Who runs the meeting to select new officers of the board

[Tomm]

The Articles of Incorporations say:

"The affairs of the Corporation shall be conducted by a Board of Directors and such Officers as the Board may elect or appoint. The Board shall select from its own members a president, one or more vice-presidents, a secretary, and a treasurer. It may select an assistant treasurer who is not required to be a member of the Board. All Officers shall be elected at the first meeting of the Board of Directors in January of each year and shall hold office for a period of one (1) year and until their successors are elected and installed. The number of Directors shall be nine (9). Directors shall be elected by the Members at an annual election in the manner prescribed in the Bylaws."

The Bylaws say:

"SECTION 2: ELECTION OF OFFICERS The Board shall meet in a closed Executive session on the first business day after January 1 for election of Officers. The Board shall select from their own number, by majority ballot vote of the Board (5), the Officers who shall serve for the term of one year to end at the election of Officers in the following year. A Board of Director may be re-elected to consecutive terms as an Officer if he/she receives the majority vote of the Board (5)."

Question: Who runs the meeting in January to select the new officers? 

The Articles of Incorporation specify "and until their successors are elected and installed" so I assume the current president from the term that was just completed will chair the meeting but what if that persons term had expired at the end of the last session and was not reelected?  

As a side note; is it proper to say "by majority votes of the Board (5)" and include the (5)? Seems that that would make it mandatory that 5 members vote and eliminate the opportunity for some to abstain.

[J. J.]

It sounds like the outgoing officers serve. 

As per the side it, that would be a bylaw interpretation question.  Does the board normally have 9 members?  

[Tomm]

On 12/17/2022 at 3:33 PM, J. J. said:

Does the board normally have 9 members?  

Yes, 9 members

[J. J.]

On 12/17/2022 at 5:38 PM, Tomm said:

Yes, 9 members

It could be interpreted either to mean a majority is needed (more than half of the total votes cast) or 5 votes minimum are needed. 

[Tomm]

On 12/17/2022 at 3:41 PM, J. J. said:

It could be interpreted either to mean a majority is needed (more than half of the total votes cast) or 5 votes minimum are needed. 

Yes, exactly. That's my point!

Thanks

[Tomm]

On 12/17/2022 at 3:14 PM, Tomm said:

but what if that persons term had expired at the end of the last session and was not reelected? 

And no longer a member of the board. Do they still serve as chair to run a meeting of an assembly they are no longer a member of?

[Richard Brown]

On 12/17/2022 at 4:41 PM, J. J. said:

It could be interpreted either to mean a majority is needed (more than half of the total votes cast) or 5 votes minimum are needed. 

I agree. My own personal interpretation is that an officer  some must receive at least five votes in order to be elected. However, this is ultimately a matter of bylaws interpretation and it is up  to the society  itself to decide that issue.

[J. J.]

On 12/17/2022 at 7:06 PM, Tomm said:

And no longer a member of the board. Do they still serve as chair to run a meeting of an assembly they are no longer a member of?

From the way you have described the rules, yes, until the successor is elected. 

[Richard Brown]

On 12/17/2022 at 6:06 PM, Tomm said:

And no longer a member of the board. Do they still serve as chair to run a meeting of an assembly they are no longer a member of?

 

On 12/17/2022 at 6:11 PM, J. J. said:

From the way you have described the rules, yes, until the successor is elected. 

The problem, though, is that if the outgoing president is not reelected to the board, he is no longer a board member when the new board convenes. Since he is no longer a board member, and the officers have to be selected from among the board members, that leads to the question whether he is in fact still an officer. I think technically he is not, but I think it still makes sense that he would be the one to preside over the election of the new officers. In the alternative, a chair pro tem could be elected to preside. Ultimately, this is a matter of bylaws interpretation which the assembly itself might have to make.

[J. J.]

