Definition of Vacancy

[Guest D. M. Sale]

Is it correct to say that a "vacancy" is created in the office of Vice-President of a board simply by virtue of the fact that at an upcoming election the current Vice-President will be running for the open position of president? 

 

If the answer to the above question is yes, does this assume that the passage of a few seconds between (1) the time of election of the Vice-President as the new President and (2) the election of another officer as Vice-President suffices to create a "vacancy" in the office of Vice-President for those few seconds?

 

If the answer to the above question is yes, what if two current officers run unopposed for the offices of President and Vice-President and both officers are elected by acclamation? In this case, there is no passage of any time between the election of the two offices.

 

Overall, absent creation of a vacancy by the resignation by an officer before the date of a regularly scheduled election, what other situations may involve a true "vacancy?"

 

Thank you. 

[Edgar Guest]

It's helpful to distinguish between a mid-term vacancy (due, for example, to resignation, removal from office, or death) and an incomplete election. In the first instance there is often some provision in the bylaws for filling the vacancy (e.g. appointment by the president or by the board) for either the duration of the term or until the next regular elections. In the second instance the usual vacancy-filling provisions don't apply. The current officeholder might remain in office "until his successor is elected", the board might have the authority to fill the temporary vacancy until the election is completed, or the office will remain vacant until the election can be completed.

[Rev Ed]

The current officeholder might remain in office "until his successor" is elected, the board might have the authority to fill the temporary vacancy until the election is completed, or the office will remain vacant until the election can be completed.

 

Assuming that there is no "Until his/her successor" option, how would the By-laws have to be written to allow for the Board to elect a person to the position, or would the By-laws specifically have to allow for the general membership to hold a meeting to fill the unfilled position (i.e. even if special meetings are allowed, could the general membership just called the meeting?)

[Gary c Tesser]

Assuming that there is no "Until his/her successor" option, how would the By-laws have to be written to allow for the Board to elect a person to the position, or would the By-laws specifically have to allow for the general membership to hold a meeting to fill the unfilled position (i.e. even if special meetings are allowed, could the general membership just called the meeting?)

You're still assuming the membership doesn't meet fairly frequently, are you.

[Guest D. M. Sale]

Our bylaws make provision for the filling of vacancies that occur between regularly scheduled elections (e.g., due to resignation, removal, death, etc.). Such has not occurred in the situation at hand however. Even bearing the stated distinction between mid-term vacancy and incomplete election in mind, is there a true "vacancy" in the current office of an officer who is mid-term in that current office and who decides that he will run for president at a regularly scheduled election? Assume that the election will not be incomplete and that the successor to the officer's current position will be elected at the regularly scheduled election. From your response, may I assume that there is no proper use of the term "vacancy" as applied to his current position and that he simply remains in his current office until he is elected president at the meeting? Similarly, his successor just remains in her current office until she is elected to his former office at the same meeting?

 

Thank you.

[Edgar Guest]

Assuming that there is no "Until his/her successor" option, how would the By-laws have to be written to allow for the Board to elect a person to the position . . . ?

 

I seem to recall discussions on this forum to the effect that boards that are given "full power and authority over the affairs of a society between meetings of the membership" can temporarily fill vacancies caused by an incomplete election (i.e. until the election is completed). See p.467 for what may be supporting text. 

[Edgar Guest]

 . . . may I assume that there is no proper use of the term "vacancy" as applied to his current position and that he simply remains in his current office until he is elected president at the meeting? Similarly, his successor just remains in her current office until she is elected to his former office at the same meeting?

 

I think that's a safe assumption (though I wouldn't assume they'll each be elected to the office they seek).

 

Edited to add: Even if we agree that there's a vacancy for a few minutes, the proper way to fill that vacancy is to complete the election that's in progress.

[Rev Ed]

You're still assuming the membership doesn't meet fairly frequently, are you.

 

Yes, virtually all organizations I know of have the Board do most of the work.  The general membership would likely only meet once or twice a year, unless there was a need to meet more often.

