Extrapolate Bylaws Provision

[Guest Joyce Cowan]

I have a disagreement with another member of our nonprofit affiliate of a national chain of related nonprofits (parent nonprofit and affiliates in each state) regarding how to fill a vacancy. Here is the important information: 

1. Bylaws say all officer positions are elected by ballot. Officer resigns. President decides she will appoint the replacement officer. Member objects to the appointment. Bylaws are silent on how to fill vacancies.

2. Bylaws state that the order of document precedence is local chapter documents rule unless they conflict with national corporate bylaws. If both local and national bylaws are silent, then go to Robert's rules.

3. Member states that RRs says vacancy is to be filled in manner of original placement. Since resigning officer was elected, member says an election was the correct way to fill vacancy. President states appointment was valid.

4. President further points to a SEPERATE bylaws provision which states that the Executive Committee can fill a vacancy where an officer violates the code of ethics, goes through an internal trial and is found guilty of violating the nonprofit rules. The provision states "in such an instance, the Executive Committee can fill the vacancy..." President argues that this provision can be "extrapolated" to allow the EC to appoint someone to fill the vacancy. 

QUESTION: Does RRs allow for the extrapolation of a rule to provide a basis for the President to appoint (either alone or based upon a vote of the EC members)? It would seem the rule that says all officers are elected would take precedence.

Thanks in advance.

JC

[Richard Brown]

27 minutes ago, Guest Joyce Cowan said:

QUESTION: Does RRs allow for the extrapolation of a rule to provide a basis for the President to appoint (either alone or based upon a vote of the EC members)? It would seem the rule that says all officers are elected would take precedence.

It is ultimately up to each organization to interpret its own bylaws. We cannot do that for you. There is nothing in RONR which permits the president or the executive Board to fill a vacancy absent specific authorization in the bylaws.

The statement  by the member of the proper way to fill the vacancy seems like the correct one to me based on the information you provided.

I note that you did not tell us how this vacancy arose, but I presume it was not due to the type of disciplinary action described in the bylaws as permitting the executive committee to fill the vacancy.

Edited to add:  The following are the provisions on page 467 in RONR for filling a vacancy when the bylaws are silent.  Note in this excerpt that if your executive board is authorized to conduct the affairs of the society between meetings of the membership, this may give the board the power to fill the vacancy.  Whether this is so depends on the exact wording of the provision.  Ultimately, your organization must interpret its bylaws.

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. For particular vacancies, see page 457, lines 22–30 [page 468] (president-elect), page 458, lines 7–18, and page 575, lines 6–17 (president and vice-presidents). See also page 177 (vacancies in a committee).
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.

 

Edited February 21, 2020 at 04:37 AM by Richard Brown
Added last paragraph and quote from RONR

[Atul Kapur]

1 hour ago, Guest Joyce Cowan said:

QUESTION: Does RRs allow for the extrapolation of a rule to provide a basis for the President to appoint

I would say that, under "Principles of Interpretation" of bylaws, RONR says the exact opposite:
"4) If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited." (RONR 11th ed., p. 589, lines 33-34)

Parenthetically, I will note that Principle of Interpretation (1) is the reference for the oft-stated concept that "Each society decides for itself the meaning of its bylaws." (p. 588, line 25)