Elections

[Guest Michael Nunes]

If a Board member with one year left on his term is elected Vice President at the yearly election, how is his seat filled? Is a vote held that at that election or does the President appoint someone to his spot at the beginning of the next term? 

[Gary Novosielski]

I'm not clear on why this is a problem.  What is the term of Board members, and is it different from the term for VP?

It sounds like Board members have terms of more than a year, but officers are elected yearly.  Is that true?  And are the officers elected by the general membership, or does the membership elect the Board and then the  Board  elects its officers?

It's not clear from the question why the normal election process can't be used.

[jstackpo]

Or, if I have guessed right..., there is nothing in RONR that prohibits someone from holding two offices at once, in Mr. Nunes (hmm, familiar name that) case, Vice-president and Board member.  He gets only one vote, however.

Your rules may prohibit wearing two hats, however, so check your bylaws.

[Gary Novosielski]

6 minutes ago, jstackpo said:

Or, if I have guessed right..., there is nothing in RONR that prohibits someone from holding two offices at once, in Mr. Nunes (hmm, familiar name that) case, Vice-president and Board member.  He gets only one vote, however.

Your rules may prohibit wearing two hats, however, so check your bylaws.

Well, it's common enough that the membership elects people to the Board, and then the board meets and elects officers from among its  own number.  I've never thought of that as wearing two hats, because by definition all officers are also board members.  And in many societies all board members are considered officers, even if not in one of the named, elected offices.

[jstackpo]

1 hour ago, Gary Novosielski said:

....  because by definition all officers are also board members.  And in many societies all board members are considered officers, even if not in one of the named, elected offices.

Well, I'm not so sure it is "by definition" automatic.  P. 572, line 23 certainly doesn't mandate that directors are officers (a sentence new to RONR/11), it is only a "should" statement.  And I don't know that the inverse statement ("Officers should be classed as directors") is in the book either.  Page 576, lines 28ff. seem to make it a matter for the association's bylaws to make explicit inclusion statements.

A lot of bylaws I have seen say things like "The Board of Directors shall consist of the five (5) Officers of the chapter, the Chapter Representative to the

Assistant Caucus, and the chairpersons of all Standing Committees"  which seems to distinguish between (uppercase) Officers and the other board members.

Pay your money and take your choice.

[Guest Election from Board to VP]

We have a board of 11 members. Some are elected to 2 year terms and four are elected to 4 year terms. These are separate from the President, VP, Treasurer and Secretary. This board member has one year left on his term but is going to be VP since he is running unopposed. I felt since his election happens BEFORE the board members, we know there will be an opening and should vote on it then. Others say since he doesn't take office till April 1, the new President(me) appoints someone to fill the spot. The Bylaws don't mention two positions, but the 4 officers are separate from the Board of directors.

[Josh Martin]

1 hour ago, Guest Election from Board to VP said:

I felt since his election happens BEFORE the board members, we know there will be an opening and should vote on it then. Others say since he doesn't take office till April 1, the new President(me) appoints someone to fill the spot. The Bylaws don't mention two positions, but the 4 officers are separate from the Board of directors.

I think you have it right that the membership can and should elect a new director.

[Gary Novosielski]

20 hours ago, jstackpo said:

Well, I'm not so sure it is "by definition" automatic.  P. 572, line 23 certainly doesn't mandate that directors are officers (a sentence new to RONR/11), it is only a "should" statement.  And I don't know that the inverse statement ("Officers should be classed as directors") is in the book either.  Page 576, lines 28ff. seem to make it a matter for the association's bylaws to make explicit inclusion statements.

I didn't mean to imply that officers are necessarily board members per RONR, except in the case I noted, where officers are elected from among the board members.  I'm not at all sure this is the case here.

Edited February 8, 2018 at 05:38 PM by Gary Novosielski

[Gary Novosielski]

1 hour ago, Josh Martin said:

I think you have it right that the membership can and should elect a new director.

And I think he's right that you're right.

[Richard Brown]

1 hour ago, Josh Martin said:

I think you have it right that the membership can and should elect a new director.

But can they do it at this meeting without giving previous notice that there might be a vacancy to fill? That directors term is not expiring this year. His election as vice president would, perhaps, create the vacancy.

I'm still not sure exactly what the makeup of this board is. For example, whether the officers are even considered members of the board. I think we need more information.

[Josh Martin]

48 minutes ago, Richard Brown said:

But can they do it at this meeting without giving previous notice that there might be a vacancy to fill? That directors term is not expiring this year. His election as vice president would, perhaps, create the vacancy.

I'm still not sure exactly what the makeup of this board is. For example, whether the officers are even considered members of the board. I think we need more information.

In my view, if a vacancy arises in conection with the regular elections, no further notice is required to hold an election to fill that vacancy.

[Joshua Katz]

58 minutes ago, Gary Novosielski said:

I didn't mean to imply that officers are necessarily board members per RONR, except in the case I noted, where officers are elected from among the board members.  I'm not at all sure this is the case here.

Board members are necessarily officers for RONR purposes, though.

[Richard Brown]

7 minutes ago, Josh Martin said:

In my view, if a vacancy arises in conection with the regular elections, no further notice is required to hold an election to fill that vacancy.

Josh, I'm not necessarily disagreeing, but mostly curious. Is there anything in RONR to substantiate that? I see where an argument can be made that if both the bylaws and the notice of the meeting says that elections we be held for two director positions, electing a third director without notice would not be in order. Electing that third director is actually filling a vacancy. There might well be other provisions that we are not aware of for filling vacancies.