officers

[charro2010]

Our bylaws have been recently interpreted to mean that we are, as a Board of Directors, to choose our officers from outside the ranks of the Board as opposed to Board Directors holding these positions. Must the new officers chosen be from the membership of the organization or may they be chosen from the general population?

[Chris Harrison]

Our bylaws have been recently interpreted to mean that we are, as a Board of Directors, to choose our officers from outside the ranks of the Board as opposed to Board Directors holding these positions. Must the new officers chosen be from the membership of the organization or may they be chosen from the general population?

That is something you all should have determined in the interpretation. But since that didn't happen you will need to get another interpretation regarding your question.

[Gary Novosielski]

Our bylaws have been recently interpreted to mean that we are, as a Board of Directors, to choose our officers from outside the ranks of the Board as opposed to Board Directors holding these positions. Must the new officers chosen be from the membership of the organization or may they be chosen from the general population?

RONR is okay with either, but your bylaws may be more restrictive. Bear in mind that if the officers are not members, they won't have a vote.

[hmtcastle]

Our bylaws have been recently interpreted to mean . . .

And if that was a controversial interpretation, the bylaws should be amended to remove the ambiguity.

[Kim Goldsworthy]

Our bylaws have been recently interpreted to mean that

• we are, as a Board of Directors, to choose our officers from outside the ranks of the Board

as opposed to

• Board Directors holding these positions.

Must the new officers chosen be from the membership of the organization

or may they be chosen from the general population?

Unknown.

There are two arrangements, in practice:

1. The Gen. Mem. elects only the directors, and the directors, in turn, elect officers.

2. The Gen. Mem. elects directors and officers, i.e., directors do not elect officers.

If you are incorporated, or if you are a Home Owners Association, then the most popular arrangement (by law) would be #1.

If you are a smaller organization, or a professional society, then the most popular arrangement is #2.

Only a reader of your bylaws knows which arrangement is YOUR arrangement.

[Guest seigns binnacle,]

Our bylaws have been recently interpreted to mean that we are, as a Board of Directors, to choose our officers from outside the ranks of the Board as opposed to Board Directors holding these positions. Must the new officers chosen be from the membership of the organization or may they be chosen from the general population?

Are these the offices of the Board? If so, that seems somewhat unusual. Who (or what) did this "interpreting"? It seems to me that such provisions in bylaws should be fairly straightforward, and not generally need "interpreting".

What role does the membership play in electing the leadership of the organization?

if there are similar organizations, perhaps you might check with other such organizations to see how those entities deal with this issue.