Officers leaving their positions and remaining in the chapter. Do they have a right to a vote?

[treasurer]

We are Edison Chapter #3446 of AARP

We will have a President and a Vice President stepping out of office.  Both will still remain in the chapter.  Both will no longer be officers. Do

they have the rights to vote on a matter.  Or do they have to be voted back in as an officer?

Thank you,

 

Louise Dougherty

Treasurer

[Josh Martin]

On 2/22/2024 at 11:48 AM, Louise Dougherty said:

We will have a President and a Vice President stepping out of office.  Both will still remain in the chapter.  Both will no longer be officers. Do they have the rights to vote on a matter.  Or do they have to be voted back in as an officer?

Please clarify the following.

• Is your question concerning whether the (former) President and Vice President may vote at a meeting of the chapter's membership, or at a meeting of the board?
• If your question is concerning a meeting of the board, please clarify what your bylaws say concerning the membership of the board.

[Gary Novosielski]

On 2/22/2024 at 12:48 PM, Louise Dougherty said:

We are Edison Chapter #3446 of AARP

We will have a President and a Vice President stepping out of office.  Both will still remain in the chapter.  Both will no longer be officers. Do

they have the rights to vote on a matter.  Or do they have to be voted back in as an officer?

Thank you,

 

Louise Dougherty

Treasurer

They have the right to vote in any body which they are still a member of, and not in any body which they are no longer a member of.

 

[treasurer]

So they do not need to be voted back into the Board. ..

Thank you.

[treasurer]

On 2/22/2024 at 1:08 PM, Josh Martin said:

Please clarify the following.

• Is your question concerning whether the (former) President and Vice President may vote at a meeting of the chapter's membership, or at a meeting of the board?
• If your question is concerning a meeting of the board, please clarify what your bylaws say concerning the membership of the board.

As a member of the Board

[treasurer]

On 2/22/2024 at 8:06 PM, Gary Novosielski said:

They have the right to vote in any body which they are still a member of, and not in any body which they are no longer a member of.

 

thank you

[Joshua Katz]

On 2/24/2024 at 2:57 PM, Louise Dougherty said:

As a member of the Board

Given that the question appears to be whether they can vote at board meetings

On 2/24/2024 at 2:56 PM, Louise Dougherty said:

So they do not need to be voted back into the Board. ..

 

is incorrect.

On 2/22/2024 at 6:06 PM, Gary Novosielski said:

They have the right to vote in any body which they are still a member of, and not in any body which they are no longer a member of.

 

They are, we are told, no longer members of the board. Therefore, they cannot vote at board meetings. They can vote at meetings of the chapter, given that they are members of the chapter.

[treasurer]

Thank you for your response.. If I understand correctly, they cannot vote on a matter of the Board since they have resigned their officer positions.  If they want to vote..I assume they will have to be voted in by the board...If so, is there a waiting period before they can be voted back in?

 

[treasurer]

On 2/24/2024 at 5:28 PM, Louise Dougherty said:

Thank you for your response.. If I understand correctly, they cannot vote on a matter of the Board since they have resigned their officer positions.  If they want to vote..I assume they will have to be voted in by the board...If so, is there a waiting period before they can be voted back in?

 

To further clariy....The president resigning wants to be program chair and the vice president resigning wants to be the greeter.  They still hold these positions.

voting will be in May of this year and finalized in June at our open meeting.

 

[Joshua Katz]

If they want to vote on board matters, they will have to be members of the board. Does your board have the power to vote people onto the board? Usually the board is elected by the membership. Their having held positions that, ex officio, made them board members in the past is irrelevant.

So far as RONR is concerned, there is no waiting period, except that there needs to be either a vacancy or time for an election. Any such waiting period would be found in your rules.

[Joshua Katz]

On 2/24/2024 at 3:34 PM, Louise Dougherty said:

The president resigning wants to be program chair and the vice president resigning wants to be the greeter.  They still hold these positions.

So it sounds like they don't just want to hold these positions, but in fact do. Do those positions make one ex officio a member of the board?

On 2/24/2024 at 3:34 PM, Louise Dougherty said:

voting will be in May of this year and finalized in June at our open meeting.

 

Voting for what? Whose open meeting - the board or the membership?

[treasurer]

Because we do not have enough of volunteers..the President has been handling the programs for our open meetings

The Vice President has also been the Greeter at the open meetings.

