Failure to Elect a Position

[Guest Craig]

Our organization has a position that is to be up for election in odd numbered years. It was recently discovered that this position was not made open for nomination and election due to oversight. What is the proper way to resolve this issue? Can the position be declared vacant and an appointment be made to fill the vacancy? Should it be left as is until the next AGM in February? Our AGM's are sparsley attended as is, it doesn't make a lot of sense to hold a special AGM to resolve this one position. Thanks for your advice!

[jstackpo]

First check the bylaws.  Officers (current ones) may be in office "until the election of their successors" - if no election, they STAY in (at least until they quit or you finally do complete the election).  See p. 573, line 33 and on to the next page.

 

You (or anybody) cannot "declare the position vacant" unless the bylaws give you that power.  The position may indeed be vacant if that "until..." phrase is missing from your bylaws, but you can't vacate the position by just saying "It is vacant".

 

[Edgar Guest]

Our organization has a position that is to be up for election in odd numbered years. It was recently discovered that this position was not made open for nomination and election due to oversight. 

 

It took you from February 2013 (the last odd-numbered year) until now to realize this position hadn't been filled?

[Guest Craig]

This was a newewly created position a couple of years ago. The new officer was appointed originally per bylaws as it was a new position, that officer was approved at the board level. What was recently discovered was that the position was not announced as open for electectio at last years AGM "the odd numbered year" as the position did not get added to our AGM "template". Half our board is elected every year by position, some odd years, some even years.

 

So the position has someone serving in that position, but that person was not elected a required.

[jstackpo]

OK...  but what about the "until the election..." clause in (or not in) your  bylaws?

 

That clause has no bearing on how the person got into the position in the first place.

[Guest Craig]

The situation is not addressed in the bylaws. It boils down to we did not open the position for re-election, simply missed the fact that it should have up for election. Just trying to seek the proper resolution .

[jstackpo]

Do the bylaws state how long a term someone normally elected to the position in question would serve? Or the equivalent: When would his term normally end? 

 

Find that in the bylaws and then tell me if the "until the election..." clause follows immediately after the length of term (or end of term) statement.  Then we can tell you what to do, properly, next.

[Guest Craig]

A Directorship's term of office shall be two years Effective March 1^st following installation to office and ending the last day of February two years later. When no new candidate exists to fill a pending vacant seat, an incumbent Board member's term may be extended in additional one year increments. This MUST receive an affirmative vote of two-thirds of the eligible members present at the AGM. An elected officer may hold the same Board position for an unlimited number of terms but must seek nomination and win re-election to remain in that position.

 

 

[jstackpo]

I take it that your officers serve a fixed length two year term.

 

Well, if your appointed (new position) officer's term, as defined in the bylaws, ended on Feb 28 of 2014, that office has been vacant since them.  (I hope he didn't vote on any issues that were close (1 vote) decisions since then!)  The thing to do is set out and hold a regular election for the position, making it clear to the candidates that they will be serving terms that will end in February 2016.

 

If your new guy's term, per the bylaws, will not end until Feb 28 2015, no problem.  He is in office and will remain there until next year.

 

I don't think it appropriate to "extend" his term (from Feb 28, 2014) since there is no one in office to extend  --  he is out!

[Guest Craig]

His term officially ended in 2013, the position did not run for relection due to clerical error. That error was just discovered.

 

Technically since no one ran for election in 2013 does that vacate the position? Doesn't seem that we can automatically extend his term, as the bylaws state that the extension must be approved by the board.

[jstackpo]

Technically it's not a "vacancy", it was an "incomplete election".  The difference ( I guess) is that the position went empty in a normal manner, at the end of the term  --  you just forgot to run an election to re-fill the position.  A "vacancy" would be caused by an intra-term resignation.

 

So complete the election any time now but make it clear to your candidates that they will be serving until Feb 28, 2015, and will have to run for re-election then if they want to continue in office. 

[Guest Craig]

Thank you very much!! Appreciate the insight.

[jstackpo]

Or...  if you suspect that you will have a hard time getting a quorum to show up for the election, you could just limp along with a vacant position until next February.  If folks don't show up for the meeting (enough folks, anyway) there is a message there about what the membership thinks with respect to the importance of the position.

 

Best to try to hold the election, anyway. That way folks can't accuse you of pulling a fast one of some sort.