Vacancy created by election

[David A Foulkes]

I vaguely recall asking this on the old forum, but that's fershtunk now (and my search turned up nothing), so I'm going to ask again. Just want to be sure I've got this right.

If a sitting officer is nominated for, and elected to, a different position on the Board, would that create a vacancy at that moment?

Given:

1. Nominations come from the floor only

2. Nothing in bylaws prevents a member from holding two positions

3. By the bylaws, officers assume their position (ohh, don't like how that sounds ) at adjournment of the meeting in which they are elected.

4. By the bylaws, the Board fills vacancies until such time as a special election can be held.

So, if the secretary is elected President, for the remainder of the meeting she is still the secretary and the President is still the President. The vacancy does not actually come into existence until the meeting is adjourned. It then seems impossible to hold any sort of "special election" for the office of secretary until the meeting is over. At that point, the vacancy now exists, and either a special meeting must be called, or we wait until the next (hopefully quarterly) meeting.

Thoughts and RONR citations welcome.

[Robert B Fish]

Since nothing in the bylaws prevents someone from holding two positions, e.g. a director could be elected treasurer. A vacancy could not be created unless he resigned as a director.

Were you thinking of another set of circumstances?

-Bob

[David A Foulkes]

Since nothing in the bylaws prevents someone from holding two positions, e.g. a director could be elected treasurer. A vacancy could not be created unless he resigned as a director.

Were you thinking of another set of circumstances?

-Bob

Bob - thanks. I guess in my head (although it never did quite make it to my fingertips) the answer to your question is yes. Indeed, the bylaws would need to preclude a member from holding two offices at the same time. So, in such case (one member, one office) and all other things as they are, would not the vacancy come into existence only at the adjournment of the meeting?

[jstackpo]

Maybe, maybe not... RONR has it that someone newly elected takes office immediately upon (final) election (finesses all sorts of problems this way); any "end of meeting/session" rule would have to be in the bylaws. So absent such a rule the vacancy (caused by a "hold only one office" rule) would occur immediately - this has the nice feature that the meeting will still be going on so the brand new vacancy could then be filled by election (provided a contingent notice of the possibility had been given.)

[Kim Goldsworthy]

... the bylaws would need to preclude a member from holding two offices at the same time.

So, in such case (one member, one office) and all other things as they are, would not the vacancy come into existence only at the adjournment of the meeting?

Not necessarily.

If NOTICE was given (RONR says notice is required to fill vacancies in officer positions), then the scenario might be like so:

1. Review: (1.) "One man, one office"; (2.) "Everybody takes their new office upon adjournment."

2. You elect Mr. Secretary as President.

3. You inform Mr. Secretary that he may only hold one office, and must CHOOSE which SINGLE office he shall hold AT ADJOURNMENT.

4. The secretary CHOOSES to be president. Thus, the secretary relinquishes the office of Secretary AT ADJOURNMENT.

5. If notice was given to elect a secretary, you IMMEDIATELY hold an election for secretary.

6. Assuming the election for Secretary (see my step #5 above) was successful, then, AT ADJOURNMENT, THERE IS NO VACANCY.

Bottom line:

Why isn't a vacancy at adjournment? - Because of the extra election(s) you held for those office(s) which were yielded up by the successful candidate(s), upon their acceptance of the new office(s).

And, if there was NO NOTICE given for the office of secretary, there will NOT have been an election for the office of secretary.

At adjournment, a VACANCY will exist.

Notice will have to be given.

[David A Foulkes]

Maybe, maybe not... RONR has it that someone newly elected takes office immediately upon (final) election (finesses all sorts of problems this way); any "end of meeting/session" rule would have to be in the bylaws. So absent such a rule the vacancy (caused by a "hold only one office" rule) would occur immediately - this has the nice feature that the meeting will still be going on so the brand new vacancy could then be filled by election (provided a contingent notice of the possibility had been given.)

Such clause is in fact in the bylaws.

And that may be the rub, as the notice would come down to being at best a few minutes, what with the nomination coming from the floor, and the time for balloting to follow. (BTW - what is the definition of "contingent" notice as you use it?)