On 12/17/2022 at 7:23 PM, Richard Brown said:

 

The problem, though, is that if the outgoing president is not reelected to the board, he is no longer a board member when the new board convenes. Since he is no longer a board member, and the officers have to be selected from among the board members, that leads to the question whether he is in fact still an officer. I think technically he is not, but I think it still makes sense that he would be the one to preside over the election of the new officers. In the alternative, a chair pro tem could be elected to preside. Ultimately, this is a matter of bylaws interpretation which the assembly itself might have to make.

It did select the outgoing president from the board members.  That would not make it a condition of eligibility.  That language falls short of "officers shall be members."

[Gary Novosielski]

On 12/17/2022 at 7:06 PM, Tomm said:

And no longer a member of the board. Do they still serve as chair to run a meeting of an assembly they are no longer a member of?

There is no rule in RONR that a presiding officer must be a member of the body.  If they are presiding over the election, it's clear that their successor has not yet been elected, much less "installed" whatever that means.  So although their board term may be over, their term as president is not.  If they choose not to preside, a president pro-tem may be elected to preside over the election of a new president, who would presumably then assume the chair and preside for the rest of the meeting.

[Josh Martin]

On 12/17/2022 at 4:14 PM, Tomm said:

Question: Who runs the meeting in January to select the new officers? 

It would appear that the officers continue to serve until their successors are elected. Therefore, the outgoing President would preside over the meeting.

On 12/17/2022 at 4:14 PM, Tomm said:

The Articles of Incorporation specify "and until their successors are elected and installed" so I assume the current president from the term that was just completed will chair the meeting but what if that persons term had expired at the end of the last session and was not reelected?  

Because the article appears to specifically require that officers must be board members, in that instance, the Vice President would preside. In the event that neither the President nor the Vice President are members of the board, the Secretary (or any other member, if the Secretary is also no longer a member of the board) would call the meeting to order and preside over the election of a Chair Pro Tempore.

On 12/17/2022 at 4:14 PM, Tomm said:

As a side note; is it proper to say "by majority votes of the Board (5)" and include the (5)? Seems that that would make it mandatory that 5 members vote and eliminate the opportunity for some to abstain.

I don't think it is advisable to use the phrase "by majority votes of the Board (5)" at all, as the meaning of such a phrase seems to be ambiguous.

Edited December 18, 2022 at 05:36 PM by Josh Martin

[Gary Novosielski]

On 12/18/2022 at 12:35 PM, Josh Martin said:

Because the article appears to specifically require that officers must be board members, in that instance, the Vice President would preside. In the event that neither the President nor the Vice President are members of the board, the Secretary (or any other member, if the Secretary is also no longer a member of the board) would call the meeting to order and preside over the election of a Chair Pro Tempore.

On close reading it says the officers are selected from among the board members, but once selected they are said to serve until their successors are elected.  So I think the outgoing president would still preside.

[J. J.]

On 12/18/2022 at 1:37 PM, Gary Novosielski said:

On close reading it says the officers are selected from among the board members, but once selected they are said to serve until their successors are elected.  So I think the outgoing president would still preside.

On that point, I agree.  It does not say, "as a condition of continuing eligibility," or even "all officers shall be board members."  

In terms of intent, the framers had to know that an officer might not be reelected. 

[Drake Savory]

On 12/17/2022 at 5:23 PM, Richard Brown said:

The problem, though, is that if the outgoing president is not reelected to the board, he is no longer a board member when the new board convenes. Since he is no longer a board member, and the officers have to be selected from among the board members, that leads to the question whether he is in fact still an officer. I think technically he is not,

I think technically he is.  According to their bylaws, you only need to be a member of the Board when selected.  Unless there is another rule elsewhere that we don't know about, you remain an officer even if you leave the Board.

[Richard Brown]

On 12/17/2022 at 6:23 PM, Richard Brown said:

The problem, though, is that if the outgoing president is not reelected to the board, he is no longer a board member when the new board convenes. Since he is no longer a board member, and the officers have to be selected from among the board members, that leads to the question whether he is in fact still an officer. I think technically he is not, but I think it still makes sense that he would be the one to preside over the election of the new officers.

