Guest D. Llama Posted March 27, 2017 at 04:28 PM Report Share Posted March 27, 2017 at 04:28 PM The bylaws of an Association provide for the election of Directors by ballot - to be conducted at the annual meeting . Section 6 of the bylaws provide that : s.6 The term of office of a director is 3 years . Director X is nominated at the annual meeting to be a Director for 1 year . No one objects at the time . An election is conducted and directors X is elected . Is the election for the one year period to follow the meeting , valid or entirely void ? Thanks for any responses to this inquiry . D.Llama Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 27, 2017 at 05:33 PM Report Share Posted March 27, 2017 at 05:33 PM I think to consider that the election was for one year would not be permissible because it conflicts with the bylaws requirement that terms of office of directors are three years. I think the ultimate decision here is up to the society, but I think the choices are between declaring the election invalid or that it is valid but for a term of three years rather than one year. My own opinion, for whatever it is worth and without having seen the bylaws, is that this director was elected for a period of three years regardless of what statements were made prior to the election. Quote Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted March 27, 2017 at 05:51 PM Report Share Posted March 27, 2017 at 05:51 PM 1 hour ago, Guest D. Llama said: s.6 The term of office of a director is 3 years . >> Director X is nominated at the annual meeting to be a Director for 1 year. This oral error (or mis-reading, or mis-undersanding, or pure ignorance) will not override a bylaw definition of "term of office". You cannot terminate early a term of office, just as you cannot lengthen, by sheer diktat, a term of office, if a superior document is found to say otherwise. Quote Link to comment Share on other sites More sharing options...
Guest D.Llama Posted March 27, 2017 at 08:42 PM Report Share Posted March 27, 2017 at 08:42 PM Mr. B. and Mr . G - obliged for both response - and both helpful perspectives . I cannot see that to consider it invalid for the one year period ( Mr . Brown ) but then as constructively sound as an election for three years - a real difficulty . When the Chair mistakenly and carelessly allowed the stated nomination of one year to go forward - that created an expectation that X would only be in the position for that period . The section 6 bylaw is verry specific - " "is three years ". If it indicated say " up to three years " then that would be OK - if one year . But this is not and tends to persuade than an election under section 6 never occurred . Obliged to both of you for helping me think this through and if you have any follow up would be glad to hear that . DLlama Quote Link to comment Share on other sites More sharing options...
g40 Posted March 29, 2017 at 06:50 PM Report Share Posted March 29, 2017 at 06:50 PM Was there some reason the Nomination and election were for a term of one year? One possibility might be that elsewhere in the Bylaws there might be provision for unexpired terms. [I am a Board member of such an organization]. If such a provision exists and there is one year remaining on a vacancy with an unexpired term of one year, the described situation would or could be fine. Quote Link to comment Share on other sites More sharing options...
George Mervosh Posted March 30, 2017 at 05:01 PM Report Share Posted March 30, 2017 at 05:01 PM I suppose I'm a lone wolf here. I can't agree that an election to a 1 year term is valid by saying later "oops, we mean you're elected to a 3 year term". I think the election was something done in violation of the provisions of the bylaws and should be ruled null and void assuming someone actually raises a point of order (hopefully, our original poster). Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted March 30, 2017 at 07:48 PM Report Share Posted March 30, 2017 at 07:48 PM 2 hours ago, George Mervosh said: I suppose I'm a lone wolf here. I can't agree that an election to a 1 year term is valid by saying later "oops, we mean you're elected to a 3 year term". I think the election was something done in violation of the provisions of the bylaws and should be ruled null and void assuming someone actually raises a point of order (hopefully, our original poster). No, you're not alone. Quote Link to comment Share on other sites More sharing options...
Alexis Hunt Posted March 31, 2017 at 08:20 PM Report Share Posted March 31, 2017 at 08:20 PM On 30/03/2017 at 1:01 PM, George Mervosh said: I suppose I'm a lone wolf here. I can't agree that an election to a 1 year term is valid by saying later "oops, we mean you're elected to a 3 year term". I think the election was something done in violation of the provisions of the bylaws and should be ruled null and void assuming someone actually raises a point of order (hopefully, our original poster). I agree with this in general, but I also think it's highly dependent on context. The precise ruling here depends on the question put to the assembly by the chair. If it was indeed, for a 1 year term, then the motion contradicts the bylaws and is null and void. If, by contrast, someone said in debate that the position is one year, but the chair put the question as "We are now voting on the election for the vacant spot of Director.", then there is a regrettable mistake but the decision stands. Quote Link to comment Share on other sites More sharing options...
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