Vice-president died halfway through her 2 year term of office

[Guest Pennlawyer]

The organization has 6 elected officers, each elected in April for 2 year terms (staggered - 3 in even years, 3 in odd years.  A nominating committee presents a slate for vote by the entire membership.  Sadly, our Membership VP just died at the end of April, with one year remaining in her term.  She was a member of the 3 person nominating committee for the current year.  The organization is  inactive June through August. We have one more general meeting in  May (next week) and a final board meeting in June, but no general membership meeting until September.

Our current president is barely able to call a meeting to order (keeps "forgetting" to bring the president's gavel to board or general meetings) and has to be regularly reminded to ask for motions and seconds and votes.  She laughingly refers to her management style as "loosey-goosey."  This untimely death has left her more disorganized than ever.  I am concerned she will announce to the board & general membership, as a fait accompli,  that she has arbitrarily named a replacement.

My read on this situation is that the president should first appoint a replacement on the 3 person nominating committee. Next  said committee identifies a nominee (and they always get nominee's agreement beforehand).  Then at the next general meeting (September), that nominee is presented and the question is put whether there are any further nominees from the floor. And only then is a vote taken and the vacant office filled.

 My questions:  (1) Does Roberts' provide either specific guidance in such a situation , or  a general principle which can be applied? (2)  Can or must  this be a one year replacement to fill the term of office?  If it is a 2 year term,  it will throw off the 3/3 balance in replacement of officers.

Hope I have provided enough, but not too much information.  I am the only lawyer on the board (but am retired and not retained as official legal counsel), and I feel an obligation to give accurate advice on the proper way to proceed. Thank you in advance for any response.

 

[Dan Honemann]

The general rule relating to filling vacancies in office is found on pages 467-468 of RONR (11th ed.). It reads as follows:

"The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. For particular vacancies, see page 457, lines 22–30 (president-elect), page 458, lines 7–18, and page 575, lines 6–17 (president and vice-presidents). See also page 177 (vacancies in a committee).

"Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise."

The person selected to fill the vacancy created by the death of your vice-president serves for the remainder of her term unless your bylaws provide otherwise.

[Guest Daniel H. Honemann -]

Thank you for your very prompt reply.  Although I am not the group's parliamentarian (they have none), I'll be getting the 11th edition so I can quote from it authoritatively!

As an aside, my Mom lived in Lutherville for over 40 years (just off of York Road) and seeing your Timonium location brought back many wonderful family memories.  So thanks for that as well.

Best regards,

Nancy

[Shmuel Gerber]

2 hours ago, Guest Daniel H. Honemann - said:

Thank you for your very prompt reply.  Although I am not the group's parliamentarian (they have none), I'll be getting the 11th edition so I can quote from it authoritatively!

As an aside, my Mom lived in Lutherville for over 40 years (just off of York Road) and seeing your Timonium location brought back many wonderful family memories.  So thanks for that as well.

Best regards,

Nancy

Nancy/Pennlawyer: Please note, the name box is for entering your name, not the name of the person you're replying to.

[Guest Pennlawyer]

So noted, Mr. Gerber.