Officer Question

[Stephanie Moreno]

I belong to an organization who in their Bylaws have an office of President and President-elect.  All year the office of President-elect has remained open.  We only meet quarterly.  At our August meeting, during New Business, I made a motion to nominate an active member (with her approval) and the motion was seconded.  The President didn't ask for any discussion and immediately went to a vote.  The motion carried.  The next day, the President sent me an email stating the motion was improper because our Bylaws state only the Board can fill an opening on the Board, yet the Board has not taken any action all year to fill the position.  I found out yesterday, at the monthly Board meeting, the President appointed himself President-elect.  So, I have two questions:  1) If a President allows a seconded motion to go to vote and the membership votes to affirm the motion, even if it was improper, since the President allowed it to go to a vote, can it be rescinded behind the scenes from the membership?  2) Can a President appoint himself to President-elect and hold two executive offices at the same time?

[Gary Novosielski]

On 9/12/2023 at 11:02 AM, Stephanie Moreno said:

I belong to an organization who in their Bylaws have an office of President and President-elect.  All year the office of President-elect has remained open.  We only meet quarterly.  At our August meeting, during New Business, I made a motion to nominate an active member (with her approval) and the motion was seconded.  The President didn't ask for any discussion and immediately went to a vote.  The motion carried.  The next day, the President sent me an email stating the motion was improper because our Bylaws state only the Board can fill an opening on the Board, yet the Board has not taken any action all year to fill the position.  I found out yesterday, at the monthly Board meeting, the President appointed himself President-elect.  So, I have two questions:  1) If a President allows a seconded motion to go to vote and the membership votes to affirm the motion, even if it was improper, since the President allowed it to go to a vote, can it be rescinded behind the scenes from the membership?  2) Can a President appoint himself to President-elect and hold two executive offices at the same time?

Far be it from me to doubt the word of the President, but I'd like to know the exact language in the bylaws that allegedly says that only the Board can fill a vacancy on the Board.  But I think your motion to elect someone to that position might run into trouble unless you gave previous notice of intent to make it, unless perhaps there were no absentees.  

[Atul Kapur]

On 9/12/2023 at 11:02 AM, Stephanie Moreno said:

1) If a President allows a seconded motion to go to vote and the membership votes to affirm the motion, even if it was improper, since the President allowed it to go to a vote, can it be rescinded behind the scenes from the membership?

If the motion adopted at a membership meeting is truly in conflict with the bylaws, then a point of order can be raised at a membership meeting. Because this is a continuing breach, the point of order can be raised at any time that the motion is still in force and effect.

But, according to RONR, no, the motion cannot be rescinded outside of a membership meeting. Your governing documents may give another body, such as the board, authority to do this but that would be unusual.

Quote

our Bylaws state only the Board can fill an opening on the Board

Can you share the exact wording of this part of the bylaws? I would be surprised if it led to the conclusion that filling vacancies is an authority exclusively reserved to the board (that is, that the membership is not allowed to do it).

Edited September 12, 2023 at 05:45 PM by Atul Kapur

[Josh Martin]

On 9/12/2023 at 10:02 AM, Stephanie Moreno said:

At our August meeting, during New Business, I made a motion to nominate an active member (with her approval) and the motion was seconded.

Did you give previous notice of this motion? It may be that this motion was improper even if the membership has the authority to fill this vacancy.

"Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise." RONR (12th ed.) 47:57

On 9/12/2023 at 10:02 AM, Stephanie Moreno said:

The next day, the President sent me an email stating the motion was improper because our Bylaws state only the Board can fill an opening on the Board, yet the Board has not taken any action all year to fill the position.

Please state exactly what your bylaws say on this matter.

On 9/12/2023 at 10:02 AM, Stephanie Moreno said:

1) If a President allows a seconded motion to go to vote and the membership votes to affirm the motion, even if it was improper, since the President allowed it to go to a vote, can it be rescinded behind the scenes from the membership?

Even to the extent there was a violation of the rules on this matter and that violation constitutes a continuing breach, the President can only make a ruling on this matter at a meeting of the membership. The President cannot rule a motion out of order outside of a meeting. The President will have to wait until the next regular meeting of the membership, or a special meeting called for this purpose, in order to rule on this matter.

