Resignation - Appointee Term

[keefe]

"In case of a vacancy created by resignation in any office or committee (except Elder or Pastor) the church council shall appoint a replacement until the Annual Meeting."

The above is from our By-Laws to the Constitution at our church.  Trustees are elected for a 3 year term, if a Trustee resigns prior to his/her term does the person appointed by the Church Council serve only the remaining term of the Trustee who resigned?  For example, one year in the Trustee resigns so the appointed serves the remaining two years.  Or does the appointed Trustee serve until the Annual Meeting, at which time he/she will (most likely) be put on the ballot and then have a three year term?  

I view it as the appointed serves until the Annual Meeting and then is placed on the ballot to serve a full term.  I would like others thoughts as well.

Thank you in advance for your advice.  

[Richard Brown]

Keefe, I believe this is a matter of interpreting your society's bylaws, something that only your society itself can do.  I believe it can be reasonably interpreted to mean either that the person elected at the annual meeting serves the rest of the unexpired term or that the person elected serves a full three year term.

Question  Do your directors serve staggered three year terms so that only, say, one third of them are elected each year?  If so, that might indicate that the replacement serves only the remaining term of the member who resigned.  To say that he serves a full three year term would throw your rotation system of replacing one third of the members every year out of whack.

[keefe]

Richard,

Thank you for your insight it is appreciated.

Yes 1/3rd of the Trustees are to be elected each year.  ("As many trustees as are considered necessary shall be elected for a term of three years, with one third of them being elected each year.")  We currently have a 9 member Trustee Board with three up for re-election.  A fourth member (myself) is resigning to be nominated for Secretary, a position that is impossible to find anyone willing to do.  I have been serving at Secretary Pro-Tem but that makes it difficult to contribute to the meeting as a Trustee, so I see it better that I make myself available to be nominated for Secretary and not be a Trustee (enough back story).

[Greg Goodwiller, PRP]

So then, my interpretation of your bylaw excerpt would be that the Church Council appoints someone to serve until the next Annual Meeting, at which time the congregation elects someone (who may well be the one temporarily appointed) to complete what remains of the original three year term.

[Richard Brown]

42 minutes ago, Greg Goodwiller said:

So then, my interpretation of your bylaw excerpt would be that the Church Council appoints someone to serve until the next Annual Meeting, at which time the congregation elects someone (who may well be the one temporarily appointed) to complete what remains of the original three year term.

I agree. But, I do think that ultimately it is up to this church to interpret its own bylaw provision on the subject.  If I had a say in the matter, I would say the same thing you said.

[Clurichan]

My question to keefe would be, what happens in the case of a vacancy not created by resignation?

Edited December 29, 2016 at 08:54 PM by Clurichan
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[keefe]

Clurichan,

Now your thinking like me  

I am sure whether the vacancy is created by resignation, death or moving the same method for appointment would apply.  We are in the process of Constitution and By-Law "revision" and that is in my notes to bring up.

[Clurichan]

I have some guaranteed advice (free, with money-back guarantee):

In your new bylaws, do include the RONR already-built-in prohibition against proxy and absentee voting; and don't include any phrasing along the lines of "decisions shall be made by majority vote", because this opens the door for anyone  to claim that e.g., "a 2/3rds vote isn't needed", even though RONR is properly cited in the bylaws, and the "majority vote" phrasing is properly qualified.

Opinions here and elsewhere will no doubt differ, but experientia docet, and sometimes no one else does it as well.

[That is, the bylaws may clearly require a 2/3rd or higher vote on important issues, but will usually be silent on some or all of the protections built in to RONR, e.g., 2/3 to cut off debate, it is confusion over the latter (in-RONR but not in-bylaws) requirements I'm thinking of.]

Edited December 29, 2016 at 10:12 PM by Clurichan
added line in brackets

[Greg Goodwiller, PRP]

5 hours ago, Richard Brown said:

I agree. But, I do think that ultimately it is up to this church to interpret its own bylaw provision on the subject.  If I had a say in the matter, I would say the same thing you said.

Agreed.

[Kim Goldsworthy]

6 hours ago, keefe said:

"In case of a vacancy created by resignation in any office or committee (except Elder or Pastor) the church council shall appoint a replacement until the Annual Meeting."

Trustees are elected for a 3 year term.

If a Trustee resigns prior to his/her term, does the person appointed by the Church Council serve only the remaining term of the Trustee who resigned? 

For example,

one year in the Trustee resigns so the appointed serves the remaining two years. 

Or does the appointed Trustee serve until the Annual Meeting, at which time he/she will (most likely) be put on the ballot and then have a three year term?  

