chinafleet Posted April 26, 2011 at 02:14 PM Report Share Posted April 26, 2011 at 02:14 PM Every time an issue comes up we discover weakness in our bylaws. Recently the president of our organization resigned, the VP moved up to President and the Board held a special meeting to appoint a Vice President. Now the confusion- how to interpret the below. Does the new President run at the next elections (2 months away) or finish out the year left on the current term?Thank you.SECTION 1.Board of Directors: The Board of Directors shall be comprised of the President, Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and four directors. Officers and Directors shall be elected for a two-year term at the Club's Annual Meeting as provided in Article V and shall serve until their successors are elected. General management of the Club's affairs shall be entrusted to the Board of Directors.Should any officer or director fail to attend three (3) consecutive meetings in person, by facsimile transmission, or telephone conference, that person may be removed from the Board by a 2/3 majority vote of the Board. The vacancy shall be filled as outlined in Article IV, Section 4SECTION 4.Vacancies: Any vacancies occurring on the Board of Directors during the year shall be filled until the next annual election by a majority vote of all the remaining members of the Board of Directors at its regular meeting following the creation of such vacancy, or at a special Board of Directors meeting called for that purpose. A vacancy in the office of President shall be filled automatically by the Vice President. The resulting vacancy in the office of Vice President shall be filled by appointment by the Board of Directors. Link to comment Share on other sites More sharing options...
Robert B Fish Posted April 26, 2011 at 02:17 PM Report Share Posted April 26, 2011 at 02:17 PM When a vacancy is filled, it is for the unexpired term of that office.-Bob Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 26, 2011 at 05:51 PM Report Share Posted April 26, 2011 at 05:51 PM When a vacancy is filled, it is for the unexpired term of that office.-BobNot according to their bylaws. It says until the next annual election. Link to comment Share on other sites More sharing options...
Josh Martin Posted April 26, 2011 at 06:46 PM Report Share Posted April 26, 2011 at 06:46 PM Now the confusion- how to interpret the below. Does the new President run at the next elections (2 months away) or finish out the year left on the current term?It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. Link to comment Share on other sites More sharing options...
chinafleet Posted April 26, 2011 at 08:31 PM Author Report Share Posted April 26, 2011 at 08:31 PM I was afraid you'd say that. sigh.Thank you anyway. Link to comment Share on other sites More sharing options...
hmtcastle Posted April 26, 2011 at 08:33 PM Report Share Posted April 26, 2011 at 08:33 PM Not according to their bylaws. It says until the next annual election.I think it could be argued that that only applies to vacancies filled by the board. It could also be argued that, as the accession to president is automatic and instantaneous, there is never (or rarely) a vacancy in that office (though it may be convenient to talk of one). I don't necessarily support this argument (at least not the first part) but I think there's certainly room for debate. Not here, of course, but within the assembly of Ruth's organization. Link to comment Share on other sites More sharing options...
chinafleet Posted April 26, 2011 at 08:56 PM Author Report Share Posted April 26, 2011 at 08:56 PM We,obviously,need a lot of work on our bylaws. What is the most advisable way to word this for the good of the organization? A new VP has been appointed but would be a disaster as President. However, atthe time he was the only one willing and the majority of the Board felt thet HAD to appoint becasue the bylaws said so. (and following bylaws is not what they are known for)Not asking you to write it for us (but would if I could) just for the direction we should be looking. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted April 26, 2011 at 11:05 PM Report Share Posted April 26, 2011 at 11:05 PM We,obviously,need a lot of work on our bylaws. What is the most advisable way to word this for the good of the organization? A new VP has been appointed but would be a disaster as President. However, atthe time he was the only one willing and the majority of the Board felt thet HAD to appoint becasue the bylaws said so. (and following bylaws is not what they are known for)Not asking you to write it for us (but would if I could) just for the direction we should be looking. There's a very good set of sample bylaws in §56, and a complete discussion, article by article on what should be included in your bylaws, based on your local needs.The best recommendation is to include those things that are recommended in that chapter, according to the decisions laid out there that correspond most closely to the customs of the society, unless they're ones you'd rather change anyway.To the greatest extent possible, if any matter is adequately covered in RONR (which except for those recommendations listed, is likely to be true in general) then you should leave those rules alone. Let's face it, what are the odds that someone in your association is likely to stumble on a great idea for a better way of handling some parliamentary situation that the hundreds of years of combined experience behind RONR couldn't handle at least as well? Maybe even better? Y'think? Link to comment Share on other sites More sharing options...
Tim Wynn Posted April 27, 2011 at 12:03 AM Report Share Posted April 27, 2011 at 12:03 AM We,obviously,need a lot of work on our bylaws..You might want to start that work by replacing "by a 2/3 majority vote of the Board" with a more solidly defined vote requirement. Two-thirds vote = two thirds of the votes castMajority vote = more than half of the votes castA vote of a majority of the entire board = more than half of the of the current board members2/3 majority = nonsenseSee RONR(10th ed.), p. 387 - 391. Link to comment Share on other sites More sharing options...
chinafleet Posted April 27, 2011 at 12:06 AM Author Report Share Posted April 27, 2011 at 12:06 AM Great point!! Thank you! Link to comment Share on other sites More sharing options...
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