Officer Elections

[Guest jef231]

We are having new officer elections for president and vice president. The current terms for the incumbents

terminate at the end of June. However, the incumbents are not running again, and no member has stepped forward to run

for either position. If there are no nominations for either position, do the secretary and treasurer, the remaining officers,

assume leadership of the organization until there are new candidates??

[Richard Brown]

What, EXACTLY, do your bylaws say about terms of office of the officers?  Is there any kind of a reference to officers serving until their successors are elected?  Please quote that provision exactly, don't paraphrase.   It might be that the outgoing officers continue to serve until  their  successors are elected.  

Aside from the answer to my question, the organization does need to elect a new president and vice president.  It may well be that if people are nominated for these positions, they will agree to serve if elected.  If the elections are by ballot (and if the bylaws call for elections by ballot, ballots must be used.... that provision cannot be waived or suspended), write in candidates must be permitted.  If any positions are left unfilled after the election, you have an incomplete election that should be completed as soon as possible.    If absolutely nobody is willing to serve as president, it may be time to dissolve the organization.

The secretary and treasurer do not take on any special powers to lead the organization in the absence of a president and vice president, but as a practical matter the other members may look to them to provide some form of leadership until elections can be completed so that the organization does not become rudderless.  

 

 

[jef231]

Bylaws state, " Should the presidency and vice-presidency both become vacant at the same time, th Executive Committee shall appoint these officers. 

(The executive committee consists of standing president., vp, secretary, treasurer, building rep., membership chair, and past president.)

[George Mervosh]

41 minutes ago, jef231 said:

Bylaws state, " Should the presidency and vice-presidency both become vacant at the same time, th Executive Committee shall appoint these officers. 

(The executive committee consists of standing president., vp, secretary, treasurer, building rep., membership chair, and past president.)

This isn't a vacancy and Mr. Brown asked for the exact language for the term of office for the officers.  

[Guest jef231]

3 hours ago, jef231 said:

Bylaws state, " Should the presidency and vice-presidency both become vacant at the same time, th Executive Committee shall appoint these officers. 

(The executive committee consists of standing president., vp, secretary, treasurer, building rep., membership chair, and past president.)

The officers shall be elected for one term of two years. The president, vice-president, and recording/corresponding secretary shall be elected on even years, and treasurer shall be elected on odd years. This section shall take place at the May/June meeting.

[Guest Who's Coming to Dinner]

According to what you posted, your offices will become vacant at the end of the term. Whether these qualify as vacancies which your board is empowered to appoint is a question of interpretation for your society to answer. My opinion is that failure to elect replacements is not the sort of vacancy contemplated by a replacement provision.

[Richard Brown]

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

According to what you posted, your offices will become vacant at the end of the term. Whether these qualify as vacancies which your board is empowered to appoint is a question of interpretation for your society to answer. My opinion is that failure to elect replacements is not the sort of vacancy contemplated by a replacement provision.

This issue about whether and when these offices become vacant has been discussed in the past on this message board.  As I recall, the consensus is that a vacancy may not be created on the date of an incomplete election, but the offices will become vacant at some future time if no one is elected to those positions.  This has always been a confusing issue for me.  As to exactly when the offices will become vacant in the sense of triggering vacancy filling provisions... as opposed to there being an incomplete election... I don't know.

btw, if this organization is incorporated, the state non profit corporation laws might provide that officers continue to hold office until their successors are  elected.  So, Guest Jef231, if you are incorporated, or if this is a homeowner's association, you might check for applicable state law provisions regarding terms of office and vacancies.

[Richard Brown]

I  found an old thread which might help.  The consensus in this thread, as well as a couple of others I looked at, seems to be that if the term of an outgoing officer ends on the date of the election and there is no provision for him to serve "until his successor is elected",  and no successor is elected at the election, the office becomes vacant and the vacancy may be filled as provided in the bylaws for filling vacancies.  However, this vacancy exists only until such time as the election is completed and a new officer is elected to the position. The society still needs to complete the election as soon as possible. 

Here is a link to one of those threads: https://robertsrules.forumflash.com/topic/22184-incomplete-election-vs-vacancy/

 

There are other threads that might shed light on the issue.  The search terms I used are: "incomplete election vacancy" (without the quotation marks).  Set the search criteria to look for all of the search terms rather than for just any of them.

[Josh Martin]

1 hour ago, Richard Brown said:

There are other threads that might shed light on the issue.  The search terms I used are: "incomplete election vacancy" (without the quotation marks).  Set the search criteria to look for all of the search terms rather than for just any of them.

This thread has a more thorough discussion of this topic.

[Gary Novosielski]

On 6/12/2018 at 11:21 AM, jef231 said:

Bylaws state, " Should the presidency and vice-presidency both become vacant at the same time, th Executive Committee shall appoint these officers. 

(The executive committee consists of standing president., vp, secretary, treasurer, building rep., membership chair, and past president.)

This is not a vacancy, but a normal expiration of term, for which an election is in order.  That's why we need to know the exact language on term of office.  It may be that the current officers remain until their successors are elected.  But if your bylaws just say two years [period], then there will be nobody in office at the end of the term.  You still need to elect someone, but you can elect a temporary (pro tem) president at each meeting until the election can be completed.

When nobody will volunteer to hold office, it's sometimes a signal that the time has come to dissolve the organization. And bringing up the subject of dissolution will often prompt some reluctant members to step forward.

In any case, you can hold an election with blank ballots and have people write in names.  Often if someone is elected who did not volunteer, they will agree to serve upon seeing the results.

Edited June 13, 2018 at 06:04 PM by Gary Novosielski