 

So the question would be do they automatically remain on the Board...

[Joshua Katz]

On 2/24/2024 at 3:39 PM, Louise Dougherty said:

So the question would be do they automatically remain on the Board...

That's not a question about RONR; it's one about your board. What do your bylaws say about the composition of the board?

[treasurer]

If they remain on the Board then it seens they would have a right to vote on issues that the Board brings up

[treasurer]

On 2/24/2024 at 5:40 PM, Joshua Katz said:

That's not a question about RONR; it's one about your board. What do your bylaws say about the composition of the board?

There are no findings in the bylaws that relate to this topic...that is why I am asking.

[Joshua Katz]

It must say something. If, in fact, the bylaws never mention the board, then there is no board. If, on the other hand, the bylaws define a board, they must say who is on it. 

On 2/24/2024 at 3:41 PM, Louise Dougherty said:

If they remain on the Board then it seens they would have a right to vote on issues that the Board brings up

A person is either a member of the board, or not. Usually, officers are ex officio members of the board. Not always, but usually. I believe we all assumed, from the initial question, that these individuals were members of the board as a result of their officer positions. But now we're learning of other positions they hold, and so we need to know if those other positions also convey board membership. 

[treasurer]

It seems that President and Vice President when stepping out of office no longer can remain on the Board unless voted in by its present

board members.   Whether these other positions convey board membershiip, I do not know. My thought originally was that because they stepped down

from their officer positions they stayed on the Board?

[Joshua Katz]

On 2/24/2024 at 3:55 PM, Louise Dougherty said:

It seems that President and Vice President when stepping out of office no longer can remain on the Board unless voted in by its present

board members.

Again, this is not certain to be the case. They'd have to get on the board by whatever means exist, which usually means being elected by the membership, not the board.

On 2/24/2024 at 3:55 PM, Louise Dougherty said:

Whether these other positions convey board membershiip, I do not know.

Well, that's the crux of the question, and we can't answer it for you. Do your bylaws contain the word "board"?

On 2/24/2024 at 3:55 PM, Louise Dougherty said:

My thought originally was that because they stepped down

from their officer positions they stayed on the Board?

This is also unclear, but likely no. How do your officers get selected? Do they first get onto the board, and then the board selects officers from among its members, or do they first get elected to, say, President, and as a result get to be on the board?

[treasurer]

We have a Nominating  Committee whereby members come forward if interested in such a position...If not then we use our Board Members.

Thank you Gary for your time.

[Joshua Katz]

On 2/24/2024 at 4:06 PM, Louise Dougherty said:

We have a Nominating  Committee whereby members come forward if interested in such a position...If not then we use our Board Members.

 

And then what? Are they elected president, or "board member"?

[Josh Martin]

I don't think I ever received an answer to the second part of my question.

On 2/22/2024 at 12:08 PM, Josh Martin said:

If your question is concerning a meeting of the board, please clarify what your bylaws say concerning the membership of the board.

The reason I ask is because the manner in which the officers of an organization are elected varies, and depending on which system is used, the answer to your original question will be different.

In some organizations, the membership directly elects the society's officers, and the officers automatically serve as members of the board. In this situation, if a person no longer holds their officer position, they are also no longer a member of the board.

In other organizations, the membership elects the board members, and the board then elects the officers from among its members. In this situation, if a person no longer holds their officer position, they are still a member of the board.

As Mr. Novosielski correctly stated, if they're members of the board, they have the right to vote. If they aren't members of the board, they don't have the right to vote. So the question is whether they are members of the board.

On 2/24/2024 at 4:28 PM, Louise Dougherty said:

Thank you for your response.. If I understand correctly, they cannot vote on a matter of the Board since they have resigned their officer positions.  If they want to vote..I assume they will have to be voted in by the board...If so, is there a waiting period before they can be voted back in?

Well, I don't think think we have a conclusive answer yet as to whether these persons are currently board members.

To the extent they are not board members, it is correct that they would need to be elected as board members before they can vote. Whether the board can do this depends on a.) whether there are currently any vacancies on the board and b.) whether the bylaws grant the board authority to fill vacancies, or grant the board "full power and authority over the society's affairs between meetings of the society's assembly," which includes the power to fill vacancies.

There is no "waiting period" unless your bylaws so provide.

