Special Election Rules

[AFS1970]

Our Fire Department President has resigned from office with a few months left in the term. We will be filling the opening this month. We have come up with a slight disagreement on how to fill the opening which I suspect is going to boil down to a letter or the law vs spirit of the law interpretation.

Under normal circumstances we nominate officers at the May Meeting and elect at our annual meeting in June. The article that sets this (Article XIII) deals with the annual meeting and includes a section (Section 5) titled Voting Rules for the Annual Meeting. One of those rules (Rule 17) requires candidates for President to submit a letter of intent which must be posted in the firehouse for 20 days prior to the election. 

Filling of vacancies is covered under a different bylaw (Article XIV, Section 2) which says that vacancies, except for service officers (The President is not a service officer), shall be filled by ballot at any regular company meeting. There is no mention of having to nominate in a previous meeting or having to write a letter and post it in advance of the election. 

Our Vice President, who will be presiding at this month's meeting, believes that we can only nominate this month and that the candidates will need to submit letters of intent. I don't think we need to wait a month nor do I think there need to be letters  for this vacancy to be filled as the letters are required only for the annual meeting. The VP thinks that because the bylaws have these requirements in one area that shows that we always wanted it done that way. I think that because they are in different sections that they were intended to be kept separate. The bylaws are old enough that nobody is around that can realistically speak to the intent of the authors. 

[Atul Kapur]

First, I am very surprised that there is nothing in your bylaws that say the vice president automatically becomes the president if there is a vacancy. Look for that in the article on vacancies and also check the section on duties of the vice president.

I am inclined to prefer your interpretation (I would not commit myself without seeing your entire bylaws, which I'm not asking for). However, interpreting the bylaws is something that only your organization can do. The way to do this is to get the presiding officer to rule on an interpretation before the election is held and, if you disagree, raise a point of order.

 

[Richard Brown]

5 hours ago, AFS1970 said:

Our Fire Department President has resigned from office with a few months left in the term. We will be filling the opening this month. We have come up with a slight disagreement on how to fill the opening which I suspect is going to boil down to a letter or the law vs spirit of the law interpretation.

Under normal circumstances we nominate officers at the May Meeting and elect at our annual meeting in June. The article that sets this (Article XIII) deals with the annual meeting and includes a section (Section 5) titled Voting Rules for the Annual Meeting. One of those rules (Rule 17) requires candidates for President to submit a letter of intent which must be posted in the firehouse for 20 days prior to the election. 

Filling of vacancies is covered under a different bylaw (Article XIV, Section 2) which says that vacancies, except for service officers (The President is not a service officer), shall be filled by ballot at any regular company meeting. There is no mention of having to nominate in a previous meeting or having to write a letter and post it in advance of the election. 

Our Vice President, who will be presiding at this month's meeting, believes that we can only nominate this month and that the candidates will need to submit letters of intent. I don't think we need to wait a month nor do I think there need to be letters  for this vacancy to be filled as the letters are required only for the annual meeting. The VP thinks that because the bylaws have these requirements in one area that shows that we always wanted it done that way. I think that because they are in different sections that they were intended to be kept separate. The bylaws are old enough that nobody is around that can realistically speak to the intent of the authors. 

AFS1070, please post the language of the highlighted provision verbatim and also tell us which section of the bylaws it is in.  Please quote it verbatim, don't paraphrase.

Edited to add:  I see that Dr. Kapur posted a response just as I was posting mine.  I agree that it is ultimately up to your organization to interpret its own bylaws, but I still believe it will help us all if you can post the precise wording which is at issue.

Edited March 9, 2020 at 03:28 PM by Richard Brown
Added last paragraph

[AFS1970]

The Relevant Passages are:

Article XIII: Nominations & Elections

Section 1: The Service Officers, Executive Officers and Executive Board Members shall be nominated in the order named at the May regular monthly meeting preceding the annual meeting. The Secretary shall at once post the list of such nominees on the bulletin board. Election shall be at the annual meeting on the Second Monday of each June by written or printed personal ballot. All newly elected Executive Officers shall assume office July 1 following the annual meeting. All newly elected Service Officers shall assume their offices immediately upon their election.

Section 5: Voting Rules for the Annual Meeting are as follows:

17. In the interest of accountability to the members of the Fire Company, all candidates running for President, Fire Chief, and Assistant Fire Chief shall provide a list of their proposed plans for managing the Fire Company and its resources. This list shall be posted at least 20 days prior to the Annual (June) Meeting on the official Company bulleting board. Failure to provide such list will automatically disqualify the candidate from that position. 

