Can Board Members of a Staggered Board switch terms?

[Guest AskingForFriend]

Hi Everyone,

Been lurking for awhile, never posted. I've got a question.

Our (Community Property) Association is trying to re-establish our Constitutional Staggered Board structure.  9 Board Members serving 3 year terms, but only 3 are up for election every year.

Last year it was socialized that the term of one of the Positions would be for just one year. A specific individual identified themselves for that single year position.

One year later... the Chairman of the Board, elected at the same time for a 3 year term, is attempting to exchange his 3 year term with the other individuals' one year term.

Does the potential exchange conflict with Roberts Rules regardless of what was printed on the election ballot?

Does the potential exchange conflict with Roberts Rules if the term limits for each Board Position were printed on the election Ballot?

Thanks!

AFaF

[Rob Elsman]

This is perfectly acceptable. If he wins his three-year term, he will be considered to have resigned his original seat.

[Josh Martin]

On 8/19/2024 at 1:50 PM, Guest AskingForFriend said:

One year later... the Chairman of the Board, elected at the same time for a 3 year term, is attempting to exchange his 3 year term with the other individuals' one year term.

In what manner, exactly, does the Chairman intend to facilitate this "exchange?" The board members cannot, by their own choice, agree to "swap" seats. However, there are conceivably some mechanisms by which this exchange could be accomplished.

For example, if the board has the authority to fill vacancies, both members could resign their seats, and the board could then appoint the persons to the preferred seats.

Alternately, prior to the next regular election, the Chairman could resign his board seat, and the individual who was elected to a one year term could run for the Chairman's old seat.

On 8/19/2024 at 1:50 PM, Guest AskingForFriend said:

Does the potential exchange conflict with Roberts Rules regardless of what was printed on the election ballot?

Does the potential exchange conflict with Roberts Rules if the term limits for each Board Position were printed on the election Ballot?

I don't know that I can say for sure whether this "exchange" violates any rule, since I am not clear on exactly how the board members intend to facilitate this "exchange."

Speaking generally, however, I would say that the membership elected a member to a three year term and elected another member to a one year term, and that fact cannot be changed. However, the fact of this election does not limit subsequent actions which may occur, such as resignations and elections to fill vacancies.

[Richard Brown]

On 8/19/2024 at 1:50 PM, Guest AskingForFriend said:

Last year it was socialized that the term of one of the Positions would be for just one year. A specific individual identified themselves for that single year position.

What do you mean when you say "it was SOCIALIZED" that a certain term was changed to be for just one year?  What does the word "socialized" mean in this context?  How exactly was that accomplished?  Were the bylaws amended?

I've got concerns about "swapping" terms the way you have discussed it, but let's start with what you mean when you say something was "socialized".

[Guest AskingForFriend]

Thanks Josh. I'm not exactly sure how the "exchange" is going to take place, only that it will be happening tomorrow.

Our poorly written Constitution doesn't address resignations and the filling of vacancies and defaults to Roberts Rules.

Maryland Law governing Corporations has language indicating that the Board may fill vacancies, so that would be the mechanism by which they could switch terms once they become vacant.

Here is a follow-up.. in order for the position to become vacant, the Board Member would have to resign, correct?  

Does that resignation have to be motioned and accepted by the body that elected them into office? per Roberts Rules,  would that be a majority of a quorum of the Membership at a Member's meeting?Q

[Guest AskingForFriend]

On 8/19/2024 at 3:56 PM, Richard Brown said:

What do you mean when you say "it was SOCIALIZED" that a certain term was changed to be for just one year?  What does the word "socialized" mean in this context?  How exactly was that accomplished?  Were the bylaws amended?

I've got concerns about "swapping" terms the way you have discussed it, but let's start with what you mean when you say something was "socialized".

HI Richard... thanks for the engagement. 

The interested Membership is suffering from memory lapse on how the re-establishment of staggered terms was communicated to the Membership. Many of us believe it was printed on the ballot and explained at the election... we just don't have a copy of the ballot and we rarely keep minutes for the election meeting other than the results.  

BUT, I just found the announcement that went out to the community soliciting for nominations:

"Four open positions on the Board of Directors; three will serve a three-year term; the fourth will serve a one-year term."

