Filling a vacancy before election takes effect

[simcha]

Hello, Our organization just held an election of officers. One newly-elected officer has had to resign before taking office. The officer is the president of a division within the organization, and there is no president-elect of the divisions. This is what our bylaws say: "All officers and elected members of the Executive Board shall take office at the adjournment of the annual conference and serve for a two year term or until their successors take office." In case of a vacancy, the Board appoints someone to fill the rest of the term. But the officer has not yet taken office. The bylaws do not mention holding a special election, but I'm wondering if that would be the right solution.  I've searched through my copy of RONR, and find related situations, but they're not close enough to make it clear to me. Thanks for any advice.

[Josh Martin]

33 minutes ago, simcha said:

Hello, Our organization just held an election of officers. One newly-elected officer has had to resign before taking office. The officer is the president of a division within the organization, and there is no president-elect of the divisions. This is what our bylaws say: "All officers and elected members of the Executive Board shall take office at the adjournment of the annual conference and serve for a two year term or until their successors take office." In case of a vacancy, the Board appoints someone to fill the rest of the term. But the officer has not yet taken office. The bylaws do not mention holding a special election, but I'm wondering if that would be the right solution.  I've searched through my copy of RONR, and find related situations, but they're not close enough to make it clear to me. Thanks for any advice.

I suppose it might depend on the exact wording of the bylaws regarding the board's ability to fill vacancies, but generally I would say that this should be filled the same as any other vacancy.

"An election to an office becomes final immediately if the candidate is present and does not decline, or if he is absent but has consented to his candidacy. If he is absent and has not consented to his candidacy, the election becomes final when he is notified of his election, provided that he does not immediately decline. If he does decline, the election is incomplete, and another vote can be taken immediately or at the next meeting without further notice. After an election has become final as stated in this paragraph, it is too late to reconsider (37) the vote on the election.

An officer-elect takes possession of his office immediately upon his election's becoming final, unless the bylaws or other rules specify a later time. If a formal installation ceremony is prescribed, failure to hold it does not affect the time at which the new officers assume office." (RONR, 11th ed., pg. 444)

Based on these facts, it would seem to me that the election is "final" at the time the officer originally was notified of his election and did not decline. As a result, if he subsequently resigns, this would cause a vacancy at the time which he would have taken office, and this vacancy could therefore be filled in the manner provided in the bylaws.

[simcha]

Thank you for your response. I was a little confused by the fact that the officers don't actually take office until the end of June. But I think I see what you're saying.  It sounds as if we should wait to vote on filling the vacancy until the other officers have taken office, and therefore a vacancy occurs. Correct?

[Josh Martin]

23 minutes ago, simcha said:

Thank you for your response. I was a little confused by the fact that the officers don't actually take office until the end of June. But I think I see what you're saying.  It sounds as if we should wait to vote on filling the vacancy until the other officers have taken office, and therefore a vacancy occurs. Correct?

Well, I am saying that the vacancy will not, in fact, occur until the end of June. I don't think, however, that there is anything in RONR which prevents preemptively filling a vacancy. So in my view, the board could fill the vacancy now or wait until the end of June as it wishes. (Although it almost is the end of June, so it's very possible the board won't meet before the end of June anyway).

[simcha]

OK, thank you very much!

[Richard Brown]

1 hour ago, Josh Martin said:

Well, I am saying that the vacancy will not, in fact, occur until the end of June. I don't think, however, that there is anything in RONR which prevents preemptively filling a vacancy. So in my view, the board could fill the vacancy now or wait until the end of June as it wishes. (Although it almost is the end of June, so it's very possible the board won't meet before the end of June anyway).

I agree.  I believe there are some old threads in the forum which say essentially the same thing:  The "anticipated" vacancy can be filled now, in advance of the office actually becoming vacant.  The society should make sure, however, that the officer's prospective resignation has actually been tendered and accepted prior to filling the vacancy.

[simcha]

Thank you -- that makes sense.