Q Our annual meeting was conducted this past week during which three of the  present board members were up for reelection—the president, treasurer (her fiancée) and a board member. All three were re-elected and a fourth elected since  there was a vacancy. My position at the time was secretary and I was not up for  reelection. The reelected members were voted back into their positions but then  the president nominated the newly elected fourth member into the position of  secretary, which I was holding at the time. Someone seconded that motion and  the president announced that the motion was carried. There was no voting to  elect this new member as secretary and no motion to remove me from my position.  My question is: since I was not up for reelection, the position of secretary  was not vacant, there was no motion, second or voting to remove me from my  position, is this legal? I think this may have to do with the fact that the  coupled president and treasurer have previously expressed their displeasure  with the fact that I shut down some of their projects which I considered not to  be in the best interest of the members of the association.  

 —Ousted Secretary

A “As with so many points of contention, the starting point for resolution of the  differences is in your declaration and bylaws,” explains attorney James A. Erwin of the Chicago law office of Erwin & Associates, LLC. “The issue of officer election process should be addressed in detail in your  bylaws. When you state that the office of secretary was not up for election, I presume  that you are referring to staggered terms dictated within the bylaws. If such is the case, this is valid and binding, cannot be changed by mere motion  and vote at a directors’ meeting and the directors should abide by that schedule of elections.  

 “Further, even if the office of secretary was up for election, the process which  you have described for electing the new secretary does not comport with proper  election procedure. Nor would the process described in your inquiry meet proper standards for proper  removal of an officer. An officer cannot be removed from or elected to office merely by motion without  prior notice and without following the proper election protocol contained in  your bylaws. A thorough review of your governing documents may be in order for your board  members.”