Guest Chris Posted June 18, 2020 at 03:54 PM Report Share Posted June 18, 2020 at 03:54 PM 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 Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 18, 2020 at 04:04 PM Report Share Posted June 18, 2020 at 04:04 PM One would think so, yes. Quote Link to comment Share on other sites More sharing options...
Guest Chris Posted June 19, 2020 at 12:43 PM Report Share Posted June 19, 2020 at 12:43 PM Thank you. Quote Link to comment Share on other sites More sharing options...
twins 92 Posted June 20, 2020 at 08:33 PM Report Share Posted June 20, 2020 at 08:33 PM If the Bylaws have language that the Officers may be appointed by the Board then appointments are permitted. I would also suggest that the definition of who the Officers are: only appointees named as positions, ie. Treasurer, Auditor, Secretary. good luck Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 20, 2020 at 09:04 PM Report Share Posted June 20, 2020 at 09:04 PM 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. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 20, 2020 at 10:08 PM Report Share Posted June 20, 2020 at 10:08 PM 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. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted June 20, 2020 at 10:15 PM Report Share Posted June 20, 2020 at 10:15 PM I stand by my response to the question asked. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 21, 2020 at 01:18 AM Report Share Posted June 21, 2020 at 01:18 AM 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. Quote Link to comment Share on other sites More sharing options...
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