On 2/24/2024 at 4:34 PM, Louise Dougherty said:

To further clariy....The president resigning wants to be program chair and the vice president resigning wants to be the greeter.  They still hold these positions. voting will be in May of this year and finalized in June at our open meeting.

Well, you just keep throwing names of positions at us, which doesn't help us at all, because we don't know whether these positions are part of the board under your bylaws.

On 2/24/2024 at 4:41 PM, Louise Dougherty said:

If they remain on the Board then it seens they would have a right to vote on issues that the Board brings up

Yes, if they are still board members, they have the right to vote. That's not in dispute.

The question we're trying to answer is whether they are board members.

On 2/24/2024 at 4:42 PM, Louise Dougherty said:

There are no findings in the bylaws that relate to this topic...that is why I am asking.

I understand there is nothing in your bylaws answering the specific question of "We will have a President and a Vice President stepping out of office.  "Both will still remain in the chapter.  Both will no longer be officers. Do they have the rights to vote on a matter.  Or do they have to be voted back in as an officer?"

But what do your bylaws say about the membership of the board generally speaking?

On 2/24/2024 at 5:06 PM, Louise Dougherty said:

It seems that President and Vice President when stepping out of office no longer can remain on the Board unless voted in by its present board members.   Whether these other positions convey board membershiip, I do not know. My thought originally was that because they stepped down from their officer positions they stayed on the Board?

We have a Nominating  Committee whereby members come forward if interested in such a position...If not then we use our Board Members.

Please just directly quote what your bylaws say regarding the membership of the board.

Edited February 25, 2024 at 02:33 PM by Josh Martin

[Joshua Katz]

On 2/25/2024 at 7:32 AM, Josh Martin said:

The question we're trying to answer is whether they are board members.

On 2/24/2024 at 3:42 PM, Louise Dougherty said:

Well, I've shifted to wondering if there is a board at all.

[Gary Novosielski]

It seems to me there are two different, yet common situations.  Some organizations do it one way, and some the other  (I assume there are also organizations that have come up with some hybrid method, but I choose to ignore those for the present.)

Situation 1:

The membership votes for a President, a Vice President, a Secretary, and such other officers as the bylaws may provide, some of whom may be called Directors.  They are all members of the board.  In this case, the President is a member of the board by virtue of being President.   If the President, for any reason, stopped being president, that would mean no longer being a member of the board.

Situation 2:

The membership votes for the members of the board.  They elect as many Directors as necessary to fill expiring terms, so that the Board consists of the correct number of members.  Afterward, at a board meeting, the board itself elects, from among its own number, a President, Vice President, Secretary, and such other officers as the bylaws may provide.  In this case, the president is a member of the board by virtue of being elected to the Board.  If the President for any reason, stopped being president, that would not automatically mean they were off the board.  

In either case, the Vice President would immediately become president, and there would be a vacancy in the office of Vice President.  The difference is whether the president remained on the board or not, and the answer to that question would determine whether the President could vote at (or even attend) board meetings.  How to fill the VP vacancy depends on how the bylaws handle vacancies.  In the case of Situation 2, the board would elect another of its members to be VP.  In the case of Situation 1, any qualified member could be elected VP, but the question of by whom they are elected will vary depending on the bylaws provisions for filling mid-term vacancies.

[Joshua Katz]

On 2/25/2024 at 1:13 PM, Gary Novosielski said:

It seems to me there are two different, yet common situations.  Some organizations do it one way, and some the other  (I assume there are also organizations that have come up with some hybrid method, but I choose to ignore those for the present.)

 

I agree, but there's also the matter of the P and VP also holding other positions, which may also be board positions, and of the fact that, apparently, the bylaws do not give the board membership, in which case there is no board. Too many variables here at the moment without more clarification.

[Gary Novosielski]

On 2/25/2024 at 3:16 PM, Joshua Katz said:

I agree, but there's also the matter of the P and VP also holding other positions, which may also be board positions, and of the fact that, apparently, the bylaws do not give the board membership, in which case there is no board. Too many variables here at the moment without more clarification.

Yes, and those other positions would be subject to the same analysis: do they hold those other positions by virtue of their office, or the other way around, and are these other duties performed, by rule or custom, by specific office holders, by any board member, by any general member, or some other case?

If there isn't any board, the answer is then simple: nobody is allowed to attend (or vote in) board meetings, as they do not occur.