Does our current president need to be re-elected?

[Guest Len]

At our last AGM, we elected a new VP and treasurer. Now our president and secretary have resigned with six months left to go in their two-year term (i.e., both positions were up for election at our next AGM in the spring).

As per Robert's Rules, the VP has now become the president. Then the board appointed (as per our bylaws) a new VP and a new secretary. Should these two individuals choose to stay on after the remaining six-months of the term, they will need to be elected at the next AGM for a two-year term (again, as per our bylaws).

Our question is: What happens to the current president? The term of the president who resigned was set to expire this spring. Does that mean the current president (who was elected as VP to a two-year term only six months ago) also have to stand for election, or does he complete the two-year term he was elected to?

 

[Chris Harrison]

If the President's term expires this spring then an election needs to be held at that point.

[Guest Len]

38 minutes ago, Chris Harrison said:

If the President's term expires this spring then an election needs to be held at that point.

Just confirming: So because the old president's term was expiring this spring, the new president (who was elected as vice-president only six months ago) needs to be elected again after only a year?

This will put our organization in the awkward position of potentially having three new officers this year (and only one next year) when our bylaws indicate that whenever possible, two officers be elected each year. (Not sure if that makes a difference.)

 

[Josh Martin]

1 minute ago, Guest Len said:

Just confirming: So because the old president's term was expiring this spring, the new president (who was elected as vice-president only six months ago) needs to be elected again after only a year?

Yes.

2 minutes ago, Guest Len said:

This will put our organization in the awkward position of potentially having three new officers this year (and only one next year) when our bylaws indicate that whenever possible, two officers be elected each year. (Not sure if that makes a difference.)

It does not make a difference.

[Guest Len]

10 minutes ago, Josh Martin said:

Yes.

It does not make a difference.

Okay. Good enough. As long as we're doing things right, I'm good with it.

[Dan Honemann]

8 hours ago, Guest Len said:

Just confirming: So because the old president's term was expiring this spring, the new president (who was elected as vice-president only six months ago) needs to be elected again after only a year?

This will put our organization in the awkward position of potentially having three new officers this year (and only one next year) when our bylaws indicate that whenever possible, two officers be elected each year. (Not sure if that makes a difference.)

 

I'm not sure I understand why this "awkward position" may occur.

At your AGM next spring you will be electing a new President and a new Secretary, each to serve for a two-year term. You will not be electing a new Treasurer, nor will you be electing a new Vice-President unless your bylaws provide that officers appointed by your Board to fill vacancies serve only until the next AGM. Ordinarily, the person just appointed to fill the vacancy in the office of Vice-President would have been appointed to serve for the remainder of his predecessor's two-year term (in this case, until your AGM in the spring of 2021). 

[Guest Len]

19 hours ago, Daniel H. Honemann said:

I'm not sure I understand why this "awkward position" may occur.

At your AGM next spring you will be electing a new President and a new Secretary, each to serve for a two-year term. You will not be electing a new Treasurer, nor will you be electing a new Vice-President unless your bylaws provide that officers appointed by your Board to fill vacancies serve only until the next AGM. Ordinarily, the person just appointed to fill the vacancy in the office of Vice-President would have been appointed to serve for the remainder of his predecessor's two-year term (in this case, until your AGM in the spring of 2021). 

Yes, that is exactly right. Our bylaws require that any directors who are appointed mid-year must stand for election at the next AGM. 

Thus the awkwardness.

Could the new president be elected for only a one-year term (to maintain the two officers coming off the board each year) this AGM, or would that have to be specified in the bylaws?

[Guest Zev]

3 hours ago, Guest Len said:

Thus the awkwardness.

Its just a one-time glitch. Once you elect all three then the system is back in synch, although it could happen again. Don't sweat the small stuff.

[Shmuel Gerber]

Well, this is all a neat way for the president and the board to force the vice-president out of office and to stand for election again. :-)

[Dan Honemann]

Since the bylaws apparently provide that the recently appointed Vice-President will serve only until the 2020 AGM, then, unless the bylaws provide otherwise, it seems to me that the Vice-President to be elected at the AGM in 2020 will be elected to serve for one year only, which is the remainder of the term of the Vice-President elected at the last AGM. The President and Secretary to be elected at the AGM in 2020 will each be elected to serve for a two-year term. This means that, following the 2020 AGM, all will be back to normal, as Guest Zev has pointed out.

I should add that a major problem with all of this is that the correctness of the answers being provided depends upon a correct understanding of exactly what the bylaws say, and I have not read them. For example, I got a little nervous when reading that the "bylaws require that any directors who are appointed mid-year must stand for election at the next AGM", when we have been dealing with the mid-year appointment of a Vice-President and Secretary.    🙂

Edited October 30, 2019 at 01:10 PM by Daniel H. Honemann
Added the last paragraph.