 

On 12/19/2022 at 10:31 AM, Drake Savory said:

I think technically he is.  According to their bylaws, you only need to be a member of the Board when selected.  Unless there is another rule elsewhere that we don't know about, you remain an officer even if you leave the Board.

Upon re-reading the language in both the articles of incorporation and the bylaws, I think it is clear that if the president is not re-elected to the board by the membership, then is is no longer a board member (and therefore has no vote) when the newly elected board convenes for its first meeting on or after January 1.  However, I do agree it appears that he is still an officer, although no longer a board member.  Ultimately this is a matter of bylaws interpretation as JJ suggested in an early post, but i do agree that it seems he is still the president until a new one is elected and that he should preside at the board meeting being held for the purpose of electing new officers. 

[laser158689]

So, the President, who is no longer a Board member, can attend that first meeting of the year, which is held in "closed Executive session"?  Does that President have a right to attend, or have to be invited (and if so, by whom)?

[Josh Martin]

On 12/22/2022 at 3:26 PM, laser158689 said:

So, the President, who is no longer a Board member, can attend that first meeting of the year, which is held in "closed Executive session"?  Does that President have a right to attend, or have to be invited (and if so, by whom)?

I think we all may have overlooked the part about the organization's rules requiring the meeting to be held in executive session. Thank you for pointing that out.

In such a case, even in the event the President remains President notwithstanding that he is no longer a board member, he would not have a right to attend a meeting held in executive session. Whether such an officer could attend would depend on the organization's rules and customs or, in the absence of such rules and customs, would be at the board's discretion.

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting." RONR (12th ed.) 9:25

[J. J.]

On 12/22/2022 at 4:50 PM, Josh Martin said:

I think we all may have overlooked the part about the organization's rules requiring the meeting to be held in executive session. Thank you for pointing that out.

In such a case, even in the event the President remains President notwithstanding that he is no longer a board member, he would not have a right to attend a meeting held in executive session. Whether such an officer could attend would depend on the organization's rules and customs or, in the absence of such rules and customs, would be at the board's discretion.

"Whenever a meeting is being held in executive session, only members of the body that is meeting, special invitees, and such employees or staff members as the body or its rules may determine to be necessary are allowed to remain in the hall. Thus, in the case of a board or committee meeting being held in executive session, all persons—whether or not they are members of the organization—who are not members of the board or committee (and who are not otherwise specifically invited or entitled to attend) are excluded from the meeting." RONR (12th ed.) 9:25

I disagree, as the president would be considered as "such employees or staff members as the body or it rules may determine to be necessary... (9:25)."  Even a non member presiding officer would be necessary.

[Josh Martin]

On 12/23/2022 at 7:22 AM, J. J. said:

I disagree, as the president would be considered as "such employees or staff members as the body or it rules may determine to be necessary... (9:25)."  Even a non member presiding officer would be necessary.

I agree it would be reasonable to consider a regular presiding officer "such employees or staff members as the body or it rules may determine to be necessary." So under that interpretation, the President would be assumed to be invited to attend meetings held in executive session, unless specifically excluded by order of the assembly.

[Richard Brown]

On 12/23/2022 at 7:22 AM, J. J. said:

I disagree, as the president would be considered as "such employees or staff members as the body or it rules may determine to be necessary... (9:25)."  Even a non member presiding officer would be necessary.

I tend to agree with JJ's interpretation and with Josh Martin's response to it.  It is a question, however, upon which I think parliamentarians might reasonably disagree.

[Guest Liz]

Our organization solves this issue by making the election of officers the very last item of business.  So the president presides over the meeting and the election of new officers, and if there is a new president he welcomes the new president, says he is symbolically handing over the gavel, and the new president closes the meeting.