Nominations of Current Board Member for Another Position on Board

[Lori Snow]

Our non-profit organization has board members on staggered terms, where half the terms are elected in one year and the other half are elected the next year.  What is the correct process (as it's not addressed in our bylaws or procedures) if a member currently on the board with a year remaining on their term wishes to be nominated for one of the positions that is up for election at this time?  Should they:  a)  resign from their current position so they can be nominated and be on the ballot for the desired position (and so the position they resigned from can be open for nominations and those nominated can be on the ballot), or b) should they retain their current board position and be nominated from the floor for the currently open position at the time of elections and, if elected, the position they currently hold would be open for nominations from the floor (for the remaining one year term)?  Does RONR have  direction for this situation? 

Edited June 6, 2020 at 12:06 AM by Lori Snow
clarity

[Rob Elsman]

The current member need not resign to run for another seat staggered the way you describe. If your member wins, he effectively has resigned his current seat. What you have at that point is a vacancy to be filled in the way your group's bylaws prescribe.

[Atul Kapur]

Are the two positions incompatible (which would require a resignation from one of them)?

[Lori Snow]

Hi Atul, I believe so.   Can you give me an example of two positions that would be compatible, and not require a resignation?  

[Rob Elsman]

Without something other being expressly defined in the bylaws, I would take it that one-member-one-seat is the general intent.

Edited June 6, 2020 at 03:12 AM by Rob Elsman

[Richard Brown]

1 hour ago, Lori Snow said:

Can you give me an example of two positions that would be compatible, and not require a resignation?

Secretary and Treasurer would be an example.  Unless your bylaws require that the two offices be held by different persons, one person could be both secretary and treasurer.  However, when it comes to voting, such a person would have only one vote.  You count heads, not hats.  Someone holding both positions might wear two hats, but he still has only one head.

[Rob Elsman]

The facts the original poster is providing have to do with seats on an executive board.  As is quite common in many organizations, the terms of this executive board's members are staggered to prevent a sudden drain of experience that would occur if the terms of all the members expired at the same time and the members were not re-elected to another term.  The question is a good one. Can a sitting member of the board run for another seat that is staggered without having to first resign the seat he now holds?  I answer in the affirmative.  In the case where he wins another seat with a staggered term, he effectively resigns from his original seat to take up his seat with the staggered term.  On the one hand, he need not first resign his original seat to run for another seat with a staggered term; on the other hand, he does not acquire two seats on the board (with two votes) on account of his having won the election while holding his original seat--an example of the "one man, one vote" fundamental principle of parliamentary law.  Only when the bylaws expressly provide for something else would this not be true. 

[Dan Honemann]

I had a bit of trouble with this sort of question myself recently, until my colleagues on the authorship team straightened me out. 🙂

Mr. Elsman has this right.

Suppose the bylaws provide that the society's nine officers, being a President, Vice-President, Secretary, Treasurer, and five Directors, all serve for two-year terms, with the five Directors being elected in odd numbered years and the other four officers being elected in even numbered years. Suppose also that the bylaws provide that no person shall hold more than one office at a time. The fact that the bylaws contain this prohibition against holding more than one office at a time will not prevent one of the Directors who was elected last year from being elected to the office of, let's say, Vice-President at the election to be held this year, and he may be elected to this office without first resigning from his office as a Director. If he is elected to and accepts the office of Vice-President, his election to and acceptance of this office automatically removes him from his office as a Director, thus causing a vacancy to occur in that office.

[Lori Snow]

Thank you all - this helps greatly! 

[Joshua Katz]

1 hour ago, Daniel H. Honemann said:

Suppose the bylaws provide that the society's nine officers, being a President, Vice-President, Secretary, Treasurer, and five Directors, all serve for two-year terms, with the five Directors being elected in odd numbered years and the other four officers being elected in even numbered years. Suppose also that the bylaws provide that no person shall hold more than one office at a time. The fact that the bylaws contain this prohibition against holding more than one office at a time will not prevent one of the Directors who was elected last year from being elected to the office of, let's say, Vice-President at the election to be held this year, and he may be elected to this office without first resigning from his office as a Director. If he is elected to and accepts the office of Vice-President, his election to and acceptance of this office automatically removes him from his office as a Director, thus causing a vacancy to occur in that office.

