:59 PM Report Share Posted January 14, 2017 at 05:59 PM If the chairman and treasurer were, at some time in the past, announced as elected to those positions, then they are still the chairman and treasurer until a point of order is raised at a meeting. So they should receive notice of the special meeting. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 14, 2017 at 06:12 PM Report Share Posted January 14, 2017 at 06:12 PM Even if these officers are finally determined to be in ineligible to serve in (or are voted out of) their respective offices, won't they still be members of the board? Quote Link to comment Share on other sites More sharing options...
In California Posted January 14, 2017 at 06:38 PM Author Report Share Posted January 14, 2017 at 06:38 PM Quote Even if these officers are finally determined to be in ineligible to serve in (or are voted out of) their respective offices, won't they still be members of the board? Sorry, I wasn't clear. They've exceeded their terms as members of the board. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 14, 2017 at 06:43 PM Report Share Posted January 14, 2017 at 06:43 PM 2 minutes ago, In California said: Sorry, I wasn't clear. They've exceeded their terms as members of the board. Well, then, who elects the members of the board? Quote Link to comment Share on other sites More sharing options...
In California Posted January 14, 2017 at 06:46 PM Author Report Share Posted January 14, 2017 at 06:46 PM Board members are nominated by the Nomination Committee, but ultimately the membership elects them. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 14, 2017 at 06:55 PM Report Share Posted January 14, 2017 at 06:55 PM Then I very much doubt that your board has the authority to declare them ineligible to serve as members of the board. In any event, don't fail to send them notice of this special meeting of the board that you say is to be held. Quote Link to comment Share on other sites More sharing options...
In California Posted January 14, 2017 at 06:57 PM Author Report Share Posted January 14, 2017 at 06:57 PM The board doesn't have the authority to remove board members who are ineligible to serve? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 14, 2017 at 07:03 PM Report Share Posted January 14, 2017 at 07:03 PM I very much doubt that they do, but I haven't read your bylaws. If the membership elected them, the membership has, in effect, decided that they are eligible to serve, and the board ordinarily would be without power to decide otherwise. Quote Link to comment Share on other sites More sharing options...
In California Posted January 14, 2017 at 07:04 PM Author Report Share Posted January 14, 2017 at 07:04 PM They technically haven't been reelected. They just continue to show up and run the organization. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted January 14, 2017 at 07:07 PM Report Share Posted January 14, 2017 at 07:07 PM I'm afraid that it is up to the membership to make this determination. Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted January 14, 2017 at 09:11 PM Report Share Posted January 14, 2017 at 09:11 PM 2 hours ago, In California said: They technically haven't been reelected. They just continue to show up and run the organization. Uh-oh. Do your bylaws say these board members serve "AND until their successors are elected?" If they don't, then the offices have been vacant since the term expired. Either way, your elections are overdue and should be conducted as soon as possible, observing whatever term limits may apply. Quote Link to comment Share on other sites More sharing options...
In California Posted January 14, 2017 at 10:41 PM Author Report Share Posted January 14, 2017 at 10:41 PM No, they serve one-year terms, or until a successor assumes the duties of office. So the offices are vacant. So now, back to the term limits -- are they still on the Board until the rest of the Board votes them off (or at least votes to acknowledge the current board), or they out, see-you-later, and we're not going to give them notice of the meeting? Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted January 15, 2017 at 12:37 AM Report Share Posted January 15, 2017 at 12:37 AM The board cannot change the results of an election by the membership unless the bylaws give the board such power. Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted January 15, 2017 at 02:53 AM Report Share Posted January 15, 2017 at 02:53 AM 5 hours ago, Guest Who's Coming to Dinner said: Uh-oh. Do your bylaws say these board members serve "AND until their successors are elected?" If they don't, then the offices have been vacant since the term expired. Either way, your elections are overdue and should be conducted as soon as possible, observing whatever term limits may apply. I'm not so sure about this. RONR, pp. 573-574, makes it clear that the difference between the two phrases "or until..." and "and until..." is in how an officer can be removed from office before his term has been completed. It seems to me that once the calendar-defined term of office has been completed, both phrases produce the same result - i.e., the officer remains in his position until a successor is elected. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 15, 2017 at 04:06 AM Report Share Posted January 15, 2017 at 04:06 AM 5 hours ago, In California said: No, they serve one-year terms, or until a successor assumes the duties of office. So the offices are vacant. So now, back to the term limits -- are they still on the Board until the rest of the Board votes them off (or at least votes to acknowledge the current board), or they out, see-you-later, and we're not going to give them notice of the meeting? No, I believe that the distinction between And and Or, while it can be critical in other contexts, is not an important difference once the natural terms are over. The point is that their terms, if not ended prematurely, continue until a successor, at the very least, exists. Quote Link to comment Share on other sites More sharing options...
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