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Officer serving another term, violation of by-laws


Guest Ann Zitterkopf

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Guest Ann Zitterkopf

As President of an organization it has been brought to my attention, that one of our officers is in violation of our by-laws. This individual who was chair of our nominations committee not only nominated herself for same position as she was presently serving. Our by-law states an officer cannot serve more than one term. We believe this was an oversight and not intentionally done.

In light of the climate these days with members not willing to accept offices, I want to proceed with caution. I realize she will need to resign her position and the board appoint someone other than her to fill the vacancy.

QUESTION IS: Can the Board ignore the by-laws and let this indivdual remain in office?

I would appreciate your assistance.

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Can the Board ignore the by-laws

Of course not.

At the next meeting of the organization, point out the fact that this person is ineligible to hold the office she occupies. You may have to hold a special election since the position wasn't properly filled in the first place. But stay tuned as others may argue that a vacancy-filling process (e.g. by the board) could still be used (assuming, of course, one is provided for in the bylaws).

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Of course not.

At the next meeting of the organization, point out the fact that this person is ineligible to hold the office she occupies. You may have to hold a special election since the position wasn't properly filled in the first place. But stay tuned as others may argue that a vacancy-filling process (e.g. by the board) could still be used (assuming, of course, one is provided for in the bylaws).

But who says there is a vacancy? If the term of office is "____ year(s) and/or* until their successors are chosen", and no successor has been chosen for this office, then the person would still be in office from the previous term.

* It wouldn't matter whether "and" or "or" is used.

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But who says there is a vacancy? If the term of office is "____ year(s) and/or* until their successors are chosen", and no successor has been chosen for this office, then the person would still be in office from the previous term.

But a successor was chosen. It just turns out that (months later?) it's learned that the successor is ineligible to hold office. So it's either an incomplete election, in which case, as you suggest, the former officeholder might be back in office, or the election was complete when the ineligible (though no one knew it at the time) candidate accepted the office and now there's a vacancy.

As an added wrinkle, the former officeholder is the ineligible electee.

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...So it's either an incomplete election, in which case, as you suggest, the former officeholder might be back in office, or the election was complete when the ineligible (though no one knew it at the time) candidate accepted the office and now there's a vacancy. ...

I don't understand what you're saying. Apparently the election was considered complete at the time, but now a point of order will be raised that the election was null and void. If and when that point of order is sustained, it will turn out that the current office-holder was never properly elected for a new term. But why would that mean that suddenly the office is vacant, any more than if the election was incomplete to begin with?

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it will turn out that the current office-holder was never properly elected for a new term. But why would that mean that suddenly the office is vacant, any more than if the election was incomplete to begin with?

Agreeing for the moment that the removal from office of an ineligible candidate creates an incomplete election no matter how long that ineligible person has served, if the person in office prior to the election is the person who is ineligible to (continue to) hold the office, it seems to me like there's a vacancy.

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Agreeing for the moment that the removal from office of an ineligible candidate creates an incomplete election no matter how long that ineligible person has served, if the person in office prior to the election is the person who is ineligible to (continue to) hold the office, it seems to me like there's a vacancy.

Just because the bylaws say the person is ineligible to serve more than one term, that doesn't necessarily mean the person can't serve out that one term for the full amount of time -- i.e., at least until his successors have been elected. Either the election of the successor is valid (in which case he is his own successor) or it is invalid (in which case he stays in office until the successor is elected). Either way, the office is not vacant.

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Just because the bylaws say the person is ineligible to serve more than one term, that doesn't necessarily mean the person can't serve out that one term for the full amount of time -- i.e., at least until his successors have been elected.

But, in this case, the person is not just serving out "that one term", she's serving the next term, something she's ineligible to do.

Unless I'm misunderstanding you (which is entirely possible) you seem to be saying that, just because the bylaws say the person is ineligible to serve more than one term, that doesn't necessarily mean the person can't serve more than one term in the case of an incomplete election.

Or (the light bulb just went on!), does that first term continue until an eligible successor is elected?

Ah ha!

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As President of an organization it has been brought to my attention, that one of our officers is in violation of our by-laws. This individual who was chair of our nominations committee not only nominated herself for same position as she was presently serving. Our by-law states an officer cannot serve more than one term. We believe this was an oversight and not intentionally done.

In light of the climate these days with members not willing to accept offices, I want to proceed with caution. I realize she will need to resign her position and the board appoint someone other than her to fill the vacancy.

QUESTION IS: Can the Board ignore the by-laws and let this indivdual remain in office?

I would appreciate your assistance.

Guest_Ann_Zitterkopf, maybe you can clear up a point here for me.

You refer to your bylaws disallowing an officer from serving more than one term. You also refer to an "individual" being "chair" of the nominating committee. This individual seems to be the person of question here who may be in violation of the bylaws, ostensibly serving as chair for a second year.

What "office" is she holding? Do your bylaws define the position of "chair of the nominating committee" as an officer position? Or are you perhaps playing a little loose with the word "officer?"

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What "office" is she holding? Do your bylaws define the position of "chair of the nominating committee" as an officer position?

As I understand it, the fact that this person was the chair of the nominating committee is immaterial (other than that she should have known better than to nominate herself to an office she was ineligible to hold).

Sometimes we get facts we don't need. Sometimes we don't get facts we need. (With apologies to Mr. Miyagi.)

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As I understand it, the fact that this person was the chair of the nominating committee is immaterial (other than that she should have known better than to nominate herself to an office she was ineligible to hold).

Sometimes we get facts we don't need. Sometimes we don't get facts we need. (With apologies to Mr. Miyagi.)

Yes, but what I'm curious about is whether the position of chair of the nominating committee is an office position. The only "typical" office position mentioned in the original post was President, which is held by the OP. So what "office" does this violator hold?

(Facts on, facts off)

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In light of the climate these days with members not willing to accept offices, I want to proceed with caution.

If it's expected that nobody else will accept the position, it would be a good idea to make sure the necessary notice (if so required and if possible) is sent for amending the bylaws to remove the restriction on multiple terms, so this could be taken care of at the next meeting.

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Yes, but what I'm curious about is whether the position of chair of the nominating committee is an office position.

Well, upon re-reading the original post (I've got to stop doing that!), it may very well be that the "office" this ineligible person is serving in is the "office" of nominating committee chair. But I'm sticking with saying it's not.

I'm sure Ms. Zitterkopf will be back to clear things up. As hard as it is to imagine, I suspect some people post a question, get on with their life, and return the next day to see if there have been any replies.

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Well, upon re-reading the original post (I've got to stop doing that!), it may very well be that the "office" this ineligible person is serving in is the "office" of nominating committee chair. But I'm sticking with saying it's not.

Fine, but I am under the impression this "office" would need to be defined as such in the bylaws, yes? Otherwise, it's not an "office."

I'm sure Ms. Zitterkopf will be back to clear things up. As hard as it is to imagine, I suspect some people post a question, get on with their life, and return the next day to see if there have been any replies.

What??? You mean there are people who do not stay signed in, checking for updated replies minute by minute, from wake up to nod off? Unimaginable. :o

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Fine, but I am under the impression this "office" would need to be defined as such in the bylaws, yes? Otherwise, it's not an "office."

True dat.

What??? You mean there are people who do not stay signed in, checking for updated replies minute by minute, from wake up to nod off? Unimaginable. :o

I'm trying to decide if I believe you have the patience to wait a whole minute before checking again. :P

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