Well, I follow this perfectly well. What I don't follow is how it applies in this case, where the bylaws do not (so far as we've been told) so provide. From where do we derive the rule that one cannot be an even-director and an odd-director at the same time (with one vote)?

[Josh Martin]

45 minutes ago, Joshua Katz said:

Well, I follow this perfectly well. What I don't follow is how it applies in this case, where the bylaws do not (so far as we've been told) so provide. From where do we derive the rule that one cannot be an even-director and an odd-director at the same time (with one vote)?

It would conflict with the rule that there be "five Directors."

It is correct that nothing in RONR prevents a member from serving in multiple distinct positions with distinct duties (although such a person still has only one vote). In my view, however, it is not in order (or even logical) to have a person serve in multiple identical positions with multiple duties. It's one thing for someone to be the Secretary/Treasurer. It's another thing entirely to say one person is two directors.

The alternate interpretation would effectively make the words "five directors" mean "between one and five directors." Since it is presumed that the rules in the bylaws are worded as they are for a reason, however, this does not seem to be a reasonable interpretation.

I concur entirely with Mr. Elsman that although it is entirely permissible for the director to run for the seat, "In the case where he wins another seat with a staggered term, he effectively resigns from his original seat to take up his seat with the staggered term."

Edited June 6, 2020 at 05:44 PM by Josh Martin

[Lori Snow]

We have a five person board and the bylaws indicate the board shall consist of the President, Vice President, Treasurer, Secretary, Board Member at Large.  I can see from your discussion that it may be beneficial to consider adding language in our bylaws that no person shall hold more than one office at a time.

[Josh Martin]

8 minutes ago, Lori Snow said:

We have a five person board and the bylaws indicate the board shall consist of the President, Vice President, Treasurer, Secretary, Board Member at Large.  I can see from your discussion that it may be beneficial to consider adding language in our bylaws that no person shall hold more than one office at a time.

Based on these additional facts, I see no reason why someone could not serve in two of these offices (unless the bylaws provide otherwise, and it seems they do not). Therefore, if the member in question wins the election, it will be necessary to ask them whether they intend to resign from their current office - they might or might not.

Edited June 6, 2020 at 06:43 PM by Josh Martin

[Richard Brown]

43 minutes ago, Lori Snow said:

We have a five person board and the bylaws indicate the board shall consist of the President, Vice President, Treasurer, Secretary, Board Member at Large.  I can see from your discussion that it may be beneficial to consider adding language in our bylaws that no person shall hold more than one office at a time.

 

35 minutes ago, Josh Martin said:

Based on these additional facts, I see no reason why someone could not serve in two of these offices (unless the bylaws provide otherwise, and it seems they do not). Therefore, if the member in question wins the election, it will be necessary to ask them whether they intend to resign from their current office - they might or might not

I agree with the answer by Mr. Martin.  I see nothing to prohibit a person from serving in more than one of these positions simultaneously.  It does seem, however, that a reasonable argument can be made that the intent of the bylaws is that the director at large be held by someone who is not simultaneously holding another position, such as any one or more of the officer positions.

Edited to add:  If it is the desire of the society that no board member hold more than one position, a bylaw provision to that effect would certainly be in order.

Edited June 6, 2020 at 07:20 PM by Richard Brown
Added last paragraph

[Rob Elsman]

I think the additional information raises more questions than it answers.  Nevertheless, I think one safe conclusion we can draw, if the common parliamentary law controls, is that one person cannot hold more than one office of President, Secretary, Treasurer..., etc., simultaneously in this organization, since all of the members of the executive board are members ex officio. Were it otherwise, there would be a violation of the "one man, one vote" fundamental principle of parliamentary law.

Lori Snow is correct. There is much that needs to be spelled out very specifically in the bylaws for this scheme to work smoothly.  Or, to look at it another way--perhaps a more honest way--the organization is likely doomed to suffer chronically from the risk of discord, confusion, and disunity that comes along with such an impossible scheme.

[Weldon Merritt]

2 hours ago, Rob Elsman said:

I think one safe conclusion we can draw, if the common parliamentary law controls, is that one person cannot hold more than one office of President, Secretary, Treasurer..., etc., simultaneously in this organization, since all of the members of the executive board are members ex officio. Were it otherwise, there would be a violation of the "one man, one vote" fundamental principle of parliamentary law.