I view it as the appointed serves until the Annual Meeting and then is placed on the ballot to serve a full term.

>> I view it as the appointed serves until the Annual Meeting -- and then is placed on the ballot to serve a full term.

The rule says "annual meeting". So the rule must mean that something begins and/or ends at an annual meeting.

The rule could have said, ". . . finish the term . . .". But it did not.

The replacement party is not to finish any term. The rule does not allow for anything beyond an annual meeting. And "annual" implies "not greater than one year".

[keefe]

Kim,

So to clear my confusion from your reply are you saying you believe it to mean that the appointee if placed on the ballot at the Annual Meeting would serve a three year term?

[Richard Brown]

2 minutes ago, keefe said:

Kim,

So to clear my confusion from your reply are you saying you believe it to mean that the appointee if placed on the ballot at the Annual Meeting would serve a three year term?

I gather that does seem to be what Kim is saying, but I disagree with that interpretation.  Kim's interpretation wreaks havoc with the bylaw provision that one third of the directors shall be elected annually.  It is simply not compatible with that provision.   I also still maintain that it is ultimately up to this society itself to interpret its own bylaws.

[Josh Martin]

13 minutes ago, Richard Brown said:

I gather that does seem to be what Kim is saying, but I disagree with that interpretation.  Kim's interpretation wreaks havoc with the bylaw provision that one third of the directors shall be elected annually.  It is simply not compatible with that provision.   I also still maintain that it is ultimately up to this society itself to interpret its own bylaws.

I think Kim is simply saying that the person appointed by the church council serves until the annual meeting.

[Shmuel Gerber]

9 minutes ago, Josh Martin said:

I think Kim is simply saying that the person appointed by the church council serves until the annual meeting.

Yes. So far the only people who have suggested otherwise are keefe and Mr. Brown, and I have no idea where they got the notion that the occurrence of a vacancy in office might change the length of the term of that office. I don't know how a provision that "the church council shall appoint a replacement until the Annual Meeting" could be made any less ambiguous.

[keefe]

Josh,

I see that now as well.  So the remaining question would be, if that appointee is nominated and elected would they finish the resigned Trustee's term?  Or do they begin a three year term? 

I do understand that it is up to our organization to interpret what it says.  I really do appreciate input from the members on this forum because it helps shed light on potential issues and helps arrive to a solution.

[Richard Brown]

1 minute ago, Shmuel Gerber said:

Yes. So far the only people who have suggested otherwise are keefe and Mr. Brown, and I have no idea where they got the notion that the occurrence of a vacancy in office might change the length of the term of that office. I don't know how a provision that "the church council shall appoint a replacement until the Annual Meeting" could be made any less ambiguous.

Well, there is no question that the person appointed by the church council serves only until the annual meeting.  I don't see where that is even in dispute or why it is being discussed.  The question is, "How long does the person elected at the annual meeting serve"?  Does he complete the term of the member who resigned or does he serve a complete three year term?  THAT is the question.

I said quite clearly that I interpret the pertinent bylaw provisions as meaning that the person elected at the annual meeting completes the original  term of the member who resigned.    I don't see how my answer can be construed as saying otherwise.

[keefe]

21 hours ago, keefe said:

I view it as the appointed serves until the Annual Meeting and then is placed on the ballot to serve a full term.

Shmuel,

Thank you for the reply and input it is greatly appreciated.  I do believe I said the same thing at the outset of this discussion.  My only remaining question remaining was the length of term for the newly elected candidate (who is most likely going to the the appointee). 

9 minutes ago, Shmuel Gerber said:

...I have no idea where they got the notion that the occurrence of a vacancy in office might change the length of the term of that office.

It looks as if you are saying that the newly elected would have a three year term.  Or not.  I am confused now

[Shmuel Gerber]

1 minute ago, keefe said:

Shmuel,

Thank you for the reply and input it is greatly appreciated.  I do believe I said the same thing at the outset of this discussion.  My only remaining question remaining was the length of term for the newly elected candidate (who is most likely going to the the appointee). 

It looks as if you are saying that the newly elected would have a three year term.  Or not.  I am confused now

No, I am not saying that and I don't know why you and Mr. Brown both suggested that that may be the case.

[Richard Brown]

Just now, Shmuel Gerber said:

No, I am not saying that and I don't know why you and Mr. Brown both suggested that that may be the case.

Mr. Brown has NEVER suggested that.

[Shmuel Gerber]

8 minutes ago, Richard Brown said:

I said quite clearly that I interpret the pertinent bylaw provisions as meaning that the person elected at the annual meeting completes the original  term of the member who resigned.    I don't see how my answer can be construed as saying otherwise.

