MaryanneM Posted August 1, 2018 at 08:08 PM Report Share Posted August 1, 2018 at 08:08 PM Our bylaws do not have a procedure for filling a vacancy. Our secretary resigned midterm. How should we proceed? Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted August 1, 2018 at 08:21 PM Report Share Posted August 1, 2018 at 08:21 PM 8 minutes ago, MaryanneM said: Our bylaws do not have a procedure for filling a vacancy. Our secretary resigned midterm. How should we proceed? Take a look at RONR, 11th ed., p. 467, line 25 to page 468, line. 8. Quote Link to comment Share on other sites More sharing options...
Greg Goodwiller, PRP Posted August 1, 2018 at 08:21 PM Report Share Posted August 1, 2018 at 08:21 PM RONR p. 467, l. 23 - p. 468, l. 8 states: Vacancies The power to appoint or elect persons to any office or board carries with it the power to accept their resignations, and also the power to fill any vacancy occurring in it, unless the bylaws expressly provide otherwise. In the case of a society whose bylaws confer upon its executive board full power and authority over the society's affairs between meetings of the society's assembly (as in the example on p. 578, ll. 11–15) without reserving to the society itself the exclusive right to fill vacancies, the executive board is empowered to accept resignations and fill vacancies between meetings of the society's assembly. . . Notice of filling a vacancy in an office (including a vacancy in an executive board or executive committee) must always be given to the members of the body that will elect the person to fill it, unless the bylaws or special rules of order clearly provide otherwise. If you have further questions, feel free to submit them. Quote Link to comment Share on other sites More sharing options...
MaryanneM Posted August 1, 2018 at 08:36 PM Author Report Share Posted August 1, 2018 at 08:36 PM Thanks for the replies. I'm still unsure. I found this in our bylaws: If the President must vacate the office before the term is expired, the Vice-President shall serve the balance of the term. If there is no Vice-President, the vacancy shall be filled by appointment. All other Executive Committee vacancies shall be filled by appointment of the Executive Committee. I take the above to mean they can find someone and appoint them to replace the old secretary. But do we need to advertise the vacancy before appointing? Can the Executive Board just appoint or do they have to vote? Or do all the members have to vote at the next meeting? Quote Link to comment Share on other sites More sharing options...
Chris Harrison Posted August 1, 2018 at 09:51 PM Report Share Posted August 1, 2018 at 09:51 PM (edited) Is the Secretary a member of the Executive Committee? If so, then you would follow your bylaws and the Executive Committee would fill the vacancy. After the resignation was accepted previous notice should have been given that the vacancy will be filled the next meeting (RONR p. 575). Also, your bylaws speak of an Executive Committee but in your last response you mentioned an Executive Board. Were you mistaken or there is both an Executive Board and an Executive Committee? Edited August 1, 2018 at 09:51 PM by Chris Harrison Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted August 1, 2018 at 10:31 PM Report Share Posted August 1, 2018 at 10:31 PM 1 hour ago, MaryanneM said: Can the Executive Board just appoint or do they have to vote? Well, the Executive Board probably can't "just" do anything without deciding to do it, and decisions are typically made by a vote. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted August 1, 2018 at 11:57 PM Report Share Posted August 1, 2018 at 11:57 PM 1 hour ago, Gary Novosielski said: Well, the Executive Board probably can't "just" do anything without deciding to do it, and decisions are typically made by a vote. I would guess the question could be paraphrased as "can they appoint, or do they need to hold an election?" Quote Link to comment Share on other sites More sharing options...
Greg Goodwiller, PRP Posted August 2, 2018 at 12:07 AM Report Share Posted August 2, 2018 at 12:07 AM 8 minutes ago, Joshua Katz said: I would guess the question could be paraphrased as "can they appoint, or do they need to hold an election?" And my answer to that is that based on what we have seen, they can simply adopt a motion “that [name] be appointed to fill the vacancy in the office of Secretary.” Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted August 2, 2018 at 12:09 AM Report Share Posted August 2, 2018 at 12:09 AM I would agree; I guess I could have included my answer as well. After all, someone could always move to amend. Quote Link to comment Share on other sites More sharing options...
MaryanneM Posted August 2, 2018 at 03:11 AM Author Report Share Posted August 2, 2018 at 03:11 AM Thanks everyone, you've answered my question. They use Executive Board and Executive Committee to mean the same thing. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted August 2, 2018 at 02:49 PM Report Share Posted August 2, 2018 at 02:49 PM 14 hours ago, Joshua Katz said: I would guess the question could be paraphrased as "can they appoint, or do they need to hold an election?" I think, as they have the power to appoint, they could use whatever method they prefer, presuming no restrictions in the bylaws. If there is a clear consensus choice, a simple motion, or even unanimous consent could be used. If there are several potential choices then nominations and election (by the board) might be more useful. The only requirement is that the method tests for majority approval. Quote Link to comment Share on other sites More sharing options...
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