Number of Officers not defined leaving the term "vacancy" ambiguous?

[Guest Loose]

My group has not updated its bylaws since the beginning when the organization had not decided upon how many officers it wanted on its board - it left the question open: "not less than six nor more than seventeen." This makes it hard to use the voting threshhold where you use the number fixed as the pool. It also makes me wonder about the term, "vacancy." The bylaws say that vacancies on the board may be filled by the vote of the remaining directors. Are these unfilled posts vacancies? In other words, If, say, the membership at the annual meeting elects fewer officers than the maximum number allowed in the bylaws - do these unfilled posts represent vacancies that the board is empowered to fill per the bylaws or does it require another general meeting of the members to fill these positions?

[Trina]

I believe a vacancy occurs when a position was filled, and the person resigns or otherwise leaves the position. An unfilled position is not properly called a vacancy (or maybe it is, at least in common speech, but it isn't really the same kind of vacancy). I don't have a page citation at my fingertips; however, vacancy-filling provisions only kick in when a position was filled and becomes empty, not if a position was never filled in the first place (as happens in an incomplete election, for example), which seems more analagous to the situation you describe.

[Rob Elsman]

A bylaw like this causes impossible problems. I cannot even figure out how many votes each voter can cast. Six? Seventeen?

[Gary Novosielski]

A bylaw like this causes impossible problems. I cannot even figure out how many votes each voter can cast. Six? Seventeen?

If there can be seventeen directors, then I think the answer must be that each voter may vote for up to 17.

On the rest, I'd hazard an opinion that if fewer than six candidates achieve a majority, the election is incomplete, and a second ballot is required for the unfilled seats, with the "Vote For 17" number reduced by the number of directors already elected.

Once six or more are elected, the election is complete.

[Sean Hunt]

I would suggest beginning by creating a special rule of order detailing the election procedure, and subsequently implementing that procedure. While Mr. Novosielski's suggestion is good, I would also think it reasonable to have a system wherein there is a "none of the above" option, and whenever that option achieves a majority, the balloting stops after that ballot unless either there aren't enough people elected, or too many were elected and they tied above the "none of the above" threshold.

[Guest Guest]

If there can be seventeen directors, then I think the answer must be that each voter may vote for up to 17.

On the rest, I'd hazard an opinion that if fewer than six candidates achieve a majority, the election is incomplete, and a second ballot is required for the unfilled seats, with the "Vote For 17" number reduced by the number of directors already elected.

Once six or more are elected, the election is complete.

Thank you so much for that.

[Gary Novosielski]

I would suggest beginning by creating a special rule of order detailing the election procedure, and subsequently implementing that procedure. While Mr. Novosielski's suggestion is good, I would also think it reasonable to have a system wherein there is a "none of the above" option, and whenever that option achieves a majority, the balloting stops after that ballot unless either there aren't enough people elected, or too many were elected and they tied above the "none of the above" threshold.

I don't like the "none of the above" concept. If voters are not happy with the people on the ballot then they either should have nominated someone more acceptable, or they should write in a name of a person who is eligible to serve. "Nobody" isn't eligible to serve, so there should be no option to vote for "nobody".

[Sean Hunt]

I don't like the "none of the above" concept. If voters are not happy with the people on the ballot then they either should have nominated someone more acceptable, or they should write in a name of a person who is eligible to serve. "Nobody" isn't eligible to serve, so there should be no option to vote for "nobody".

Once you have elected 6 members, though, nobody is an option. In my opinion, the most proper way to conduct an election like this is to let the assembly decide when to stop electing members, and not simply stop because enough, but not all, positions have been filled. If another round of balloting were held, then the board may find itself with additional members due to changes of the nature of the ballot. Stopping after some lesser number automatically seems like a way to subvert, not reinforce, the will of the assembly.

[Dan Honemann]

It is usual (necessary, in fact) in instances of this kind for the membership to first adopt a rule fixing the number of members (within the limits prescribed by the bylaws) of its board.

[Trina]

It is usual (necessary, in fact) in instances of this kind for the membership to first adopt a rule fixing the number of members (within the limits prescribed by the bylaws) of its board.

Would this be a standing rule? That would mean (assuming the number has never previously been fixed) that the membership could choose to fix the number of board members by majority vote, without notice required... I assume they could do this at the same meeting, just before holding the election to fill the board positions, if they want to?

[Dan Honemann]

Would this be a standing rule? That would mean (assuming the number has never previously been fixed) that the membership could choose to fix the number of board members by majority vote, without notice required... I assume they could do this at the same meeting, just before holding the election to fill the board positions, if they want to?

Yes, I think that all of this is correct