This is what you wrote in the second sentence of your first response, and I have no idea why you said it:

21 hours ago, Richard Brown said:

I believe it can be reasonably interpreted to mean either that the person elected at the annual meeting serves the rest of the unexpired term or that the person elected serves a full three year term.

 

[Shmuel Gerber]

3 minutes ago, Richard Brown said:

Mr. Brown has NEVER suggested that.

Well, if "NEVER" means "yesterday."

[Richard Brown]

8 minutes ago, Shmuel Gerber said:

This is what you wrote in the second sentence of your first response, and I have no idea why you said it:

 

Shmuel, read my entire answer.  I said that I believe the provision could be interpreted either way, but that I personally interpret it as meaning that the person elected at the annual meeting serves for the remainder of the original term of the member who resigned.  And I said (two or three times) that it is ultimately a question of interpreting the organization's bylaws, which is something only the members of the organization can do.  I stand by that answer.  And I stand even more firmly by it after Keefe later quoted the bylaw provision about one third of the members being elected at each annual meeting.  In my opinion, that solidified things, but we did not have that little piece of information when we first answered.

Edited to add:  If there was ever any doubt as to what I was saying, I made it quite clear in my response to Greg Goodwiller, which is the third or fourth response in the thread.  And I have maintained that position throughout.

Edited December 30, 2016 at 05:39 PM by Richard Brown
Added last paragraph

[Shmuel Gerber]

19 minutes ago, Richard Brown said:

I said that I believe the provision could be interpreted either way,

And I still don't know why you said that, since no information has been provided that would in any way suggest the possibility that when a replacement is elected at the annual meeting, a new term of office begins.

Why would it make any difference whether the terms are staggered or not? If anything, having staggered terms would make it more reasonable to think that the replacement's term might end at a different time, since the terms of the different directors are different anyway. If they all begin and end at the same time, then there certainly shouldn't be a different term of office when a replacement is elected to fill a vacancy.

[Kim Goldsworthy]

5 hours ago, keefe said:

So the remaining question would be,

if that appointee is nominated and elected

would they finish the resigned Trustee's term? 

Or do they begin a three year term? 

Please specify which election you are referring to.

Q. Are you referring to the election which is  _______:

  (a.) the act of filling a vacancy (which implies the elected party will no longer be in office come the Annual Meeting).

  (b.) the act of holding an election at the normal cycle (which implies the vacancy-filling person risks losing his temporary title)?

***

When the Annual Meeting comes,

   • if the vacated position would not normally be due up for election,

   • nonetheless, despite the ideal goal of staggered terms (here, one third of the officers per cycle), the organization must nonetheless elect someone to fill the re-vacant (!) seat. (Although we know who the likely party is who will be elected again.)

When the organization does do its electing on the Annual Meeting day, the elected party for that seat does not "begin" a three-year term of office, but instead the elected party will be fulfilling an existing term of office.

The customized rule says, "Mr. Lucky does not serve a full term, but is ousted on the day of the Annual Election".

But the defined TERM OF OFFICE does not change.

Whoever is elected on ANNUAL MEETING DAY (old Mr Lucky or a new Mr. Lucky) to fulfill the incomplete 3-year seat, will be fulfilling a clock-ticking, ongoing, term of office. -- Note that there is no re-setting of the clock for a new term of office for this electee. The seat is a 3-year term, and the term for this seat has not yet cycled through.

 

[Gary Novosielski]

11 hours ago, keefe said:

Kim,

So to clear my confusion from your reply are you saying you believe it to mean that the appointee if placed on the ballot at the Annual Meeting would serve a three year term?

I believe (and I think Kim does too) that the appointee would serve until the Annual Meeting, at which point he might or might be nominated to be on the ballot for election. Whoever wins election to that seat would serve only for the remaining unexpired portion (if any) of the original term.  If there is no unexpired portion, the election would proceed normally, as the partial term is now ended.

(The above opinion is based on your representation of what your bylaws say, which, as a non-member, I have no right to interpret in the first place.)

If you have staggered terms, and one of the director seats is for a partial term it will be necessary to determine at election time who is elected to the full terms, and who is elected to the partial term.  I hope your bylaws have some way of deciding that.

If they don't then I think it would be necessary to consider that the partial term is not identical with however many full terms are being elected.  As such it would have to be treated as if it were a different office, and voted on separately on the ballot.  It might well be that the person appointed to the partial term would rather seek election to one of the full terms, or not seek election at all.