Authority to Un-appoint?

[Joshua Katz]

The term of office lacks any language about the election of successors.  As a result, I think the term ends at the conclusion of 3 years, which is January or earlier.  As a result, regardless of anything else, I think the appointee is out of office in January (or earlier).  

Under this language, I agree that the new officers cannot perform their duties until they take their oath, but I think they are officers, regardless of any oath, once the inauguration concludes, even if they were not present.  But that's just my opinion; only your organization can interpret its bylaws.

6 minutes ago, Guest Jimm said:

 I understand there is no "un-appoint" technically, but it seems the EB who appointed could also move to relieve such person (they appoint to position, they can relieve). 

Yes - through any procedure in your bylaws or, absent that, the discipline procedure in RONR.  Just because they feel like it, no.  If you mean the latter, what you've written here amounts to "I understand, but I continue to think the opposite."  When the bylaws authorize them, or anyone, to fill a vacancy, the person they put into that vacancy becomes, unless the bylaws say otherwise, a real-live holder of that office.  They are no more subject to the whims of the board than the other members who got there a different way.  If the electoral college lacks a majority, and the House elects the President, do you think the House can then, without impeachment, remove the President because they put him there?  See also Humphrey's Executor (President cannot remove FTC member, despite appointing them, for political disagreements, where a law provided for for-cause firing).  Here, the relevant rules are your bylaws and RONR which, together, tell you how people are removed from office - and if neither says "because the board feels like it," then they're not removed because the board feels like it, regardless of how they attained their office.

[Richard Brown]

Well. The bylaws provisions that Guest Jimm just posted certainly shed a different light on some aspects of this discussion, but I am on my cell phone and will have to elaborate later .

[jstackpo]

Earlier Jimm wrote...

Oct 2014 was the first election.  The EB was to take office after that election, naturally.  But, there was a run-off for one of the EB positions.   The newly elected EB waited until that run-off election was completed before they got around to holding their first EB meeting in January 2015, three months after the election was held.   They are basing their "term" on 3 years from when they held their first EB meeting officially.

Jimm

 

Well, that ain't RONR's definition (or the world's for that matter) of a "term".  Ask your friends where they got that nonsense. 

Edited December 11, 2017 at 08:07 PM by jstackpo

[Richard Brown]

Guest Jimm, please get over this notion that the board can arbitrarily "unappoint" officers or board members that it appoints to fill vacancies. It cannot.

[Guest Jimm]

20 hours ago, Richard Brown said:

Guest Jimm, please get over this notion that the board can arbitrarily "unappoint" officers or board members that it appoints to fill vacancies. It cannot.

 

That's why I brought this question to the forum in the first place,,,,,   to get the expert's opinion as to whether it was appropriate for the new EB to do this or not.

 

However, as gleaned from the comments above, it seems the new President (and new EB) can simply declare the incumbent's term over and not recognize him any longer as holding any voting power in the organization's business even if his successor has yet to be sworn in.   A different approach ending with the same effect!

 

Thanks again all!

 

Jimm

[Richard Brown]

8 minutes ago, Guest Jimm said:

 

. . . . However, as gleaned from the comments above, it seems the new President (and new EB) can simply declare the incumbent's term over and not recognize him any longer as holding any voting power in the organization's business even if his successor has yet to be sworn in.   A different approach ending with the same effect. . .! .

1

Well, I don't think that is exactly what any of us have said.  What we have said is that it is a matter of bylaws interpretation as to when the term of a director appointed to fill a vacancy ends.  We have certainly not been unanimous in our opinions of when that occurs.  But, since it is a matter of bylaws interpretation, it is ultimately up to your organization to decide it.  That is normally done by someone making a point of order (such as that the member's term has ended), the chair rules on the point of order, and the ruling of the chair is then appealed to the assembly for a final decision.

[Guest Jimm]

20 hours ago, jstackpo said:

 

Well, that ain't RONR's definition (or the world's for that matter) of a "term".  Ask your friends where they got that nonsense. 

 

I know where they got it -- They just made it up!     And, because they are currently sitting  the seats, their will ranks supreme it seems!    It is the opinion of many that they should have already vacated their seats to make room for the newly elected Board, but they choose not to call that meeting!

The next EB will seek by-laws amendments to rectify this loophole for the organization's future.   There is absolutely no good reason that an organization's ousted EB should have their own discretion as to when they wish to turn over the control of an organization when the membership didn't reelect them across the board.

Thanks again for all your comments!

 

Jimm

[Guest Jimm]

1 minute ago, Richard Brown said:

Well, I don't think that is exactly what any of us have said.  What we have said is that it is a matter of bylaws interpretation as to when the term of a director appointed to fill a vacancy ends.  

 

OK, I accept that.   So, at their first EB meeting, the motion it made to declare the incumbent's term over.   The motion is debated (for however long it needs to be) and put to the new Board, who voted unanimously to approve the motion.   The interpretation is made.   Or, the new President makes that ruling as part of his authority and makes the interpretation himself.   If nobody in the new EB appeals the decision of the chair, the interpretation stands.

The society's by-laws thus will have been "interpreted" and the society's seated President interpreted them with the new EB's support by either not appealing, or by upholding the interpretation of the chair.

 

That's what I "gleaned" !

 

Thanks again.

 

Jimm

[Joshua Katz]

3 hours ago, Guest Jimm said:

I know where they got it -- They just made it up!     And, because they are currently sitting  the seats, their will ranks supreme it seems!    It is the opinion of many that they should have already vacated their seats to make room for the newly elected Board, but they choose not to call that meeting!

