When to Vote to Fill Officer Vacancy

[Guest CFReaves]

I am in an organization which had an elected officer resign.  Our Bylaws state that "All officers are elected by ballot, except the Parliamentarian who shall be appointed by the President."  Our outgoing President accepted the resignations of two elected officers and appointed their replacements before she left office.  A couple of the members raised a point of order as this is a violation of our documents.  The President responded that since our organization documents say that "The Election of officers shall be held at the November meeting of each year.  The following offices shall be filled in the same period

• and in the alternate year, the following offices shall be filled
  • " The President has taken the position that officers can only be elected once a year and as such, that she can appoint individuals to serve the resigning officer positions for full terms (one person had just been elected, but not installed in the job; the other resigned mid-term).  Several members have stated that the provision she cites only deals with the election of officers for scheduled vacancies.  Since the Bylaws are clear - ALL officers are to be elected by ballot, they argue that the "appointment right" is moot and that the President should only deal with WHEN the election will be held.  

The Bylaws are silent as to when the election should be held and she is saying that it must be in November based upon the Bylaws provision.  Robert's Rules for Dummies suggests that it should be at the next regular meeting of the members.  Also, Robert's Rules itself would suggest that vacancies can be filled at regular meetings in the footnote on page 654 (11th edition) which talks about coordinating a resignation with the notice to elect the replacement at the next meeting to avoid any break in service.

MY QUESTION is whether there is anything more substantial that supports the contention that the right of the members to vote to elect their elected officers cannot be taken away and that the vote should be at the next meeting of the members (or at a special meeting).

[Guest CFREAVES]

I'm sorry about the formatting on the above request. I'm going to try to repost it...

 

I am in an organization which had two elected officers resign.  Our Bylaws state that: All officers are elected by ballot, except the Parliamentarian who shall be appointed by the President.  Our outgoing President accepted the resignations of the two elected officers and appointed their replacements before she left office (political move, IMO).  A couple of the members raised a point of order as this is a violation of our documents.  The President responded that since our organization documents say that: The Election of officers shall be held at the November meeting of each year, we cannot vote until next November.  The language states: The following offices shall be filled in the same period (officer list) and in the alternate year, the following offices shall be filled (officer list). The President has taken the position that officers can only be elected once a year (in November) and as such, that she can appoint individuals to serve the resigning officer positions for full terms (one person had just been elected, but not installed in the job - an incomplete election (?); the other resigned mid-term).  Several members have stated that the provision she cites only deals with the election of officers for SCHEDULED vacancies.  Since the Bylaws are clear - ALL officers are to be elected by ballot, they argue that the "appointment right" is moot and that the President should only deal with WHEN the election will be held.  

The Bylaws are silent as to when the election should be held and she is saying that it must be in November based upon the Bylaws provision.  Robert's Rules for Dummies suggests that it should be at the next regular meeting of the members.  Also, Robert's Rules itself would suggest that vacancies can be filled at regular meetings. In the footnote on page 654 (11th edition) RROO talks about coordinating a resignation with the notice to elect the replacement at the next meeting to avoid any break in service.

MY QUESTION is whether there is anything more substantial that supports the contention that the right of the members to vote to elect their elected officers cannot be taken away and that the vote should be at the next meeting of the members (or at a special meeting) and not in November.

[Guest Zev]

OP CFReaves: Please re-read your posting and indicate if there is some missing text after the words "same period" and also after the words "shall be filled," and also whether there is missing text before what appears to be a bullet item starting with the words "The President has taken." The answers you get may hinge on whether the entire text you intended is in fact there or not. Also, please check your bylaws and indicate to us what that document says about whether the president can accept officer resignations or not, and what body meets to conduct the election of those same officers at the November meeting. 

[Guest CFREAVES]

Thank you.  I reposted the entire post below, but it must be confusing.  I'll see if I can repost this as new and delete the old version.

[Josh Martin]

6 hours ago, Guest CFREAVES said:

MY QUESTION is whether there is anything more substantial that supports the contention that the right of the members to vote to elect their elected officers cannot be taken away and that the vote should be at the next meeting of the members (or at a special meeting) and not in November.

The President is wrong (unless there are other rules in the bylaws on this matter I am not aware of). Unless the bylaws provide otherwise, vacancies are filled by the same body which elected the position in the first place. Such vacancies may indeed be filled at the next regular meeting  or at a special meeting called for the purpose. Notice must be given of the election. The President may not fill vacancies unless the bylaws grant the President that authority.

Additionally, the resignations must be accepted by the assembly with the power to fill the resulting vacancies. So the resignations have not yet been accepted.

One other possibility is that the board might have the power to fill vacancies, if the board has full power and authority to act for the society between its meetings.

“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.” (RONR, 11th ed., pgs. 467-468)

Edited January 10, 2020 at 02:45 PM by Josh Martin