[Guest Len]

1 hour ago, Daniel H. Honemann said:

I should add that a major problem with all of this is that the correctness of the answers being provided depends upon a correct understanding of exactly what the bylaws say, and I have not read them. For example, I got a little nervous when reading that the "bylaws require that any directors who are appointed mid-year must stand for election at the next AGM", when we have been dealing with the mid-year appointment of a Vice-President and Secretary.    🙂

Okay, that is a relief to hear that electing the current president/previous VP to a one-year term at the next AGM  is allowable.

And yes, the bylaws explicitly state that the officers (president, VP, treasurer and secretary) are also considered directors. My apologies for invoking any nervousness.

[Dan Honemann]

42 minutes ago, Guest Len said:

Okay, that is a relief to hear that electing the current president/previous VP to a one-year term at the next AGM  is allowable.

But this is not what I said. I said that the President and Secretary to be elected at the AGM in 2020 will each be elected to serve for a two-year term. It's the Vice-President to be elected at the AGM in 2020 who will be elected to serve for only the remaining year of the previously elected Vice-President's two-year term.

[Guest Len]

2 hours ago, Shmuel Gerber said:

Well, this is all a neat way for the president and the board to force the vice-president out of office and to stand for election again. 🙂

Fortunately, I don't expect that this is what is happening.

[Guest Len]

3 minutes ago, Daniel H. Honemann said:

But this is not what I said. I said that the President and Secretary to be elected at the AGM in 2020 will each be elected to serve for a two-year term. It's the Vice-President to be elected at the AGM in 2020 who will be elected to serve for only the remaining year of the previously elected Vice-President's two-year term.

Sloppy reading on my part. Thank you for your correction. That is an important distinction, although it will still serve to keep us on track, so I'm happy with whomever it is who needs to stand for election in a year.

Thank you, everyone, for your help. I really appreciate it.

[Gary Novosielski]

7 hours ago, Shmuel Gerber said:

Well, this is all a neat way for the president and the board to force the vice-president out of office and to stand for election again. 🙂

Do you mean to say that not all bylaws are well thought out and  impervious to abuse?  I'm shocked; shocked. 😮

[Drake Savory]

On 10/30/2019 at 9:27 AM, Daniel H. Honemann said:

But this is not what I said. I said that the President and Secretary to be elected at the AGM in 2020 will each be elected to serve for a two-year term. It's the Vice-President to be elected at the AGM in 2020 who will be elected to serve for only the remaining year of the previously elected Vice-President's two-year term.

I'm not 100% sure about that.  If the bylaws are poorly worded, specifically a person elected serves a two-year term with no reference to a person elected midterm only is elected to complete that term, the isn't the VP in this case elected to a full term?

[Guest Len]

On 10/31/2019 at 5:18 PM, Drake Savory said:

I'm not 100% sure about that.  If the bylaws are poorly worded, specifically a person elected serves a two-year term with no reference to a person elected midterm only is elected to complete that term, the isn't the VP in this case elected to a full term?

Are you asking why it is that the VP who was appointed just recently is the one who is elected to a one-year term, rather than the president (who was already elected for a two-year term at the last AGM)? Now that I think of it, that does strike me as a bit odd.

But perhaps there is something in Robert's Rules that specifies the president having to be elected to a full-term if he automatically moves up from VP to president mid-term due to the president's resignation or inability to continue in office?

[Dan Honemann]

On 10/31/2019 at 7:18 PM, Drake Savory said:

I'm not 100% sure about that.  If the bylaws are poorly worded, specifically a person elected serves a two-year term with no reference to a person elected midterm only is elected to complete that term, the isn't the VP in this case elected to a full term?

I agree, which is why, in one of my previous posts, I said that "... a major problem with all of this is that the correctness of the answers being provided depends upon a correct understanding of exactly what the bylaws say, and I have not read them."

 When I assumed, based upon what little has been posted as to what the bylaws provide, that the Vice-President to be elected at the AGM in 2020 will be elected to serve for only the remaining year of the previously elected Vice-President's two-year term, I was just playing the odds (and I'll still bet on it).  🙂

 

[Guest Len]

11 hours ago, Daniel H. Honemann said:

I agree, which is why, in one of my previous posts, I said that "... a major problem with all of this is that the correctness of the answers being provided depends upon a correct understanding of exactly what the bylaws say, and I have not read them."

 When I assumed, based upon what little has been posted as to what the bylaws provide, that the Vice-President to be elected at the AGM in 2020 will be elected to serve for only the remaining year of the previously elected Vice-President's two-year term, I was just playing the odds (and I'll still bet on it).  🙂

 

So if the bylaws state, "Officers shall be elected by the Association to the Board to serve a two-year term or until the Officer’s successor is elected. As much as possible, no more than half of the Officers (i.e. two) should be eligible for reelection or retirement at each annual meeting," should we revise the bylaws so that it's clearer what should happen in this particular situation?

[Josh Martin]

20 hours ago, Guest Len said:

So if the bylaws state, "Officers shall be elected by the Association to the Board to serve a two-year term or until the Officer’s successor is elected. As much as possible, no more than half of the Officers (i.e. two) should be eligible for reelection or retirement at each annual meeting," should we revise the bylaws so that it's clearer what should happen in this particular situation?

