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Guest Eric

Appointing a board member at large

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Guest Eric

Our association has a board member at large that has resigned and per our by-laws the president can appoint a replacement with approval from the rest of the board. In the section that states this appointment power, it does not state any requirements that the appointee must have. In the section that details about being elected to an office, it states that someone must be a member for at least a year. Since requirements are not stated in the appointment section, can the president appoint anyone (that is a current member)? Below are what our bylaws state:

ARTICLE V Officers and Members at Large

Section 2. Active members who have been members in good standing for at least one (1) calendar year shall be eligible for elections as officers and members at large of the Association. President-Elect shall have at least one (1) full year of active committee service with IEHA (i.e., Executive Board Member, Standing Committee Member, Non-Standing Committee Member, etc…)

Section 3. In the event that any officer or member at large, except the President shall terminate membership or become otherwise unable to serve or conduct the assigned duties of the office to which elected, the President shall name a successor, subject to confirmation of the Executive Board, who shall serve until the term of the office expires.

Thanks!

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I'm not sure what the difference is between an active member, a member in good standing, and a member at large of the Association.

However, this appears to be a matter of bylaws interpretation rather than a matter of the rules in RONR.  

If the president nominates someone you feel is ineligible, and that appointment is confirmed by the Executive Board, then a point of order can be raised, ruled upon by the chair, and, if unfavorable, Appealed (§ 24).

Edited by Gary Novosielski

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18 hours ago, Gary Novosielski said:

I'm not sure what the difference is between an active member, a member in good standing, and a member at large of the Association.

However, this appears to be a matter of bylaws interpretation rather than a matter of the rules in RONR.  

If the president nominates someone you feel is ineligible, and that appointment is confirmed by the Executive Board, then a point of order can be raised, ruled upon by the chair, and, if unfavorable, Appealed (§ 24).

I agree with Mr. Novoselsky, but would add that the way I read the quoted bylaw provision, it refers to the qualifications needed for ELECTION to office. That is not, in my opinion, the same thing as stating a requirement in order to serve as such an officer.

I also agree with Mr. Novoselsky that this is ultimately a matter of this organization interpreting its own bylaws. I further agree with mr. Novoselsky on the appropriate method for objecting to such an appointment if someone on the executive board believes it is inappropriate.

However, I'm not sure we agree on this one point:  Since the bylaws provide that the executive board must confirm or ratify the appointment, I believe that a point of order as to the lack of qualifications should be made at a meeting of the executive board. I question whether the membership at large would have the right to overturn the ratification of the executive board.

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Under the default assumption that the membership is a superior body to the Executive Board, I think the membership could have the right to raise a point of order.  I agree with Mr. Brown that the membership probably could not overturn an appointee duly named by the president and ratified by the Board, since these are explicitly granted  powers.  But I think they might well have the right to raise a point of order if the Board failed to follow the bylaws and appointed a person who not eligible to serve.   

I'm not taking a position on whether the language in these  particular bylaws restricts serving or merely election.  I would leave that interpretation up to the organization.

I look forward to additional opinions.

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