Appointed to permanent.

[Thomas]

Good Afternoon,

 

We had a vacancy in a board position during our fiscal year which the President then filled this position with an appointee. This person did an amazing job and it is now coming up on our January meeting in which we nominate for positions.  Since this position is not "vacant" we can make her permanent by simple majority vote at the January meeting, correct?  Or do we formally have to vote her in, like any other "Vacant" position in February?

Our bylaws only state that vacant positions to be nominated in January and voted on in February.

Edited December 27, 2018 at 05:34 PM by Thomas

[Chris Harrison]

That depends on how your bylaws specify a vacancy is filled (and how long this filling lasts for) and if this position was actually up for election in January and February. 

[Thomas]

The bylaws state that all vacant positions are to be nominated in January and voted on in February.

That the appointed position is to be filled until the expired term... this position does not have yearly voting. It's locked in basically unless they are voted out or resign.

This member was appointed in March, and would like to continue in this position. Formally speaking, can we not just vote in January to make it official since it is technically not vacant? Or does she have to go through the process of nomination in Jan and voted on in Feb?

Edited December 27, 2018 at 05:46 PM by Thomas

[Joshua Katz]

8 minutes ago, Thomas said:

this position does not have yearly voting. It's locked in basically unless they are voted out or resign.

I don't understand what this means. Can you show us the exact bylaw language please?

Also, do your bylaws permit the President to appoint people to fill vacancies?

[Thomas]

I apologize.

Bylaws state:

"In case of resignation or other vacancy in the board of directors, the president shall appoint a director to fill the expired term."

 

This is for a coaching position. Only the Executive Board is nominated and voted on each year.  Coaches are not.   Coach A was removed in February, and Coach B was appointed in March. Can't we just make Coach B permanent at the next meeting or does the coach have to go through the formalities? 

 

[Josh Martin]

4 hours ago, Thomas said:

I apologize.

Bylaws state:

"In case of resignation or other vacancy in the board of directors, the president shall appoint a director to fill the expired term."

 

This is for a coaching position. Only the Executive Board is nominated and voted on each year.  Coaches are not.   Coach A was removed in February, and Coach B was appointed in March. Can't we just make Coach B permanent at the next meeting or does the coach have to go through the formalities? 

I still don’t understand this situation. You say that there was a vacancy in a board position. The president filled this position by virtue of a provision in the bylaws which provides that “In case of resignation or other vacancy in the board of directors, the president shall appoint a director to fill the expired term.” (Presumably, the drafters meant to say the unexpired term.) This rule makes no reference to when such an appointment must be made, and contains no suggestion that the appointment is temporary. Read in isolation, it would seem that this person shall serve in office for the balance of the term, and no further action in this regard is necessary.

You also say, however, that your bylaws provide that “all vacant positions are to be nominated in January and voted on in February,” although the exact wording of this rule has not been provided. Until we see what that rule provides, I am not certain we can provide an intelligent answer to this question (and possibly not even then, since this is a question about interpreting your organization’s own rules, which your organization must do for itself).

This is further complicated by the fact that you say that this position has no set term (“this position does not have yearly voting. It's locked in basically unless they are voted out or resign..”) which calls into question whether the appointment rule is applicable in this situation, since that rule refers to appointing a member to serve the balance of the term.

Finally, are your coaches board members? You have said at times that the vacancy was in a board position and at other times that it was a coaching position.

Edited December 27, 2018 at 10:46 PM by Josh Martin

[Thomas]

Forgive me. As I am going to have a lot of questions.  We have always used Robert's Rules for parliamentary procedure. I, myself, have taken on a larger role in the organization and I want to do things the right way.

Our coaches are board members.  We have a lot of members, coaches and commissioners are board members along with the Officers (VP, Secretary, Sgt. in Arms, and Treasurer) 17 voting position in all.

I think you did answer it. I think no further action is required. The coach is in the position.

[Joshua Katz]

1 hour ago, Thomas said:

"In case of resignation or other vacancy in the board of directors, the president shall appoint a director to fill the expired term."

 

Okay, so, from your other post, it appears that coaches are a type of director. (Directors, by the way, are all officers, since director is a type of officer.) So now we know that, probably, the president had the power to fill the vacancy. But I still don't understand the "locked in" provision. Ordinarily, positions have terms of office. Do the bylaws specify that this one doesn't?

 

45 minutes ago, Thomas said:

I think you did answer it. I think no further action is required. The coach is in the position.