Article XIV: Removal and Vacancies:

Section 2: If a vacancy occurs in any elective office, with the exception of the Service Board, the office shall be filled, by ballot, at any regular meeting of the Company

 

Well it all ended up being a moot point due to some back room politics. Coming out of our Executive Board meeting, which was poorly attended, I thought we had at least two interested candidates. The regular meeting voted in a very close vote (7-6) not to accept the President's resignation. Thus he remains President despite saying in his letter that he was also taking a leave of absence to deal with personal issues and would not be active as a member for the time being. Interestingly enough our Past President was very upset as he was going to run, the Chief called him up to come back and the fact that he wasn't immediately elected was a disappointment to him. 

To Answer Dr. Kapur, our bylaws are very clear that the Vice President does not automatically move up and further is a non-voting member of the Executive Board unless the President is absent. It is a generally powerless position. 

[George Mervosh]

16 hours ago, AFS1970 said:

To Answer Dr. Kapur, our bylaws are very clear that the Vice President does not automatically move up and further is a non-voting member of the Executive Board unless the President is absent. It is a generally powerless position. 

No that's not clear at all.

"In case of the resignation or death of the president, the vice-president (if there is only one) or the first vice-president (if there are more than one) automatically becomes president for the unexpired term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president."  RONR (11th ed.), p. 458

I don't see anywhere in your cited bylaws where it addresses a vacancy in the office of president.  As we've learned here throughout the years, "any" doesn't mean any when it comes to the office of president.

Edited March 11, 2020 at 03:46 PM by George Mervosh

[Josh Martin]

18 hours ago, AFS1970 said:

To Answer Dr. Kapur, our bylaws are very clear that the Vice President does not automatically move up and further is a non-voting member of the Executive Board unless the President is absent. It is a generally powerless position. 

I see nothing in the cited bylaws which “expressly provide(s) otherwise for filling a vacancy in the office of president.”

If it is desired to prevent the Vice President from automatically becoming President in the event of a vacancy, the rule concerning vacancies should be amended to read “If a vacancy occurs in any elective office (including the office of President), with the exception of the Service Board, the office shall be filled, by ballot, at any regular meeting of the Company.”

Alternately, perhaps the organization should eliminate the position of Vice President.

Edited March 11, 2020 at 05:42 PM by Josh Martin

[AFS1970]

As near as I can tell  from reading the entire bylaws, the only function the VP has is presiding over meetings if the president is absent. In our upcoming revision we are fixing a place where it wasn't clear that the VP assumed that role on a discipline committee that is otherwise well defined if it is the president being disciplined. 

Interestingly enough, when I joined we had both a president and vice president that were mostly absent and the presiding officer was more often than not a member at large of the executive board. We have corrected this situation for the most part, but it is very much a case of being careful what you wish for. It would be somewhat unseemly to list the nicknames our president is known by.

I am interested in the idea that a rule for filling vacancies in all offices not including the president. If it didn't set apart our service board would it then cover the presidency or does it have to actually name the office of president? I want to make sure we get this right in the upcoming revision.

[George Mervosh]

6 minutes ago, AFS1970 said:

I am interested in the idea that a rule for filling vacancies in all offices not including the president. If it didn't set apart our service board would it then cover the presidency or does it have to actually name the office of president? I want to make sure we get this right in the upcoming revision.

Yes, unless your group is okay with the VP automatically ascending to the presidency in such cases,  and Mr. Martin provided you something to work with in that regard in the second paragraph of his last post.

Edited March 12, 2020 at 01:39 PM by George Mervosh

[Shmuel Gerber]

On 3/9/2020 at 11:26 AM, Atul Kapur said:

However, interpreting the bylaws is something that only your organization can do. The way to do this is to get the presiding officer to rule on an interpretation before the election is held and, if you disagree, raise a point of order.

The chair does not have power to make theoretical rulings. The proper way to get the organization to interpret the meaning of the bylaws on this issue is to act on it by moving to the fill the vacancy — for example, by making a motion "that Mr. Y be hereby elected as vice-president to fill the vacancy in that office caused by President X's resignation", or a motion "to proceed immediately to an election to fill the vacancy in the office of vice-president, with nominations being taken from the floor."

If the chair believes that the election is not in order, he can then make a ruling to that effect. From this ruling, any member can take an Appeal which (if seconded) is voted on by the assembly.