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  1. The bylaws of an organization provide as follows regarding vacancies in offices other than chairman: "1. Upon a vacancy, the chairman may appoint a proxy who shall perform the duties of the office until the next meeting of the Society as provided below. 2. At the next regular or special meeting of the Society an election shall be held to fill the vacancy. 3. The position shall be filled by majority vote of the Society members who are present at the meeting and that person shall serve the remainder of the term." Terms of office are two years, and regular meetings of the Society are held twice per year. Written notice of the meetings (by email, which is authorized) are provided two weeks in advance. A regular meeting is scheduled for this Saturday. An officer died a little over two weeks ago. In the meeting notice, nothing was said regarding holding an election to fill the vacancy. On page 575 of RONR-11, it says "Unless the bylaws clearly provide otherwise, notice of filing a vacancy in office must always be given to the members of the body that will elect the person to fill it." Question 1: Do the quoted bylaws dispense with notice of an election because they say that an election "shall" be held at the next meeting, or is notice still required because the bylaws do not "clearly provide otherwise"? Question 2: Would notice sent to the members by email today be valid for an election held in four days?
  2. Thank you. Is there any page in RONR I can cite to for support of that argument? I'd like to be prepared.
  3. The bylaws of the organization provide that officers serve a term of "two years or until their successors have been elected." The bylaws further provide that elections are held at an organizational meeting that "shall be held in January of each odd numbered year." All meetings are held at the call of the president. The president failed to call the meeting in January and scheduled it for a date in February. A few members of the group are grousing about the fact that the bylaws say the elections "shall" be held in January. They have argued that "shall" means "must" and is mandatory, and thus elections cannot be held in any other month and the election in February will be invalid. To me this in an absurd result that is to be avoided under the principles of interpretation (RONR pg. 570-71). Is there anything else in RONR that I can point to that will support my argument that an election held in February is valid?
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