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Can bylaws create a permanent designee for an office?


Tinamarie

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North Carolina statute on non-profit corporations Chapter 55A states, "If the corporation has members entitled to vote for directors, all the directors (except the initial directors) shall be elected at the first annual meeting of such members, and at each annual meeting thereafter, unless the articles of incorporation or bylaws provide some other time or method of election, or provide that some of the directors are appointed by some other person or are designated." 

I would like clarification on the word designated. I am reviewing the Bylaws of a non-profit. It says that the Founding President "shall serve in that capacity until she resigns." Does the word designated equate to that article in the Bylaws? I thought that to designate an officer or member of the Board of Directors, the Board must make that designation. The bylaw seems to contradict the statute above.

Can anyone interpret this for me?

 

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I tend to agree with Mr. Merritt that the president for life has already been designated. From a parliamentary standpoint, I believe it is permissible to do so. However, since the interpretation is a statute is involved, you really need advice from an attorney in your area on that issue. 

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  • 2 weeks later...
On 8/17/2021 at 4:56 PM, Richard Brown said:

I tend to agree with Mr. Merritt that the president for life has already been designated. From a parliamentary standpoint, I believe it is permissible to do so. However, since the interpretation is a statute is involved, you really need advice from an attorney in your area on that issue. 

It's president for more than just life, unless the Founding President has the foresight to resign before shuffling off this mortal coil.

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