Nat'l emergency affecting annual meeting

[Sandi Haase]

We are a non-profit retirement association connected to university.  The Nat'l pandemic guidelines affected our annual meeting (election of officers/board members, budget adoption, audit).  Our fiscal year is July 1-June 30.  Our bylaws state that 

"Annual meeting will be held in May,

Elected officers shall begin their terms of office at the end of the annual meeting at which they are elected.

The Nominating Committee shall present its slate at the Annual Membership Meeting of the Association for election by the membership present"

 

Our bylaws to not stipulate "or until their successors are duly elected."  We also use a President-elect rotation, so we elect a PE not a President

 

Some questions:

1. 1. If the annual meeting is postponed to, lets say, either late summer or early fall , do the current officers/board remain in their positions until successors are elected?
2. 2. Is this assumed if bylaws do not specifically state  "and shall serve until the conclusion of the following annual convention or until their successors are duly elected"?  
3. 3. Do bylaws need to include a statement, "In a state or national emergency, declared by the Governor of ...(name state) or by the President of the United States, the board of directors shall set up machinery to carry on the business of the association".  

 

 

[Atul Kapur]

You may find the "Unofficial FAQ" at the top of the topics page helpful.

The part of the bylaws that you quoted states when terms begin. You didn't include anything about when the terms end. You've told us what they don't say (about successors) but do they say anything about the length of term?

[Sandi Haase]

. Terms of office will be for three years for the Secretary, Treasurer, and members-at-large. Terms of office for these offices shall be staggered. A President-Elect will be elected each year, and will serve successively as President-Elect, President, and Past President.

[George Mervosh]

11 minutes ago, Sandi Haase said:

. Terms of office will be for three years for the Secretary, Treasurer, and members-at-large. Terms of office for these offices shall be staggered. A President-Elect will be elected each year, and will serve successively as President-Elect, President, and Past President.

I think you have a problem:

" The length of the terms of office should be prescribed; and unless the terms are to begin at the instant the chair declares each officer elected, the time when they are to begin must be specified. (In either case, the terms of the outgoing officers end when those of the incoming officers begin.) To ensure the continued services of officers in the event, for example, of public emergency or of difficulty in obtaining a nominee for an office, the unqualified wording "for a term of . . . year(s)" should be avoided, because at the end of that time there would be no officers if new ones had not been elected. "  RONR (11th ed.), pp. 573-574

[Dan Honemann]

Perhaps the bylaws authorize the board to fill vacancies.

[Sandi Haase]

Our bylaws do state that … (under Article elections) 

Candidates for each open office will be proposed each year by the Nominating Committee. Elected officers shall begin their terms of office at the end of the annual meeting at which they are elected.

 

I understand that we've got some cleanup to be done.  

I guess what I'm trying to understand  is the current president still "president" until the annual meeting (regardless of when it is held since postponed by a national emergency), even though my bylaws do not have any statement about postponement of annual meeting due to natl'l emergency.

 

[Sandi Haase]

Here is the only reference to vacancy in the bylaws

 

 

The Board will hold regular meetings, receive and review reports, develop policies, and oversee the affairs of the Association. If any Board member (except President) is unable to complete her or his term of office, or if a Board member is absent from three consecutive Board meetings without cause, the Board shall designate a successor for this vacancy until an election is held pursuant to Article 8.

[Dan Honemann]

Thanks for posting this provision relating to vacancies, but I'm afraid that it doesn't seem to cover vacancies resulting from failure to hold an election.

So I suppose you're out of luck.

[Sandi Haase]

Sorry Daniel, I'm now really confused or maybe dense.

If bylaws are silent,  what does your comment mean - I'm out of luck?   

is the current president still "president" until the annual meeting (regardless of when it is held since postponed by a national emergency), even though my bylaws do not have any statement about postponement of annual meeting due to natl'l emergency. or does the PE who was elected last year at the annual meeting assume the president position even though the annual meeting has been cancelled due to the pandemic.

[George Mervosh]

If it's possible to properly postpone the annual meeting, the terms of the officers are not extended to that postponed date.  Whenever their term was due to normally expire is going to be when their term expires.  No extension, nothing.  One of the to priorities for your annual meeting should be to think about amending the wording for the term of office for officers. See RONR (11th ed.), pp. 572-575

Edited March 30, 2020 at 07:38 PM by George Mervosh

[Dan Honemann]

It would appear that your PE will become P, but you're out of luck with respect to any other officer whose term in office will expire.

Please keep in mind that these responses are based solely upon what has been posted, which really isn't enough to feel confident about their accuracy.