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Showing results for tags 'which of two bylaws'.
We are a small tradeorganization, with bylaws under Roberts Rules. Our President died in office. The bylaws deal with this situation in two places. 6.2D says that in this case, the Vice President shall "“Assume and discharge the duties, obligations and responsibilities of the office of the President if it becomes vacant, " One faction interprets this to mean that the V.P. will become the President for the remainder of the term, because the bylaw does not say that it is interim, or acting, but rather that the VP assumes the office of President if it becomes vacant. The other faction points to another bylaw, that says: 5.2H. The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting." The second faction claims that the two bylaws are complementary, and the second takes over where the first leaves off. If indeed 6.2D, " does not indicate that it is interim or acting but rather that the VP assumes the office of President if it becomes vacant." Then by the same token, it does not indicate that the V.P. will then fill the rest of the president's term. And it does not say such a thing, because the other bylaw,5.2 H, takes up the narrative. So, after the VP assumes the office, per 6. 2D, in orderthey say, to avoid a state of vacancy, the other bylaw (5.2H) takes over and details how to elect a new president. The two bylaws are not mutually exclusive, 'either/or', but rather complementary. Yes, they say, when a president is out, the VP 'assumes office', but only as a temporary stand-in until the second bylaw takes over. 6.2D does not say 'assumes office for the remainder of the term'. It could have said so,but did not. Rather, the VP assumes office only for the bridge period, between death (in this case) and special election, a month or so later. Here is the bylaw (emphases added): 5.2H. The Board shall declare an office or Board membership vacant in conformance with the standards above by vote of a majority of Board members present and voting at a Board meeting. A vacancy in any of the elected offices shall be filled for the remainder of the term of that office by election by ballot at the next General Membership Meeting. The second faction maintains: When the Prez is out, VP 'assumes office' and holds it for the transition period, until the new Prez is ("shall") elected in a special election. Sssshall, not may. In addition, the first faction also claims that there is a separate rule for the President, different from the other offices. The second faction holds that 5.2H does not make such a distinction. It puts all four offices on an equal basis, twice: First, when it says "shall declare an office", (no exemption for the President's office), and then: "A vacancy in any of the elected offices shall be filled". Twice ANY, no exemption, and twice SHALL. What do you say? Looking at the two bylaws, should the Vice President become President for the remainder of the term, Or should the V.P. act as an interim President , only until we hold a special election to choose a new President for the rest of the term? Thanks, Yoram star1441