That is the minimum of the socialization that occurred. I still believe it was addressed during the meeting and the ballots indicated who exactly would be up for the 1 year term.

  

On 8/19/2024 at 3:56 PM, Richard Brown said:

What do you mean when you say "it was SOCIALIZED" that a certain term was changed to be for just one year?  What does the word "socialized" mean in this context?  How exactly was that accomplished?  Were the bylaws amended?

I've got concerns about "swapping" terms the way you have discussed it, but let's start with what you mean when you say something was "socialized".

HI Richard... thanks for the engagement. 

The interested Membership is suffering from memory lapse on how the re-establishment of staggered terms was communicated to the Membership. Many of us believe it was printed on the ballot and explained at the election... we just don't have a copy of the ballot and we rarely keep minutes for the election meeting other than the results.  

BUT, I just found the announcement that went out to the community soliciting for nominations:

"Four open positions on the Board of Directors; three will serve a three-year term; the fourth will serve a one-year term."

That is the minimum of the socialization that occurred. I still believe it was addressed during the meeting and the ballots indicated who exactly would be up for the 1 year term.

 

[Richard Brown]

On 8/19/2024 at 3:22 PM, Guest AskingForFriend said:

The interested Membership is suffering from memory lapse on how the re-establishment of staggered terms was communicated to the Membership. Many of us believe it was printed on the ballot and explained at the election... we just don't have a copy of the ballot and we rarely keep minutes for the election meeting other than the results.  

Thank you for that additional information. However, it still does not explain to me what you mean by the term “socialized“ when you say that “Last year, it was socialized that they term of one of the positions would be for just one year…”.  

What do you mean by “socialized“? What does the word mean in the context in which you are using it?  I know what socialism is, I know what socialized medicine is, and I know what it is to “socialize” a dog to learn to behave around people and other dogs. But I do not have the any idea what you mean when you say you “socialized” this business of changing board terms.  What exactly did your group do? And most importantly, did you amend the bylaws to reflect that change? It is important for us to know whether you amended your bylaws to reflect that change.

Edited to add: if you mean you simply elected one person to serve a term of one year without regard to what the bylaws provide, then please just say so. And tell us how long this has gone on. 

Edited August 19, 2024 at 09:32 PM by Richard Brown
Added last paragraph and made typographical correction

[Josh Martin]

On 8/19/2024 at 3:14 PM, Guest AskingForFriend said:

Our poorly written Constitution doesn't address resignations and the filling of vacancies and defaults to Roberts Rules.

In that event, depending on what your constitution says regarding the power of the board, it may be that the power to fill vacancies rests solely with the membership, or it may be that the board can fill vacancies.

"The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example in 56:43) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. For particular vacancies, see 47:22 (president-elect), and 47:28–30 and 56:32 (president and vice-presidents). See also 13:23 (vacancies in a committee).

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.) 47:57-58

Although you then immediately after say that applicable law says something on this matter, so I'm not sure it is in fact correct that this "defaults to Roberts Rules."

On 8/19/2024 at 3:14 PM, Guest AskingForFriend said:

Maryland Law governing Corporations has language indicating that the Board may fill vacancies, so that would be the mechanism by which they could switch terms once they become vacant.

If the board has the power to fill vacancies, the board also has the power to accept resignations.

On 8/19/2024 at 3:14 PM, Guest AskingForFriend said:

Here is a follow-up.. in order for the position to become vacant, the Board Member would have to resign, correct?  

I believe they would both have to resign.

On 8/19/2024 at 3:14 PM, Guest AskingForFriend said:

Does that resignation have to be motioned and accepted by the body that elected them into office? per Roberts Rules,  would that be a majority of a quorum of the Membership at a Member's meeting?Q

The resignation has to be accepted by the body with the authority to fill the resulting vacancy. As I understand the facts, applicable law empowers the board to fill the vacancy, which means the board also has the power to accept the resignation.

I would also note that while it is technically correct that a resignation must be accepted, you can't force people to stay in positions against their will. The option of refusing the resignation largely exists in the event the organization wishes to remove the person from office instead.

