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Robert Harris

Special Election

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Directors in our organization are elected to 3 year terms.  We also elect an Alternate Director, who is to attend meetings of the parent organization in the event one of our Directors can't attend or as a temporary Director if a Director resigns.  One of our Directors resigned, with 2 years remaining of his term.  The position was filled by the Alternate Director.

Our Bylaws state "When a vacancy in a Directorship occurs for any reason, it shall be filled through temporary appointment by the Regional Council; and the person
temporarily appointed shall hold office until the next Annual Meeting, at which time such vacancy shall be filled by election for the unexpired portion of said term."

After the Director resigned, the VP was asked if there was to be a special election and the VP answered "no" and did not add the position for election at our last Annual meeting.  This was a violation of the Bylaws and was a failure by the VP.  There is still a year remaining on the term of the Director who resigned.  Where in Robert's Rules of Order can I find the specific article regarding a special election to fill the remainder of the term, per our Bylaws, to correct this violation?

I appreciate your expert help.

Robert Harris

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The "remainder of the term" rule is in your bylaws, which is quite enough for you to raise a (continuing breach - p. 251) point of order at your next meeting.

RONR has a "remainder of" rule as a default but only in the case of a presidential vacancy - p. 575, line 6ff.   It has no equivalent rule for other offices, so it is up to your bylaws to establish one, as, you say, yours do.

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40 minutes ago, Robert Harris said:

Directors in our organization are elected to 3 year terms.  We also elect an Alternate Director, who is to attend meetings of the parent organization in the event one of our Directors can't attend or as a temporary Director if a Director resigns.  One of our Directors resigned, with 2 years remaining of his term.  The position was filled by the Alternate Director.

Our Bylaws state "When a vacancy in a Directorship occurs for any reason, it shall be filled through temporary appointment by the Regional Council; and the person temporarily appointed shall hold office until the next Annual Meeting, at which time such vacancy shall be filled by election for the unexpired portion of said term."

After the Director resigned, the VP was asked if there was to be a special election and the VP answered "no" and did not add the position for election at our last Annual meeting.  This was a violation of the Bylaws and was a failure by the VP.  There is still a year remaining on the term of the Director who resigned.  Where in Robert's Rules of Order can I find the specific article regarding a special election to fill the remainder of the term, per our Bylaws, to correct this violation?

I appreciate your expert help.

Robert Harris

First of all, you say that:

"One of our Directors resigned, with 2 years remaining of his term.  The position was filled by the Alternate Director."

This may not be the case, since your bylaws say that the Alternate Director is to "attend meetings of the parent organization ... as a temporary Director if a Director resigns." It's not clear, from looking solely at what you have posted, that the Alternate Director is to perform any of the other duties of the Director who resigned until such time as the vacancy is filled by the Regional Council.

In any event, it does seem clear that your bylaws have not been followed, since they mandate that the existing vacancy "shall be filled through temporary appointment by the Regional Council; and the person temporarily appointed shall hold office until the next Annual Meeting, at which time such vacancy shall be filled by election for the unexpired portion of said term." This isn't just the fault of your VP. It is the responsibility of all of your members to see to it that the bylaws are complied with, and to raise points of order when they are not.

You ought not need a specific article in Robert's Rules of Order to understand that rules set forth in your bylaws are to be followed.

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Mr. Harris, I agree with Mr. Honemann that your bylaws aren't as clear as they could (and should) be regarding the alternate director filling a vacancy.  I further agree that it looks like the regional council is appoint someone to fill the vacancy until the next annual meeting.  Based on your statement, which I assume is a paraphrase from the bylaws, it just isn't clear. Could you quote for us the EXACT language from your bylaws regarding vacancies in the board of directors and the "filling in" by the alternate director?

This is likely a matter of bylaws interpretation, which only your organization can do, but regardless of whether the alternate director automatically fills the vacancy, it is clear to me that a new election should have been held at the annual meeting.

Edited by Richard Brown
Added (and edited) the second sentence

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Guest Who's Coming to Dinner
3 hours ago, Robert Harris said:

After the Director resigned, the VP was asked if there was to be a special election and the VP answered "no" and did not add the position for election at our last Annual meeting.

Why are you asking the VP for permission? Does (s)he have the sole power to hold elections according to your bylaws? If not, then a member should move to schedule the special election and let the assembly work it out whether the VP likes it or not.

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