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Terms of appointed directors


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I recently came across a thread here that discussed the terms of appointed directors, but I'm unable to find it now. It centred around the term length being attached to the position (president, vp, etc.) rather than to the person who was appointed. 

Can someone point me to the section of RONR that discusses this?

Edited by Louise
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4 hours ago, Louise said:

I recently came across a thread here that discussed the terms of appointed directors, but I'm unable to find it now. It centred around the term length being attached to the position (president, vp, etc.) rather than to the person who was appointed. 

Can someone point me to the section of RONR that discusses this?

Were you referring to this thread? It may be helpful to provide details on your situation.

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18 minutes ago, Hieu H. Huynh said:

Were you referring to this thread? It may be helpful to provide details on your situation.

I thought that might be it, but no, it's not. It involved a president who resigned, causing the vice-president to become president, and a new vice-president to be appointed in place of the now-president. The old president who resigned was up for re-election, which (if I recall correctly) meant that the new president was going to be up for re-election now (even though he was only one year into his two-year term). The new vice-president, on the other hand, would be elected to a one-year term (for some reason).

Does that ring any bells, or did I dream the whole thing? :)
 

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33 minutes ago, Louise said:

I thought that might be it, but no, it's not. It involved a president who resigned, causing the vice-president to become president, and a new vice-president to be appointed in place of the now-president. The old president who resigned was up for re-election, which (if I recall correctly) meant that the new president was going to be up for re-election now (even though he was only one year into his two-year term). The new vice-president, on the other hand, would be elected to a one-year term (for some reason).

Does that ring any bells, or did I dream the whole thing? :)
 

Was it this thread?

In any case, do you have a particular question on a specific situation?

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2 hours ago, Louise said:

I thought that might be it, but no, it's not. It involved a president who resigned, causing the vice-president to become president, and a new vice-president to be appointed in place of the now-president. The old president who resigned was up for re-election, which (if I recall correctly) meant that the new president was going to be up for re-election now (even though he was only one year into his two-year term). The new vice-president, on the other hand, would be elected to a one-year term (for some reason).

Does that ring any bells, or did I dream the whole thing? :)

Well, presumably what was involved in the situation in question was that the officers served staggered two-year terms, and the office of President was elected in even-numbered years and the office of Vice President was elected in odd-numbered years (for example). As a result, if the Vice President filled the vacancy in the office of President, he would only serve the remaining time in the term (which apparently was not very much). The person who was then elected to fill the resulting vacancy in the office of Vice President would likewise serve the remaining time in that term (which was apparently approximately one year). I think I recall a discussion on this subject, but I can't find it either.

In any event, however, it would likely be best to simply describe the details of your situation and your question. Even if we were to find this thread, the details of your situation may not be identical, and therefore we should not simply assume that the same answer will be applicable.

Edited by Josh Martin
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4 hours ago, Hieu H. Huynh said:

Was it this thread?

In any case, do you have a particular question on a specific situation?

Alas, no, that isn't it ether.

2 hours ago, Josh Martin said:

In any event, however, it would likely be best to simply describe the details of your situation and your question. Even if we were to find this thread, the details of your situation may not be identical, and therefore we should not simply assume that the same answer will be applicable.

That is in essence our situation as well, as it turns out. But I can't find anything specific in Robert's Rules regarding the term following the position rather than the person.

In our minds, it makes more sense for the person who has already been elected to a position and served a year (the new president) to only have one year left to serve, and the person who is newly elected (the new vice-president) to serve a full two-year term rather than just the final year of the vice-president's term. However, I remembered reading The Thread that Is Not to Be Found, and we want to make sure we're doing things right, so I said I'd come and take a look to see if I could find that thread and confirm it.

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2 hours ago, Louise said:

and the person who is newly elected (the new vice-president) to serve a full two-year term rather than just the final year of the vice-president's term.

Except that this person is not being elected to their own term as vice president. They are only being elected to fill the remainder of the current term.

 

For example, let's say the president is elected in even years and the vice president in odd years, both for two-year terms. The vice president who was elected in 2019 runs for and is elected president in 2020. You then have a vacancy in the 2019 - 2021 vice presidential term and you would elect someone to fill that vacancy for the one year remaining.

If the vice president elected in 2020 was given a two-year term, then you would have both of those positions with coincidental terms, defeating the intent of your bylaws.

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7 hours ago, Atul Kapur said:

Except that this person is not being elected to their own term as vice president. They are only being elected to fill the remainder of the current term.

 

For example, let's say the president is elected in even years and the vice president in odd years, both for two-year terms. The vice president who was elected in 2019 runs for and is elected president in 2020. You then have a vacancy in the 2019 - 2021 vice presidential term and you would elect someone to fill that vacancy for the one year remaining.

If the vice president elected in 2020 was given a two-year term, then you would have both of those positions with coincidental terms, defeating the intent of your bylaws.

