term expired, voted

[John M]

The term of a board member expired in Oct.  She attended several board meetings in November where she seconded a few motions and voted.  I discovered this after the fact.  

- who is responsible for tracking board terms and who ultimately should have caught this? 

- what do we do about any motions she seconded or voted on?  Are the motions now invalid?  Should her attendance and votes be struck from the minutes, which have not yet been approved?

[J. J.]

The members, collectively, should be tracking this. 

It is too late to raise a point of order about her seconding a motion (23:5).  If she voted and it effect the result, those results are null and void (23:8).

The minutes should record what happened, even if improper. 

[Hieu H. Huynh]

What is the term of office? Was someone else elected?

[John M]

the term was 3 years.  After being advised, she did not request a second term.  We have not yet found a replacement.

[Richard Brown]

2 hours ago, Don C said:

the term was 3 years.  After being advised, she did not request a second term.  We have not yet found a replacement.

What, exactly, do your bylaws say about the terms of office of board members? Please quote exactly, don’t paraphrase.

Also, do the bylaws say anything anywhere about officers or board members serving until their successors are selected?

As to the validity of any  motions that she made or seconded, as JJ said, that would have no bearing on anything as even nonmembers can make and second motions unless a timely Point of Order is made at the time.  Apparently no point of order was made at the time and it is too late to do so now.

Edited to add: The fact that she voted is the issue, and doing so may or may not have been proper and may or may not affect the validity of any motions adopted depending upon the answers to the questions we have raised.

 

Edited December 12, 2020 at 05:42 PM by Richard Brown
Added last paragraph

[John M]

"Section 4.06. Term of Office. Each Director shall hold office for a term of three (3) years. Directors may be reelected for two (2) succeeding terms. Whenever a vacancy occurs in the membership of the Board because of death, resignation, removal, or inability to act, such vacancy may be filled by an appointee or appointees selected by a majority of the remaining members of the Board. Such appointee or appointees shall hold office during the unexpired term or terms of their predecessor or predecessors."

No, bylaws do not say anything about serving until successor is selected.

An additional question - if a term expires, does that a vacancy?  From 4.06 above, I don't interpret that to be the case.  

[Richard Brown]

14 minutes ago, Don C said:

Section 4.06. Term of Office. Each Director shall hold office for a term of three (3) years

Based on that language, and the fact that you say the bylaws contain no provision stating that officers or directors serve until their success source are elected, it appears that once the term of the Director ended any votes the Director made after that point would be invalid and could invalidate the results if that vote could have affected the result.

17 minutes ago, Don C said:

An additional question - if a term expires, does that a vacancy?  From 4.06 above, I don't interpret that to be the case.  

Yes, Once a term expires, it Is over and creates a vacancy unless someone else has been elected to the position or the bylaws contain a provision that the Director continues to serve until his or her successor is elected.  Apparently your bylaws do not contain any such provision, so it appears that the term of the director in question has expired and any votes cast by that Director were invalid. Whether that would cause any motions which were adopted to be invalid depends on the other circumstances we have mentioned, such as whether that directors vote could have affected the outcome of a vote.  If that is the case, any motions so adopted could be declared invalid by someone raising a point of order. 

[John M]

thanks, very helpful.  Luckily none of the motions were impacted by this one vote.  Should her votes be removed from the minutes?

[Richard Brown]

11 minutes ago, Don C said:

thanks, very helpful.  Luckily none of the motions were impacted by this one vote.  Should her votes be removed from the minutes?

No. The minutes should Reflect what actually happened, not what should have happened.

[Guest Deb E]

We have a land use board where an alternate was designated as a voting member for a portion of the meeting when a regular member had to recuse himself.  The minutes reflected the time he was designated as a voting member.  He continued to vote after the regular member came back into position as a member and when the alternate should have stepped back to the position of alternate.   The chair allowed this and a controversial motion passed by his vote.  It would have been 2 to 2 and thus failed.  I was not at the meeting but read it in the minutes.  Does this make the vote taken null and void? 

[Weldon Merritt]

Guest Feb E, please post your question as a new topic. This thread is six months old.

[Weldon Merritt]

My apology. I see hat you already did start a new thread.