Bylaws question regarding "until their successors are selected"

[Chip]

I'm working on a bylaws revision. One of the items regards the terms of officers.

What has traditionally happened is that at the annual convention, the elections for officers are held. The new officers do not take office immediately, but instead take office at the adjournment of that annual convention. Technically, this means that there is a "lame duck" period, but it's usually just for an hour or two. It also means the presiding officer does not change midway through the convention.

I am trying to incorporate that custom into the bylaws. What I've tentatively written is this:

C. Officers shall be elected at the annual convention and shall take office at the adjournment of that convention. The term of office for all officers shall be from the adjournment of the annual convention at which officers are elected until the adjournment of the following annual convention or until their successors are selected. Elections for officers shall follow the procedure for single-member elections as specified in the Convention Rules.

D. Any officer who has been elected or appointed to fill a vacancy for the remainder of a term shall take office immediately, and shall hold that position until the adjournment of the following annual convention or until the officer’s successor is selected.

The "or until their successors are selected" is there so that vacancies don't cause a mess (based on RONR's suggestion). I use "selected" because there's both an option for appointing an officer to fill the remainder of a term and an option for a new election to be held.

This language makes sense to me, but I could see someone suggesting (perhaps if they strongly dislike one of the current officers) that because the successors have been selected in the middle of the annual convention, that they should take office immediately, despite the other provision regarding the term starting at the adjournment of the annual convention.

Am I reading too much into this, or is this a legitimate concern? Is the wording I've proposed adequate?

[jstackpo]

"Selected" is fine, but add "and qualified" right after it (both places).  "And qualified" is highfalutin language (see the U.S. Constitution, amendment 20) that essentially means when all impediments (such as waiting until the end of the convention in your case) to taking office are out of the way.

[Richard Brown]

2 hours ago, jstackpo said:

"Selected" is fine, but add "and qualified" right after it (both places).  "And qualified" is highfalutin language (see the U.S. Constitution, amendment 20) that essentially means when all impediments (such as waiting until the end of the convention in your case) to taking office are out of the way.  (Emphasis added)

Hmmm....  You are aware, are you not, that RONR does not suggest that language and does not include it in the sample bylaws on page 585.  It uses the phrase "until their successors are elected".  Here's the language from page 585:  "The officers shall be elected by ballot to serve for one year or until their successors are elected, and their term of office shall begin at the close of the annual meeting at which they are elected.

Edited to add:  See also pages 574, 653 and 654.

Edited February 22, 2018 at 09:21 PM by Richard Brown
Added last paragraph

[Gary Novosielski]

I'm concerned that the convention would apparently have complete freedom to set the rules for election of officers.  Convention rules must conform to the bylaws, but these bylaws apparently abdicate that role completely.  If that's what's intended, fine, but if there are to be any permanent protections, such as a ballot vote for all except uncontested offices, they belong in the bylaws, not in the convention rules.

[Chip]

2 minutes ago, Gary Novosielski said:

I'm concerned that the convention would apparently have complete freedom to set the rules for election of officers.  Convention rules must conform to the bylaws, but these bylaws apparently abdicate that role completely.  If that's what's intended, fine, but if there are to be any permanent protections, such as a ballot vote for all except uncontested offices, they belong in the bylaws, not in the convention rules.

The portion of the proposed bylaws that I included is not the only part of the bylaws that exist that will govern elections. The only portion I included was the part I thought was relevant to the specific question that I mentioned in the first post - the part that specifically relates to the terms of officers.

[Shmuel Gerber]

5 hours ago, Chip said:

C. Officers shall be elected at the annual convention and shall take office at the adjournment of that convention. The term of office for all officers shall be from the adjournment of the annual convention at which officers are elected until the adjournment of the following annual convention or until their successors are selected. Elections for officers shall follow the procedure for single-member elections as specified in the Convention Rules.

D. Any officer who has been elected or appointed to fill a vacancy for the remainder of a term shall take office immediately, and shall hold that position until the adjournment of the following annual convention or until the officer’s successor is selected.

The "or until their successors are selected" is there so that vacancies don't cause a mess (based on RONR's suggestion). I use "selected" because there's both an option for appointing an officer to fill the remainder of a term and an option for a new election to be held.

Paragraph D seems entirely superfluous to me. Furthermore, I don't understand what you think is accomplished by providing that the term of office shall be "... or until their successors are selected." This might be taken to imply that whoever has the power to appoint officers to fill vacancies could simply appoint a successor at any time, and surely that is not what you have in mind.

I agree with Mr. Brown that you would be well advised to base the bylaws language for the term of office on the model provided in RONR.