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Karen W

Removal of Agent Selected by Board

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Small, non-profit board has a president who wishes to remove the Registrar and confusion exists. In Const/Bylaws, Article-Board of Directors, enumerates that there are seven board members duly elected for two year terms. The President is selected by the membership. The VP, Secretary, and Treasurer are selected by the Board of Directors. The person with the highest number of votes who is not chosen for the board is an alternate director.  The alternate director explicitly cannot vote.

In later section of the Article, it lists the duties of the officers, but includes a FIFTH person, the Registrar. It notes that the Registrar is selected by the Board, just like the VP/Sec/Treas, but the Registrar is not required to be a board director. If not a board member, then "If a member appointed, the Registrar shall have no rights of an elected director and shall be considered an "Advisor to the Board of Directors.""

Removal of "Officers" is covered under the Disciplinary Article, but the question of the board is whether the current Registrar, who is NOT a current Director (she is the Alternate Director) can be removed by a vote of the Board, or whether the disciplinary procedures must be followed. The confusion arises because the section listing the Officers does not include the Registrar, yet the section listing the duties of Officers does.

Clarifying this ambiguity is on my list of proposed amendments next June, but what is the proper procedure today? I am the Parliamentarian chosen by the board to attend meetings and offer advice. I am not a Director. I informed the President that I felt that removal of the Registar would require that he follow Disciplinary Procedures and not just a 2/3 vote of the board.

Thank you for your input.

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No, the c&bl is silent.

This is an animal breed association and the duties of the Registrar are significant. The Registrar handles all DNA requests, answers all questions from members, chairs the Registration committee, and is responsible for supervising the Registry Manager (a paid position, also selected by the board).  The Registrar is a voluntary position. Because of the knowledge and responsibility, the Registrar typically stays on board. The past several years, the person was selected each year at the initial new board meeting as specified in the c&bl. The last Registrar resigned in June at the last annual meeting and the current Registrar was selected.

In a non-related note, the Registrar is also the Alternate Director. oy

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Guest Who's Coming to Dinner
2 hours ago, Karen W said:

The past several years, the person was selected each year at the initial new board meeting as specified in the c&bl.

That constitutes a one-year term of office. You must follow your disciplinary procedures in order to remove the Registrar before the year is up.

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Well now, hold on a minute.  Barring other rules in the bylaws (which we have not seen) someone appointed to a non-elected position may be removed from that position by the appointing power.  See p. 177.

This sort of assumes that your Registrar is, in effect, a committee of one.  If he is not, what is he?  The bylaws would have to say.

Whether the Registrar has been appointed on a yearly basis is irrelevant; it is just custom (p. 19) which can be changed whenever the appointing authority wishes to do so.

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Guest Who's Coming to Dinner

It's not about election versus appointment: election is a method of appointment. It's about whether your Registrar holds an office created in the bylaws. If so (and I think so), then you must follow the disciplinary process. If not, then a two-thirds vote will do it. Only your organization can make this call because it's a matter of interpreting your inconsistent bylaws.

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Ultimately, it is up to this organization to interpret its own bylaws.  If we could see the EXACT wording of the applicable provisions, in context, we might be able to give our own opinions, but with only paraphrasing and snippets, I just don't think we have enough to go on.  The exact wording of some of these provisions could be critical and several provisions need to be read together.

At the moment, and based on what little we know,  I'm inclined to agree with Dr. Stackpole's conclusion that the Registrar is an appointed "official" (note that I did not say "officer") equivalent to, and maybe exactly as, a committee chair.  Or a one-woman committee.  She certainly has no defined term of office based on what we have been told, whereas the other real officers appear to have two-year terms.  I'm not at all convinced that she is an officer in the sense that the term is used in RONR.  I think we just can't say based on what we know so far. And we maybe couldn't say even if we could see all of the applicable bylaw provisions.  They appear to be contradictory.  I think that ultimately this organization itself has to sort this one out.

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