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officer election conundrum


blk28

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An organization has just held elections for all of its 4 officers.  Each officer has a 4 year term of office, with staggered elections - chairman and treasurer were scheduled for 2020, vice chairman and secretary in 2022.  The terms of office begin at a set date more than 2 months in the future.

This year's election resulted in all 4 officers being elected, each to begin their new term of office more than 2 months from now.  The day following the elections the current chairman, who lost his re-election bid, sent in his resignation effective immediately.

The conundrum exists because the current secretary was elected as the incoming chairman; the current treasurer was elected to fill the currently vacant vice-chairman's position, for the remainder of the vice-chairman's term which does not end until 2022.  The incoming treasurer was not a current officer but the current treasurer tendered his resignation when he was elected to fill the vacant term.  The incoming secretary was also not a current officer, but the current secretary is still in place.  And there is a legal requirement for both a chairman and treasurer of the organization.

The question is:  How does the office of chairman (and potentially secretary) get filled for the remainder of the current term of office?  The organization's governing documents do not provide for the vice chairman to move up, providing only for the vice chairman to fill in when the chairman is absent at meetings.

What is the correct means to fill both legally required positions given the current circumstance?

 

Edited by blk28
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First, what do your bylaws say about resignations? RONR says that they need to be accepted but your bylaws may say that they are effective when sent or received.

Second, what do your bylaws say about how vacancies are filled? They often give the board the authority to fill vacancies. If they are silent, then RONR says that the body that elected the officers is the body that fills the vacancy.

Third, do you bylaws specifically say that the Vice-Chairman does not ascend to the Chairman office if it is vacant? Or are they silent about what happens if the Chairman's office is vacant (differentiating that from the situation you describe where the Chairman is simply absent at meetings)? If they are silent, RONR says that "In case of the resignation or death of the president, the vice-president ... 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, lines 8-13).

If they are silent, then the current Vice-Chairman ascends to become the Chairman for the rest of the current term (assuming that the current Chairman's resignation was accepted). You will then have a vacancy (again) in the office of Vice-Chairman. This person may still also be the current treasurer, if their resignation was not accepted. There is no prohibition in RONR to holding both positions.

Edited by Atul Kapur
Added underlined words.
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The bylaws of this organization are silent on resignations, so resignations have to be accepted (already known).  The bylaws also specify that vacancies are filled by the body that elected them (which is why the "conundrum). 

Re. one person holding both chairman and treasurer position, in this organization that is not possible -(one person holding both offices is prohibited legally).

However, much thanks for clarifying what RONR says about the vacant chairman's position -- I missed that. 

I think your answers have provided the necessary answers.  Your help is greatly appreciated.  Thank you very much!

 

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4 hours ago, blk28 said:

The bylaws of this organization are silent on resignations, so resignations have to be accepted (already known).  The bylaws also specify that vacancies are filled by the body that elected them (which is why the "conundrum). 

Re. one person holding both chairman and treasurer position, in this organization that is not possible -(one person holding both offices is prohibited legally).

However, much thanks for clarifying what RONR says about the vacant chairman's position -- I missed that. 

I think your answers have provided the necessary answers.  Your help is greatly appreciated.  Thank you very much!

Based on these facts, it would appear that the Vice Chairman will become Chairman and there will then be vacancies to fill in the offices of Vice Chairman and Treasurer. Since your bylaws specifically provide that "vacancies are filled by the body that elected them," then that is what must be done.

Edited by Josh Martin
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This may be an aside, but can you explain why, given your first statement - "An organization has just held elections for all of its 4 officers.  Each officer has a 4 year term of office, with staggered elections - chairman and treasurer were scheduled for 2020, vice chairman and secretary in 2022." -  all four offices were elected at the same time? Why were the elections not staggered this time?

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2 minutes ago, Bruce Lages said:

Why were the elections not staggered this time?

I had the same question, but it looks like the two incumbents whose terms hadn't expired were elected to the Chairman and Vice-Chairman offices, creating vacancies in the secretary and treasurer positions.

However, @blk28, Mr. Lages' question raises the point of term length. It sounds like the new secretary is filling the vacancy created by the incumbent secretary's elevation. Depending on the details in your bylaws and this complicated situation, the secretary's term likely ends in 2022, two years from now rather than four. It may be similar for whoever fills the vice-chairman office.

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Upon re-reading the original post and Mr. Kapur's response immediately above, I think I have a clearer picture of the situation now. Of the two positions not scheduled for election until 2022, the vice chairman's seat was already vacant at the time of this election and the secretary was elected to the new position of chair.

Since your bylaws specify that vacancies are filled by the body which elects the offices, what you had was an election for two offices whose terms were expiring and also an election to fill two vacancies. This is the part that was not clear - at least to me - in the original post. So, as Mr. Kapur noted, you are not electing four officers to concurrent terms of four years each. Your new chair and treasurer are beginning their four year terms, but the new vice chair and secretary are each filling the remainder of a four year term that began two years ago, and will end in 2022.

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