Failure to elect

[Guest Blue]

We need some help:   We have a mutual benefit, non-profit organization with 5 members.  It has worked well for 20 years.  The charter says that the Chairman shall serve a one year term unless reappointed.  A new chairman or a reappointment requires a vote of 66% (4 of 5).  The group has split into a block of 2 and a block of 3.  thus there is no majority to elect or reappoint the chairman.  the charter has no provision for an impasse.

 

What happens?  Does old Chairman continue?  Is there no Chairman?

[Hieu H. Huynh]

Your group will keep voting until your requirement is met. Or your group could change your requirement (following the rules required to make such a change).

[Josh Martin]

We need some help:   We have a mutual benefit, non-profit organization with 5 members.  It has worked well for 20 years.  The charter says that the Chairman shall serve a one year term unless reappointed.  A new chairman or a reappointment requires a vote of 66% (4 of 5).  The group has split into a block of 2 and a block of 3.  thus there is no majority to elect or reappoint the chairman.  the charter has no provision for an impasse.

 

What happens?  Does old Chairman continue?  Is there no Chairman?

It depends. What exactly do the bylaws say about the term of office? If it simply says "one year," there is no Chairman. If the bylaws provide that the Chairman serves for one year and adds "and until his succesor is appointed" or "or until his succesor is appointed," then the Chairman remains in office until a successor is elected.

If there is no Chairman, the secretary (or any member, if you're also missing one of those) calls the meeting to order and the assembly elects a Chairman Pro Tempore in the interim. This requires only a majority vote. Such a position generally lasts only for a single meeting, but if previous notice is given, the position can last until a permanent Chairman is elected. Note, however, that a Chairman Pro Tempore only has the power to preside. If your bylaws grant the Chairman any additional authority, such authority does not transfer to a Chairman Pro Tempore.

[Guest Guest]

Hopeless to revote;  there is an absolute impasse between the groups. Maybe in another year we could reach an agreement, but not this year.   Any change in voting would require a unanimous vote of the group and that is also hopeless.  

[Hieu H. Huynh]

Hopeless to revote;  there is an absolute impasse between the groups. Maybe in another year we could reach an agreement, but not this year.   Any change in voting would require a unanimous vote of the group and that is also hopeless.  

 

I would go with what Mr. Martin said in Post #3.

[Guest Guest]

The exact wording is "Subject to the necessity of obtaining the consent of a majority (defined as 66%) of the members, it is intended the responsibilities of the Chairman shall rotate between the members.  The Chairman shall be appointed by a majority (defined as 66%) for a term not to exceed one year, unless reappointed."

 

So we have an organization with no Chairman?  How can the organization function day-to-day for actions that fall under the Chairman's responsibilities?  A vote every day?

[Hieu H. Huynh]

The exact wording is "Subject to the necessity of obtaining the consent of a majority (defined as 66%) of the members, it is intended the responsibilities of the Chairman shall rotate between the members.  The Chairman shall be appointed by a majority (defined as 66%) for a term not to exceed one year, unless reappointed."

 

So we have an organization with no Chairman?  How can the organization function day-to-day for actions that fall under the Chairman's responsibilities?  A vote every day?

 

It is ultimately up to your organization to interpret its bylaws. Your provided wording seems ambiguous to me. Couldn't the responsibilities of the Chairman rotate between the members (i.e. could the members take on the responsibilities of the Chairman without being Chairman)?

[Edgar Guest]

Couldn't the responsibilities of the Chairman rotate between the members (i.e. could the members take on the responsibilities of the Chairman without being Chairman)?

Perhaps. But such a rotation appears to be "subject to the necessity of obtaining the consent of a majority (defined as 66%) of the members".

 

I'm afraid this question falls under the all-too-common "Silk Purse / Sow's Ear" category.

 

Perhaps an organization with only five members either needs more members or doesn't need to be an organization.

[Richard Brown]

Aside from the fact that you have some very strangely worded bylaws, I'm going to throw in a new wrinkle.  If this is a non profit corporation, you might check your state's corporation laws for a provision regarding terms of office.  There are sometimes provisions that provide that officers shall continue to serve until their successors are elected. 

 

Getting back to your bylaws, it is up to your organization to interpret its own bylaws, but I personally interpret what I read as meaning that the term of office of the president is one year, but that his term can be extended for another year (or perhaps even year by year) by a 66 percent vote.  I don't consider his reappointment to be permanent.... in essence, for life..... but rather that his reappointment is for one more one year term.  However, what I think doesn't matter.  Your organization has to decide what that language means.  It's also up to your organization to determine whether he can be reappointed for more than one additional term.

[Josh Martin]

So we have an organization with no Chairman?

That would appear to be the case.

How can the organization function day-to-day for actions that fall under the Chairman's responsibilities?

The short answer is "Not very well."

The longer answer is that it depends on the nature of the responsibilities and where they are defined. Responsibilities which are only customarily assigned to the chairman, for instance, can be easily reassigned by majority vote. Responsibilities which are defined in the bylaws will be quite a bit more difficult to deal with. In the long run, your organization really needs to come up with some sort of agreement.