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davemcsjr

Bylaws silent..sort of

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We just had our nomination meeting for our board.

The current VP was previously appointed to the position (in accordance with the bylaws - see below)  in order to fill the balance of the remaining term of the previous VP.

This incumbent was nominated from the floor during the meeting but unfortunately he does not meet one of the requirements to be re-elected to the position.

He was the sole nominee for the VP position.

As there were no other candidates what is the proper remedy?

The Board would like to re-appoint him using their power to fill a vacancy by appointment, thereby technically skirting the eligibility requirements:

Section 9.  In the event a vacancy is created by the resignation, suspension, expulsion, death or incapacity or the removal of an officer, the Executive Board shall be empowered to appoint a successor to fill the balance of the unexpired term, and such appointee shall hold office until the next regular election for that office.

He's REALLY good in this position, so I get their desire to keep him on-board, but I'm not sure it's proper, especially where the bylaws are mum on this scenario...

Do they keep the strong VP on a technicality (loosely interpreted bylaw) or should they have a new nomination session just for VP and lose a great Board member who advocates strongly for the membership? Where the bylaws are silent on a matter, they defer to Robert's.

 

Any Advice would the GREATLY  appreciated 

  

 

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The VP is not going to fill a vacancy "created by...", his term has ended.  Full stop. If he can't be elected for a regular full term, then your recourse is to amend the bylaws to strike out the restrictive reason why. Or beat the bushes for another candidate. 

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Guest Zev

Since another meeting will take place and another round of voting will be required, give notice right this second to change the bylaws by removing the restriction. Have the meeting then vote on the bylaw change before the election. If the restriction is removed then the candidate can be elected at the same meeting.

Question: You said...

29 minutes ago, davemcsjr said:

...unfortunately he does not meet one of the requirements to be re-elected...

...however, you also said...

30 minutes ago, davemcsjr said:

The current VP was previously appointed to the position (in accordance with the bylaws - see below)...

...so technically he is not being re-elected since he first became VP by appointment and not election. Please review the bylaws and make certain that the VP cannot run for the office regardless of whether he was appointed or elected. It may make a difference but I have no way of knowing.

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Is this requirement the appointed VP can't satisfy related specifically to the election process or to holding the office? That would appear to be an important distinction, because the bylaw statement you quoted (I'm assuming it's an exact quote) does not contain any language that would allow the Executive Board to bypass any requirements for holding office in choosing someone to fill a vacancy.

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1 hour ago, davemcsjr said:

This incumbent was nominated from the floor during the meeting but unfortunately he does not meet one of the requirements to be re-elected to the position.

I concur with my colleagues that the simplest solution is to amend the bylaws to remove the restriction in question.

If it is not possible to do this in a timely manner, then please clarify what exactly this eligibility requirement says. Additionally, please provide the exact wording of the term of office.

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1 hour ago, Guest Zev said:

Since another meeting will take place and another round of voting will be required, give notice right this second to change the bylaws by removing the restriction. Have the meeting then vote on the bylaw change before the election. If the restriction is removed then the candidate can be elected at the same meeting.

I am not offering an answer to this issue since I'm not qualified. However, in our neck of the woods, we need 2/3 of the association to add/delete/alter a bylaw. I believe it then it has to be submitted to the State office to be recorded. Only after it has been recorded can the updated bylaw be in play. That doesn't sound like something that can be done at the same meeting. Is this common practice in other states?

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RONR sort of assumes that each Association is master of its own governance.

If your Association is subordinate to another and needs their approval of your bylaws, that detail is going to be in your bylaws and the superior body's.

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4 hours ago, davemcsjr said:

We just had our nomination meeting for our board.

The current VP was previously appointed to the position (in accordance with the bylaws - see below)  in order to fill the balance of the remaining term of the previous VP.

This incumbent was nominated from the floor during the meeting but unfortunately he does not meet one of the requirements to be re-elected to the position.

He was the sole nominee for the VP position.

As there were no other candidates what is the proper remedy?

The Board would like to re-appoint him using their power to fill a vacancy by appointment, thereby technically skirting the eligibility requirements:

Section 9.  In the event a vacancy is created by the resignation, suspension, expulsion, death or incapacity or the removal of an officer, the Executive Board shall be empowered to appoint a successor to fill the balance of the unexpired term, and such appointee shall hold office until the next regular election for that office.

He's REALLY good in this position, so I get their desire to keep him on-board, but I'm not sure it's proper, especially where the bylaws are mum on this scenario...

Do they keep the strong VP on a technicality (loosely interpreted bylaw) or should they have a new nomination session just for VP and lose a great Board member who advocates strongly for the membership? Where the bylaws are silent on a matter, they defer to Robert's.