"Because the voting body itself is the ultimate judge of election disputes, only that body has the authority to resolve them in the absence of a bylaw or special rule of order that specifically grants another body that authority. Thus, for example, when an election has been conducted at a membership meeting or in a convention of delegates, an executive board, even one that is given full power and authority over the society's affairs between meetings of the body that conducted the election, may not entertain a point of order challenging, or direct a recount concerning, the announced election result. While an election dispute is immediately pending before the voting body, however, it may vote to refer the dispute to a committee or board to which it delegates power to resolve the dispute." RONR (12th ed.) 46:50

On 9/12/2023 at 10:02 AM, Stephanie Moreno said:

2) Can a President appoint himself to President-elect and hold two executive offices at the same time?

First, we are told that the bylaws stated that the board has the authority to fill the vacancy, so I don't think the President has the authority to appoint anyone, based upon the facts presented at this time.

Setting that issue aside, as to the question of whether one person can simultaneously serve as President and President-Elect, RONR generally provides that an officer may serve in multiple offices unless the bylaws provide otherwise. But in this particular case, I am skeptical that it is in order for one person to serve as both President and President-Elect.

Edited September 12, 2023 at 06:33 PM by Josh Martin

[Stephanie Moreno]

On 9/12/2023 at 12:41 PM, Gary Novosielski said:

Far be it from me to doubt the word of the President, but I'd like to know the exact language in the bylaws that allegedly says that only the Board can fill a vacancy on the Board.  But I think your motion to elect someone to that position might run into trouble unless you gave previous notice of intent to make it, unless perhaps there were no absentees.  

Section 3: Vacancies in office for any reason, shall be filled by appointment by the Board of Directors. Any interim officer so appointed will serve until expiration of the term.

[Stephanie Moreno]

On 9/12/2023 at 12:42 PM, Atul Kapur said:

If the motion adopted at a membership meeting is truly in conflict with the bylaws, then a point of order can be raised at a membership meeting. Because this is a continuing breach, the point of order can be raised at any time that the motion is still in force and effect.

But, according to RONR, no, the motion cannot be rescinded outside of a membership meeting. Your governing documents may give another body, such as the board, authority to do this but that would be unusual.

Can you share the exact wording of this part of the bylaws? I would be surprised if it led to the conclusion that filling vacancies is an authority exclusively reserved to the board (that is, that the membership is not allowed to do it).

Section 3: Vacancies in office for any reason, shall be filled by appointment by the Board of Directors. Any interim officer so appointed will serve until expiration of the term.

[Stephanie Moreno]

Let me clarify one thing, I did get one portion of my question incorrect.  I have now learned the President did not "appoint" himself President-elect.  At a monthly Board meeting yesterday, the Board took a vote and "elected" the President also the President-elect.  Our Bylaws do not have a term limit but we are supposed to have one person as President and another person as President-elect to prevent the President from serving two terms.  How can the same person be President and President-elect?

[Josh Martin]

On 9/12/2023 at 1:50 PM, Stephanie Moreno said:

Section 3: Vacancies in office for any reason, shall be filled by appointment by the Board of Directors. Any interim officer so appointed will serve until expiration of the term.

Based upon these facts, my view is that this authorizes the board to fill vacancies, but does not grant the board exclusive authority in this regard. It seems to me that the membership could step in when needed, such as in a case where the board neglects to fill the vacancy for some time.

As previously noted, however, notice must be given of an election to fill a vacancy. It does not appear such notice was given. As a result, the election is invalid. But the President cannot make that declaration until the next meeting of the membership. So at this time, the person improperly elected by the membership as President-Elect remains in office, and the subsequent election by the board is invalid.

On 9/12/2023 at 1:58 PM, Stephanie Moreno said:

Let me clarify one thing, I did get one portion of my question incorrect.  I have now learned the President did not "appoint" himself President-elect.  At a monthly Board meeting yesterday, the Board took a vote and "elected" the President also the President-elect.  Our Bylaws do not have a term limit but we are supposed to have one person as President and another person as President-elect to prevent the President from serving two terms.  How can the same person be President and President-elect?

Based upon these facts, I am inclined to think it is not proper to elect the same person as both President and President-Elect.

[Atul Kapur]

On 9/12/2023 at 3:22 PM, Josh Martin said:

Based upon these facts, I am inclined to think it is not proper to elect the same person as both President and President-Elect.

Why is that? We are told that there are no term limits. This is effectively the same as re-electing the president. The OP states that they "are supposed to have one person as President and another person as President-elect to prevent the President from serving two terms," but, based on our limited insight into their documents, there doesn't appear to be anything in the bylaws that supports such a prohibition or creates an ambiguity. Looking forward to hearing more of your chain of logic.

