a question of interpretation (extending a VP's term of office)

[nick]

Dear All:

Our former Vice President resigned in the first six months of a twenty-four month term.  In accordance with our bylaws, our nominating committee found and proposed a replacement officer.  This person was then elected into office at the annual business meeting by a majority vote. Now that the original 24-month period is drawing to a close, our replacement VP would like to do the following: a.) complete the original 24 month term; and b.) begin his own term as VP for an additional 24 months before moving up to the position of President.  The two reasons why our VP has made this request are serious familial health issues and a large (but temporary) increase of responsibility at work. 

Our bylaws stipulate that the VP “shall serve for two years or until a new Vice President is elected.”   Given this wording, would it  be permissible for the board of our organization to simply grant the extended term without holding a new general election?  Our bylaws contain no formal limit on the number of terms (or years) any one person can serve in any office.   All of the members of the Executive Board, save one, would be in favour of granting our current VP's request...not only because he is the best person for the job. Were we to hold a general election, the Nominating Committee would select this person as the best candidate and there is no other person who is interested (or qualified) to hold this position.  So, extending the current VP's term would seem like the easiest option...but is it permissable according to Robert's Rules of Order????

YOUR EXPERTISE WOULD BE GREATLY APPRECIATED!

Nick

[Chris Harrison]

First, who holds the election for VP?  The Board or the General Membership?  Second, do the bylaws require a ballot vote for elections?  Third, even though you all might believe that there is not and will be anyone who is interested and/or qualified for the position can you be 100% sure of that (what about that Board member who is opposed to the request?)?

[nick]

To answer your questions: 1.) the governing body of the organisation holds the elections at the yearly meeting; 2.) the bylaws do not require a ballot vote; and 3.) yes, we can be 100% sure...our organisation is very small and this person is the only one at present who meets the criteria for both the office of the VP and President.

 

[Weldon Merritt]

22 minutes ago, nick said:

To answer your questions: 1.) the governing body of the organisation holds the elections at the yearly meeting; 2.) the bylaws do not require a ballot vote; and 3.) yes, we can be 100% sure...our organisation is very small and this person is the only one at present who meets the criteria for both the office of the VP and President.

 

1) If by :governing body" you mean the general membership, then the board cannot simoly extend the VP's term. An election must be held.

2) Since the bylaws do not require a ballot vote, if the current VP is the only candidate nominated, then the chair may simply declare him elected. But the chair muct first make sure that there indeed are no additinal nominations.

3) I am curious, If the VP really "is the only one at present who meets the criteria for both the office of the VP and President," who is serving as the president? Maybe your criteria are two stringent.

[Richard Brown]

I have another question:  Do your bylaws provide that your vice president is in essence the president-elect and that he automatically succeeds to the presidency at the end of the president's term?  If so, that complicates things considerably.

[nick]

To answer the questions posed.

Richard Brown's question: The Vice President MAY move up to the office of President but is not required to do so.  Succession is then entirely optional.

Weldon Merrit's questions: 1.) By "governing body" I meant a special board of elected officers; 2.) the VP is the only candidate nominated for the position as he is the only one qualified at present; and 3.) the problem of finding available qualified officers is due to the fact that reaching the position of VP or Pres. requires having been an officer in our organisation for several years...the only people with this seniority have either already served and have neither the time or interest in taking on this position again.  We have ahd several recent deaths which have left serious holes in our stock of leaders....given that we are such as smal organisation... but want to make sure we do things properly.  This is also why we are so thankful to this VP for volunteering to stay on in this capacity. 

I hope this information helps to clarify this situation.

[Shmuel Gerber]

12 hours ago, nick said:

Our bylaws stipulate that the VP “shall serve for two years or until a new Vice President is elected.”   Given this wording, would it  be permissible for the board of our organization to simply grant the extended term without holding a new general election? . . . So, extending the current VP's term would seem like the easiest option...but is it permissable according to Robert's Rules of Order????

"Extending the term" is not permissible as an alternative to holding an election, and it's not up to the board either to hold the election or to skip it. It is up to the membership to hold the election, in accordance with the bylaws. Since apparently there is only one candidate, it seems the vice-president will in all likelihood get his wish of continuing to serve as vice-president for another term in any event (although there is no guarantee that he will then become president after two years).

However, if the organization should happen to fail to complete the election at the annual meeting, the wording in your bylaws ensures that the current officer will remain in office until the election can be completed. (And, by the way, it also allows the organization to remove the vice-president from office before the end of two years, unless some other provision in the bylaws has something more specific about removal from office.)

[nick]

Thank you very much for your response.