Bylaws interpretation

[Guest New Board Member]

Our first Board meeting is tonight and there is already a disagreement.  Each board member serves two years. 3 New members are elected every year. Traditionally, each year the board will vote on who is president, VP etc. Well this year, our president is claiming our bylaws state that we remain in our position for two years; when our term is up. Here is what our bylaws say:

The officers of the Association shall be president, vice president, secretary and treasurer. The president and secretary shall be elected from among the members of the board; other officers may,  but need not be members of the board. The board may appoint such other officers, including one or more assistant secretaries and one or more assistant treasurer‘s, as it shall be deemed desirable, such officers to have such authority and perform such duties as the board prescribed. Any two or more offices may be held by the same person, except offices are the president and secretary. Election and Term of Office:  The board shall elect the officers of the association at the first meeting of the board following each annual meeting of the voting delegates, to serve until their successors our elected.

My interpretation is each year, the current board and new members vote in president, VP, secretary and treasure. Am I correct?

 

[Gary Novosielski]

Yes, in my view, your interpretation is correct.  Although the terms of board members are two years, the language clearly specifies that the election of officers occurs annually, following "each annual meeting."  This has nothing to do with the terms of members.

This is a very common arrangement, where board members serve staggered terms of two, three, or more years, yet officers are elected annually, whether or not there has been any actual change in board membership as a result of annual elections.

I don't think it's correct to say that you "traditionally" had elections each year.  The reason you did so, in my view, was not tradition, but rather the black and white rule in your bylaws that requires a new election of officers after each annual meeting.