Failure to hold an election

[Guest Mike W.]

My association failed to hold an election to replace the President. His term according to the bi laws expired January 1st. Does he still hold office until we hold an election or is the vice president now in charge until we fill his vacancy?  

[Atul Kapur]

What is the exact wording of your bylaws provision regarding term of office?

[Guest Mike W.]

"All officers shall be elected by a majority vote at the annual meeting of the association and shall hold office for a specified period of time." " For the inaugural term of the new SLFFA Association the president will serve a 3 year term (2016 - 2018)." 

[Hieu H. Huynh]

Is there "until a successor is elected" in your bylaws?

[jstackpo]

1 hour ago, Guest Mike W. said:

"All officers shall be elected by a majority vote at the annual meeting of the association and shall hold office for a specified period of time." " For the inaugural term of the new SLFFA Association the president will serve a 3 year term (2016 - 2018)." 

Who "specifies" what the term is to be after 2018?   

Given what you have told us so far, he, the person elected in 2016, is out of office.  Get cracking on a new election! ASAP.

[Gary Novosielski]

2 hours ago, Guest Mike W. said:

My association failed to hold an election to replace the President. His term according to the bi laws expired January 1st. Does he still hold office until we hold an election or is the vice president now in charge until we fill his vacancy?  

Well, wouldn't the vice president be in the same pickle as the president?

[Guest Mike W.]

The president and Vice president renew on opposite years. The term after the inaugural is every 2 years there is nothing about a successor is there anything written in Roberts Rules specifically about this?

[Hieu H. Huynh]

In this case, there would be no president until a new one is elected. Perhaps the bylaws could be amended to include the successor language.

[Guest Mike W.]

Can you tell me specifically where it calls this out? I'm fighting an uphill battle. 

[Hieu H. Huynh]

See RONR 11th ed., p. 573, l. 33 to p. 574, l. 3.

[Nathan Zook]

3 hours ago, Guest Mike W. said:

"All officers shall be elected by a majority vote at the annual meeting of the association and shall hold office for a specified period of time." " For the inaugural term of the new SLFFA Association the president will serve a 3 year term (2016 - 2018)." 

I really, REALLY hope this is a typo (based on further discussion).  A 3 year term which begins in 2016 lasts into 2019....

I find it astounding (but sadly, not surprising) that an association would have bylaws which do not provide for succession.  If the term expired after two years, then the office of president became vacant by your rule.  If there is no provision for the vice president to assume the office, then (hopefully) they at least provide for him to act as president enough to get the election held...

[Hieu H. Huynh]

The vice president would preside at meetings in the absence of a president.

[Atul Kapur]

As far as I can tell, your inaugural president's term has expired and that person is no longer president (agreeing with @jstackpo ).
If it were any position other than the President, I would agree with him and @Hieu H. Huynh that you have a vacancy and should complete the election or fill the vacancy. However, given that it's the president, I'm figuring you have a vacancy and that your Vice-President automatically fills the vacancy. So now you're in the position of filling the vacancy in the VP position.

Edited to add: this assumes that one of the VP's duties in your bylaws is to assume the position of President if it becomes vacant, as is standard.

Edited February 25, 2019 at 01:45 AM by Atul Kapur

[Guest Mike W.]

I do not have a Book. Any chance you can quote the language?

[Nathan Zook]

Your bylaws themselves are the primary thing at issue.  We would need to see the exact language to offer our interpretation(s), but keep in mind that it is the privilege of the assembly to interpret its bylaws.

[Hieu H. Huynh]

6 minutes ago, Atul Kapur said:

However, given that it's the president, I'm figuring you have a vacancy and that your Vice-President automatically fills the vacancy. So now you're in the position of filling the vacancy in the VP position.

RONR says that the vice president would automatically be president for the unexpired term, or remainder of the term. Does this also apply for an expired term?

[Richard Brown]

Guest Mike, if your organization is incorporated or otherwise subject to state laws governing certain types of associations, such as homeowner and condominium associations, check those statutes for a "holdover" provision which provides that officers continue to serve until their  successors are elected.  That is becoming a rather  common provision in some state corporation and homeowner association laws.  Any  such provision would trump the rules in RONR.

