Incomplete Election

[Scott Fischer]

In April, 2017 my congregation created a new Board. Our Bylaws were amended to state, "The Endowment Board shall consist of five members, four of whom shall be elected from the congregation for two-year terms on a staggered basis, so that two members are elected each year. The Treasurer shall be an ex-officio member. The Board shall appoint its own chairman and meet at least two times per year. The term of an appointment shall be until the next officer election meeting of the Voters' assembly."

Regarding the election of officers the Bylaws state, "The officers-elect shall assume their duties immediately upon their installation into office. In the event of a vacancy in any office, the Council shall appoint a successor to serve the remainder of the term. Officers elected by the congregation shall be permitted to hold office for six consecutive years only, Cemetery Board and Endowment Board members are excepted. Furthermore, a period of one year shall have elapsed before anyone who has completed six years in office shall be eligible for any office. Officers shall be elected for the term specified in the Bylaws and shall hold office until their successor shall have been elected and installed."

I have gone back through the minutes and there are no provisos related to how to achieve the staggering of the elections of the initially appointed members or which of them would be up for election first.  All four initial appointees have served from inception until now. How should this be remedied? The annual meeting at which elections are held is in November. My initial thought is that we have three incomplete elections, Nov 2017, Nov 2018, Nov 2019.  We don't have to worry about term limits for this board but there should be two members up for election in Nov 2020. Can the congregation adopt a resolution at the August meeting stating which two board members are going to be up for election this year with the other two up for election next year? I am a relatively new Registered Parliamentarian and I'm not sure how to fix this. I am also currently the President of the congregation and am trying to slowly bring this assembly back into a more proper observation of RONR. Thanks in advance for any guidance.

[Atul Kapur]

It's not clear, but it sounds like you did no elections in 2017, 18, or 19 and that the incumbents were appointed in the spring of 2017. If that is correct, I see two options. Option One: Elect two positions this year and two next year, all for two-year terms.

The second, and preferred, option is to elect all four positions this year. Two will be for two-year terms and two will be for one-year terms. If you elect all four on the same ballot, then the two highest vote-getters (assuming a majority) will be elected to the two-year terms. Alternatively you could conduct two separate elections, one for the two elected to two-year term positions and another for the one-year term positions.

I say that the latter option is preferable because it more quickly resolves the breach of your bylaws, that the incumbents were elected to two-year terms but have served three years.

[Scott Fischer]

You are correct that no elections for this Board were held in 17, 18, or 19.

 

[Atul Kapur]

Then my advice is also correct. 😃

In fact, re-reading your OP suggests that the terms of those people first appointed ended in 2019 ("shall be elected from the congregation for two-year terms") and you only have the Treasurer on this particular board. This is another argument for electing four board members this year, as per my second option.

And there is also an argument for amending the bylaws to add the words "[and/or] until their successors are elected." See RONR 11th ed., p. 573, line 33 - p. 574, line 3 for an explanation of why your current language is undesirable and p. 574, lines 8 - 22 for advice on deciding between "and" and "or".

[Scott Fischer]

Thank you, Mr. Kapur. Some clarifications please,

Regarding this:

And there is also an argument for amending the bylaws to add the words "[and/or] until their successors are elected."

From the OP our bylaws read:

Officers shall be elected for the term specified in the Bylaws and shall hold office until their successor shall have been elected and installed."

Does this language not accomplish the same thing and even more? They serve their term and stay in office until their successor is elected and installed. 

On topic:

I like your second, and preferred option, as it looks cleaner to me. Would the assembly need to adopt a motion laying out your proposed election procedure?

Could I trouble you to help me with the citation in RONR justifying the proposed action? I am not finding it in chapter 13 or 14. 

[Atul Kapur]

1 hour ago, Scott Fischer said:

From the OP our bylaws read:

Officers shall be elected for the term specified in the Bylaws and shall hold office until their successor shall have been elected and installed."

I am not certain that members of your endowment board are considered officers. So you may want to clarify whether the provision you've quoted applies to them.

BTW, I do not think that the installation effectively adds anything. See RONR 11th ed., p. 444, lines 30-32.

I think a motion to specify that you're electing two for a 2-year term and two for a 1-year term is a good idea.

I don't have a particular citation to RONR for you because you've wandered off the RONR trail and it is a guide to staying on the proper path, not getting back on to it after you've wandered away. 

Edited July 13, 2020 at 01:26 AM by Atul Kapur

[Joshua Katz]

1 hour ago, Atul Kapur said:

I am not certain that members of your endowment board are considered officers. So you may want to clarify whether the provision you've quoted applies to them.

 

If I had to guess, I'd say they are based on this:

4 hours ago, Scott Fischer said:

Regarding the election of officers the Bylaws state, "The officers-elect shall assume their duties immediately upon their installation into office. In the event of a vacancy in any office, the Council shall appoint a successor to serve the remainder of the term. Officers elected by the congregation shall be permitted to hold office for six consecutive years only, Cemetery Board and Endowment Board members are excepted. Furthermore, a period of one year shall have elapsed before anyone who has completed six years in office shall be eligible for any office. Officers shall be elected for the term specified in the Bylaws and shall hold office until their successor shall have been elected and installed."

 

If the bylaws feel the need to except them from a rule applying to officers, there must be a background assumption that rules applicable to officers do apply to them, presumably because they are officers. But I agree it is unclear.