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Appointment vs. election to Board of Directors


Guest Chris

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We have a vacancy in an officer position on our Board of Directors. The Board has the authority to fill a vacancy.

Our Bylaws also state that to be elected as an officer, you must be a member in good standing with 5 consecutive years of membership immediately prior to being nominated. Does that rule also apply when the Board appoints someone to fill the officer vacancy on the board?

Thanks,

Chris

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On 6/18/2020 at 10:54 AM, Guest Chris said:

Our Bylaws also state that to be elected as an officer, you must be a member in good standing with 5 consecutive years of membership immediately prior to being nominated. Does that rule also apply when the Board appoints someone to fill the officer vacancy on the board?

 

On 6/18/2020 at 11:04 AM, Daniel H. Honemann said:

One would think so, yes.

Dan, don’t we have several threads in this forum to the effect that requirements or qualifications for candidates for office are not necessarily the same thing as qualifications to serve in office? It seems we have come to the conclusion in the past that a member  might not meet the qualifications to be nominated For an office but would still be qualified to serve in that office if he is appointed to it or elected to it as a write in candidate. 

I think that in this situation the exact wording of the bylaws may be critical and the answer might  depend  upon an interpretation of the bylaws. 

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I don't recall those discussions, they may have been before I joined.

However, I think it is different for the assembly to elect via write-in a person who is not eligible to be nominated and for the board to presume the authority to ignore the intent of the bylaws and appoint someone who would not be eligible otherwise.

And, in this case, we are told these are requirements to be elected (vs nominated), so the assembly couldn't even elect an unqualified person as a write-in (votes for an ineligible candidate are illegal votes), so this would be an even bigger presumption on the board's part.

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4 hours ago, Richard Brown said:

 

Dan, don’t we have several threads in this forum to the effect that requirements or qualifications for candidates for office are not necessarily the same thing as qualifications to serve in office? It seems we have come to the conclusion in the past that a member  might not meet the qualifications to be nominated For an office but would still be qualified to serve in that office if he is appointed to it or elected to it as a write in candidate. 

I think that in this situation the exact wording of the bylaws may be critical and the answer might  depend  upon an interpretation of the bylaws. 

On the other hand, if it says "may not be elected" I think that would apply to the vote of the board to "appoint" them.  It's actually an election, just by a different body.

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