Board voting to suspend the By-Law's requirements and electing an officer who had not yet met the qualifications.

[Guest Michael Shields]

The Board's Treasurer resigned, and indeed had not attended a meeting for 7-8 months, creating an obvious void. The Board then voted unanimously for an existing member to the position. The By-Laws stipulated that an officer must be a Board member for at least one year to be elected but the newly elected member did not meet that qualification. The Board voted unanimously to waive the requirement, nonetheless. At the subsequent Board meeting, one member said the Board had violated the By-Laws be electing this person, as they had not met the one-year qualification. But: if the Board voted to waive the requirement, is it in fact a violation has occurred? 

[Joshua Katz]

41 minutes ago, Guest Michael Shields said:

But: if the Board voted to waive the requirement, is it in fact a violation has occurred? 

Yes. Parliamentary procedure is not a matter of magic words, but of following rules. Here you have a rule in the bylaws; bylaws are only suspendable if they are in the nature of rules of order (which qualifications for office are not) or provide for their own suspension. Since, so far as we've been told, this rule does not provide for its own suspension, it may not be suspended. 

Part of the function of bylaws, by the way, is to control the board - in general, the members adopt and amend the bylaws, and use them as a tool to exert control over the board. The board, unless the bylaws say otherwise, has no power to waive a bylaw (unless in the nature of a rule of order).

[Guest Michael Shields]

Excellent response, thanks. So, can the Board proceed and enable a person (same new Treasurer, in this case) to be "Acting Treasurer" until which time he has the full one year requirement, (which happens to be in a month, from now!) Or, IOW, to not be in violation, create a new position, or, real resolution, amend the By-Laws so as to not inadvertently create such violation in the future! 

[Joshua Katz]

13 minutes ago, Guest Michael Shields said:

Or, IOW, to not be in violation, create a new position, or, real resolution, amend the By-Laws so as to not inadvertently create such violation in the future! 

The board cannot create a new position if the officers are listed in the bylaws. It may be able to assign the duties without the office, though, depending on what exactly the bylaws say. In most organizations, the membership, not the board, amends the bylaws, but whatever the bylaws say about their amendment should be followed. I don't see anything inadvertent here, though - the board members clearly knew the bylaw requirement and chose to ignore it. 

[Josh Martin]

7 hours ago, Guest Michael Shields said:

Excellent response, thanks. So, can the Board proceed and enable a person (same new Treasurer, in this case) to be "Acting Treasurer" until which time he has the full one year requirement, (which happens to be in a month, from now!) Or, IOW, to not be in violation, create a new position, or, real resolution, amend the By-Laws so as to not inadvertently create such violation in the future! 

There is no provision in RONR for an “Acting” Treasurer - you’re either the Treasurer or you’re not. So unless your bylaws have such a position, I don’t think it is appropriate to simply call this person “acting” and imagine this somehow avoids the requirement in the bylaws. Depending on the exact wording and nature of the duties and authority of the Treasurer, it may or may not be in order to assign a person to perform these duties and take on this authority until such time as the position is filled.

Personally, my recommendation would be to appoint someone who is actually eligible to serve for a month, or until the bylaws can be amended, whichever comes first.

[Guest Zev]

I agree that the board cannot bypass the requirements established in the bylaws. I also agree that some person cannot be installed as an new officer unless the bylaws authorize such a thing.

However, if someone were to call themselves "Acting Treasurer," having provided a valuable service to the organization rather than to leave it unattended and languishing for a period of time, and having the board of directors in a forthcoming way explain just exactly what they have done, I find it somewhat difficult that as an assembly member I would be compelled to scream bloody murder and demand disciplinary measures against the board. So, lets not sweat the small stuff.

[Richard Brown]

15 hours ago, Guest Michael Shields said:

Excellent response, thanks. So, can the Board proceed and enable a person (same new Treasurer, in this case) to be "Acting Treasurer" until which time he has the full one year requirement, (which happens to be in a month, from now!) Or, IOW, to not be in violation, create a new position, or, real resolution, amend the By-Laws so as to not inadvertently create such violation in the future

 

7 hours ago, Josh Martin said:

There is no provision in RONR for an “Acting” Treasurer - you’re either the Treasurer or you’re not. So unless your bylaws have such a position, I don’t think it is appropriate to simply call this person “acting” and imagine this somehow avoids the requirement in the bylaws. Depending on the exact wording and nature of the duties and authority of the Treasurer, it may or may not be in order to assign a person to perform these duties and take on this authority until such time as the position is filled.

