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  1. Our President resigned and as stated in the bylaws a single vacancy "may be filled" by a vote of the remaining executive board (6 of 7 elected positions). A majority voted to allow the Vice President to be both acting President and Vice President. There is no provision for a member of the executive board to hold two positions. Our group is governed by bylaws first and then by Robert's Rules of Order. Can the Vice President fill both positions? Or does the Vice President give up that position when promoted to President, thus creating a vacancy?
  2. Hello, I am a member and officer of my local Sons of the American Revolution Chapter. We had our President resign, thus creating a vacancy. Our By-Laws provided that the First Vice President would ascend to the Presidency, the 2nd VP would move to 1st VP etc. We had no problems with that taking place but we have some contention with the position of Immediate Past President. We have 7 VOTING elected positions; President, 1st VP, 2nd VP, Secretary, Treasurer, Registrar and Member-At-Large. The Immediate Past President is a de facto voting member. It is my contention that since the President resigned and has no intentions of fulfilling the Immediate Past President duties then that position would remain with the person that held it prior to the President's resignation, by default. If not by default then the new President could appoint. Below is an excerpt from our by laws of what I base my opinion on. Specifically Section 4. Thoughts/Guidance? Thanks, Randy Article IV Officers Section 1: The elected officers of this Chapter shall be President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Member-at-Large and Registrar. Elected officers serve as voting members of the Executive Committee. All other non-voting officers, including, Genealogist, Chancellor, Chaplain, Editor, Webmaster, Color Guard Commander, Sergeant-at-Arms and Historian, shall be appointed by the President with the consent of the Executive Committee. A title of Emeritus may be added to any of these appointed positions to a member who is approved of this honor by the Executive Committee. Officers are expected to actively recruit new members and/or provide referrals to other Chapters as appropriate. Appointed officers serve at the will and pleasure of the President. Section 2: A nominating committee, consisting of living past Presidents of the chapter shall confer no later than the December meeting prior to the new administration. It shall be the duty of the committee to nominate a candidate for each elective office to be filled for the ensuing term and a regular report made to the meeting body at the stated meeting in January. Additional nominations will be accepted from the floor. Section 3: Elections shall be conducted at a regular meeting and a majority shall elect. All elected officers shall hold their office for a period of one year, or until as successor is elected. Their term of office shall begin at the close of the annual meeting at which they are installed. Section 4: The President with the consent of the Executive Committee shall fill vacancies created either by death, resignation, or by formal removal. Section 5: Officers shall be installed at the annual George Washington Birthday Dinner meeting in February.
  3. Our organization just elected a VP who was to assume office on July 1. She has been arrested. If she remains in her employment she is still eligible to be a member and to serve as VP. Our bylaws have a fixed term of 2 years OR until a successor is elected. If the newly elected, but not yet seated VP resigns before July 1 is that considered a vacancy even when there is a different incumbent in the VP position currently? Our bylaws provide for the Board of Directors to appoint an officer to fill the unexpired term if there is a vacancy. If she doesn't resign may the organization hold another election before July 1 to elect a successor?
  4. The Board of our organization always includes the immediate Past President, whose job (per the Bylaws) is to advise the President, as needed. Our immediate Past President is choosing to resign now even though she has one year and 3 months left in her term. (There is bad blood between her and the current President.) The Bylaws are scant and do not specify what to do in case of a Board vacancy. Nor do the Bylaws give a lot of power to the Board. It states that the President has the power to run the meetings, as he/she sees fit, make appointments, etc. The immediate Past President is trying to replace herself with the person who was President before her. Can the current President select a replacement? Or should the Board vote as to the vacancy? Thanks, in advance, for your advice.