Thank you. This is the information I'm trying to confirm. Is there a reference to this in Robert's Rule's somewhere?

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24 minutes ago, Louise said:

Thank you. This is the information I'm trying to confirm. Is there a reference to this in Robert's Rule's somewhere?

I have been unable to find something in RONR explicitly stating that a vacancy is filling the remainder of the unexpired term rather than creating a new term.

As Mr. Kapur has noted, however, the only reasonable interpretation is that it is filling the remainder of the unexpired term, because the interpretation that it would create a new term would violate the bylaws.

Since no specific language has been provided, let's suppose the bylaws provide, for instance, "The Society shall have a President, Vice President, Secretary, and Treasurer. The officers shall serve for terms of two years or until their successors are elected. The President and Secretary shall be elected in even-numbered years, and the Vice President and Treasurer shall be elected in odd-numbered years."

The only way to remain in compliance with this rule is for the person appointed to fill the vacancy in the office of Vice President to serve the remainder of the unexpired term in the office of Vice President. If a new, full term were to begin instead, then the next Vice President would be elected in an even-numbered year to a full term, and so on. As a result, this would be in violation of the bylaws.

Edited by Josh Martin
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1 hour ago, Josh Martin said:

I have been unable to find something in RONR explicitly stating that a vacancy is filling the remainder of the unexpired term rather than creating a new term.

As Mr. Kapur has noted, however, the only reasonable interpretation is that it is filling the remainder of the unexpired term, because the interpretation that it would create a new term would violate the bylaws.

Since no specific language has been provided, let's suppose the bylaws provide, for instance, "The Society shall have a President, Vice President, Secretary, and Treasurer. The officers shall serve for terms of two years or until their successors are elected. The President and Secretary shall be elected in even-numbered years, and the Vice President and Treasurer shall be elected in odd-numbered years."

The only way to remain in compliance with this rule is for the person appointed to fill the vacancy in the office of Vice President to serve the remainder of the unexpired term in the office of Vice President. If a new, full term were to begin instead, then the next Vice President would be elected in an even-numbered year to a full term, and so on. As a result, this would be in violation of the bylaws.

Whew. Well, if you can't find a reference either, I guess I will stop searching for it. :)

There's nothing in the bylaws about when specific officers serve (odd-numbered or even-numbered years) or what positions they serve alongside of, just that they serve for a two-year term or until their successors are elected. Does that make any difference?

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I think it does make a difference. Regarding length of term for filling vacancies - at least for the presidency - RONR does say that "If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice president or first vice president automatically becomes president for the remainder of the term..." (p.575, l.9-13; my bold). Based on your statement above that your officers serve for a two year term and there is no odd or even year election format, it sounds like election of officers occurs for all offices at the same time. It would certainly make sense for vacancies in any office to serve the remainder of the term for that office so that your election format is maintained

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27 minutes ago, Bruce Lages said:

I think it does make a difference. Regarding length of term for filling vacancies - at least for the presidency - RONR does say that "If the bylaws are silent as to the method of filling a vacancy in the specific case of the presidency, the vice president or first vice president automatically becomes president for the remainder of the term..." (p.575, l.9-13; my bold). Based on your statement above that your officers serve for a two year term and there is no odd or even year election format, it sounds like election of officers occurs for all offices at the same time. It would certainly make sense for vacancies in any office to serve the remainder of the term for that office so that your election format is maintained

Thank you! That reference makes sense of the idea that the term follows the position rather than the person. 

The elections of officers tend to be staggered (so that two remain on when two leave), but that doesn't always work in practice. Perhaps a bylaw amendment clarifying this would be in order.

Edited by Louise
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11 hours ago, Louise said:

There's nothing in the bylaws about when specific officers serve (odd-numbered or even-numbered years) or what positions they serve alongside of, just that they serve for a two-year term or until their successors are elected.

 

10 hours ago, Louise said:

The elections of officers tend to be staggered (so that two remain on when two leave), but that doesn't always work in practice.

If your bylaws don't call for various officers to be elected in different years, how did your organization get started with the custom of electing them in different years?  I think that is where you went wrong. If an office becomes vacant and someone  is selected to fill the vacancy, that person finishes out the term if the person who he replaced.  He does not start a new two-year term in his own right.  He is merely completing the term of the person he replaced.

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  • 2 weeks later...
On 6/23/2020 at 9:19 PM, Richard Brown said:

 

If your bylaws don't call for various officers to be elected in different years, how did your organization get started with the custom of electing them in different years?  I think that is where you went wrong. If an office becomes vacant and someone  is selected to fill the vacancy, that person finishes out the term if the person who he replaced.  He does not start a new two-year term in his own right.  He is merely completing the term of the person he replaced.

Thank you. We'll need to amend our bylaws accordingly.

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