Clarification of "Officers" of Corporation & Term of Office

[Guest rkzet]

Our Corporation is made up of 7 elected Board of Directors. After the Annual general meeting they hold a meeting in accordance with the by-laws to elect the "Officers". 

The Executive Secretary (currently an employee), Treasurer (currently a volunteer) and Recording Secretary (currently an employee) are not drawn from the Board of Directors and currently some have held office for quite a number of years as it is not always easy to get a Treasurer for example.

I have been asked to clarify if our current by-laws indicate that the Executive Secretary, Treasurer and a Recording Secretary are limited to the same term of office as the President, First Vice President, etc?  And if so, what would be the best way to change this? 

For this purpose I am including the 2 sections of our by-laws that pertain to the Officers:

Section 1: Enumeration of Officers. The Officers of this Corporation shall be a President, a First Vice President, and a Second Vice President who shall, at all times, be members of the Board.  Officers shall further include an Executive Secretary, a Treasurer, a Recording Secretary, and other such officers as the Board may from time to time by resolution create, which may or may not be members of the Board.

Section 3: Term.  The Officers of this Corporation shall be elected annually by the Board and each shall hold office for one (1) year, or until their successors are elected and take office, unless s/he shall sooner resign, be removed, or otherwise be disqualified to serve.  An Officer can have succeeding terms in office; however, the Officer shall be limited to two (2) succeeding terms or a total of three (3) years. A member may be appointed to a different office immediately after the previous three (3) terms or to the same office after a two (2) year break in service.

Section 4: Special Appointments. The Board may elect such other Officers as the affairs of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

[Gary Novosielski]

I can see why you have been asked to clarify it, since it lacks clarity as written.

It looks like some officers have a term specified and other don't, but there's no bright line to indicate which is what.

You should look into modifying the bylaws to more clearly reflect the actual wishes of the society.

[Joshua Katz]

On 12/7/2023 at 5:58 PM, Gary Novosielski said:

It looks like some officers have a term specified and other don't, but there's no bright line to indicate which is what.

 

Why does it look like that?

There are "Officers of the Corporation" who are ex officio members of the board. Then there are "officers" who are not. Officers of the Corporation have a one-year term. Standing alone, I see the problem. But it says:

On 12/7/2023 at 3:33 PM, Guest rkzet said:

Officers shall further include an Executive Secretary, a Treasurer, a Recording Secretary, and other such officers as the Board may from time to time by resolution create, which may or may not be members of the Board.

Are these Officers of the Corporation? Yes. The word "further" so establishes - there's no other sort of officer for them to be "further included" as.

[Gary Novosielski]

On 12/7/2023 at 7:17 PM, Joshua Katz said:

Why does it look like that?

There are "Officers of the Corporation" who are ex officio members of the board. Then there are "officers" who are not. Officers of the Corporation have a one-year term. Standing alone, I see the problem. But it says:

Are these Officers of the Corporation? Yes. The word "further" so establishes - there's no other sort of officer for them to be "further included" as.

But Section 4 says there are yet more officers who do not have fixed terms.  How do we tell those from the "other officers" who do have fixed terms?

[Joshua Katz]

On 12/7/2023 at 3:33 PM, Guest rkzet said:

Section 4: Special Appointments. The Board may elect such other Officers as the affairs of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.

That seems to clearly refer to officers who were not mentioned above.

 

On 12/7/2023 at 3:33 PM, Guest rkzet said:

Officers shall further include an Executive Secretary, a Treasurer, a Recording Secretary, and other such officers as the Board may from time to time by resolution create, which may or may not be members of the Board.

 

[Atul Kapur]

It may be useful to specify Elected Officers (P, VP1, VP2) and Appointed Officers (ExecSec, Treasurer, RecSec). Then clarify that the term limits in section 3 only apply to Elected Officers (I believe terms are useful for the Appointed Officers, but if you remove the limits then you can keep re-appointing the same people).

[Gary Novosielski]

I am not a lawyer, but I believe there are legal scenarios where it becomes a matter of some importance just who the officers of an organization are.

In this case it strikes me as a good idea that the bylaws clearly establish which officers are Officers, if you will.

I think in most organizations it is not necessary to consider everyone who is assigned a special task by the board to be considered an officer, which could result in the corps of officers varying in size as some of their number pop into and out of existence.

[Guest Rkzet]

Thank you all for your comments & suggestions, very much appreciated!  I am once again calling on your expertise/guidance to assist me

Section 1: Enumeration of Officers. The Officers of this Corporation shall be a President, a First Vice President, and a Second Vice President who shall, at all times, be members of the Board.  Officers shall further include an Executive Secretary, a Treasurer, a Recording Secretary, and other such officers as the The Board may from time to time by resolution create other Officers which may or may not be members of the Board.  My thought is that this line would allow the Board to create a Third Vice President if they so choose at a later date.

Section 3: No changes

 

Section 4: Special Appointments. The Board shall appoint an Executive Secretary, a Treasurer and a Recording Secretary as Officers, immediately following the Annual Meeting of the membership. The term limits specified in Section 3 of this Article will not apply to these appointments.  There is a another section in the by-laws that refer to the duties of all officers

The Board may elect such other Officers as the affairs of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.  Leaving this paragraph in would allow a special appointment such as a Internal Auditor or other position, and still allow the Board to determine the length of the office?

 

Your thoughts?

[Joshua Katz]

On 12/8/2023 at 1:16 PM, Guest Rkzet said:

The Board may elect such other Officers as the affairs of the Corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.  Leaving this paragraph in would allow a special appointment such as a Internal Auditor or other position, and still allow the Board to determine the length of the office?

 

I'm not clear on why an internal auditor should be an officer of the corporation. Nor is it obvious to me, once you have the hood open, that employees who take minutes to assist the secretary should be. 

[Gary Novosielski]

Your example of an Internal Auditor would, in my view, not be an officer position, but is usually an Audit Committee, which in some cases might be a committee of one. I suspect that many of these additional "officers" might more appropriately be chairmen of ad-hoc committees assigned a specific task.

 

Edited December 8, 2023 at 06:25 PM by Gary Novosielski

[Guest rkzet]

Thanks again, for your additional comments.  I will have the by-law committee review all your comments.