Fill an officer's postion when no one was elected

[Guest Mari]

The nominating committee could not find someone to fill a vacancy for an officer.  No one was nominated from the floor.  The other 4 officers were nominated and elected.  Our bylaws prohibit the former holder of the office to be elected again, and there is no provision for this situation.  Can the president appoint someone to fill the position,  or what is the procedure for filling this office?

[Hieu H. Huynh]

No, elect someone who is eligible and willing to do it.

[Guest Thank you, but....]

Thank you, but we tried that.  Of our 35 members, no one is willing to take on the position.  The former holder of the office is willing to fill the office for one year, and someone is willing to understudy for next year.  If the president cannot appoint this person, can the board of directors move to have this person fill the office?  Our bylaws state:  The Board of Directors shall handle the regular business of the organization.  

[Gary Novosielski]

No, you have to follow your bylaws.  If nobody is willing to do the job, then you can amend the bylaws to remove that term restriction, or to eliminate the office completely, or to disband the organization entirely, which may be wise if nobody cares enough about it to help out.

[Greg Goodwiller, PRP]

But also, look closely at what your bylaws say about officers' terms. If they say (as RONR suggests), that officers serve for a term of X years "or until their successors are elected," then the failure to elect a replacement means that "former" officer remains in office for now.

[Richard Brown]

18 minutes ago, Guest Thank you, but.... said:

Thank you, but we tried that.  Of our 35 members, no one is willing to take on the position.  The former holder of the office is willing to fill the office for one year, and someone is willing to understudy for next year.  If the president cannot appoint this person, can the board of directors move to have this person fill the office?  Our bylaws state:  The Board of Directors shall handle the regular business of the organization.  

You should at least try holding an election to fill the vacancy.  Unless your bylaws prohibit it, someone can be nominated from the floor.  Often, people won't "volunteer" for a job, but once they are nominated, they will accept it.  Another option is that write in votes are also permitted unless prohibited by your bylaws.  If someone is actually elected, even if by means of a write in vote, there is a substantial likelihood that that person will ultimately agree to serve.

Another possible option, at least for the short term, is that depending on the wording of your bylaws, the outgoing officer might still be in office.  Look for language to the effect that officers serve until their successors are elected.

Edited to add:  If your organization is incorporated, check your state's non profit corporation laws.  Such laws often contain a provision that outgoing officers continue to serve until their successors are elected.

Edited January 5, 2017 at 09:26 PM by Richard Brown
Added last paragraph

[Guest Perhaps...]

Perhaps, I should have said that no one eligible or qualified is able to take the position.  Hence the volunteer to understudy the office for one year.  If our By Laws state that the Board of Directors shall handle the regular business of the organization,  doesn't this agree with this statement I found in  ROBERT’S RULES FOR FILLING VACANCIES IN OFFICES By C. Alan Jennings, PRP

"Other organizations have ... an executive board that’s authorized generally to tend to the business of the organization between membership meetings. For these groups, filling a vacancy in an office is almost as easy because the authorization normally permits filling a vacancy on the strength of the general authorization given to the board. "  

[Gary Novosielski]

That would apply to filling a vacancy in an unexpired term.  But it appears that what you have here is an incomplete election, and the remedy for incomplete elections is to complete them.

[Guest Mari]

Thank you all.  We really have tried to fill this office.  It is one which requires overseeing major business of the organization and therefore, there are strict qualifications for the office.  When the Board meets, we will try our best to resolve this, and I thank you for your observations.

[Richard Brown]

Guest Mari, keep in mind that even if the Board could fill the vacancy (and I agree with Gary Novosielski that it probably cannot), it would have to fill the vacancy with someone who meets the qualifications and is willing to serve.  That seems to take you right back to square one.

[Clurichan]

1 hour ago, Gary Novosielski said:

That would apply to filling a vacancy in an unexpired term.  But it appears that what you have here is an incomplete election, and the remedy for incomplete elections is to complete them.

Now certainly a vacancy in an unexpired term is very much distinct from an incomplete election, but... an incomplete election AND a vacancy in office may be coterminous? So if a vacancy due to an incomplete election drags on and on, why not fill it according to the rules for "vacancies in office" (assuming no qualifiers in the bylaws as to the why- and where-fore the vacancy occurred?)

Edited January 5, 2017 at 10:39 PM by Clurichan
new words underlined

[Guest Who's Coming to Dinner]

A vacancy requires an act of vacation: resignation, death, expulsion, etc. My opinion is that the end of a term does not constitute any act at all. The officer simply ceases to serve. Moreover, if the bylaws mandate that a person be elected, then the election must be pursued.

[Richard Brown]

52 minutes ago, Guest Who's Coming to Dinner said:

A vacancy requires an act of vacation: resignation, death, expulsion, etc. My opinion is that the end of a term does not constitute any act at all. The officer simply ceases to serve. Moreover, if the bylaws mandate that a person be elected, then the election must be pursued.

In a recent thread (a few months ago)  about incomplete elections vs vacancies,  believe Dan Honemann made a post to the effect that at some point in time an incomplete election can (or does...I don't remember) become a vacancy.  I will try to find that thread.

[Kim Goldsworthy]

1 hour ago, Guest Who's Coming to Dinner said:

A vacancy requires an act of vacation: resignation, death, expulsion, etc.

False.

A defined term-of-office which is fixed can be a trigger to a vacancy, with no actor to invoke any action.

***

Example:

A defined term of office like, ". . . shall serve for 365 days . . .," implies that, on day 366, a vacancy shall exist, unless an election, or pre-emptive appointment, has been completed prior to day 366.

[Gary Novosielski]

Putting aside for a moment the question of whether or the board can appoint in the event of an incomplete election, it seems clear that if the board is empowered to appoint, it is not empowered to appoint anyone who is ineligible.  It also appears that the only person willing to serve is ineligible due to term limits in the bylaws, so I agree with Mr. Brown that this would not seem to solve anything.