 

 

I seem to recall discussions on this forum to the effect that boards that are given "full power and authority over the affairs of a society between meetings of the membership" can temporarily fill vacancies caused by an incomplete election (i.e. until the election is completed). See p.467 for what may be supporting text. 

 

Okay, thanks for the clarification.

[Gary c Tesser]

Yes, virtually all organizations I know of have the Board do most of the work. The general membership would likely only meet once or twice a year, unless there was a need to meet more often.

Ed, that's fine for you. But you have to stop giving advice telling people that they need to wait for an annual meeting or to set up a special meeting when they might be meeting monthly, bimonthly, even weekly. So they might trustingly take your inaccurate advice, and due to the inaccuracy of your advice, being misinformed, by you, do what would not be good for them if they had the facts.

You want that lie on your conscience?

Rev?

The qualifiers are not too much to type.

So I say again, please, please stop it.

-- Unless you're smug and complacent about misinforming people.

-- In which case, I'm going to stop saying "please."

-- GcT

-- Guest D. M. Sale: I regret dumping this website-internal squabble on your discussion thread.

[Rev Ed]

Ed, that's fine for you. But you have to stop giving advice telling people that they need to wait for an annual meeting or to set up a special meeting when they might be meeting monthly, bimonthly, even weekly. So they might trustingly take your inaccurate advice, and due to the inaccuracy of your advice, being misinformed, by you, do what would not be good for them if they had the facts.

 

Gary, and you are assuming that the general membership is meeting more often too.  There is no guarantee this is the case either.  I will try to be better at not assuming there will only be one or two general membership meetings every year.

[Dan Honemann]

Our bylaws make provision for the filling of vacancies that occur between regularly scheduled elections (e.g., due to resignation, removal, death, etc.). Such has not occurred in the situation at hand however. Even bearing the stated distinction between mid-term vacancy and incomplete election in mind, is there a true "vacancy" in the current office of an officer who is mid-term in that current office and who decides that he will run for president at a regularly scheduled election? Assume that the election will not be incomplete and that the successor to the officer's current position will be elected at the regularly scheduled election. From your response, may I assume that there is no proper use of the term "vacancy" as applied to his current position and that he simply remains in his current office until he is elected president at the meeting? Similarly, his successor just remains in her current office until she is elected to his former office at the same meeting?

 

Thank you.

 

You ask " ... is there a true 'vacancy' in the current office of an officer who is mid-term in that current office and who decides that he will run for president at a regularly scheduled election?" The answer to this question is clearly "no" so far as the rules in RONR are concerned. Is there some provision in your bylaws that requires him to resign from his current office in order to be a candidate for some other office?

 

By the same token, if this person is actually elected to the office of President, so far as the rules in RONR are concerned he will still hold his present office unless there is some provision in your bylaws which prohibits him from holding both offices. Is there?

 

In either case, if there is such a provision in your bylaws, you will need to look to it to see when and how the vacancy occurs.

[Guest D. M. Sale]

I believe the last response above provides the most unequivocal answer to my question thus far. Concerning some of the other comments, our organization meets biannually (spring and fall) and elections are always held at each fall meeting. There is no provision in our bylaws that requires a currently sitting officer, who is mid-term, to resign his current position in order to be a candidate for an open position on the board. There is a provision in the bylaws that prohibits an officer from holding more than one office. So if the current VP becomes the next president, he will definitely no longer be the VP.

 

Based on this additional information, would your basic conclusion still apply; i.e., that there is no true vacancy in the current office of an officer who is mid-term in that office and who wants to run for president at the fall meeting? Again, if there is a vacancy, it can only be because there is a slight time lag (maybe a minute or so) between the time the VP is elected president and another person is elected VP at that meeting. Is a vacancy thus created by virtue of that slight time lag? If it is concluded that the slight time lag establishes a momentary vacancy, what if there is only one candidate for president and one candidate for VP and they are both elected by acclamation (i.e., no time lag). 