  5. Need a bit a clarification on the filling vacancy to our Executive Board in our Condo Association. Our Board consist of 3 Board Members. And the officers of our association consist of President, Vice-President, Secretary, and Treasurer. The Board may choose to have an Assistant Secretary, and Assistant Treasurer. President and Vice-President must be Board members, and the others, do not. All officers are elected by the 3 board members. This year our President sold condo unit, as per our by-laws and condo declarations as the time of the sale, both the board and president position became vacant. Our Vice-President at the time accepted the position as President, and 1 vacancy to fill, but unfortunally resigned her officer position and position from the Board. The lone person left of the board who was treasurer, therefore accepted the position as president and opened up nominations for a special election to be held for the 2 board positions be to held at the association's annual meeting. There were 2 who expressed an interest and to be nominated. At the annual meeting nominations were opened up on the floor, and with no other nominations they were closed and the 2 unopposed were on the board for the unexpired term. In the looking of the by-laws there possibly may have been a violation on how it was handled and looking for guidance if in fact they were and if so how to fix it. By-laws currently reads for vacancies.... Vacancies in the executive board caused by any other reason other than removal of a member by a vote of the unit owners shall be filled by a majority of the remaining members of special meeting of the executive board held for such purpose promptly after occurrence in any such vacancy even though the members present at such meeting may constitute less than a quorum. Each person so elected shall be a member of the executive board for the remainder of the term of the member being replaced and until a successor shall be elected at the next annual meeting of the association at which such seat is to be filled upon expiration of the term of his predecessor. In case of multiple vacancies the member receiving the greatest number of votes shall be elected for the longest term........ How I am reading this is that the Executive board holds a special meeting and chooses, or appoints to fill for the remaining unexpired term of the member or members being placed. Now by opening up and accepting nomination for a special election at the association's annual meeting instead of the board was this right, or was this a violation of the by-laws... Now for nominations the bylaws further state... Any unit owners may submit to the secretary at least 30 days before the meeting at which the election is to be held a nominating petition signed by unit owners owning at least 4 units in the aggregate, together with a statement that the person nominated is wiling to serve on the executive board and a biographical sketch of the nominee. The Secretary shall mail or hand deliver to every unit owner along with a notice of such meeting. and Nominations may be submitted from the floor at the meeting at which the election was held for each vacancy on the executive board for which no more than one person has been nominated by petition. .... Now what was done, 2 people who submitted their names to be nominated. How I am reading is the 2 needed to get a petition signed by 4 unit owners to be nominated. This did not happen. Am I reading this right, and based on this that the special election was illegal. Now on to the filling of the President.. When the President sold her unit was an automatic resignation of the board and officers position. The Vice-President accepted the President Position, and then the President appointed another person to the board and to serve as Vice-President. A month later, they both resigned their officer position and from the Board. The lone single board member who was treasurer, took on and accepted the duties for the president.. Now the by-laws state as follows..... Vice President. The Vice President shall take the place of the President and perform the duties of the President whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Executive Board shall appoint some other member of the Executive Board to act in the place of the President, on an interim basis. The Vice President shall also perform such other duties as shall from time to time be delegated or assigned him by the Executive Board or by the president. The Vice President shall cease holding such office at such time as he ceases to be a member of the Executive Board..... Now there is nothing in the bylaws on Secretary or Treasurer acting in the rolls of President or Vice-President as those 2 do not necessary need to be members of the executive board. The Current person serving as president is being challenged by the same 2 board members who were nominated and were unopposed as not valid because he was not vice-president and that the position is not filled in descending order, The argument here by the Current president was that there were 2 vacancies, he was the lone remaining board member, president & vice-president resigned, and made himself president to carryout the duties and that he continues to serve out as president for the unexpired term of that officers position.. I understand we have to interpret our own by-laws, but looking for some guidance and 2nd opinions here..
  6. Hello, The club I belong to currently has no nominee for the office of President. My interpretation of RONR is that the nominating committee has until the presentation of the slate of candidates at our April meeting to find someone (defined in our constitution/bylaws). If no one is found, nor anyone volunteers, the slot is left open. My next interpretation is that if someone is found/volunteers by the time of the elections at our business meeting in May (again defined in our constitution/bylaws), the person could stand as a write-in candidate. My question: if we have no one by the May business meeting, what are our options? My thoughts are to: Offer a co-presidency. A one-time deferrment of constitution/bylaws time/term constraints for the upcoming term of office. Offer the current president, who is ineligible due to our constitution/bylaws, the position temporarily until a suitable person is found who would then be appointed by a majority vote of the board.Any guidance would be greatly appreciated. History: we are a 60+ year-old American women's club based in a European country whose President and Vice President must be US citizens. Demographics and technology has changed our club drastically in the last 10-15 years and we are experiencing fewer new members. An option is to look at restructuring the club or even dissolving it but this requires time and energy that is obviously lacking or we would have a candidate for president.
  7. We have a nine member municipal board. There are currently two vacancies to the Board from members resigning. What constitutes a quorum if the Board meets?