So let's go back to:

1. Nominations come from the floor only

2. Nothing in bylaws prevents a member from holding two positions

3. By the bylaws, members assume their office at adjournment of the meeting in which they are elected.

Now, is the only way to create that vacancy in the Secretary office to

A.) convince her to resign the office of Secretary, or

B.) rescind the election ?

And absent A or B, the member is now holding two offices, correct? And there is no vacancy at all?

[Robert B Fish]

However, the item #2 in the post says that NOTHING in the bylaws prevents someone from holding 2 positions. Therefore, he/she would not have to resign.

-Bob

[David A Foulkes]

4. The secretary CHOOSES to be president. Thus, the secretary relinquishes the office of Secretary AT ADJOURNMENT.

5. If notice was given to elect a secretary, you IMMEDIATELY hold an election for secretary.

And I see the hiccup here, and it's my fault. I neglected to include that offices are elected in a "rolling" fashion, every three years, with some offices not being open for election each and every year. My regrets.

So, the Secretary office was not up for election this year, but the President's office was.

[Josh Martin]

And that may be the rub, as the notice would come down to being at best a few minutes, what with the nomination coming from the floor, and the time for balloting to follow. (BTW - what is the definition of "contingent" notice as you use it?)

There is no reason the notice must be "a few minutes." What Mr. Goldsworthy is suggesting by the term "contingent notice" is to provide notice that an election for Secretary will be held if the Secretary is elected to the position of President. This is a strategy we suggest around here fairly often - normally in the context of accepting a resignation and electing the successor in the same meeting, but there's no reason it can't work here as well. As Mr. Goldsworthy notes, if notice is not given, then a vacancy would exist (in your one office per person scenario).

So let's go back to:

1. Nominations come from the floor only

2. Nothing in bylaws prevents a member from holding two positions

3. By the bylaws, members assume their office at adjournment of the meeting in which they are elected.

Now, is the only way to create that vacancy in the Secretary office to

A.) convince her to resign the office of Secretary, or

B.) rescind the election ?

And absent A or B, the member is now holding two offices, correct? And there is no vacancy at all?

Yes, although B is only an option if you have certain language in your Bylaws.

[David A Foulkes]

Yes, although B is only an option if you have certain language in your Bylaws.

This being the "or until his successors are elected"?

And could the Secretary "hastily" scribble a resignation letter (duly accepted by the sitting membership) and hand it over, thus facilitating the creation of the vacancy?

[jstackpo]

My "contingent" notification would take the form of the Nominating Committee soliciting (or seeking) nominees for the (possibly) vacant Secretary position right along with nominations for the other to-be-elected-for-sure offices. The committee would have to make it ABSOUTELY clear that the election for secretary would take place only if the current secretary did indeed win election as president and a vacancy was thus created.

This would not, clearly, be a "few minutes" notice.

And if your group has no nominating committee (I presume that is what your "nominations from the floor only" rule implies) then the same contingent notice of a possible secretarial election should be included in the general call to the annual meeting, along with the notice of all the other elections. This gives members plenty of time to plan (scheme) for a secretarial election should one be necessary.

[Josh Martin]

This being the "or until his successors are elected"?

That, or "other wording explicitly indicating that the officer may be removed before the term expires." (FAQ #20)

And could the Secretary "hastily" scribble a resignation letter (duly accepted by the sitting membership) and hand it over, thus facilitating the creation of the vacancy?

Sure. A letter isn't even necessary.

[Trina]

....

So let's go back to:

1. Nominations come from the floor only

2. Nothing in bylaws prevents a member from holding two positions

3. By the bylaws, members assume their office at adjournment of the meeting in which they are elected.

Now, is the only way to create that vacancy in the Secretary office to

A.) convince her to resign the office of Secretary, or

B.) rescind the election ?

....

Yes, although B is only an option if you have certain language in your Bylaws.

However, weren't there several discussions around here recently, pointing out that rescinding an election to get someone out of office is only appropriate as part of a disciplinary process? '...any regularly elected officer of a permanent society can be deposed from office for cause -- that is, misconduct or neglect of duty in office -- as follows:

* If the bylaws provide that officers shall serve "for __ years or until their successors are elected," the election of the officer in question can be rescinded...' (RONR pp. 642-643, emphasis added, and '*' used in place of that bullet thing that I can't figure out how to do on my keyboard...)

I see no evidence that the overloaded secretary in Mr. Foulkes' posts has done anything to warrant disciplinary action . So I don't really think option B ) is an option.