In my view, the second sentence needs to be clarified in general, not just with regard to this particular situation. Such vague, general statements do not make good rules.

Additionally, what do the bylaws say concerning filling a vacancy?

On 11/3/2019 at 1:49 AM, Guest Len said:

Are you asking why it is that the VP who was appointed just recently is the one who is elected to a one-year term, rather than the president (who was already elected for a two-year term at the last AGM)? Now that I think of it, that does strike me as a bit odd.

But perhaps there is something in Robert's Rules that specifies the president having to be elected to a full-term if he automatically moves up from VP to president mid-term due to the president's resignation or inability to continue in office?

No, there is nothing in Robert’s Rules which specifies that the President has to be elected to a full term if he automatically moves up from VP to President. What RONR provides is that when a vacancy is filled, the person fills that office for the remainder of the unexpired term. That is, the term follows the office, not the person. The current term for the office of President was expiring this spring, and it is still expiring this spring, even although there is a new person in the office of President.

[Gary Novosielski]

On 11/3/2019 at 1:49 AM, Guest Len said:

But perhaps there is something in Robert's Rules that specifies the president having to be elected to a full-term if he automatically moves up from VP to president mid-term due to the president's resignation or inability to continue in office?

No, the rules in RONR say that when the VP succeeds to the presidency, he serves for the entire remainder of the term of office of the president, and need not stand for election at all, until that term expires.  The rule that he must run for election at the next Annual Meeting if he wishes to continue in that office is your custom rule, and is nowhere to be found in RONR.

[Guest Len]

22 hours ago, Josh Martin said:

In my view, the second sentence needs to be clarified in general, not just with regard to this particular situation. Such vague, general statements do not make good rules.

Clarified, or just deleted altogether? As I read it, it strikes me that it doesn't really serve much purpose. It seems to be more of a wish and a hope than a rule...

22 hours ago, Josh Martin said:

Additionally, what do the bylaws say concerning filling a vacancy?

They say, "In case of vacancy in any elected or appointed Director or Officer position, at a time other than at the annual meeting, the Board shall appoint a successor to fill the vacancy who shall serve until such position may be elected or appointed in accordance with these Bylaws at the next annual meeting."
 

22 hours ago, Josh Martin said:

No, there is nothing in Robert’s Rules which specifies that the President has to be elected to a full term if he automatically moves up from VP to President. What RONR provides is that when a vacancy is filled, the person fills that office for the remainder of the unexpired term. That is, the term follows the office, not the person. The current term for the office of President was expiring this spring, and it is still expiring this spring, even although there is a new person in the office of President.

Ah. So since our bylaws don't specify that the office follows the person, we will follow Robert's Rules.

12 hours ago, Gary Novosielski said:

No, the rules in RONR say that when the VP succeeds to the presidency, he serves for the entire remainder of the term of office of the president, and need not stand for election at all, until that term expires.  The rule that he must run for election at the next Annual Meeting if he wishes to continue in that office is your custom rule, and is nowhere to be found in RONR.

Okay, that makes sense. The president was due to be elected at the next AGM, so the current/new president needs to stand for election at same. Otherwise, according to Robert's Rules (and even our bylaws), he could stay on without being elected until the end of the president's term (since he wasn't appointed to the position per se, but instead automatically moved into it as per Robert's Rules, once the previous president resigned).

The VP and secretary both need to be elected at the AGM because they were appointed, the secretary to a two-year term and the VP to a one-year term.

And some bylaw revisions are perhaps in order. 

Thanks, all. I *think* I've got it all straight now. (At least, until someone else posts to tell me I don't...)

 

[Josh Martin]

7 hours ago, Guest Len said:

Clarified, or just deleted altogether? As I read it, it strikes me that it doesn't really serve much purpose. It seems to be more of a wish and a hope than a rule...

I think this rule should be deleted, but in its place, it would be prudent to clarify in the bylaws the simple matter of (barring the filling of any vacancies) just which positions are elected at which times - for instance, certain positions are elected in even years and others in odd years.

7 hours ago, Guest Len said:

They say, "In case of vacancy in any elected or appointed Director or Officer position, at a time other than at the annual meeting, the Board shall appoint a successor to fill the vacancy who shall serve until such position may be elected or appointed in accordance with these Bylaws at the next annual meeting."

Okay. I appreciate this clarification. Based on these facts, I still think Mr. Honemann’s answer is correct.

Edited November 5, 2019 at 11:26 PM by Josh Martin

[Guest Len]

On 11/5/2019 at 4:26 PM, Josh Martin said:

I think this rule should be deleted, but in its place, it would be prudent to clarify in the bylaws the simple matter of (barring the filling of any vacancies) just which positions are elected at which times - for instance, certain positions are elected in even years and others in odd years.

Noted. Thank you.