[Josh Martin]

On 9/12/2023 at 2:28 PM, Atul Kapur said:

Why is that? We are told that there are no term limits. This is effectively the same as re-electing the president. The OP states that they "are supposed to have one person as President and another person as President-elect to prevent the President from serving two terms," but, based on our limited insight into their documents, there doesn't appear to be anything in the bylaws that supports such a prohibition or creates an ambiguity. Looking forward to hearing more of your chain of logic.

I suppose it may be helpful if we knew more about the duties of the President-Elect. I suppose if it is correct that the only duty of the President-Elect is to become President when the President's term is over, then this is in effect a clever way of electing a President to consecutive terms.

But it is often the case that the President-Elect also takes on the duties of the Vice President - that is, presiding in the President's absence and becoming President in the event of a vacancy in that office. In such a case, it would seem to be an absurdity to elect the President to the office of President-Elect, since the President cannot possibly perform those duties.

Edited September 12, 2023 at 07:34 PM by Josh Martin

[puzzling]

Puzzling if it is correct to even  describe the election as " filling a vacancy". 

Is it not more an "completion of an election" as the president -elect office was not filled when the election should have happened.

I presume that at the AGM the officers should have been elected, and if an office was not filled there, the right/duty to fill this office still belongs to the membership meeting. (exclusive or not to only the general meeting, is second puzzle) 

 

A third puzzle if with the office of president-elect itself  being temporary filled by the board.

"Any interim officer so appointed will serve until expiration of the term"

Does this not mean that a president elect, appointed by the board does not automatically become president just because his term expires before he automatically can become president?

If it doesn't would that mean that the board and not the membership meeting would elect the next president, what would be the board ruling beyond its term.

(Maybe RONR should stipulate in a later version that a president-elect can only be elected by the membership)

Lots of puzzles 

Also more practical: What do the bylaws say about terms of office and the responsibilities of the president-elect?

Edited September 13, 2023 at 08:53 AM by puzzling

[Josh Martin]

On 9/13/2023 at 1:27 AM, puzzling said:

Puzzling if it is correct to even  describe the election as " filling a vacancy". 

Is it not more an "completion of an election" as the president -elect office was not filled when the election should have happened.

It's both. It is correct to describe this as "completion of the election" from the annual meeting. But if there is no one currently in the office of President-Election, the office is currently vacant, so it's also "filling a vacancy."

On 9/13/2023 at 1:27 AM, puzzling said:

I presume that at the AGM the officers should have been elected, and if an office was not filled there, the right/duty to fill this office still belongs to the membership meeting. (exclusive or not to only the general meeting, is second puzzle) 

You raise a good point. I believe we overlooked the fact that this vacancy arises due to an incomplete election. It thus certainly seems correct that the membership has the authority to complete the election.

I believe the board could still elect a person to fill this vacancy if needed, but such a person would serve only until the membership can complete the election. (Although, for whatever reason, the board neglected to exercise this authority.)

On 9/13/2023 at 1:27 AM, puzzling said:

A third puzzle if with the office of president-elect itself  being temporary filled by the board.

"Any interim officer so appointed will serve until expiration of the term"

Does this not mean that a president elect, appointed by the board does not automatically become president just because his term expires before he automatically can become president?

As I understand the facts on this matter, the President-Elect becomes President upon expiration of his term. So I do not see any conflict in this regard.

On 9/13/2023 at 1:27 AM, puzzling said:

If it doesn't would that mean that the board and not the membership meeting would elect the next president, what would be the board ruling beyond its term.

Yes, I think it is correct that, if an organization has a position of "President-Elect," and the organization delegates to its board the authority to fill vacancies, this will mean that the board may functionally select the next President in the event of a vacancy in the office of President-Elect.

On 9/13/2023 at 1:27 AM, puzzling said:

(Maybe RONR should stipulate in a later version that a president-elect can only be elected by the membership)

I do not see how such a stipulation would accomplish anything. The bylaws take precedence over RONR, and it is the organization's bylaws which provide that the board has authority to fill vacancies.

Edited September 13, 2023 at 05:22 PM by Josh Martin

[puzzling]

RONR 47:22 says that thee provisions for a vacancy innthe ogffice of president-elect need to be written with care. Sadly it doesn't say a lot about why or how. I guess the wtitersvo the bylaws here in question missed that point.