  8. We have a six member elected municipal board. There are also three alternate members who are appointed. One of the elected members of the board resigns. If a member of the board is simply absent, then the remaining members of the board vote to appoint an alternate to sit in such absent member's place for the meeting. The question is, with the vacancy position, can the remaining board members vote to appoint an alternate to serve for a meeting. They are not voting this member to permanently fill the vacancy, just appointing the alternate to fill the vacancy for the specific meeting.
  9. If the bylaws state that the officers "shall" fill a vacancy, is there a timeline in which they should do so?
  10. Assume the following: 1. All vacancies in the organization are filled by the BOD. 2. Certain members of the BOD have fixed terms that end on a certain calendar day with no carryover if no one is elected to replace them. There is no language regarding "or until a successor is elected." 3. These certain board members are elected by the membership by a balloting procedure that does not occur during a meeting. Interested candidates must submit an application by a certain date. If no one submits an application for these seats, the bylaws say that no election is held and the position will be filled by the normal process for filling a vacancy. 4. In the bylaw section on filling vacancies, it says that "Any vacancy occurring in an office shall be filled by an election at the next regular or special meeting of the board." When no one submits an application for these spots, some members of the board argue that the board cannot fill the vacancy until the new term begins because the vacancy does not exist until then. Others argue that after the application deadline passes with no applicants, all of the events necessary to create the vacancy have occurred, so they can hold the election before the term begins. Does Robert's shed any light on the issue of when the board can fill this type of vacancy, or is this just a matter of bylaw interpretation?
  11. This is related to John Stackpole's recent query about when an elected position is considered 'vacant'. I am making this a new post because even though similar issues are involved, I have a different set of facts and don't want to complicate that other discussion. FACTS: The organization has fixed terms of office -- September 1-August 31 -- so RONR's 'and'/'or' provisions do not apply. The bylaws state that elections are to be held at a special meeting to be called by the Board of Directors between June 1-July 31. Elections were held on June 2 for the coming term. The bylaws provide for election by plurality; no runoff election to achieve a majority vote is needed. The elections were held and completed. Frank was elected President with 47% of the vote; Barbara was second with 44%; and Shirley trailed with 9%. President-elect Frank died on June 9. VP-elect Vincent contends that the position of President is now vacant and therefore when he becomes Vice-President on September 1 he will immediately succeed to the office of President. (The bylaws provide for the VP to succeed if the President dies, resigns, or is otherwise unable to perform the duties of office.) Barbara contends that since she came in second in the election -- and the election is determined by plurality vote -- the organization should now disregard the votes that Frank received and designate her as the president-elect. Shirley, who thinks she can beat Barbara in a head-to-head race now that Frank is no longer in the picture, is trying to convince the board to schedule another special meeting before July 31 to conduct a new election. There is sufficient time to meet the notice requirements. My take on this: RONR recognizes that the act of "taking office" is an event separate and distinct from an election becoming "final" and that it is a common practice for the term of office to begin at some later date. Since this election was completed on June 2, the results became final notwithstanding the delay in the onset of the term of office. Frank's subsequent death does not change the result of the completed election. Frank won; Barbara lost. End of story for Barbara. What about Shirley's argument that the board can schedule a new election? While there is time to do so, RONR provides that if there is a valid election (as there was here), any subsequent election of another person for the same term is equivalent to adopting a main motion that conflicts with an earlier motion that is still in force. Such an action is invalid unless adopted by the vote necessary to amend something previously adopted. But....1) if Frank is no longer with us, is the prior motion (election) actually still "in force"? And, 2) what is the required threshold for "amending something previously adopted" if applied to something that requires only a plurality vote? On one hand, I see no authority for altering the normal requirements (majority with prior notice; otherwise majority of the members or 2/3 vote.) On the other hand, following the usual rule here would mean requiring a majority vote (or better) for an election that the bylaws declare are decided by a plurality. The easiest (and I think most reasonable) solution is to declare that Frank's untimely death created a vacancy and that Vincent will succeed to the office on September 1. But someone is inevitably going to ask me upon what authority I base that conclusion -- other than my powers of deduction. That brings me to MY two questions... 1) RONR does not address the situation of someone who dies, resigns, or is otherwise unable to take office, between the completion of the election and the start of his or her term. But, I seem to recall that one of the other parliamentary authorities does discuss it. Or perhaps I read it in the Q&A portion of Parliamentary Law? or ??? Unfortunately, I am on vacation outside the country at the moment and have none of my resources with me. (Which explains why I have not given page references to RONR above -- sorry about that.) Does anyone recall whether any the other parliamentary authorities expressly discuss this situation; if so, please provide the details. 2) If you do not agree that Frank's death created a vacancy, why not? Thanks .