I'm not so sure that "the common parliamentary law" precludes a member from holding more than one office. And I certainly don't see how you can conclude that holding more than one position on the board (ex officio or otherwise) leads to a "a violation of the 'one [person], one vote' fundamental principle of parliamentary law." Holding two position does not give a person two votes. As the adage goes, "you count heads, not hats."

[Richard Brown]

3 hours ago, Rob Elsman said:

Nevertheless, I think one safe conclusion we can draw, if the common parliamentary law controls, is that one person cannot hold more than one office of President, Secretary, Treasurer..., etc., simultaneously in this organization, since all of the members of the executive board are members ex officio. Were it otherwise, there would be a violation of the "one man, one vote" fundamental principle of parliamentary law.

 

53 minutes ago, Weldon Merritt said:

I'm not so sure that "the common parliamentary law" precludes a member from holding more than one office. And I certainly don't see how you can conclude that holding more than one position on the board (ex officio or otherwise) leads to a "a violation of the 'one [person], one vote' fundamental principle of parliamentary law." Holding two position does not give a person two votes. As the adage goes, "you count heads, not hats."

I agree with Mr. Merritt.  I do not believe the "common parliamentary" law prohibits a member from holding more than one office.  Neither does RONR.  I also do not see how holding more than one office violates the "one person, one vote" principle.  RONR seems quite clear on that.  See, for example, the following provision on page 407:  "ONE PERSON, ONE VOTE. It is a fundamental principle of parliamentary law that each person who is a member of a deliberative assembly is entitled to one—and only one—vote on a question. This is true even if a person is elected or appointed to more than one position, each of which would entitle the holder to a vote. For example, in a convention, a person selected as delegate by more than one constituent body may cast only one vote."  (Emphasis added).

[Bruce Lages]

In the five member board described here by Ms Snow, there are clearly limitations, based on both the extent of other administrative duties for each office and on common sense, on which two of the offices could reasonably be held by one person. Common sense prohibits one person from being president and vice president, since the primary responsibility of the vice president is to preside in the absence of the president. It would also be very difficult for one person to satisfy the requirements of the president and the secretary during meetings. And depending on the extent of additional responsibilities assigned to other offices, it could easily be overwhelming, e.g.,  for the president to also assume the duties of the treasurer. For this particular board, it seems that limiting one person to one office is clearly the way to go.

[Joshua Katz]

Mr. Lages, why aren't these just considerations for the voters?

[Weldon Merritt]

I don't intend to give the impression that I think holding multiple positions is a good idea. I agree that it often is not, particularly with regard to the examples cited by Mr. Lages. Nevertheless, in the absence of a bylaws provision to the contrary, it is not prohibited. 

[Dan Honemann]

On 6/5/2020 at 8:02 PM, Lori Snow said:

Our non-profit organization has board members on staggered terms, where half the terms are elected in one year and the other half are elected the next year.  What is the correct process (as it's not addressed in our bylaws or procedures) if a member currently on the board with a year remaining on their term wishes to be nominated for one of the positions that is up for election at this time?  Should they:  a)  resign from their current position so they can be nominated and be on the ballot for the desired position (and so the position they resigned from can be open for nominations and those nominated can be on the ballot), or b) should they retain their current board position and be nominated from the floor for the currently open position at the time of elections and, if elected, the position they currently hold would be open for nominations from the floor (for the remaining one year term)?  Does RONR have  direction for this situation? 

 

On 6/5/2020 at 8:28 PM, Rob Elsman said:

The current member need not resign to run for another seat staggered the way you describe. If your member wins, he effectively has resigned his current seat. What you have at that point is a vacancy to be filled in the way your group's bylaws prescribe.

 

18 hours ago, Daniel H. Honemann said:

I had a bit of trouble with this sort of question myself recently, until my colleagues on the authorship team straightened me out. 🙂

Mr. Elsman has this right.