 

2 hours ago, Guest Zev said:

 . . . if someone were to call themselves "Acting Treasurer," having provided a valuable service to the organization rather than to leave it unattended and languishing for a period of time, and having the board of directors in a forthcoming way explain just exactly what they have done, I find it somewhat difficult that as an assembly member I would be compelled to scream bloody murder and demand disciplinary measures against the board. So, lets not sweat the small stuff

I agree with Guest Zev.  In fact, I typed the response below a few hours ago, but never posted it because I thought it was mostly repetitive and I didn't want to nit-pick or start a squabble over whether the guy temporarily fulfilling the duties of the treasurer can be called "acting treasurer".  But, since that door has been opened. . . .

Agreeing with both Mr. Katz and Mr. Martin, I agree that the one year board membership requirement appears to be a qualification for holding office and therefore cannot be waived or suspended.  I also agree that the board can likely appoint a person to carry out the duties of the treasurer on a temporary basis.  This will not make such a person treasurer (or even "acting treasurer") or an officer and will not give him a vote on the board by virtue of the appointment.  It merely authorizes someone to carry out certain duties, such as writing checks, keeping up with the account  balances, etc, until such time as a real treasurer is actually selected.

I disagree only with Mr. Martin's statement that it would be inappropriate to refer to this person as "acting treasurer".   In my opinion you can call him "acting treasurer", "acting bookkeeper", "grand financial wizard", "acting financial guru" or whatever term you want to use when referring to him, but, as both Mr. Katz and Mr. Martin pointed out, it does not create an official "acting treasurer" officer position. New officer positions can be created only in the bylaws unless the bylaws specifically grant the membership or the board the authority to create new officer positions.  As long as everyone understands that calling this person the "acting treasurer" does not make him the official treasurer, temporary or otherwise, I see no problem with referring to him that way.  In fact, it seems to me to be the most logical term to use.  If someone can come up with a better title, go for it

 

 

 

Edited March 11, 2019 at 09:40 PM by Richard Brown
Typographical correction re formatting

[Guest Michael Shields]

Each response is very much appreciated, and helps to understand the appropriate manner in which to handle this dilemma for the Board. Some on this Board want to use it as a cudgel to delegitimize the person so selected to fill an important role, and the overwhelming majority are just grateful someone is willing and capable/able to fulfill the responsibilities. This seem to be a case where the bureaucracy gets in the way of actually accomplishing the tasks at hand. It's instructive to realize the ByLaws govern the actual actions, yes. Many thanks.

[Josh Martin]

4 hours ago, Richard Brown said:

disagree only with Mr. Martin's statement that it would be inappropriate to refer to this person as "acting treasurer".   In my opinion you can call him "acting treasurer", "acting bookkeeper", "grand financial wizard", "acting financial guru" or whatever term you want to use when referring to him, but, as both Mr. Katz and Mr. Martin pointed out, it does not create an official "acting treasurer" officer position. New officer positions can be created only in the bylaws unless the bylaws specifically grant the membership or the board the authority to create new officer positions.  As long as everyone understands that calling this person the "acting treasurer" does not make him the official treasurer, temporary or otherwise, I see no problem with referring to him that way.  In fact, it seems to me to be the most logical term to use.  If someone can come up with a better title, go for it

I don’t really care what they call a person who is assigned some or all of the duties and authority of the Treasurer which may be properly delegated. My concern was that the intent was to literally appoint this person to a position which was, for all intents and purposes, the Treasurer, but simply call them the “Acting” Treasurer, and imagine that this somehow served as a workaround for the bylaws provision.

[Guest Zev]

1 hour ago, Josh Martin said:

...but simply call them the “Acting” Treasurer, and imagine that this somehow served as a workaround for the bylaws provision.

I do not disagree for one second. However, things are going to come to a head very quickly once the assembly takes notice of what has transpired. If the board has any love for their own safety, then they should have a sufficiently reasonable explanation for their actions, and "getting around the bylaws requirements" is not going to be one of them.