  12. Is there a difference in the process of filling a vacancy on the Executive Committee by interim appointment and by an election? The bylaws state "Should the President-elect …vacate his/her office before the term is completed, the Executive Committee will fill the position by interim appointment." There are no other directions in the bylaws for filling this vacancy on the Executive Committee. In this case, the President said that the meeting was open for discussion as to whom the Executive Committee wanted to appoint to fill the vacancy. Instead of discussion, one member nominated one individual and another member nominated a second individual. Members then voted by writing the name of the person they preferred on a piece of paper. The papers were counted and the person with the most votes was declared the winner. The President did not vote. He did not know that he had that option, which would have affected the result. Was this process incorrect? If so, can it be redone? Many people are upset by this power play since past custom had been that the President had appointed a person to fill the vacancy with the Executive Committee voting to approve or disapprove the nominee.
  13. Background: The organization is a political party with a Central Committee (main body) and an Executive Committee (authority between Central Committee meetings). Over the past week, three (Chairperson, Vice Chairperson, and Secretary) of the four officers of the organization have resigned. The Chairperson resigned after an Executive Committee meeting and the resignation was accepted at an already-called Central Committee meeting a few days later. At that meeting, the Vice Chairperson resigned and the resignation was accepted at that meeting. A few days later the Secretary resigned via an e-mail message. The resignation has not yet been accepted. The organization has an Executive Committee which has the authority to call a meeting: "The Chairperson or a simple majority of the Executive Committee shall call Central Committee or Executive Committee meetings at such times, as it appears advisable to further the objectives of the Republican Party." In the same article of the bylaws on meetings, the following rule exists. "All meeting notices shall bear signature of the chairperson or secretary. Failure to do so will invalidate the business of the meeting." The article on officers permits the filling of three of the offices, on a temporary basis, by the Executive Committee. "1. In case of a vacancy in the office of Chairperson, the Vice Chairperson shall automatically assume the position until an election can be held. 2. If any other office prescribed in Section A. of this Article is vacant, the Executive Committee shall elect one of its members as a temporary officer until a new officer is duly elected, however, the Executive committee member shall continue to have no more than one vote." There is no provision in the bylaws either permitting or prohibiting action without a meeting. The state provides a statute for action without a meeting. 65.211 (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a members' meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date. Situation: The Executive Committee meets on a regularly scheduled basis (3rd Wednesday of each month) and the next scheduled meeting is about three weeks away. The Executive Committee (12 members remaining) wishes to convene a meeting to set a date for a Central Committee (269 members) meeting to fill the vacancies. Three members of the Executive Committee are not happy and are refusing to cooperate, but point out that the meeting notice must be signed by one of the designated officers in accordance with the bylaws. RONR p.89, ll. 10-15 specifies that notice is still required even for regular meetings. It is suspected that the Secretary's resignation, which was a surprise, was intended to create the situation where a legitimate meeting could not be called. Obviously, this is a charged situation with two factions, where the former majority faction is now out of power and unhappy. The former majority disregarded rules as it suited them. The new majority wants to do everything by the book, win or lose. Any suggestions on how to be able to convene a valid meeting?
  14. Our condominium board has 7 members, one has recently resigned. An initial vote for the replacement ended in a tie, 3-3, with the President voting. Out bylaws state (verbatim): "If the office of any director or directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the remaining directors though less than a quorum, at a special meeting of directors duly called for this purpose, shall choose a successor or successors, who shall hold office for the unexpired term in respect to which such vacancy occurred." With this vagueness, what are the remedies to break the tie?
  15. I am the secretary/Treasurer of a 570 member social club, we have a board member that has resigned and the President is under the assumption that he can appoint anyone he wants to the position. I am of the position that there has to be a provision in the by-laws for him to be able to do that. The by-laws do not have a provision for vacancy. Who is right? The position is not due for election until October of 2014, so there is a more than a year left on the position. The president said that if he can’t fill it than he would leave it vacant until the election. What is the proper procedure for this situation?
