vacancy due to death

[Guest Dave]

Our treasurer died and our bylaws state vacancy's must be filled by written ballot by the membership.  Due to virus concerns we can not have a general membership meeting.  Can the BOD temporarily fill the position until a general membership meeting can be held?  Our BOD is meeting electronically due to government group restrictions, (under 5 in person)

[Josh Martin]

20 minutes ago, Guest Dave said:

Can the BOD temporarily fill the position until a general membership meeting can be held? 

No, unless your bylaws so provide.

[Guest Zev]

3 hours ago, Josh Martin said:

No, unless your bylaws so provide.

Would the gentleman detect a problem if the BOD selected someone, and gave such a person a title such as "Acting Treasurer,"  to fill the position until the general membership meeting takes place?

[George Mervosh]

9 minutes ago, Guest Zev said:

Would the gentleman detect a problem if the BOD selected someone, and gave such a person a title such as "Acting Treasurer,"  to fill the position until the general membership meeting takes place?

While you await Mr. Martin's reply, is there any real difference between your question and Guest Dave's question?

[Josh Martin]

1 hour ago, Guest Zev said:

Would the gentleman detect a problem if the BOD selected someone, and gave such a person a title such as "Acting Treasurer,"  to fill the position until the general membership meeting takes place?

I don't think putting the word "Acting" in front of it solves the problem at all. It just adds the additional problem that there is no such thing as an "Acting Treasurer" in RONR - you're either Treasurer or you're not. An organization can't get around its vacancy-filling rules just by adding the word "Acting."

It may well be possible for the board to appoint one or more persons to perform some or all of the Treasurer's duties until the vacancy can be filled, depending on precisely what those duties are and what the bylaws say concerning these duties. Such person(s), however, are not the Treasurer, acting or otherwise, and the position will not be filled until it can be filled in the manner the bylaws prescribe.

As to what duties can and cannot be assigned to others in such cases, this is ultimately a question of bylaws interpretation, but I am generally inclined to think that the administrative duties of the Treasurer (e.g. signing checks, collecting dues, and so forth) can be assigned to another person in the event there is a vacancy in the office which cannot be filled in a timely manner. I assume these are the sorts of duties the society is principally concerned with. On the other hand, if the bylaws provide (for instance) that the Treasurer is, ex officio, a member of the Board of Directors, or of certain committees, it seems to me that would apply only to the person who actually is the Treasurer. Other cases might be more of a judgment call. I would suggest for the sake of clarity that the resolution adopted regarding this manner clearly specify what duties of the Treasurer these person(s) shall be performing.

Edited April 28, 2020 at 08:14 PM by Josh Martin

[Atul Kapur]

To reinforce Mr. Martin's post above, here is a similar answer from a thread three years ago (which I was researching while Mr. Martin wrote his answer above).

 

[Guest Zev]

10 hours ago, George Mervosh said:

While you await Mr. Martin's reply, is there any real difference between your question and Guest Dave's question?

To me it was different because my reading of it suggested that the OP is asking whether they can just bypass the bylaws and elect another. The answer was no. In that I am satisfied. However, my question was a mild suggestion that they appoint another and give that person a title that does not imply that the appointed treasurer is in any way the full-fledged treasurer. Calling such a person "Acting," while in and of itself does not solve any problem, as Mr. Martin has pointed out, at least provides an indication that the BOD has taken some initiative during a crisis and did not ignore the problem completely, which I think accrues to their credit, but also provides some form of dignity to this office-holder even though it may be temporary.

My suggestion is that the BOD select one of their current officers as temporary treasurer and not a non-elected person. The political opponents of one or more board members may be waiting for an opportunity to drag the BOD minutes back and forth like a bunch of dirty laundry, analyze it ad nauseum, and attempt to second-guess or countermand the BOD's decisions for what was an innocent attempt to keep the organization's finances in order. My second suggestion is for the BOD to scrupulously keep record of all motions regarding this matter and limit the "acting" treasurer's field of activities to the absolute minimum just in case some voices are raised that would question these decisions. The BOD should be prepared to present a full and complete accounting of all decisions and activities by the BOD and their temporary treasurer at the first meeting of the membership's assembly. No opportunity must be given to those that would accuse the BOD of bad faith or of not being forthcoming. We must not forget that as the BOD is attempting to deal with an exceptional situation in the middle of a crisis, it is already sailing, to borrow a phrase, "where no starship has been before," and its only protection is the goodwill and understanding of the assembly. There is nothing in the bylaws that would provide any cover for the BOD, so be prepared to accept whatever decision the assembly arrives at.

[Guest Dave]

Hi  Dave  I am the original poster with an update.  The bylaws say the treasurer is an elected position but we also have an assistant treasurer that is not elected, that does have signature permission.  The current position of the BOD is to do nothing until a general meeting can be held and let the assistant handle the duties under the BOD supervision until such time as there can be an election. This seems to be the best solution at this time with the current virus condition.  This also begs for a bylaw change allowing the BOD to appoint a replacement for any office if needed until a meeting can be held.  Legal or not it seems to be the best solution at this time. 

[Josh Martin]

1 hour ago, Guest Dave said:

Hi  Dave  I am the original poster with an update.  The bylaws say the treasurer is an elected position but we also have an assistant treasurer that is not elected, that does have signature permission.  The current position of the BOD is to do nothing until a general meeting can be held and let the assistant handle the duties under the BOD supervision until such time as there can be an election. This seems to be the best solution at this time with the current virus condition.  This also begs for a bylaw change allowing the BOD to appoint a replacement for any office if needed until a meeting can be held.  Legal or not it seems to be the best solution at this time. 

Based on these facts, I agree that this is the best solution, and while a careful review of the bylaws would be necessary to say for certain, I don't see any problems with it at this time. I am inclined to think that the Assistant Treasurer can, at a minimum, perform the administrative duties of the Treasurer, since the position was presumably created for the exact purpose of assisting the Treasurer with those duties (or performing them in his absence). We are told that the bylaws explicitly grant the Assistant Treasurer signature permission, so that's covered.

I would still advise adopting a resolution regarding the specific duties and authority you wish to grant to this person, to avoid any ambiguity, but that resolution can be shortened somewhat in this case, since it will not be necessary to repeat any duties and authority the bylaws already assign to the Assistant Treasurer.

Edited April 29, 2020 at 02:04 PM by Josh Martin

[Guest Dave]

Thank you everybody for your input

Dave