 

My conception of true vacancy is when an officer dies, resigns, is removed, etc. before the end of his/her term and it is necessary to fill the vacancy before a regularly scheduled election. Our bylaws provide for such a contingency. That is not the current situation at hand, however, because the issue is whether there is a vacancy in the current position of a sitting officer (VP) who is mid-term and who decides he wants to run for president at a regularly scheduled meeting and is in fact elected president at that meeting. 

 

This question may seem theoretical but the answer will assist in the wording of a bylaws amendment. 

 

Thanks to all for a further comment.

 

 

[Edgar Guest]

Again, if there is a vacancy, it can only be because there is a slight time lag (maybe a minute or so) between the time the VP is elected president and another person is elected VP at that meeting. Is a vacancy thus created by virtue of that slight time lag?

 

Yes, but so what? It will be soon be filled.

 

A vacancy is a vacancy. Some are momentary. Some last for months.

[Gary Novosielski]

Overall, absent creation of a vacancy by the resignation by an officer before the date of a regularly scheduled election, what other situations may involve a true "vacancy?"

 

 

That's pretty much it.  Trying to finesse a seconds-long vacancy during the election process and other such interesting thought experiments are basically nonsense.

[Dan Honemann]

I believe the last response above provides the most unequivocal answer to my question thus far. Concerning some of the other comments, our organization meets biannually (spring and fall) and elections are always held at each fall meeting. There is no provision in our bylaws that requires a currently sitting officer, who is mid-term, to resign his current position in order to be a candidate for an open position on the board. There is a provision in the bylaws that prohibits an officer from holding more than one office. So if the current VP becomes the next president, he will definitely no longer be the VP.

 

Based on this additional information, would your basic conclusion still apply; i.e., that there is no true vacancy in the current office of an officer who is mid-term in that office and who wants to run for president at the fall meeting? Again, if there is a vacancy, it can only be because there is a slight time lag (maybe a minute or so) between the time the VP is elected president and another person is elected VP at that meeting. Is a vacancy thus created by virtue of that slight time lag? If it is concluded that the slight time lag establishes a momentary vacancy, what if there is only one candidate for president and one candidate for VP and they are both elected by acclamation (i.e., no time lag). 

 

My conception of true vacancy is when an officer dies, resigns, is removed, etc. before the end of his/her term and it is necessary to fill the vacancy before a regularly scheduled election. Our bylaws provide for such a contingency. That is not the current situation at hand, however, because the issue is whether there is a vacancy in the current position of a sitting officer (VP) who is mid-term and who decides he wants to run for president at a regularly scheduled meeting and is in fact elected president at that meeting. 

 

This question may seem theoretical but the answer will assist in the wording of a bylaws amendment. 

 

Thanks to all for a further comment.

 

Well, you say that:

 

"There is a provision in the bylaws that prohibits an officer from holding more than one office. So if the current VP becomes the next president, he will definitely no longer be the VP."

 

For all we know, this provision means that he is ineligible to be elected President unless he first resigns from the office he holds. These are your bylaws - you will need to determine what they say.

[Gary c Tesser]

Ed, that's fine for you. But you have to stop giving advice telling people that they need to wait for an annual meeting or to set up a special meeting when they might be meeting monthly, bimonthly, even weekly. So they might trustingly take your inaccurate advice, and due to the inaccuracy of your advice, being misinformed, by you, do what would not be good for them if they had the facts...

Gary, and you are assuming that the general membership is meeting more often too.

No, sir. Look closely: I am not assuming either way, since I am well aware that there are organizations that meet annually (e.g., my late mother's co-op membership, the shareholders of Exxon-Mobil, all those organizations that you know), some meet monthly (NESFA, PSFS, theoretically The Lunarians (the NY science-fiction society)), and, last I heard, weekly (LASFS).

There is no guarantee this is the case either.

Indeed there is not, which is why I did not say nor imply that there is.

I will try to be better at not assuming there will only be one or two general membership meetings every year.

Thank you.