Is this a vacancy?

[CarotZee]

Our bylaws state: "The board of directors shall be elected by the general membership in the fall of each year. It shall consist of not less than ten and not greater than thirty members. At least one director shall be elected from each of the eight counties. If at least one director is not elected from each of the eight counties those positions will be filled by alternate directors until such time as they are filled by duly elected directors. The remaining may be selected at large."

Then the section on vacancies: "If the office of any Director shall be vacant by reason of death, resignation, disability, retirement, disqualification, removal from office or for other cause, the remaining Directors, even if less than a quorum, may select a successor for the unexpired term of each such Director"

My question is, let's say we currently have directors from 6 of the 8 counties plus we have our 5 Officers (not included in those 6 Directors) so we meet the "not less than ten" part. Years ago we did have directors from those 2 counties - but resigned years ago and elections come up and no one from those 2 counties is elected. Do those positions remain "vacant" even past the next election - or are they vacant only up until the term would have expired and then they are no longer "vacant" which means we can't just "select them at large" (what DOES that mean anyway?) So the only way to fill those would be to wait until election time (annual meeting held in fall) and vote them in then and NOT anytime during the year.

We have the history of bringing someone to a board meeting and voting them onto the board to fill a "vacancy" and I'm not sure there is any "vacancy" available to be filled! The whole "may select a successor for the unexpired term" - makes me ask "what unexpired term is there if it's gone past the election time of that position? I think someone interpreted that "not less than ten and not greater than thirty" means we can keep doing this mid-year voting during the year UP UNTIL we get to 30 members.

I know the problem is going to come down to how the bylaws are written - but wondering if BEFORE we look at amending them - can the question be answered with the way the bylaws are currently written?

[Gary c Tesser]

This one seems as if it might actually be easy, although I don't think there's anything in RONR about it (and if there is, there isn't much.) Yes, I think we can safely say that there are no unexpired terms after the terms are up. And the elections for the seats of the counties that did not elect anyone are incomplete elections. So complete them. Eh?

[Kim Goldsworthy]

Our bylaws state: "The board of directors shall be elected by the general membership in the fall of each year. It shall consist of not less than ten and not greater than thirty members. At least one director shall be elected from each of the eight counties. If at least one director is not elected from each of the eight counties those positions will be filled by alternate directors until such time as they are filled by duly elected directors. The remaining may be selected at large."

Then the section on vacancies: "If the office of any Director shall be vacant by reason of death, resignation, disability, retirement, disqualification, removal from office or for other cause, the remaining Directors, even if less than a quorum, may select a successor for the unexpired term of each such Director"

My question is, let's say we currently have directors from 6 of the 8 counties plus we have our 5 Officers (not included in those 6 Directors) so we meet the "not less than ten" part. Years ago we did have directors from those 2 counties - but resigned years ago and elections come up and no one from those 2 counties is elected.

Do those positions remain "vacant" even past the next election - or are they vacant only up until the term would have expired and then they are no longer "vacant" which means we can't just "select them at large" (what DOES that mean anyway?)

So the only way to fill those would be to wait until election time (annual meeting held in fall) and vote them in then and NOT anytime during the year.

We have the history of bringing someone to a board meeting and voting them onto the board to fill a "vacancy" and I'm not sure there is any "vacancy" available to be filled!

The whole "may select a successor for the unexpired term" - makes me ask "what unexpired term is there if it's gone past the election time of that position?"

I think someone interpreted that "not less than ten and not greater than thirty" means we can keep doing this mid-year voting during the year UP UNTIL we get to 30 members.

I know the problem is going to come down to how the bylaws are written - but wondering if BEFORE we look at amending them - can the question be answered with the way the bylaws are currently written?

There is no answer within Robert's Rules of Order.

Your rule is not taken from RONR (10th ed. 2000), so there is no fixed, canned answer which can be cited to "prove" one spin over another.

***

Analogy:

If, on Halloween, I was ordered to obey a certain rule, "Take between 10 and 30 pieces of peppermints," then the rule will have been satisfied as soon as I reach 10 pieces. The rule does not force me to take any more pieces. Yet, no rule is violated if I were to keep taking and taking, up to 30 pieces.

As long as you can satisfy your quorum requirement, you don't need to create work for yourself.

That is, you don't HAVE to fill 20 vacancies (i.e., 10 + _?_ = 30), if you have no candidates, no volunteers, no time.

Again, none of this is from The Book.

[Gary Novosielski]

My question is, let's say we currently have directors from 6 of the 8 counties plus we have our 5 Officers (not included in those 6 Directors) so we meet the "not less than ten" part. Years ago we did have directors from those 2 counties - but resigned years ago and elections come up and no one from those 2 counties is elected. Do those positions remain "vacant" even past the next election - or are they vacant only up until the term would have expired and then they are no longer "vacant" which means we can't just "select them at large" (what DOES that mean anyway?) So the only way to fill those would be to wait until election time (annual meeting held in fall) and vote them in then and NOT anytime during the year.

We have the history of bringing someone to a board meeting and voting them onto the board to fill a "vacancy" and I'm not sure there is any "vacancy" available to be filled! The whole "may select a successor for the unexpired term" - makes me ask "what unexpired term is there if it's gone past the election time of that position? I think someone interpreted that "not less than ten and not greater than thirty" means we can keep doing this mid-year voting during the year UP UNTIL we get to 30 members.

You're right that the vacancy-filling procedures only apply to unexpired terms. And you're right that once a term has expired, there is no longer any unexpired portion to it. The offices may be vacant, but there is no unexpired term to appoint anyone to. The only way to fill those seats, or any of the other vacant seats up to 30, is with an election. An election is what initiates an "unexpired" term.

As to whether you have to wait until the next Annual Meeting, maybe not. You have at least 2 incomplete elections, because your bylaws mandate at least one director from each of those two missing counties. You're not allowed to give up when an election is incomplete. You have to fill the positions mandated in the bylaws.

I believe you can hold elections for at least those two incomplete seats at a regular meeting (of the Membership) without waiting for the Annual meeting (do you have those?). An incomplete election would carry forward as Unfinished Business until it was complete, but you will need to provide previous notice that the elections will be held at that meeting. Without previous notice, the elections would not be valid.

But to increase the number of directors beyond the minimum of ten, up toward the permissible 30, you probably will need to wait until the next annual meeting, since those seats are not mandated.

[CarotZee]

Is that term "select them at large" a real term? Or possibly something the person who wrote the bylaws knows what it means but it is not defined in our bylaws? I'm thinking maybe they thought - select from general membership???

[Gary Novosielski]

Is that term "select them at large" a real term? Or possibly something the person who wrote the bylaws knows what it means but it is not defined in our bylaws? I'm thinking maybe they thought - select from general membership???

The dictionary definition of "at-large" is: Elected to represent an entire group of voters rather than those in a particular district or other segment--for example, alderman at large, representing all the wards of a city instead of just one, or delegate at large to a labor union convention.

My guess would be that in your situation "at large" would mean they can be selected without respect to what county they come from; once the basic requirements of one per county are met, the rest can be from anywhere.