 

Any Advice would the GREATLY  appreciated 

  

 

I see no reason to believe that appointing someone to a position for which s/he is not eligible "skirts" anything, technically or otherwise.  It appears to me to create a continuing breach of they bylaws.

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Thank you all..your input is greatly appreciated! I will pass your posts along to the Executive Board.

The requirement that the VP candidate does not meet is a membership requirement. In order to serve as an Officer, you must have been a member in good standing of this particular Local for five years.

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2 hours ago, davemcsjr said:

Thank you all..your input is greatly appreciated! I will pass your posts along to the Executive Board.

The requirement that the VP candidate does not meet is a membership requirement. In order to serve as an Officer, you must have been a member in good standing of this particular Local for five years.

Based on these facts, although I say this with some hesitance since we are still being provided with a paraphrase and not an exact quote, it seems to me that it would not be proper for the board to appoint this person to serve a full term in this office, and for that matter, it was not proper for the board to appoint this person to fill the vacancy in the first place. You say that individuals must meet this requirement in order to serve as an officer. The rule makes no distinction between “appointment” and “election.”

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Josh, 

Here is the Section of the bylaws referencing the membership requirement:

ARTICLE VIII

ELECTIONS

Section 1.   It shall be the aim of the union to elect to the Executive Board the most capable members of the various groups comprising the membership of the union.  In order to be eligible to run for a Union Officer position (President/Business Manager, Vice President, Secretary/Treasurer or Recording Secretary), a candidate must be a member of the Union in good standing for five (5) years, be a member in good standing as of the date of nomination and must have attended three (3) of the last five (5) General Membership Meetings

It continues to define the requirement for Trustee as only needing three years with the same attendance requirement.

 

 

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4 hours ago, davemcsjr said:

Josh, 

Here is the Section of the bylaws referencing the membership requirement:

ARTICLE VIII

ELECTIONS

Section 1.   It shall be the aim of the union to elect to the Executive Board the most capable members of the various groups comprising the membership of the union.  In order to be eligible to run for a Union Officer position (President/Business Manager, Vice President, Secretary/Treasurer or Recording Secretary), a candidate must be a member of the Union in good standing for five (5) years, be a member in good standing as of the date of nomination and must have attended three (3) of the last five (5) General Membership Meetings

It continues to define the requirement for Trustee as only needing three years with the same attendance requirement.

Okay, so the argument is that persons who are appointed are not “running” and therefore the eligibility rules do not apply in such cases.

It will ultimately be up to the organization to interpret its own bylaws, but personally, I don’t think this is a reasonable interpretation.

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RONR does not use the word "run" or "running" at all in that context, i.e., seeking office.  Since it's not defined in RONR and presumably not defined in these bylaws, considerable ambiguity exists. 

Would members who say, "I'm not really very interested as serving as secretary, but if you want to vote for me, I guess you can" be considered to be "running" for that office?    What about write-in votes, which by definition are for people who were never nominated.  Do they automatically fail or automatically pass the nomination test?

If the intention is to prevent people without experience from serving in office, the bylaws should be amended to say so.  If, as seems to be the case, this bylaws provision is causing more trouble than it is worth, the bylaws should be amended to remove or adjust the amount of experience required to a workable level.  

The worst thing to do is to try to find loopholes and exploit them in the case of certain individuals and not others.  This is bound to engender ill feelings and suspicion when members get the idea that the rules apply to some people and not others. 

Advice: 2¢ 

Edited by Gary Novosielski
typo

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7 hours ago, davemcsjr said:

In order to be eligible to run for a Union Officer position (President/Business Manager, Vice President, Secretary/Treasurer or Recording Secretary), a candidate must ...

 

3 hours ago, Josh Martin said:

Okay, so the argument is that persons who are appointed are not “running” and therefore the eligibility rules do not apply in such cases.

It will ultimately be up to the organization to interpret its own bylaws, but personally, I don’t think this is a reasonable interpretation.

Looking at the Principles of Interpretation, we see on page 588, lines 31-33: "The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined."

So the argument has to be that the intention at the time was that someone who doesn't meet the requirements cannot run for the position BUT that this same person could be appointed to fill the position if a vacancy exists (or was manipulated into being created so that the group could skirt this requirement).

I would hope that an intent that specific would be more clearly worded so that there is no ambiguity.

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This gets into interpreting bylaws and since I am not a member of the association my interpretation is worth nothing more than any other opinion, but I think the first line of the section shows the intent when it was written. Since before it gets to the requirements it says that the aim shall be to elect the most capable people to office then goes on to list qualifications, I would think the intent was that those qualifications were to meet that purpose.

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