I don't think anything in what Mr. Martin or I have said could be taken as answering your question or suggesting that no further action is required. My gut says that, in fact, action is needed, but that's just a gut reaction based on what I know so far. My fear is that this question is going to involve enough interlocking bylaw provisions that, as Mr. Martin suggests, saying anything intelligent about it will be hard for us (and it sounds like there are some ambiguities involved, making it a matter of bylaw interpretation which only your organization can do, ultimately). So I'm not sure how much further to go here, but I want to make clear that neither of us have suggested, as far as I can tell, that the answer is "do nothing."

[Thomas]

7 minutes ago, Joshua Katz said:

Okay, so, from your other post, it appears that coaches are a type of director. (Directors, by the way, are all officers, since director is a type of officer.) So now we know that, probably, the president had the power to fill the vacancy. But I still don't understand the "locked in" provision. Ordinarily, positions have terms of office. Do the bylaws specify that this one doesn't?

 

I don't think anything in what Mr. Martin or I have said could be taken as answering your question or suggesting that no further action is required. My gut says that, in fact, action is needed, but that's just a gut reaction based on what I know so far. My fear is that this question is going to involve enough interlocking bylaw provisions that, as Mr. Martin suggests, saying anything intelligent about it will be hard for us (and it sounds like there are some ambiguities involved, making it a matter of bylaw interpretation which only your organization can do, ultimately). So I'm not sure how much further to go here, but I want to make clear that neither of us have suggested, as far as I can tell, that the answer is "do nothing."

It was stated, that this person is already in position, therefore the "do nothing" does suffice. I want to do things the right way, no where in the bylaws does it state that an appointed position must be voted in to obtain voting rights. My original post was about this. Do they have to be actually voted in, but since they have been already appointed, it seems this does not need to happen.

 As Robert's Rules and the complexities of it are new to me, I am just seeking advice.  The board member does not have any term limits in the by laws. Only the Officers do. Head Coaches and Commissioners in our organization do not have term limits. Is this unwise? Should I bring this up at a meeting? As far as I can tell, they have never had set term limits in the 50+ years we have been around.

[Joshua Katz]

Well, Mr. Martin can speak for himself, but he said:

1 hour ago, Josh Martin said:

This rule makes no reference to when such an appointment must be made, and contains no suggestion that the appointment is temporary. Read in isolation, it would seem that this person shall serve in office for the balance of the term, and no further action in this regard is necessary.

This seems correct to me, but it also seems that the term may have ended, or may not, because I still don't understand your bylaws.

3 minutes ago, Thomas said:

 I want to do things the right way, no where in the bylaws does it state that an appointed position must be voted in to obtain voting rights.

Well, I think it's relatively clear that they don't need to be voted in to fill the unexpired portion of whatever the term may be, but your original question seemed to suggest that we're talking about continuing in office after a possible election date. Without more, I'd say you need to hold an election, but there is this added wrinkle of how the term works which I do not yet understand.

4 minutes ago, Thomas said:

The board member does not have any term limits in the by laws. Only the Officers do. Head Coaches and Commissioners in our organization do not have term limits. Is this unwise? Should I bring this up at a meeting? As far as I can tell, they have never had set term limits in the 50+ years we have been around.

Well, a term limit is different from a term. A term simply means how long they serve before being chosen again, so to speak, whereas a term limit limits the number of terms an individual person may serve. But, again, it sounds like your coaches are directors, and directors are officers, so I don't find those words helpful in this context. Presumably, somewhere in your bylaws it says that coaches are on the board. Can you quote that provision, as well as anything about how coaches are selected?

[Thomas]

We list the board of directors as Head Coaches and Commissioners. The officers consist of President, VP, Secretary, Treasurer and Sgt. At Arms.

Under our Article for Elections it states:

A. Nominations for Officers shall take place at the January Meeting.

B. Voting shall take place at the February meeting and shall be by secret ballot. The nominees receiving the greatest number of votes shall be installed into office at that meeting.

C. In case of resignation or other vacancy in the board of directors, the president shall appoint a director to fill the expired term.

D. In case of resignation of an officer or a vacancy in any of the offices, the board of directors shall elect to fill said vacancy for the unexpired term.

 

 

Again, I am soon taking on the Presidency of this organization and I want things to be a little more systematic and smooth. With that being said, I am trying to understand Robert's Rules as best as I can in order to lead with efficiency.

 

[Joshua Katz]

2 minutes ago, Thomas said:

We list the board of directors as Head Coaches and Commissioners. The officers consist of President, VP, Secretary, Treasurer and Sgt. At Arms.

 

It is crucial how exactly it says this. According to RONR, directors are officers, so when you say:

2 minutes ago, Thomas said:

A. Nominations for Officers shall take place at the January Meeting.

 

My interpretation would be (personally, but again, only your organization can interpret your bylaws) that this includes all directors, hence includes your coaches. But that may not be correct if your bylaws define officers differently. Most likely, it creates an ambiguity only your organization can figure out. That your bylaws define officer differently is suggested by:

4 minutes ago, Thomas said:

 C. In case of resignation or other vacancy in the board of directors, the president shall appoint a director to fill the expired term.