(note, I've given up getting the paren to come right after the 'B' without triggering , or at least I've given up for the moment)

[David A Foulkes]

Trina - you can try B.) or maybe B ) with a space between. If you click the little smiley icon at the formatting toolbar, and then click the "Show All" at the bottom of the display there, you'll see the keystroke combinations that make them up. So B ) without the space becomes , and colon-D or P becomes or . The others are less likely to show up in casual typing.

As for bullets,

• there is a bullet icon on the toolbar also

• next to the X² icon for superscript

[Josh Martin]

However, weren't there several discussions around here recently, pointing out that rescinding an election to get someone out of office is only appropriate as part of a disciplinary process? '...any regularly elected officer of a permanent society can be deposed from office for cause -- that is, misconduct or neglect of duty in office -- as follows:

* If the bylaws provide that officers shall serve "for __ years or until their successors are elected," the election of the officer in question can be rescinded...' (RONR pp. 642-643, emphasis added, and '*' used in place of that bullet thing that I can't figure out how to do on my keyboard...)

I see no evidence that the overloaded secretary in Mr. Foulkes' posts has done anything to warrant disciplinary action . So I don't really think option B ) is an option.

Good catch, Trina. You are correct. From the facts presented, there is no cause to remove the secretary from office.

[Gary c Tesser]

My "contingent" notification would take the form of the Nominating Committee soliciting (or seeking) nominees for the (possibly) vacant Secretary position right along with nominations for the other to-be-elected-for-sure offices. The committee would have to make it ABSOUTELY clear that the election for secretary would take place only if the current secretary did indeed win election as president and a vacancy was thus created.

This would not, clearly, be a "few minutes" notice.

And if your group has no nominating committee (I presume that is what your "nominations from the floor only" rule implies) then the same contingent notice of a possible secretarial election should be included in the general call to the annual meeting, along with the notice of all the other elections. This gives members plenty of time to plan (scheme) for a secretarial election should one be necessary.

I'm missing something. The meeting notice says (note quasi-quotes): "-... Also, scuttlebutt has it that Secretary Duffy is thibnking about running for president. If she does, and if she wins, the office of secretary will be vacant (as of, whenever -- adjournment, yes?). This hereby is notice of the election of secretary to take place at the annual meeting, IF, remember, Duffy runs for president and wins, and vacates the secretary job.-"

Or, worse: "-And, given that the terms of the offices of secretary, bottlecatcher, and dogwasher are not ending this year, contingent notice of fill-in elections of those offices is hereby given, in the event that the current occupants of those offices run for open positions at these elections and win one or more.-"

And what if four of twelve additional directors are rolling this year, too?

... *IS* the office of secretary vacant, in the technical sense? Would these elections be special elections, or by-elections, or simply completions of incomplete elections, or what? and what are those first two, anyway?

[David A Foulkes]

I'm missing something. The meeting notice says (note quasi-quotes): "-... Also, scuttlebutt has it that Secretary Duffy is thibnking about running for president. If she does, and if she wins, the office of secretary will be vacant (as of, whenever -- adjournment, yes?). This hereby is notice of the election of secretary to take place at the annual meeting, IF, remember, Duffy runs for president and wins, and vacates the secretary job.-"

Or, worse: "-And, given that the terms of the offices of secretary, bottlecatcher, and dogwasher are not ending this year, contingent notice of fill-in elections of those offices is hereby given, in the event that the current occupants of those offices run for open positions at these elections and win one or more.-"

And what if four of twelve additional directors are rolling this year, too?

... *IS* the office of secretary vacant, in the technical sense? Would these elections be special elections, or by-elections, or simply completions of incomplete elections, or what? and what are those first two, anyway?

Aye, there's the rub. Absent a bylaw (or I suppose other governing rule) preventing the holding of two (or more) offices concurrently, Ms. Duffy can elect to retain her secretarial position as she sees her bid for supreme power played out (next year she'll be elected a Trustee, also), ultimately having complete control of the Board's ability to raise a quorum.

Unless Ms. D volunteers to resign at the announcement of election results (and even in that the question of adequate notice plays heavily, I would think) then no vacancy exists, either at the moment or at adjournment.

That's my story and it's stickin' to me.