 

Does this organization have membership meetings? 

[Josh Martin]

On 12/11/2017 at 12:41 PM, Joshua Katz said:

I agree that's unlikely, but I think specificity enables us, here, to stop before considering intent.

I don’t know, providing that the term of office ends at two different times seems pretty ambiguous to me. I think considering intent is perfectly appropriate.

On the other hand, now that I see how convoluted these bylaws are, I don’t know that I can fairly say that I can guess the intent of the society.

On 12/11/2017 at 1:34 PM, Guest Jimm said:

I understand there is no "un-appoint" technically, but it seems the EB who appointed could also move to relieve such person (they appoint to position, they can relieve).   I also believe that the incumbent's term ended already, but for sure when the next EB meeting occurs.

How many terms do you intend on making up?

If the board appoints a person, they can remove that person. That’s it. You can call it something else if you want, but the rules remain the same, and the rules for removing officers are in FAQ #20.

On 12/11/2017 at 1:34 PM, Guest Jimm said:

I was looking for comments here to be used to advise the new President and EB members how to proceed once they "swear" their oath and take their seats minus the one who is delayed.

I would advise they proceed by amending their bylaws into something more sensible.

In the mean time, the board should interpret the current bylaws to determine whether the incumbent board member’s term has ended (I would tentatively suggest that it will end at the time of the board meeting, if it has not ended already). If it has not, I think you’re out of luck, as the fixed term language in your bylaws means that board members may only be removed for cause.

On 12/11/2017 at 1:34 PM, Guest Jimm said:

Art. IX SECTION 11. All officers and Executive Board members shall be inaugurated at the next Executive Board meeting of the organization to be held following election and shall assume office immediately after such inauguration. Before entering upon the duties of their respective offices, the newly elected officers shall subscribe to the following installation obligation:

Well, based on this, perhaps there is a reasonable basis for the assertion that the new board member’s term does not end until the swearing in. There is still some ambiguity, as the bylaws assume that this swearing in occurs at the first board meeting following the election, and makes no provision for what happens if this does not occur. Additionally, the bylaws also provide that the term of office is a fixed three years - there is no “until their successors are elected” or “until their successors take office” clause. So it could be argued that the incumbent’s term still ends, even if the successor’s term has not yet begun.

3 hours ago, Guest Jimm said:

OK, I accept that.   So, at their first EB meeting, the motion it made to declare the incumbent's term over.   The motion is debated (for however long it needs to be) and put to the new Board, who voted unanimously to approve the motion.   The interpretation is made.   Or, the new President makes that ruling as part of his authority and makes the interpretation himself.   If nobody in the new EB appeals the decision of the chair, the interpretation stands.

The society's by-laws thus will have been "interpreted" and the society's seated President interpreted them with the new EB's support by either not appealing, or by upholding the interpretation of the chair.

That's what I "gleaned" !

So long as at is understood that this interpretation is to be based on what the board honestly believes to be the actual meaning of the bylaws, and not simply what happens to be convenient for the board, what you have gleaned is correct.

Edited December 12, 2017 at 08:12 PM by Josh Martin

[J. J.]

On 12/11/2017 at 2:34 PM, Guest Jimm said:

----------------------------   Relevant by-laws citations--------------------------------------------

Art. III SECTION 3. A majority of the members of the Executive Board shall constitute a quorum, and such quorum shall have power to transact all business of the Executive Board. Regular meetings of the Executive Board shall be held once every six months or at the call of the President upon the request of a majority of the members of the Board at a designated date, time and place. All members of the Board shall be given reasonable notification by the Secretary-Treasurer of any meeting of the Board. Meetings of the Executive Board may be conducted by telephone conference or other electronic means.

  

Art. IX SECTION 2. The officers and members of the Executive Board shall be elected by secret ballot vote of the membership and shall hold office for a term of three (3) year(s) and be elected for the above term at the election to be held in October, 2014 and every three (3) year(s) thereafter.

  

Art. IX SECTION 11. All officers and Executive Board members shall be inaugurated at the next Executive Board meeting of the organization to be held following election and shall assume office immediately after such inauguration. Before entering upon the duties of their respective offices, the newly elected officers shall subscribe to the following installation obligation:

 "I, ---------------------------------------------, do solemnly pledge my word and honor before these witnesses that I will, to the best of my abilities, perform the duties of my office. At the close of my official term, I will turn over to my successor all books, records, and all other properties, including funds, of this organization, that may be in my possession.….”

 

 ARTICLE XXII Vacancies in Office

In the event any vacancy is created by the resignation or removal of an official of the organization, the Executive Board shall be empowered to appoint a successor to fill the balance of the unexpired term, and such appointee shall hold office until the next regular election for that office.

I see nothing in the italicized text that would leave me to believe that the obligation needs to administered at a board meeting. 

[Richard Brown]

43 minutes ago, J. J. said:

I see nothing in the italicized text that would leave me to believe that the obligation needs to administered at a board meeting. 

I agree, although the oath is referred to as an "installation obligation".  I suppose that does open it to interpretation.

Edited December 13, 2017 at 03:20 PM by Richard Brown
Added everything after "I agree". . .

[Joshua Katz]

5 minutes ago, Richard Brown said:

open it to interpretation.

Like everything else in those bylaws.  Good luck.