Suppose the bylaws provide that the society's nine officers, being a President, Vice-President, Secretary, Treasurer, and five Directors, all serve for two-year terms, with the five Directors being elected in odd numbered years and the other four officers being elected in even numbered years. Suppose also that the bylaws provide that no person shall hold more than one office at a time. The fact that the bylaws contain this prohibition against holding more than one office at a time will not prevent one of the Directors who was elected last year from being elected to the office of, let's say, Vice-President at the election to be held this year, and he may be elected to this office without first resigning from his office as a Director. If he is elected to and accepts the office of Vice-President, his election to and acceptance of this office automatically removes him from his office as a Director, thus causing a vacancy to occur in that office.

 

17 hours ago, Joshua Katz said:

Well, I follow this perfectly well. What I don't follow is how it applies in this case, where the bylaws do not (so far as we've been told) so provide. From where do we derive the rule that one cannot be an even-director and an odd-director at the same time (with one vote)?

The question originally asked seems clearly to presuppose the existence of a prohibition against holding more than one office at a time since, in the absence of any such prohibition, no question at all would arise as to the need to resign to run for and be elected to another position on the board. Its as simple as that. 

 

 

[Atul Kapur]

4 hours ago, Daniel H. Honemann said:

The question originally asked seems clearly to presuppose the existence of a prohibition against holding more than one office at a time since, in the absence of any such prohibition, no question at all would arise as to the need to resign to run for and be elected to another position on the board. Its as simple as that. 

Now I need a clarification because I don't believe Mr. Elsman presumed any such  prohibition in the bylaws. In the absence of such a prohibtion in the bylaws, are you saying that a person who holds a "odd-year" director position (with a term from 2019-2021) can also be elected to an "even-year" director position (term 2020-2022) and hold both positions simultaneously?

Edited June 7, 2020 at 03:21 PM by Atul Kapur

[Rob Elsman]

Our long-suffering poster, Lori Snow--bless her heart--told us the society had a "five-person board". Without using the proper term, she also told us that each of the five members were principal officers of the society who served on the board ex officio--that is, by virtue of the principal offices they held.  It seems impossible to me to square a "five-person board" with an instance in which a single person holds two principal offices simultaneously without that single person possessing two votes in the board in violation of the fundamental principle of parliamentary law we colloquially call "one man, one vote". That is why I opined earlier that the winner of the election for a principal office with a staggered seat on the board must be considered to have vacated his original principal office by virtue of which he held his original seat on the board. There is no way to get to five from four without adding one somewhere.

[Dan Honemann]

5 hours ago, Daniel H. Honemann said:

The question originally asked seems clearly to presuppose the existence of a prohibition against holding more than one office at a time since, in the absence of any such prohibition, no question at all would arise as to the need to resign to run for and be elected to another position on the board. Its as simple as that. 

 

27 minutes ago, Atul Kapur said:

Now I need a clarification because I don't believe Mr. Elsman presumed any such  prohibition in the bylaws. In the absence of such a prohibtion in the bylaws, are you saying that a person who holds a "odd-year" director position (with a term from 2019-2021) can also be elected to an "even-year" director position (term 2020-2022) and hold both positions simultaneously?

If there is absolutely nothing at all in the bylaws (or higher authority) which prevents it, I'm not aware of anything else that will. I do agree with those who say that, under normal circumstances, it isn't possible for one person to serve as both President and Vice-President, but this, it seems to me, is because of the duties required of them by the bylaws.

[Richard Brown]

21 hours ago, Lori Snow said:

We have a five person board and the bylaws indicate the board shall consist of the President, Vice President, Treasurer, Secretary, Board Member at Large. (Emphasis  added)

 

22 hours ago, Josh Martin said:

It would conflict with the rule that there be "five Directors."

 

24 minutes ago, Rob Elsman said:

Our long-suffering poster, Lori Snow--bless her heart--told us the society had a "five-person board"

Lori  Snow might have "said" that they have a five-person board", but that isn't what the quoted bylaw provision says.  It says, according to Ms Snow, "the board shall consist of the President, Vice President, Treasurer, Secretary, Board Member at Large."   That is not the same thing as having a requirement for a five-person board. If the offices of secretary and treasurer are held by the same member, for example, the result would be a four-person board.  The way I read the quoted provision, that would be perfectly permissible.

The quoted bylaw provision may produce the result that there is USUALLY a five-person board, but that is not what the bylaws actually require based on the quoted provision.