Notice of Election to Fill Vacancy

[D_K]

The bylaws of an organization provide as follows regarding vacancies in offices other than chairman:

"1.  Upon a vacancy, the chairman may appoint a proxy who shall perform the duties of the office until the next meeting of the Society as provided below.
2.  At the next regular or special meeting of the Society an election shall be held to fill the vacancy.
3.  The position shall be filled by majority vote of the Society members who are present at the meeting and that person shall serve the remainder of the term."

Terms of office are two years, and regular meetings of the Society are held twice per year.  Written notice of the meetings (by email, which is authorized) are provided two weeks in advance.  A regular meeting is scheduled for this Saturday.  An officer died a little over two weeks ago.  In the meeting notice, nothing was said regarding holding an election to fill the vacancy.  On page 575 of RONR-11, it says "Unless the bylaws clearly provide otherwise, notice of filing a vacancy in office must always be given to the members of the body that will elect the person to fill it."

Question 1:  Do the quoted bylaws dispense with notice of an election because they say that an election "shall" be held at the next meeting, or is notice still required because the bylaws do not "clearly provide otherwise"?

Question 2:  Would notice sent to the members by email today be valid for an election held in four days?

[jstackpo]

1)    I'd say a notice is required as not all (or any?) of the board members know about the vacancy, presumably.

2)   Four days is less than two weeks, so no.

[Atul Kapur]

I agree that notice is required. However, I am not sure why two weeks is suggested as the cutoff for adequate notice. RONR says "a reasonable time in advance" (p.4, line 29). It would be a matter of judgement whether four days is reasonable.

[Richard Brown]

I don't think the answer to this question is so clear cut and I believe it is mostly a matter of bylaws interpretation.

First, the bylaws DO provide for the method of filling a vacancy and they say nothing about notice being required.  Is that enough to supersede the default notice requirement in RONR?   The bylaws also make plain that the election to fill  a vacancy shall occur AT THE NEXT REGULAR OR SPECIAL MEETING.  This organization has only two regular meetings a year.  The notice for this meeting was sent out two weeks prior to the meeting, as the bylaws require, but that was at about the same time as the officer died.  Since the organization meets only twice a year and the meeting notice has already been sent out, giving four days notice that there is a vacancy to fill might well be reasonable under the circumstances.  Members were given the required two weeks notice of the meeting... and it's a regular meeting, not a special meeting.  The meeting itself isn't being "sprung on" the members with short notice.  They received plenty of notice of it.

While I agree that two weeks' notice of an election to fill the vacancy would be ideal, I'm not sure it is absolutely necessary and I believe that ultimately this is a question of bylaws interpretation which the society itself must resolve.   If the chair announces that the next order of business is the filling of the vacancy and a member raises a point of order, the chair can rule whether the point is well taken and his decision can be appealed to the assembly for a final determination.

As an aside, I imagine that many, if not most or even all, of the members are already aware of the officer's death and that a successor will have to be chosen.  I doubt that the special election will take many ... if any of them... by surprise.

[Josh Martin]

10 hours ago, Atul Kapur, PRP "Student" said:

I agree that notice is required. However, I am not sure why two weeks is suggested as the cutoff for adequate notice. RONR says "a reasonable time in advance" (p.4, line 29). It would be a matter of judgement whether four days is reasonable.

Previous notice in RONR is given by oral notice at the previous regular meeting (if the next meeting is within a quarterly interval) or by including it in the call of the meeting (which RONR says must be sent “a reasonable time in advance”). We are told that notices of the meetings are sent two weeks in advance. I believe Mr. Brown is assuming this means that the organization’s bylaws require such notices to be sent two weeks in advance. If this is not the case, and it is merely customary to send them two weeks in advance, then it may be possible to send an updated meeting notice four days in advance.

[jstackpo]

At any rate any member at the election  meeting can raise a point of order, when the election is pending, that the notice time was not reasonable.  Then the membership decides about "reasonableness".

This sort of thing is what makes chairing a meeting fun:  you, as chair, don't have to decide anything. 

[J. J.]

9 hours ago, Richard Brown said:

I don't think the answer to this question is so clear cut and I believe it is mostly a matter of bylaws interpretation.

First, the bylaws DO provide for the method of filling a vacancy and they say nothing about notice being required.  Is that enough to supersede the default notice requirement in RONR?   The bylaws also make plain that the election to fill  a vacancy shall occur AT THE NEXT REGULAR OR SPECIAL MEETING.  This organization has only two regular meetings a year.  The notice for this meeting was sent out two weeks prior to the meeting, as the bylaws require, but that was at about the same time as the officer died.  Since the organization meets only twice a year and the meeting notice has already been sent out, giving four days notice that there is a vacancy to fill might well be reasonable under the circumstances.  Members were given the required two weeks notice of the meeting... and it's a regular meeting, not a special meeting.  The meeting itself isn't being "sprung on" the members with short notice.  They received plenty of notice of it.

While I agree that two weeks' notice of an election to fill the vacancy would be ideal, I'm not sure it is absolutely necessary and I believe that ultimately this is a question of bylaws interpretation which the society itself must resolve.   If the chair announces that the next order of business is the filling of the vacancy and a member raises a point of order, the chair can rule whether the point is well taken and his decision can be appealed to the assembly for a final determination.

As an aside, I imagine that many, if not most or even all, of the members are already aware of the officer's death and that a successor will have to be chosen.  I doubt that the special election will take many ... if any of them... by surprise.

This!

Notice to fill a vacancy requires notice "Unless the bylaws or special rules of order clearly provide otherwise (p. 468, ll. 7-8, emphasis added)."

The bylaws state, " At the next regular or special meeting of the Society an election shall be held to fill the vacancy."  There is certainly no specific requirement for notice, so the question would be if this clause is clear enough to supersede the clause in RONR.  I would err on the side of caution and suggest that there would be notice, but there is only to remove an argument that the election is improper. 

I also think "Student" has a point.  Even if there is a general notice requirement, it might not apply in the specific circumstance.  This may an example of a specific requirement for "the next regular or special meeting of the Society," superseding a fixed notice requirement.  Again, I would err on the side of caution.

I would mote that the chair's ruling, even erring on the side of caution, that either the notice was required or that notice insufficient is clearly subject to appeal.