RONALDRONR060511 Posted January 2, 2015 at 05:50 PM Report Share Posted January 2, 2015 at 05:50 PM We are a nonprofit 501©(4) with approx 125 members governed by an Executive Committee comprised of President, Vice President, Secretary, Treasurer,and three Board of Directors. Per the by laws the three Directors are responsible for new member applications, the annual financial audit, and appointment (within 60 days) of any resignation or removal of anyone on the Executive Committee (exept the President - election required). In November 2014 an election was held. One of the incumbent Directors was re-elected to a new two year term at this election. The new two year term of office for this Director would have become effective January 1, 2015 for this Director, however, in a letter dated December 28, 2014, the newly re-elected Director resigned due to employment related issues.Question #1: Since this person resigned before the start of the term he was elected for, should the election be null and void and a new election conducted to allow the members to vote for a new person of their choice?Question #2: Since the by laws state it is the duty of the Board of Directors ( a three person board that is now comprised of two) to fill the vacancy within 60 days with a person who will "...fill the remaining term of office..." is there now a conflict of interest with having the two remaining Directors select the person of their choice to fill the two year term on their own board that would have been filled by a person the majority of the members voted for? This appears to be a situation in which the election process has been circumvented. How can a Board of Directors that has it's own vacancy function as a board to make a decision to select who they want to fill this position, especially since it will be for a full two year term? Sincerely,Ron Vice President Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted January 2, 2015 at 07:26 PM Report Share Posted January 2, 2015 at 07:26 PM Based on the information provided, I think the election in November is final and do not see a reason to rule it null and void. However I think a new election should be held for the newly created vacancy. If the board has the power to fill vacancies, then the board can fill this vacancy until a new director is elected. Note that in RONR, the person takes office immediately upon the election being final. Since there is a delay from the election being final to the beginning of the term, it will ultimately be up to your organization to determine what happens when there is a resignation before the term starts. Also, I assume the resignation was accepted. Link to comment Share on other sites More sharing options...
Richard Brown Posted January 2, 2015 at 07:50 PM Report Share Posted January 2, 2015 at 07:50 PM Note that in RONR, the person takes office immediately upon the election being final.Hieu, I don't believe that is exactly what RONR says. My reading of RONR is that the election to office becomes final immediately, but the person elected takes office immediately only if the bylaws do not specify a specific date or time at which the person assumes office. Here is a copy and paste of the pertinent provisions from page 444: "TIME AT WHICH AN ELECTION TAKES EFFECT. An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election. An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." I agree that the election is complete and that it is not null and void. I think I agree with the rest of your post that this should be treated as a vacancy, but I believe the standard provisions in the bylaws and/or RONR should be followed for filling a vacancy. I don't know that a "resignation" tendered (and hopefully accepted) prior to taking office would be cause for treating the vacancy any differently from one created after the official took office, but I will re-read the pertinent provisions in RONR and give this some more thought. Link to comment Share on other sites More sharing options...
Josh Martin Posted January 2, 2015 at 08:05 PM Report Share Posted January 2, 2015 at 08:05 PM Question #1: Since this person resigned before the start of the term he was elected for, should the election be null and void and a new election conducted to allow the members to vote for a new person of their choice?Question #2: Since the by laws state it is the duty of the Board of Directors ( a three person board that is now comprised of two) to fill the vacancy within 60 days with a person who will "...fill the remaining term of office..." is there now a conflict of interest with having the two remaining Directors select the person of their choice to fill the two year term on their own board that would have been filled by a person the majority of the members voted for? This appears to be a situation in which the election process has been circumvented. How can a Board of Directors that has it's own vacancy function as a board to make a decision to select who they want to fill this position, especially since it will be for a full two year term?Q1. No.Q2. In my opinion, the board is free to fill the vacancy, if the bylaws authorize it to do so.I don't know that a "resignation" tendered (and hopefully accepted) prior to taking office would be cause for treating the vacancy any differently from one created after the official took office, but I will re-read the pertinent provisions in RONR and give this some more thought.I don't think it makes any difference, unless the bylaws provide otherwise. Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted January 2, 2015 at 08:45 PM Report Share Posted January 2, 2015 at 08:45 PM We are . . . governed by an Executive Committee comprised of President, Vice President, Secretary, Treasurer,and three Board of Directors. Per the by laws the three Directors are responsible for . . . appointment (within 60 days) of any resignation or removal of anyone on the Executive Committee (exept the President - election required). Are you sure? That seems like quite an unusual provision. It might help if you quoted directly from the bylaws. Link to comment Share on other sites More sharing options...
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