Officers and Directors

[Laura Meade]

1. The bylaws say the board of directors is comprised of 3 - 15 directors. The membership elects the directors, and the directors elect the officers (president, vice president, secretary treasurer). If the board elects an officer who is not a director, but is still a member of the organization, does that officer have the privileges of being a board member -- voting, making motions, debate, etc?  Or is the officer (regardless of which one) treated as a nonmember of the board, limited to the precise duties listed elsewhere in the bylaws, but not including motions, debate, and voting? See below, Section 5.5, for the president's duties. 

Section 5.5.  President.  The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation.  The president shall preside at all meetings of the members and of the board of directors.  The president may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the board of directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors.

 

2. Here's the excerpt regarding the election and terms of officers. The wording makes it seem like the general membership elects the officers, but then it says at a board of directors meeting, so it would be the directors that elect. Am I interpreting this correctly, that the directors elect? 

Section 5.2.  Election and Term of Office.  The officers of the corporation shall be elected annually by the membership of the corporation at the regular annual meeting of the corporation board of directors.  Members must be present to vote for the officers.  The term of office shall be from January 1^st until December 31^st.  If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient.  New offices may be created and filled at any meeting of the board of directors.

Thanks for your help.

 

 

[Richard Brown]

On 9/23/2022 at 4:07 PM, Libran said:

1. The bylaws say the board of directors is comprised of 3 - 15 directors. The membership elects the directors, and the directors elect the officers (president, vice president, secretary treasurer). If the board elects an officer who is not a director, but is still a member of the organization, does that officer have the privileges of being a board member -- voting, making motions, debate, etc?  Or is the officer (regardless of which one) treated as a nonmember of the board, limited to the precise duties listed elsewhere in the bylaws, but not including motions, debate, and voting? See below, Section 5.5, for the president's duties. 

Section 5.5.  President.  The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation.  The president shall preside at all meetings of the members and of the board of directors.  The president may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the board of directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors.

 

2. Here's the excerpt regarding the election and terms of officers. The wording makes it seem like the general membership elects the officers, but then it says at a board of directors meeting, so it would be the directors that elect. Am I interpreting this correctly, that the directors elect? 

Section 5.2.  Election and Term of Office.  The officers of the corporation shall be elected annually by the membership of the corporation at the regular annual meeting of the corporation board of directors.  Members must be present to vote for the officers.  The term of office shall be from January 1^st until December 31^st.  If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient.  New offices may be created and filled at any meeting of the board of directors.

Thanks for your help.

 

 

You do indeed have a conflict, or an ambiguity, in your bylaws. They do say specifically that the officers are elected by “ The membership of the corporation“ but then go on in the same sentence to say “ at the regular annual meeting of the corporation Board of Directors“.

I’m afraid this is a matter of bylaws interpretation which is something that only the members of your organization can do. We cannot interpret your bylaws for you.

To help us to help you, a little more information would be helpful. Can you please provide for us an exact quote of the bylaw provision regarding the composition and election of the Board of Directors?

[Gary Novosielski]

On 9/23/2022 at 5:07 PM, Libran said:

1. The bylaws say the board of directors is comprised of 3 - 15 directors. The membership elects the directors, and the directors elect the officers (president, vice president, secretary treasurer). If the board elects an officer who is not a director, but is still a member of the organization, does that officer have the privileges of being a board member -- voting, making motions, debate, etc?  Or is the officer (regardless of which one) treated as a nonmember of the board, limited to the precise duties listed elsewhere in the bylaws, but not including motions, debate, and voting? See below, Section 5.5, for the president's duties. 

Section 5.5.  President.  The president shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation.  The president shall preside at all meetings of the members and of the board of directors.  The president may sign, with the secretary or any other proper officer of the corporation authorized by the board of directors, any deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the board of directors or by these bylaws or by statute to some other officer or agent of the corporation; and in general the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors.

 

2. Here's the excerpt regarding the election and terms of officers. The wording makes it seem like the general membership elects the officers, but then it says at a board of directors meeting, so it would be the directors that elect. Am I interpreting this correctly, that the directors elect? 

Section 5.2.  Election and Term of Office.  The officers of the corporation shall be elected annually by the membership of the corporation at the regular annual meeting of the corporation board of directors.  Members must be present to vote for the officers.  The term of office shall be from January 1^st until December 31^st.  If the election of officers shall not be held at such meeting, it shall be held as soon thereafter as is convenient.  New offices may be created and filled at any meeting of the board of directors.

Thanks for your help.

The typical bylaws provision would say that the directors elected at the annual membership meeting hold a board of directors meeting at which they elect officers from among their own number.  In that case, the scenario you suggest cannot occur.

But you haven't quoted any language that resembles that.  Your §5.2 says the officers are elected by the membership at a meeting of the board of directors.  That makes no sense.  A membership meeting (especially an annual one) and a board of directors meeting are two distinct bodies. Yet the language clearly says "membership of the corporation" which does not mean only the directors.

I'm afraid you are going to have to sort this out yourselves, and then amend your bylaws to make it plain exactly what is supposed to happen.

The closest I can come to answering your first question is to say that if it is somehow possible for a non-board-member to be elected president, that would not create an additional director position, and would not confer upon the non-member presiding officer any rights to debate, vote, etc. There are many places where RONR says what a president, if a member [of the board] may do, which  could not be done by a non-member president.

The language granting all powers "incident to the office of president" is particularly troublesome.  It says the president can do everything the president can do, without specifying anything.  That's trouble waiting to happen.

 

Edited September 24, 2022 at 01:59 AM by Gary Novosielski

[Josh Martin]

On 9/23/2022 at 4:07 PM, Libran said:

If the board elects an officer who is not a director, but is still a member of the organization, does that officer have the privileges of being a board member -- voting, making motions, debate, etc? 

No.

On 9/23/2022 at 4:07 PM, Libran said:

Or is the officer (regardless of which one) treated as a nonmember of the board, limited to the precise duties listed elsewhere in the bylaws, but not including motions, debate, and voting?

That one.

On 9/23/2022 at 4:07 PM, Libran said:

2. Here's the excerpt regarding the election and terms of officers. The wording makes it seem like the general membership elects the officers, but then it says at a board of directors meeting, so it would be the directors that elect. Am I interpreting this correctly, that the directors elect? 

I haven't the slightest idea. The rule as written makes no sense.

[Laura Meade]

Thank you for your help.  The bylaws definitely need some work.

[Atul Kapur]

It sounds like some words are missing from the the excerpt that you quoted. It may be useful to go back to the previous version of the bylaws and see what the wording of this section was in that version. And then look at the minutes of the meeting were they were revised to see if the change was intentional or, as I think more likely, a typographical error.

[Dan Honemann]

I think the bylaws need to be read in their entirety, especially those provisions relating to membership and board meetings.

[Laura Meade]

Will do. Thank you all.