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Incomplete Elections vs. Vacancies


Josh Martin

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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.

 

Authorization to fill vacancies doesn't generally extend to incomplete elections.

 

But if the assembly's neglect in completing the election has allowed a vacancy to exist, and if the board has the power to fill vacancies, then I would think the board should generally do its job and fill the vacancy, unless this clearly interferes with the expressed wishes of the assembly. For example, if the assembly has set an adjourned meeting and postponed the election to that meeting, and if filling the vacancy before the adjourned meeting will preclude the assembly from completing the election, then obviously the board should not fill the vacancy.

 

Hm. Might the frequency of the society's meetings also affect this? If a biennial convention adjourns sine die without completing an election, then it seems clear to me that it should be treated as a vacancy. It's somewhat less clear that this should be the case in a local society which meets monthly. Perhaps the quarterly interval rule would come into play here, since that's the maximum length of time for unfinished business to carry over to the next session.

 

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)?

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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?

 

A vacancy in office occurs when there is no one in the office.

 

So I think the real question is not "When does an incomplete election ever become a vacancy?" but rather "When does the fact that the assembly has failed to complete an election for an office that is vacant, or is becoming vacant, prevent the vacancy-filling provisions in the bylaws from being applicable?"

 

If the bylaws provide that officers shall serve, for example, "for a term of one year or until their successors are elected," then the previous office holder will remain in office, so any failure to complete the election on time won't create a vacancy at all, and there is no conflict.

 

Likewise, if filling the vacancy won't interfere with the completion of the election, then again there is no conflict. For example, suppose the election for the office of secretary remains incomplete at the annual meeting, and the term of office is the same as just mentioned. Now, if the previous secretary resigns before the next regular meeting (and, for the sake of simplicity, let's assume that that meeting will be held within a quarterly time interval), the executive board can accept the resignation and appoint a replacement to fill the office that has been vacated, which is the office held by the previous secretary. That term of office will expire when his successor is elected by the assembly.

 

For more about this, see Q&A #382 in Parliamentary Law.

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Greetings:

Parliamentary Law, question 382, page 536 lines 10-12 said

The constitution of the society provides that a vacancy in an office shall be filled by the executive board, but failure to hold or to complete an election does not create a vacancy.

 

Best regards,

Randyl Kent Plampin

 

Right. Failure to complete an election does not actually create a vacancy. (Except when it does.)

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If the annual meeting is adjourned before the prescribed election of officers has been completed, and a vacancy in an office then arises as a consequence of the expiration of its term (no "and", "or", "if", or "but" about it), then we have both an incomplete election and a vacancy in office existing simultaneously.

 

In such a case, if the bylaws state that the executive board shall fill vacancies in office, and there is some practical reason why it should do so before the membership's assembly will have an opportunity to complete its election, then I see no reason why it should not do so. In this case, however, the person elected by the board will serve only until the membership's assembly completes its election.

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If the bylaws didn't have the provision Mr. Martin says they do: ""The executive board shall fill vacancies in office," but was silent in regard to this specific power, but simply contained the language as shown on p. 586, would the answer be the same?  Would it be the same if the words "full power over" were there instead of "general supervision of"?

 

(I didn't feel a new thread was warranted even though it typically is when altering facts)

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If the bylaws didn't have the provision Mr. Martin says they do: ""The executive board shall fill vacancies in office," but was silent in regard to this specific power, but simply contained the language as shown on p. 586, would the answer be the same?  Would it be the same if the words "full power over" were there instead of "general supervision of"?

 

(I didn't feel a new thread was warranted even though it typically is when altering facts)

 

Take a look at Q&A 217 on pages 490-91 of PL and see if the last two sentences of the answer given there shed any light on this.

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Take a look at Q&A 217 on pages 490-91 of PL and see if the last two sentences of the answer given there shed any light on this.

 

Yes, thank you.  My understanding of this answer is, that it now becomes incumbent on the society's assembly to act when it meets again, since the board's filling of the vacancy will no longer be in effect at that point.  Is that correct?

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Yes, thank you.  My understanding of this answer is, that it now becomes incumbent on the society's assembly to act when it meets again, since the board's filling of the vacancy will no longer be in effect at that point.  Is that correct?

 

I'm not sure exactly what it means.

 

I suppose one may infer that, since reference is made to "a delegated body, such as a state organization", the assumption is that its board has full power and authority to act in its behalf between its meetings, and thus may fill a vacancy until such time as the "delegated body" can act for itself.

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