On an unrelated note, please banish the ambiguous phrase "majority of a quorum" from your vocabulary. Presumably what you mean to say is "a majority vote, at a meeting of the membership, provided a quorum is present."

Edited August 19, 2024 at 09:38 PM by Josh Martin

[Gary Novosielski]

On 8/19/2024 at 3:22 PM, Josh Martin said:

For example, if the board has the authority to fill vacancies, both members could resign their seats, and the board could then appoint the persons to the preferred seats.

Or, if it preferred, the board could then appoint two different persons to those two seats who have more respect for the will of the voters.  🙂

 

[Atul Kapur]

On 8/19/2024 at 5:26 PM, Richard Brown said:

What do you mean by “socialized“? What does the word mean in the context in which you are using it?

From the context, I gather that GuestAFAF means that this process was explained and, implicitly or explicitly, described or implied as the standard, usual, or "normal" way of doing this type of thing.

GuestAFAF, how did this one-year term come to be? If it occurred because someone left the office with one year left in their three-year term, than it may be more accurate -- and cause less confusion -- to say that this is to complete the last year of that term.

[Richard Brown]

On 8/19/2024 at 5:14 PM, Atul Kapur said:

From the context, I gather that GuestAFAF means that this process was explained and, implicitly or explicitly, described or implied as the standard, usual, or "normal" way of doing this type of thing.

That may be, but I am still anxious to hear from GuestAFAF what he or she means by the term “socialized” and exactly how this one year board term came to exist.

BTW, GuestAFAF,  I realize that my comments in my post three or four posts above this one probably sounded a bit snippy. For that, I apologize. I’m was feeling frustrated in my attempt to find out just what happened and I let it show. All of us here want to help you, but we need to know exactly what is going on in order to be the most helpful. Thus, all of our questions.

[Guest GuestAFAF]

On 8/19/2024 at 5:38 PM, Josh Martin said:

On an unrelated note, please banish the ambiguous phrase "majority of a quorum" from your vocabulary. Presumably what you mean to say is "a majority vote, at a meeting of the membership, provided a quorum is present."

Noted. Thanks.

On 8/19/2024 at 6:14 PM, Atul Kapur said:

From the context, I gather that GuestAFAF means that this process was explained and, implicitly or explicitly, described or implied as the standard, usual, or "normal" way of doing this type of thing.

GuestAFAF, how did this one-year term come to be? If it occurred because someone left the office with one year left in their three-year term, than it may be more accurate -- and cause less confusion -- to say that this is to complete the last year of that term.

One-year term came about as there was no documentation (over an 8 year period) of who was serving which 3 year term.  There were 2 deaths, a few resignations subsequent interim appointments, etc. See note to Richard below.

On 8/19/2024 at 6:47 PM, Richard Brown said:

That may be, but I am still anxious to hear from GuestAFAF what he or she means by the term “socialized” and exactly how this one year board term came to exist.

BTW, GuestAFAF,  I realize that my comments in my post three or four posts above this one probably sounded a bit snippy. For that, I apologize. I’m was feeling frustrated in my attempt to find out just what happened and I let it show. All of us here want to help you, but we need to know exactly what is going on in order to be the most helpful. Thus, all of our questions.

I appreciate and accept the apology. I am here for the education, after all.

When I said "socialized" I simply meant "communicated to the Community."  It was communicated with the specific intention of informing members that

1) our Constitution requires a Staggered Board

2) our Association was not properly adhering to the Constitution in maintaining a Staggered Board

3) our Constitution does not normally have one year Board Member terms

4) the one year term would bring the Board Membership in line with the Constitutional requirements for a Staggered Board

We've been doing some further research... The one year term was first communicated when nominations were solicited. At least two individuals requested to be nominated for that one year position. The printed ballots had an asterisk next to the person who was nominated and a write in area also had an asterisk for a one year position.

Overall - thanks everyone, I've enjoyed being a part of this discussion as well as your thoughts, comments and suggestions.

It sounds like the MD law providing the provision to fill vacancies (and accept resignations) allows the Board Members to switch terms.

I am not a fan of doing so with elections next month, but at least I have a justifiable answer.