Backdating Slate

[Guest FloridaExplorer1845]

Our board is voting to approve the executive slate. The approval should have been done earlier this year based on the term but life happens. At this meeting we basically want to approve the slate (it would be the same slate as before) but to say their new term would have started at the end of the previous one (not today's date). How would we do this?

[J. J.]

Why wasn't it carried out at the time that it should have been? 

[Richard Brown]

I have a question in addition to the one asked by JJ. What do your bylaws say about the terms of office, particularly how long the officers serve? Please don’t paraphrase but quote the provision exactly as it appears in the bylaws. Be sure to include any language to the effect, that officers continue to serve until their successors are elected 

[Guest FloridaExplorer1845]

I'm just the messenger so I don't know the exact reasoning why it didn't occur. I think it was because no names had been submitted at the meeting prior to this annual meeting so there was a delay in the process.
The only thing the bylaws say is this:

"The Nominating Committee shall submit at the meeting prior to the annual meting the names of those persons for the respective offices of the Board of Directors. Nominations may also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Board. Those officers shall serve a term of one (1) year, commencing at the next meeting following the annual meeting. Officers of the Executive Committee shall be eligible to serve in their respective offices for a maximum of two (2) terms."

[Guest FloridaExplorer1845]

I'm just the messenger so I'm not sure about the exact details for why it didn't happen earlier. I believe it was largely due the fact that no names were submitted at the meeting prior.

Our bylaws say this:

"The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Board of Directors. Nominations may also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Board. Those offers elected shall serve a term of one (1) year, commencing at the next meeting following the annual meeting. Officers of the Executive Committee shall be eligible to serve in their respective offices for a maximum of two (2) terms."

These officers were elected in February 2023 with the next meeting being in June 2023. And our most recent meeting was February 2024.

[Richard Brown]

Rather than trying to backdate things, I would suggest you just get on with the business of electing the new officers ASAP. 

[Atul Kapur]

Technically, i believe that you are filling vacancies in these various positions, because the incumbents' terms expired at the meeting after the annual meeting (which sounds like it was the February meeting).

Practically, do as Mr. Brown says and elect people as soon as you properly can - their terms will end at the meeting after the next Annual Meeting, even if that is less than a year after they are elected. That is, the term is not extended because the election is delayed.

Edited June 14, 2024 at 01:22 PM by Atul Kapur
Corrected end of term as Richard Brown identified

[Gary Novosielski]

I don't think you can properly backdate their terms, since according to the language from your bylaws, it seems that once the terms of the previous officers had expired, you didn't have any officers.  Hurry up and elect them, so that you have actual officers.  I agree with @Atul Kapur that their terms will end at the next AGM. their normal time.

Edited June 14, 2024 at 01:30 PM by Gary Novosielski
as shown

[Richard Brown]

I believe the terms expire at the first meeting after the annual meeting, not at the annual meeting. It’s a strange bylaw provision, but it seems to be what the quoted bylaw provision says. 

[Atul Kapur]

Thanks, @Richard Brown. Corrected.

[Gary Novosielski]

On 6/14/2024 at 9:23 AM, Atul Kapur said:

Thanks, @Richard Brown. Corrected.

Moi aussi.