 D. In case of resignation of an officer or a vacancy in any of the offices, the board of directors shall elect to fill said vacancy for the unexpired term.

 

C puzzles me. Should it say "unexpired term?" In any case, it refers to a term, so it's not completely consistent with the position having no term at all. But D is not consistent with the interpretation that A (and by implication, B ) applies to all directors, including coaches. In short, there probably is no interpretation of this provision which is completely consistent, and hence no clear answer to whether the appointee in your original post remains in office right through the February meeting or not. I'd suggest that your organization decide how this should work, and amend the bylaws to make it clear one way or the other.

The other possibility, which I think is what was likely intended, is that coaches are really ex officio board members. But then it's not at all clear that the authorization to fill board vacancies permits replacing resigned, etc. coaches. 

[Thomas]

I appreciate all input. So many things have "just always been done this way"  But it opens up so much room for few people doing the work and others feeling left out because "it's always been done this way"  I want things in writing and have things done by the book so there's little room for debate on the structure of the organization.

There are no written rules for the Board of Directors to be elected. Only replaced. Perhaps we need to get something in there. Our foundation is strong, we have a pretty big organization, but I want systematic. I've been pouring through the 11th edition, also attending our league meetings which has a little more experience with Robert's Rules. I know it will take time, I just want to be on the right path to run this the best way possible.

[jstackpo]

1 minute ago, Thomas said:

I've been pouring through the 11th edition, also attending our league meetings which has a little more experience with Robert's Rules

You might do well to get yourself a copy of

RONRIB:

"Roberts Rules of Order Newly Revised In Brief", Updated Second Edition (Da Capo Press, Perseus Books Group, 2011). It is a splendid summary of all the rules you will ever need in all but the most exceptional situations. And only $7.50! You can read it in an evening. Get both RONRIB and RONR (scroll down) at this link: 

http://www.robertsrules.com/inbrief.html

Or in your local bookstore.

And give (late Christmas present) copies to your board members.

[Thomas]

I will do just that! Thank you. I saw some books on Robert's Rules, I did not see this one, I only went with the official. I didn't want to get steered down the wrong path.

Thanks again.

[Guest Zev]

I get the impression that when the bylaws were adopted the creators were just a little bit wordy and inserted extra verbiage that now years later raises questions.

1 hour ago, Thomas said:

C. In case of resignation or other vacancy in the board of directors, the president shall appoint a director to fill the expired term.

Perhaps the expression "...director to fill the expired term" should be changed to simply "replacement."

1 hour ago, Thomas said:

D. In case of resignation of an officer or a vacancy in any of the offices, the board of directors shall elect to fill said vacancy for the unexpired term.

And perhaps the expression "...for the unexpired term." should simply be eliminated.

[Richard Brown]

On 12/27/2018 at 12:50 PM, Thomas said:

Our coaches are board members.  We have a lot of members, coaches and commissioners are board members along with the Officers (VP, Secretary, Sgt. in Arms, and Treasurer) 17 voting position in all.

 

On 12/27/2018 at 1:38 PM, Joshua Katz said:

Okay, so, from your other post, it appears that coaches are a type of director. (Directors, by the way, are all officers, since director is a type of officer.)

 

On 12/27/2018 at 2:06 PM, Thomas said:

We list the board of directors as Head Coaches and Commissioners. The officers consist of President, VP, Secretary, Treasurer and Sgt. At Arms.

Under our Article for Elections it states:

A. Nominations for Officers shall take place at the January Meeting.

B. Voting shall take place at the February meeting and shall be by secret ballot. The nominees receiving the greatest number of votes shall be installed into office at that meeting.

C. In case of resignation or other vacancy in the board of directors, the president shall appoint a director to fill the expired term.

D. In case of resignation of an officer or a vacancy in any of the offices, the board of directors shall elect to fill said vacancy for the unexpired term.

I'm sorry to weigh in late here, but feel this must be said:

Directors are not necessarily officers.  RONR provides on page 456 that each organization's bylaws should provide for the officers the organization requires.  RONR also provides on page 457 that "Directors should be classed as officers", but this is not mandatory.  As provided on page 456 and in other places, the organization itself can define in its bylaws who its officers are and whether directors are considered officers.  It seems clear to me, based on the bylaws quote provided by Thomas, that in THIS organization directors are not officers.  The officers are specifically defined as being the "President, VP, Secretary, Treasurer and Sgt. At Arms.