[Guest Mike W.]

we are a fire department association that is not directly affiliated with the Official fire delartment

[Richard Brown]

Guest Mike, the following language from pages 573-574 of the current 11th  edition of RONR, regarding content of bylaw articles, refers to what happens if there is no provision for an officer to serve until his successor is elected. 

"The length of the terms of office should be prescribed; and unless the terms are to begin at the instant the chair declares each officer elected, the time when they are to begin must be specified. (In either case, the terms of the outgoing officers end when those of the incoming officers begin.) To ensure the continued services of officers in the event, for example, of public emergency or of difficulty in obtaining a nominee for an office, the [page 574] unqualified wording "for a term of . . . year(s)" should be avoided, because at the end of that time there would be no officers if new ones had not been elected. The exact wording that instead ought to be used depends on a further consideration, namely, the manner in which the organization wants to make it possible to remove officers before the expiration of their normal term."  (Emphasis added).

 

[Atul Kapur]

34 minutes ago, Hieu H. Huynh said:

RONR says that the vice president would automatically be president for the unexpired term, or remainder of the term. Does this also apply for an expired term?

This thread discussed this question.

I particularly note @Daniel H. Honemann's post in that thread:

On 7/29/2013 at 6:48 AM, Daniel H. Honemann said:

If the annual meeting is adjourned before the prescribed election of officers has been completed, and a vacancy in an office then arises as a consequence of the expiration of its term (no "and", "or", "if", or "but" about it), then we have both an incomplete election and a vacancy in office existing simultaneously.

In such a case, if the bylaws state that the executive board shall fill vacancies in office, and there is some practical reason why it should do so before the membership's assembly will have an opportunity to complete its election, then I see no reason why it should not do so. In this case, however, the person elected by the board will serve only until the membership's assembly completes its election.

I think that in this case, that means that the VP only serves as President until the election can be completed.

[Richard Brown]

6 minutes ago, Atul Kapur said:

I think that in this case, that means that the VP only serves as President until the election can be completed.

I agree.

[Atul Kapur]

Thank you, Richard. And I should acknowledge that this is basically what Triple-H said much earlier on in this thread.

1 hour ago, Hieu H. Huynh said:

The vice president would preside at meetings in the absence of a president.

It goes a little bit further than just presiding at meetings, however, and includes the other powers of the President. I see in Answer 382 of Parliamentary Law that the General said that

Quote

failure to hold or to complete an election does not create a vacancy....If the former president went out of office at the close of the annual meeting, the new vice-president acts as president until a new one is elected. [emphasis added]

 

[alanh49]

6 hours ago, Nathan Zook said:

I really, REALLY hope this is a typo (based on further discussion).  A 3-year term which begins in 2016 lasts into 2019....I

 

 

Well in this case since it says it is a 3-year term I think 2016-2018 means to the end of 2018 and not the beginning of 2018  

[Richard Brown]

2 hours ago, alanh49 said:

Well in this case since it says it is a 3-year term I think 2016-2018 means to the end of 2018 and not the beginning of 2018  

That would be true only if the bylaws used language indicating that the president shall serve actual calendar years,  such as from January 1 2016 through December 31 2018 or "for the calendar years 2016, 2017, and 2018". However, we have seen nothing indicating that that is the case and we have not been quoted any bylaw language providing that the president's term commences or ends on January 1st. 

Guest Mike W., if there is a bylaw provision that the president's term commences or ends on January 1st, please quote that provision verbatim. I feel that something is missing and we have not been quoted all of the relevant bylaw Provisions regarding the terms of office and particularly when the president's term of office actually begins or ends. Where does this January 1st date come from?

Also, we have never been quoted any language specifying what the "specified term" is that you quoted in your original post in response to a question by Dr. Kapur. 

Edited February 25, 2019 at 10:45 AM by Richard Brown
Typographical correction

[Guest Who's Coming to Dinner]

15 hours ago, Atul Kapur said:

I see in Answer 382 of Parliamentary Law that the General said that "failure to hold or to complete an election does not create a vacancy."

I find this most interesting as it has always been my understanding, notwithstanding the position of the Estimable Fisherman and others here.