  16. Our committee has an Executive Committee consisting of 6 members: a Chairman, 1st, 2nd and 3rd Vice-chairs, a secretary and a treasurer. The VC1 resigned from the executive committee and the committee in general. The VC1 vacancy was announced at the next regular committee meeting and an election held the following meeting. The holder of the VC3 position ran for the vacant VC1 office and was elected. For the past 3 months the newly elected VC1 claims to retain the VC3 position; holding the two elected position simultaneously. Our By Laws establish the 6 elected (executive committee) positions which are filled at our organizational meeting or when a vacancy exists. For vacant offices "a successor shall be elected at the next meeting of the (general) Committee" and that "f a vancy occurs in any elective office other than the Chairman, ... the vacancy election shall be held a the meeting followin the next meetinf of the Committee. In no case may more than 45 days be permitted to pass before a vacany election is held." The By Laws are silent on the ability to hold two elected (executive) offices at the same time but state that "The rules contained in the current edition of Robert's Rule of Order, Newly Revised, shall govern the Committee in all cases to which they are applicale and in which they are not inconsistent with these bylaws and any special rules of order the Committee may adopt." What to do? Thanks, John O
  17. If the bylaws state that "The executive board shall fill vacancies in office," under what circumstances, if any, does an incomplete election become a vacancy that the board can fill? This question arose from the last few posts in this thread. I would certainly agree with Mr. Gerber that if filling the vacancy "clearly interferes with the expressed wishes of the assembly," then the board does not have the authority to fill the vacancy. So if an assembly follows RONR's advice and postpones an incomplete election to an adjourned meeting, this won't become a problem. As we know from questions on this board in the past, however, assemblies frequently abandon an incomplete election and adjourn the meeting without any provision to complete the election. This is presumably due to the assembly's lack of knowledge of the proper procedure. In such a case, could the board act to fill the vacancy, just as if it was a vacancy which arose between meetings? Does it make any difference when the assembly's next regular meeting is, whether it would be possible (or practical) to schedule a special meeting, etc.? Would it make any difference if the board's authority to fill vacancies applied "between meetings of the society's assembly" (perhaps because the bylaws have such a clause or the board is acting under a "full power and authority" clause rather than a specific rule regarding vacancies)?
  18. We had elections for our group and did not have anyone on the slate for Vice President Membership. No one ran off the floor, thus the position was left vacant. The person holding the position had specifically stated that they did not want to run again and had already served for 2 years which in our bylaws is term. Our president appointed a Vice President of Membership. Now we are being informed that this cannot take place. The person is claiming that the previous VP Membership is still on the board and the only way to remove the person is to ask for their resignation. Is this true? Can't the President appoint a person if the office is vacant? Can we call an emergency meeting specifically to fill the vacancy left of this board position so we can move forward as the former VP Membership does not want the position but has decided to make it difficult on the new board and not submit a resignation. Any suggestions or how we can move forward would be greatly appreciated
  19. If elections have already occurred, and a vacancy occurs on the Nominating committee who appoints that member to fill it. The organization bylaws state that the president appoints all officer and committee vacancies. However, isnt the President suppose to be impartial and have no involvement with the nominating committee?
  20. An organization has a proper "or until..." clause in its bylaws in the specification of the terms of office. The org, for whatever reason, fails to elect a (new) president at the regular election meeting. The current president agrees to continue in office. After a while (weeks, months?), the president gets tired of this and resigns. When his resignation is accepted does this create... 1) A vacancy in office into which the VP automatically moves? or 2) A requirement to try again to elect a president, as the non-occupancy (I don't want to use the word "vacancy" here) of the presidential office is essentially the result of an incomplete election?
  21. The bylaws for our board state that "Board officers shall be President, Vice President and Financial Secretary." The Financial Secretary position has been vacant since our last monthly meeting because the board member in that office resigned from the board at the end of the last meeting. The next election is six months away. As I understand it, the words "shall be" in the bylaws do not leave any wiggle room; we must fill that vacancy. The bylaws do not say how soon we must fill the vacancy - indeed the bylaws say nothing whatever about mid-term vacancies.The bylaws do say, however, that RONR shall be the parliamentary authority. Does RONR have anything to say about how long we may go without filling the vacancy?
  22. Vacancy has occurred due to resignation. Question is does the new member need to be elected by a motion by the executive board or board of directors?
  23. If no one runs for one of the elected positions, i.e. vice-president, does the president have the power to appoint someone to fill the vacancy for the term or does she have to call for a special election?