Filling an expected vacancy

[D_K]

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?

[jstackpo]

All of the discussion about vacancies in RONR and the filling of them appears to  assume that the vacancy actually exists prior to any action is taken to fill those vacancies.  

 

Also RONR distinguishes between an empty office that has become empty because of the end of a term with an incomplete election, and a vacancy generated by an intra-term resignation.   The former (p. 444) is filled by an election at a later meeting, the latter by whatever means may be specified in the bylaws.  Neither of these variations speak to "anticipated" vacancies or even accepted vacancies that don't actually take place until a future date that has been specified in a letter (say) of resignation.

 

So I guess the answer is "No, the board has to wait until the positions are actually vacant before voting to fill them".  This way the lame duck members do not get to vote on their successors, which seems reasonable.  This, however, is a conclusion not based on a specific rule, but an inference from the absence of such a rule.

 

Also your potential vacancy could be filled in your normal election process by write-in votes (unless your bylaws forbid them - p. 431, 442) so you cannot be sure there will be a vacancy even though there are no candidates for a position.

 

All of this is an interpretation of both RONR and your bylaws (as you described them); your association is the ultimate authority, not me - p. 588.  The best bet for resolving or bypassing this problem in the future would be to amend the bylaws to include the "or until..." clause.

 

But stay tuned.  Others here may see things differently or have spotted something in RONR that I missed.

[Gary c Tesser]

As sleepy young brave Dr Stackpole suggests, what is required is "an interpretation of both RONR and your bylaws (as you described them) ".  I think the answer to the question that the OP concludes with is No, it's not an [i[]"or" issue: it's both, because RONR does shed some light, but yes, ultimately it is a question of interpreting what the bylaws should mean in a case that they might not be designed to cover.

 

On the other hand. OP D_K says, " 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."  Clearly, we can perhaps clear some chaff (clearness results in clarity, to which I always aspire and sometimes uncharacteristically achieve) if we can ascertain that this statement applies to these circumstances; but this ascertainment is clearly (Great Steaming Cobnuts, I do like clarity) a matter of determining what the bylaws mean -- or, perhaps, what they imply, if it is determined -- by the membership (p. 588, I bet, though I'm not gonna look) -- that they don't actually specifically themselves determine what is to be done in this situation. But heck, that's interpreting them.

 

(It looks to me as if yes, they do -- but bylaws-interpretation is not my purview, not at no Internet $4.50 an hour, it's not.)

 

I'll add that I think that Dr Stackpole is in error when he says that write-in votes might be OK, because the bylaws say that "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".  I see no room for write-in votes when "no election is held."  Assuming that the paraphrase by OP D_K is accurate.  (No disrespect, OP D_K, but paraphrases are fraught.  Fraught, I tell you!)  Or that MIT hotshot Dr Stackpole doesn't see some nuance that, as usual, goes over my lowbrow thug dropout head.

[Timothy]

Recognizing that there is a difference between a vacancy and an empty office, if the wording of your bylaws is "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," then I can see how it might be interpreted such that the board can fill the position without waiting for the term to expire. I can see where someone might say that not only can the board vote to fill the position before the end of the term, but they must fill it if they have a meeting between the end of the application deadline and the end of the term. But that is largely bylaw interpretation and I know of nothing in RONR that would require it to be one way or the other.

[Edgar Guest]

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.

 

FWIW, I think I'd agree. Elections are held all the time (e.g. in November) for terms that won't begin for months (e.g.in January).

[jstackpo]

FWIW, I think I'd agree. Elections are held all the time (e.g. in November) for terms that won't begin for months (e.g.in January).

 

I dunno - seems a little clouded to me.

 

Instead of a scheduled election (with a delayed installation, to be sure) when there are available candidates, D_K tells us that there will be no election and no candidates, resulting in vacancies.

 

In the regular scheduled election situation, there are no vacancies and none are anticipated - doesn't look like a parallel situation to me.  So I remain more or less sure that D_K's association will have to wait before filling the "no election" vacancy(s) until the vacancy(s) actually exist.

 

The only way to really resolve this is for D_K's association to add in the "or until..." clause to the bylaws.  Meanwhile, they can fall back on p. 588.

 

On another point, I agree (now that it was pointed out to me) that write-in votes are not a viable alternative.

[Timothy]

What I see is that the bylaws don't actually call them vacancies, only that the process for filling vacancies will be followed when there are no applications. I suppose they could interpret that to mean that they have to wait for a vacancy to occur before they know there are no applications, but I don't know why they would.